U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

(Mark One)

x[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF ~~the~~THE ~~fiscal~~SECURITIES ~~year~~EXCHANGE ~~ended~~ACT ~~December~~OF ~~31, 2014~~1934

¨For ~~TRANSITION~~the ~~REPORT~~fiscal ~~UNDER~~year ~~SECTION~~ended 13December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2016

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-52366

Sputnik Enterprises Inc. ~~(Exact name of registrant as specified in its charter)~~

Nevada		52-2348956
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

7512 Dr. Phillips Blvd

Nevada		52-2348956
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~Suite~~10781 ~~50-302~~Satellite Blvd

Orlando, Florida ~~32819~~34786

(Address of principal executive offices)

(407~~) 203-7032~~.377.5880

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ [ ] No x[X]

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨[ ]

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x [ ] No ¨[X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 x[ ] No ¨[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will 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. ¨ [ ]

Check 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 ¨[ ] Smaller Reporting Company x[X] (Do not check if a smaller reporting company.)

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant (based upon the closing price of the Registrant’s Common Stock as of June 30, ~~2014~~2016 was approximately $~~230~~201,~~556~~751 (based on 115,~~278~~286 shares of common stock outstanding held by non-affiliates on such date, at $21.0075 per share). Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, ~~2014~~2016 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of ~~March~~May 2331, ~~2015~~2017, there were ~~295~~1,~~278~~015,286 shares of common stock, par value $.001, outstanding.

INDEX

Item Number		Page Number
		Page Number
	PART I
Item Number	PART I
Item 1	Business	34
Item 1A	Risk Factors	35
Item 1B	Unresolved Staff Comments	35
Item 2	Properties	35
Item 3	Legal Proceedings	35
Item 4	Mine Safety Disclosures	35
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	45
Item 6	Selected Financial Data	56
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	68
Item 8	Financial Statements and Supplementary Data	68
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	69
Item 9A	Controls and Procedures	79
Item 9B	Other Information	710
	PART III
Item 10	Directors, Executive Officers, Promoters and Corporate Governance	810
Item 11	Executive Compensation	912
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1112
Item 13	Certain Relationships and Related Transactions, and Director Independence	1213
Item 14	Principal Accounting Fees and Services	12
	PART IV
Item 15	Exhibits, Financial Statement Schedules	13
Item 14	Principal Accounting Fees and Services	14
Signatures		14
Item 15	Exhibits, Financial Statement Schedules	14
Signatures		15

PART I

Item 1. Description of Business.

Sputnik Enterprises Inc. ~~(“we”, “us”, “our”, the "Company")~~ was incorporated in the State of Delaware on September 27, 2001 under the name Sputnik, Inc. On February 10, 2005, wethe Company filed Articles of Conversion and new ~~articles~~Articles of ~~incorporation~~Incorporation in Nevada and became a Nevada corporation. From that time until February 29, 2008 the Company developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market.

On November 13, 2007 wethe Company formed a wholly owned subsidiary, Laika, Inc., and transferred all of our assets and liabilities to Laika.

On February 6, 2008, ~~upon conclusion of~~ the ~~sale of the stock of Laika, Inc. to AstroChimp, Inc., the~~ Company amended its Articles of Incorporation to change the name of Sputnik, Inc. to Sputnik Enterprises, Inc. ~~AstroChimp,~~upon ~~Inc.~~conclusion isof athe ~~Nevada~~sale ~~corporation~~of ~~wholly~~the ~~owned~~stock byof ~~David LaDuke~~Laika, ~~Sputnik’s~~Inc. ~~President~~to ~~and~~AstroChimp, ~~Director~~Inc.

On February 29, 2008, wethe Company closed the sale of the stock of our wholly owned subsidiary, Laika, Inc. to AstroChimp, Inc. for cancellation of a loan of $65,000 from David LaDuke to us, leaving us as a shell company. AstroChimp is wholly-owned by Mr. LaDuke. Subsequently, AstroChimp, Inc. changed its name to Sputnik, Inc. and continues to own and operate its business as a private entity.

~~Sputnik~~On ~~Enterprises~~September ~~seeks~~30, 2015, Sport Venture Group, LLC and Windy River Group, LLC acquired 5,000 shares (2,500 shares each) of Convertible Preferred Stock of the ~~consummation~~Company from R. Thomas Kidd for $250,000. If converted, this would represent 94.26% of the issued and outstanding common stock of the Company, representing a ~~reverse~~change ~~merger~~in ~~with~~control ~~another~~of ~~operating~~the ~~company~~Company. By amendment, the Series A Convertible Preferred Stock, not registered under Section 12(g), is currently convertible into common shares, which are registered under Section 12(g), at the rate of one share of Series A Convertible Preferred for 10,000 shares of common.

~~Item~~At ~~1A.~~December ~~Risk~~31, ~~Factors~~2015, the Company was still a shell company.

An Agreement was made on February 5, 2016 between FV Corporation ("FV" or "Seller") and Sputnik Enterprises, Inc. ("SPNI" or "Buyer"). The Agreement provides that, subject to all the terms and conditions of this Agreement, at the Closing, FV agrees to receive from SPNI, and SPNI agrees to issue to the shareholders of the Seller (each, a "Shareholder") an aggregate of 45,170,085 shares of Common Stock ("SPNI Common Stock") and such number of shares of Series A Convertible Preferred Stock that convert into an additional 45,170,085 shares of Common Stock of SPNI ("SPNI Preferred Stock") (the SPNI Common Stock and the SPNI Preferred Stock collectively, the "Share Consideration") in exchange for the transfer of all of the issued and outstanding shares of the Common Stock of FV ("FV Shareholder's Shares") to SPNI. Each FV Shareholder's Share that is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive one share of SPNI Common Stock and 0.0001 shares of SPNI Preferred Stock which equates to one share of common stock (together, the "Exchange Ratio"), such that when all shares of Common Stock and SPNI Preferred Stock have been issued under this Agreement and all shares Preferred Stock issued under this Agreement have been converted to common stock, an aggregate of 90,340,170 shares of SPNI Common Stock shall have been issued to FV's Shareholders under this Agreement. Notwithstanding the foregoing, prior to Closing, the parties shall adjust the number of FV Shareholder's Shares to be transferred to SPNI to such number of shares of FV Common Stock as is actually issued and outstanding as of the Closing Date and the aggregate number shares of SPNI Common Stock and SPNI Preferred Stock to be issued to the FV Shareholders shall be adjusted accordingly pursuant to the Exchange Ratio.

Closing of the Agreement is contingent upon a number of terms and conditions described in the Agreement, including completion of an audit of FV and the filing of the Form 8-K (“Super 8-K”) required to be filed at closing. Upon closing, the Company will no longer be deemed a shell company.

Table Of Contents

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B. Unresolved Staff Comments.

Not applicable as wethe ~~are~~Company is neither an accelerated filer nor a large accelerated filer.

Item 2. Description of Property.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Trading History

Our common stock iswas quoted on the Over-The-Counter Bulletin Board under the symbol “SPNI.” until May 17, 2016 when it was moved to Over-The-Counter Pink Limited Information.

Bid Information*

Financial Quarter Ended	High Bid		Low Bid
December 31, 2014	$	2.00	$	2.00
December 31, 2016	$	2.00	$	1.08
September 30, 2014	$	2.00	$	2.00
September 30, 2016	$	2.00	$	1.16
June 30, 2014	$	2.00	$	2.00
June 30, 2016	$	1.75	$	1.75
March 31, 2014	$	2.00	$	2.00
March 31, 2016	$	1.75	$	1.75
December 31, 2013	$	2.00	$	1.99
December 31, 2015	$	1.75	$	1.75
September 30, 2013	$	2.00	$	1.99
September 30, 2015	$	2.00	$	2.00
June 30, 2013	$	2.99	$	2.99
June 30, 2015	$	4.00	$	4.00
March 31, 2013	$	2.00	$	2.00
March 31, 2015	$	10.00	$	5.00

____________

* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Common Stock

Our Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of common stock, par value $.001 per share (the “Common Stock”). The Common Stock is listed on the OTC-BBPink Limited Information with the symbol SPNI.OB. As of December 31, ~~2014~~2016, there were 9693 shareholders of record of the Common Stock.

Table Of Contents

Preferred Stock

On February 6, 2008, Sputnik amended our Articles of Incorporation to authorize the issuance of ~~an additional~~ 10,000,000 shares ~~designated~~which aswill be designated “Preferred Stock”.” The Company has issued 5,~~200~~250 of its preferred stock, series A. On December 22, 2015, the Company filed an Amendment to Certificate of Designation, which modified the rights of the holders of Series A Convertible Preferred Stock by changing the conversion ratio to 10,000 shares of common stock for one share of Series A Convertible Preferred Stock and eliminating any holding requirement before conversion.

There are only 50,000,000 shares of common stock authorized. This is an insufficient number of common shares for the conversion of the Series A Convertible Preferred Stock. It is the current intention of the Company following the filing of this report on Form 10-K and thereafter when the Company becomes current in all SEC filings to file an Information Statement on Schedule 14C to, among other things, increase the number of authorized shares of Common Stock to one billion shares.

Dividend Policy

The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

None.

Item 6. Selected Financial Data

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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

At December 31, 2016, Sputnik Enterprises iswas a “blank check company” in that it is a development stage company with an indicated business plan to engage in a merger or acquisition with an unidentified company or companies, or other entity or person

During the next twelve months, wethe ~~anticipate~~Company anticipates incurring costs related to the following:

(i) filing Exchange Act reports, and ~~(ii) investigating, analyzing and consummating a reverse merger.~~

We(ii) ~~believe~~consummating wea ~~will~~share beexchange ~~able~~with ~~to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.~~FV

The Company believes it will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.

Table Of Contents

Liquidity

For the year ended December 31, ~~2014~~2016, wethe Company had net cash used in operations of $4098,~~686~~717 compared to $15,169 for the year ended December 31, 2015. Net cash provided by ~~financing~~investing activities for the year ended December 31, 2016 and 2015 was $40123,~~453~~768 and $15,424, respectively. Financing activities consisted of ~~donated~~shareholder ~~capital~~loans, ~~and~~purchase aof ~~note~~preferred ~~payable~~stock toin a2016, shareholder loans, and repayments in 2015.

On December 31, ~~2014~~2016, wethe Company had total assets of $5426,136 compared to assets of $~~287~~309 at December 31, ~~2013~~2015.

WeThe Company had total liabilities of $~~564~~150,~~638~~143 as of December 31, ~~2014~~2016, which consisted of accounts payable and accrued expenses of $2244,~~088~~259, ~~and~~ shareholder notes aggregating $~~542~~98,~~550~~768, accrued interest of $2,116 and advance from shareholder of $5,000. At December 31, ~~2013~~2015, wethe Company had accounts payable and accrued expenses in the amount of $4,~~198~~914 and shareholder ~~notes~~advance ~~totaling~~of $~~102~~5,~~097~~000.

Through December 31, 2016, the Company had an accumulated deficit of $2,773,818.

Capital Resources

The Company has financed its limited operations through funds loaned or advanced from its shareholders ~~and directors~~ to meet minimum operating cash requirements. There is no written agreement for future funding.

The Company has a standing agreement with Duchess Capital (“Investor”), signed term sheet, for an Equity Line Facility. The Investor shall commit to purchase up to $25 million of the Company’s stock over a 36 month period, after a registration statement of the stock has been declared effective by the US Securities and Exchange Commission. The equity line has conversion feature for repayment of amounts drawn on the equity line. Conversion pricing of the shares will be at 94% of the lowest daily variable weighted average price (VWAP) during the five consecutive trading days immediately prior to the put date. The Company has not filed an S-1 registration, therefore, the terms of the agreement have not commenced and no advances under this agreement have been made.

Results of Operations

~~Our~~The Company’s net loss for the year ended December 31, ~~2014~~2016 was $~~459~~139,~~251~~402, which was an increase of $~~337~~106,~~991~~518 over our net loss for the year ended December 31, ~~2013,~~2015 ~~which~~of ~~was~~ $~~121~~32,~~460~~884. The ~~increase~~change was primarily ~~attributable~~increased tolegal ~~consulting~~and professional fees expense of approximately $106,016 and an increase in ~~the~~other ~~amount~~general and administrative expenses of $~~400~~12,~~000~~812, net of a decrease in interest expense of $11,534.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical Accounting Policies

WeThe ~~prepare~~Company ~~our~~prepares its financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies ~~which~~that are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

Table Of Contents

Use of Estimates

The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The Company’s balance sheet includes certain financial instruments ~~consisting, primarily of cash, accounts payable, accrued expenses and notes payable~~. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 8. Financial Statements and Supplementary Data.

~~The~~Table ~~financial~~Of ~~statements~~Contents ~~required by this Item~~ 8 ~~begin with the Index to the Financial Statements which is located prior to the signature page.~~

~~Item~~SPUTNIK 9.ENTERPRISES ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~INC.

~~None~~INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Balance Sheets	F-3

Statements of Operations	F-4

Statement of Changes in Stockholders' Deficit	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7

~~Item~~REPORT ~~9A.~~OF ~~Controls~~INDEPENDENT ~~and~~REGISTERED ~~Procedures.~~PUBLIC ACCOUNTING FIRM

~~Evaluation~~To ofthe ~~Disclosure~~Board ~~Controls~~of Directors and ~~Procedures~~Shareholders of:

WeSputnik ~~carried out an evaluation~~Enterprises, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))Inc. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Our management~~Orlando, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.Florida

~~Management’~~We have audited the accompanying balance sheets of Sputnik Enterprises, Inc. as of December 31, 2016 and December 31, 2015, and the related statements of operations, stockholders' deficit and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's ~~Annual~~management. ~~Report~~Our responsibility is to express an opinion on ~~Internal~~these ~~Control~~financial ~~over~~statements ~~Financial~~based ~~Reporting~~on our audits.

~~Our~~We ~~management~~conducted isour ~~responsible~~audits ~~for~~in ~~establishing~~accordance ~~and~~with ~~maintaining~~standards ~~adequate~~of ~~internal~~the ~~control~~Public ~~over~~Company ~~financial~~Accounting ~~reporting~~Oversight asBoard ~~defined in Rule 13a-15~~(fUnited States). ~~under~~Those ~~the~~standards ~~Securities~~require ~~Exchange~~that ~~Act,~~we asplan ~~amended.~~and ~~Our~~perform ~~management~~the ~~assessed~~audits ~~the~~to ~~effectiveness~~obtain ofreasonable ~~our~~assurance ~~internal~~about ~~control~~whether ~~over~~the financial ~~reporting~~statements asare free of ~~December~~material 31misstatement. The Company was not required to have, ~~2014.~~nor Inwere ~~making~~we ~~this~~engaged ~~assessment~~to perform, ~~our~~an ~~management~~audit ~~used~~of ~~the~~its ~~criteria~~internal ~~set~~control ~~forth~~over byfinancial ~~the~~reporting. ~~Committee~~Our ofaudits ~~Sponsoring~~included ~~Organizations~~consideration of ~~the~~internal ~~Treadway~~control ~~Commission~~over ~~(“COSO”)~~financial inreporting ~~Internal~~as ~~Control-Integrated~~a ~~Framework.~~basis Afor ~~material~~designing ~~weakness~~audit isprocedures athat ~~deficiency~~are appropriate in the circumstances, orbut anot ~~combination~~for the purpose of ~~deficiencies,~~expressing inan opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, ~~such~~we ~~that~~express ~~there~~no issuch aopinion. ~~reasonable~~An ~~possibility~~audit ~~that~~includes examining, on a ~~material~~test ~~misstatement~~basis, ofevidence supporting the ~~company's~~amounts ~~annual~~and ordisclosures ~~interim~~in the financial statements. ~~will~~An ~~not~~audit bealso ~~prevented~~includes orassessing ~~detected~~the onaccounting aprinciples ~~timely~~used ~~basis~~and significant estimates made by management, as well as evaluating the overall financial statement presentation. We ~~have~~believe ~~identified~~that ~~the~~our ~~following~~audits ~~material~~provide ~~weaknesses~~a reasonable basis for our opinion.

1.In Asour ~~of December 31~~opinion, ~~2014, we did not maintain effective controls over~~ the ~~control~~financial ~~environment.~~statements ~~Specifically,~~referred ~~we have not developed and effectively communicated our accounting policies and procedures~~ to ~~Company~~above ~~employees.~~present ~~This~~fairly, ~~has resulted~~ in ~~inconsistent~~all ~~practices.~~material ~~Further~~respects, the ~~Board of Directors does not currently have any independent members and no director qualifies as an audit committee~~ financial ~~expert~~position ~~as defined in Item 407(d)(5)(ii)~~ of ~~Regulation~~Sputnik ~~S-K. Since these entity level programs have a pervasive effect across the organization~~Enterprises, ~~management has determined that these circumstances constitute a material weakness~~Inc. 2.as As of December 31, ~~2014,~~2016 ~~we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed~~ and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. 3. As of December 31, ~~2014~~2015, ~~our~~and ~~management~~the isresults ~~dominated~~of byits aoperations ~~single~~and ~~individual~~its ~~serving~~cash asflows ~~both~~for ~~our~~each ~~CEO~~of ~~and~~the ~~CFO,~~years ~~resulting~~then ended in ~~inadequate~~conformity ~~segregation of duties consistent~~ with ~~control~~accounting ~~objectives~~principles ~~and~~generally ~~ineffective~~accepted ~~oversight~~in of the ~~entity’s~~United ~~financial~~States ~~reporting~~of ~~and internal control by those charged with governance~~America.

~~Because~~The ofaccompanying ~~these~~financial ~~material~~statements ~~weaknesses,~~have ~~management~~been ~~has~~prepared ~~concluded~~assuming that the Company ~~did~~will ~~not~~continue ~~maintain~~as ~~effective~~a ~~internal~~going ~~control~~concern. ~~over~~As ~~financial~~discussed ~~reporting~~in asNote of3 ~~December~~to 31the financial statements, ~~2014~~the Company has recurring losses, ~~based~~negative oncash ~~the~~flows ~~criteria~~from ~~established~~operating activities and working capital deficiencies. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in ~~"Internal~~regard ~~Control-Integrated~~to ~~Framework"~~these ~~issued~~matters byare also described in Note 3. The financial statements do not include any adjustments that might result from the ~~COSO~~outcome of this uncertainty.

~~Change~~/s/Anton In& ~~Internal~~Chia, ~~Control Over Financial Reporting~~LLP

~~There~~Newport ~~were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected~~Beach, ~~or are reasonably likely to materially affect, our internal control over financial reporting.~~California

~~Item~~June ~~9B.~~20, ~~Other Information.~~2017

~~None.~~Table Of Contents F-2

7SPUTNIK ENTERPRISES, INC.

~~PART~~Balance ~~III~~Sheets

~~Item~~As ~~10.~~of ~~Directors,~~December ~~Executive Officers~~31, 2016 and ~~Corporate Governance~~2015

(a) Identification of Directors and Executive Officers. The following table sets forth certain information regarding the Company’s directors and executive officers:

	December 31,			December 31,
	2016			2015

ASSETS
Current assets:
Cash	$	676		$	309
Loans to related party		24,684			—
Loan interest receivable		776			—
Total current assets		26,136			309

Total assets	$	26,136		$	309


LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	44,259		$	4,914
Accrued interest		2,116			—
Note payable, related party		98,768			—
Advance from shareholder		5,000			5,000
Total current liabilities		150,143			9,914

Long-term liabilities:

STOCKHOLDERS' DEFICIT
Preferred stock, $10.00 par value, 10,000,000 authorized;
5,250 and 5,200 shares issued and outstanding, respectively		52,500			52,000
Common stock, $.001 par value, 50,000,000 authorized;
1,015,286 shares issued and outstanding in both periods		1,015			1,015
Additional paid in capital- preferred stock		24,500			—
Additional paid in capital- common stock		2,571,796			2,571,796
Accumulated deficit		(2,773,818	)		(2,634,416	)
Total stockholders' deficit		(124,007	)		(9,605	)
Total liabilities and stockholders' deficit	$	26,136		$	309

Name		Age		Position
Anthony Gebbia		44		Director, Chief Executive Officer, President, Chief Financial Officer and Secretary

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

~~The~~Table ~~following~~Of isContents ~~information on the business experience of each director and officer.~~F-3

~~Mr.~~SPUTNIK ~~Gebbia~~ENTERPRISES, ~~age 44, is now and will continue to be our sole officer and director~~INC. On August 15, 2011 he joined Armada Sports and Entertainment as Chief Operating Officer and currently holds the position of Chairman & CEO. From May 2009 to March 2010, he was General Manager of T&B Equipment Company, a company in the business of Bleachers, Scaffolding, and Tent Flooring. From February 1988 to May 2009, he was Event Manager/Event Director for Walt Disney Company. Mr. Gebbia brings to the board a diverse career, most notably, gaining 21 years of experience at The Walt Disney Company, a world leader in family and sports entertainment. During his tenure at Disney, Mr. Gebbia was immersed in the Disney culture of Guest service, creativity and innovation and his experience includes transportation operations, theme park operations, administration, merchandise operations, finance, business development, international marketing, program development, telecast operations, domestic marketing and alliance marketing. Mr. Gebbia created the Logistics Operation for Disney’s Wide World of Sports (now ESPN Wide World of Sports) and led the logistics teams for such events as the Walt Disney World Golf Classic and The Walt Disney World Marathon. For eight years of his Disney career, Mr. Gebbia developed and oversaw signature events with multi-million dollar operating budgets, leading the project team of members from Finance, Entertainment, Operations, Talent Relations, Security, Legal, Business Development, Merchandise and Food and Beverage. Mr. Gebbia’s other career experience includes convention sales and operations, restaurant operations and project management on such projects as the Doha Tribeca Film Festival, Doha, Qatar and on the build-out of several PGA Tour events. Mr. Gebbia is currently on the Board of Directors of the non-profit Kids Beating Cancer and has been a member of the Board of Directors of the Woman’s Professional Billiards Association.

~~(b)~~Statements ~~Significant~~of ~~Employees.~~Operations

AsYears ofEnded ~~the~~December ~~date hereof~~31, ~~the~~2016 ~~Company~~and ~~has no significant employees.~~2015

	Twelve Months			Twelve Months
	Ended			Ended
	December 31, 2016			December 31, 2015

Revenue	$	-		$	-

General and administrative expenses:
Legal and professional fees		121,810			15,794
Other general and administrative		16,252			3,440
Total operating expenses		138,062			19,234
(Loss) from operations		(138,062	)		(19,234	)

Other income (expense):
Interest income		776
Interest expense		(2,116	)		(13,650	)
(Loss) before taxes		(139,402	)		(32,884	)

Provision (credit) for taxes on income		—			—
Net loss	$	(139,402	)	$	(32,884	)


Basic earnings (loss) per common share	$	(0.14	)	$	(0.07	)

Weighted average number of shares outstanding		1,015,286			478,742

~~There~~The ~~are~~accompanying nonotes ~~family~~are ~~relationships~~an ~~among~~integral ~~directors,~~part ~~executive~~of ~~officers,~~these orfinancial ~~persons nominated or chosen by the issuer to become directors or executive officers~~statements.

~~(d)~~Table ~~Involvement~~Of inContents ~~Certain Legal Proceedings.~~F-4

~~There~~SPUTNIK ~~have been no events under any bankruptcy act~~ENTERPRISES, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five yearsINC.

8Statement of Changes in Stockholders’ Deficit

~~Compliance~~Years ~~with~~Ended ~~Section~~December ~~16(a)~~31, of2016 ~~the~~and ~~Exchange Act~~2015

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

									Additional		Additional
									Paid In		Paid In
	Preferred Stock				Common Stock				Capital-		Capital-			Accumulated			Total
	Shares		Amount		Shares		Amount		Preferred Stock		Common Stock			Deficit			Deficit
Balance, December 31, 2014		5,200	$	52,000		295,286	$	295	$	—	$	1,984,653		$	(2,601,532	)	$	(564,584	)

Common stock issued for
debt extinguishment						720,000		720				1,439,280						1,440,000

Extinguishment of debt, related party												(852,137	)					(852,137	)

Net income (loss)															(32,884	)		(32,884	)

Balance, December 31, 2015		5,200	$	52,000		1,015,286	$	1,015	$	—	$	2,571,796		$	(2,634,416	)	$	(9,605	)

Preferred stock issued		50		500						24,500								25,000

Net income (loss)															(139,402	)		(139,402	)

Balance, December 31, 2016		5,250	$	52,500		1,015,286	$	1,015	$	24,500	$	2,571,796		$	(2,773,818	)	$	(124,007	)

~~Based~~The ~~solely~~accompanying onnotes ~~the~~are ~~Company’s~~an ~~review~~integral ofpart ~~the copies~~ of ~~the~~these ~~forms~~financial received by it during the fiscal year ended December 31, 2014 and written representations that no other reports were required, the Company believes that no person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal yearsstatements.

~~Code~~Table ofOf ~~Ethics~~Contents F-5

~~The~~SPUTNIK ~~Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct~~ENTERPRISES, ~~full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations~~INC.

~~Nominating~~Statements ~~Committee~~of Cash Flows

WeYears ~~have~~Ended ~~not~~December ~~adopted~~31, ~~any~~2016 ~~procedures~~and ~~by which security holders may recommend nominees to our Board of Directors.~~2015

Audit Committee

	Twelve Months			Twelve Months
	Ended			Ended
	December 31, 2016			December 31, 2015

Cash flows from operating activities:
Net (loss)	$	(139,402	)	$	(32,884	)

Change in current assets and liabilities:
Accounts payable and accrued expenses		40,685			17,715
Net cash flows used in operating activities		(98,717	)		(15,169	)

Cash flows from investing activities:
Loans to shareholder and related party		(24,684	)		—

Cash flows from financing activities:
Loans from shareholder and related party		98,768			17,924
Loan repayments to shareholders and related parties		—			(2,500	)
Preferred stock issuance		25,000			—
Net cash flows from investing activities		123,768			15,424

Net increase in cash		367			255

Cash, beginning of year		309			54
Cash, end of year	$	676		$	309

Non- Cash Activities
Common stock issued for debt extinguishment	$	-		$	1,440,000
Extinguishment of debt, related party	$	-		$	(852,137	)

Supplemental cash flow disclosures:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

The ~~Board~~accompanying ofnotes ~~Directors~~are ~~acts~~an asintegral ~~the~~part ~~audit~~of ~~committee.~~these ~~The Company does not have a qualified~~ financial ~~expert at this time because it has not been able to hire a qualified candidate~~statements. ~~Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.~~

~~Item~~Table ~~11.~~Of ~~Executive~~Contents ~~Compensation.~~F-6

~~Summary~~SPUTNIK ofENTERPRISES, ~~Cash and Certain Other Compensation~~INC.

~~The~~NOTES ~~named~~TO ~~executive~~FINANCIAL ~~officers received the following compensation from the Company during the fiscal year ended December 31, 2014 and December 31, 2013.~~STATEMENTS

Name and principal position	Year		Salary($)		Bonus($)		Stock awards($)		Option awards($)		Non-equity incentive plan compensation($)		Change in pension value and nonqualified deferred compensation earnings($)		All other compensation($)		Total($)
R. Thomas Kidd		2014		18,706		0		0		0		0		0		400,000	$	418,706
CEO and CFO*		2013		0		0		50,000		0		0		0		0	$	50,000
Anthony Gebbia,		2014		0		0		0		0		0		0		0	$	0
COO		2013		68,000		0		2,000		0		0		0	$	5,000	$	75,000

NOTE 1 - ORGANIZATION

~~______________~~Sputnik Enterprises Inc. incorporated in the State of Delaware on September 27, 2001 under the name Sputnik, Inc. On February 10, 2005, we filed Articles of Conversion and new Articles of Incorporation in Nevada and became a Nevada corporation. From that time until February 29, 2008, the Company developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market.

*On R.November ~~Thomas~~13, ~~Kidd~~2007 ~~terminated~~we ~~employment~~formed ~~agreement~~a ~~terminated~~wholly onowned ~~January~~subsidiary, 20Laika, ~~2014~~Inc. ~~Severance~~, and transferred all of ~~$400,000~~our ~~exchanged~~assets ~~for~~and aliabilities ~~note~~to ~~payable~~Laika.

9On February 6, 2008, the Company amended its Articles of Incorporation to change the name of Sputnik, Inc. to Sputnik Enterprises, Inc. upon conclusion of the sale of the stock of Laika, Inc. to AstroChimp, Inc.

~~Director~~On ~~Compensation~~February 29, 2008, we closed the sale of the stock of our wholly owned subsidiary, Laika, Inc. to AstroChimp, Inc. for cancellation of a loan of $65,000 from David LaDuke to us, leaving us as a shell company. AstroChimp is wholly owned by Mr. LaDuke. Subsequently AstroChimp, Inc. changed its name to Sputnik, Inc. and continues to own and operate its business as a private entity.

WeOn doSeptember ~~not~~30, ~~currently~~2015, ~~pay~~Sport ~~any~~Venture ~~cash~~Group, ~~fees~~LLC toand ~~our~~Windy ~~directors~~River Group, ~~nor~~LLC doacquired we5,000 ~~pay~~shares ~~directors’~~(2,500 ~~expenses~~shares each) of Convertible Preferred Stock of the Company from R. Thomas Kidd for $250,000. If converted, this would represent 94% of the issued and outstanding common stock of the Company, indicating a change in ~~attending~~control ~~board~~of ~~meetings~~the Company. On June 15, 2016 Peter Grieve acquired 50 shares of Convertible Preferred Stock of the Company from the Company. Peter Grieve is the owner/manager of Windy River Group, LLC.

~~Employment~~NOTE ~~and~~2 ~~Severance~~- ~~Agreements~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OnBasis ~~May 23, 2013 the Company entered into an Employment Agreement with R. Thomas Kidd, to serve as the Chief Executive Officer and Principal Financial Officer~~ of the Company, on a month to month basis. No annual compensation has been assigned to the agreement and future merit bonus is at the discretion of the Board of Directors. Upon signing, 5,000 shares of Preferred Stock, Series A were issued to Mr. Kidd. Effective January 20, 2014, Mr. Kidd retired from his position with the Company, thereby terminating his Employment Agreement. For and as consideration of Kidd’s resignation as CEO and Director and retirement from services to the Company, the Company agreed to compensate Mr. Kidd in the form of a severance package as follows:Presentation

·The ~~Company~~Financial ~~shall~~Statements ~~execute~~ and ~~deliver~~related adisclosures ~~demand~~have ~~promissory~~been ~~note~~prepared inpursuant to the ~~amount~~rules ofand ~~$400,000,~~regulations ~~which shall be payable upon the demand~~ of the ~~holder~~SEC. The ~~promissory~~Financial ~~note~~Statements ~~shall~~have bebeen ~~secured~~prepared byusing ~~all assets of~~ the ~~Company.~~accrual ·basis ~~Company shall procure and purchase a $500,000 term life policy with a term~~ of ataccounting ~~least~~in 10accordance years and pay the premiums associated therewith no later than March 1, 2014. The policy will name Joan L. Kidd, his spouse, as beneficiary and Kidd named parties as secondary beneficiaries · Company shall enter into an indemnification agreement with ~~Kidd,~~Generally inAccepted aAccounting ~~form~~Principles ~~acceptable~~(“GAAP”) ~~to Kidd, indemnifying Kidd against any claims~~ of ~~any kind from any third party for a period of 7 years. · Company shall enter into an advisor agreement with Kidd which shall provide for~~ the ~~issuance~~United ofStates 2(See ~~million~~Note ~~common~~3 ~~shares~~regarding ~~of stock as compensation for services rendered. · Company shall execute a general release of any and all claims in favor of Kidd relating to Kidd’s tenure as CEO of~~ the ~~Company.~~assumption ~~· Company represents and warrants~~ that ~~within 5 days of~~ the ~~date of closing of a merger transaction and exiting shell status,~~ Company ~~shall~~is ~~file~~ a ~~registration~~“going ~~statement on form S-1 to register shares under its equity line with Dutchess Capital~~concern”). No other shares other than the shelf registration for Dutchess will be included in this S-1 registration statement. Company further agrees that it shall take all steps necessary and required to obtain an effective declaration by the SEC on the registration statement.

~~Upon~~Use ~~execution~~ of ~~the agreement, and receipt of all documentation, Kidd shall immediately do the following:~~Estimates

·	Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction.
·	Resign all positions, as applicable, with the Company.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

10Fiscal Year End

~~Item~~The ~~12.~~Company ~~Security~~elected ~~Ownership~~December of31 ~~Certain~~as ~~Beneficial~~its ~~Owners~~fiscal ~~and Management and Related Stockholder Matters~~year.

~~(a)~~Cash The following tables set forth certain information as of December 31, 2014, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and ~~executive~~Cash ~~officer of the Company and (iii) all officers and directors as a group.~~Equivalents

Name and Address	Class	Amount and Nature of Beneficial Ownership				Percentage of Class
R. Thomas Kidd and Joan L. Kidd, husband and wife as tenants by the entireties	Convertible Preferred		5,000	(2	)		96.15	%
R. Thomas Kidd and Joan L. Kidd, husband and wife as tenants by the entireties	Common (upon conversion of Convertible Preferred)		5,000,000	(2	)		90.99	%
R. Thomas Kidd and Joan L. Kidd, husband and wife as tenants by the entireties	Common		180,000				3.28	%
	Total Common (upon conversion of Convertible Preferred)		5,180,000				94.26	%
Anthony Gebbia, Orlando, FL (1)	Convertible Preferred		200	(3	)		<5	%
Anthony Gebbia	Common (upon conversion of Convertible Preferred)		200,000	(3	)		<5	%
All Directors, Officers, and Affiliates as a Group (2 Individuals)	Common (upon conversion of Convertible Preferred)		5,380,000	(4	)		97.90	%

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash was $676 and $309 at December 31, 2016 and 2015, respectively and the Company had no cash equivalents for either of the periods ending December 31, 2016 and 2015.

~~_____________~~Table Of Contents F-7

~~(1)~~Fair ~~Anthony~~Value ~~Gebbia~~of isFinancial ~~an officer and director.~~Instruments

~~(2)~~The ~~Convertible~~Company’s ~~Preferred~~balance ~~shares~~sheet ~~which~~includes ~~can~~certain befinancial ~~converted~~instruments. atThe ~~1000:1~~carrying ~~(5,000,000~~amounts ~~Common~~of ~~shares)~~current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (3an exit price) ~~Convertible~~in ~~Preferred~~the ~~shares~~principal ~~which~~or ~~can~~most beadvantageous ~~converted~~market atfor ~~1000:~~the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (~~200~~observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels,~~000~~ ~~Common~~which ~~shares~~gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~(4)~~· ~~Percentage~~Level of1 ~~Class~~- ~~based~~Unadjusted onquoted ~~5,495,278~~prices ~~common~~in ~~stock~~active ~~equivalents~~markets ~~(295,278~~that ~~common~~are ~~issued~~accessible ~~and~~at ~~outstanding~~the ~~and~~measurement ~~5,200,000~~date ~~preferred~~for ~~shares~~identical, asunrestricted ifassets ~~converted~~or ~~common stock equivalent)~~liabilities

~~(b)~~· ~~The~~Level ~~Company~~2 ~~currently~~- ~~has~~Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not ~~authorized~~active; ~~any~~inputs ~~stock~~other ~~compensation~~than ~~plans~~quoted prices that are observable for the asset or ~~individual~~liability ~~compensation~~(e.g., ~~arrangements~~interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

11· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

~~Item~~Fair ~~13.~~value ~~Certain~~estimates ~~Relationships~~discussed ~~and~~herein ~~Related~~are ~~Transactions~~based upon certain market assumptions and ~~Director~~pertinent ~~Independence~~information available to management as of December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

AsIncome of December 31, 2014, we have not entered into any agreements or material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.Taxes

~~Item~~The 14Company accounts for income taxes under ASC 740 Income Taxes. Under ~~Principal~~the ~~Accounting~~asset ~~Fees~~and liability method of ASC 740, deferred tax assets and ~~Services~~liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 years 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2016 or 2015.

~~The~~Table ~~aggregate~~Of ~~fees~~Contents ~~billed by our principal accounting firm for fiscal years ended December 31, 2014, and 2013 are as follows:~~F-8

Name	Audit Fees (1)		Audit Related Fees		Tax Fees (2)		All OtherFees
Messineo & Co., CPAs, LLC For fiscal year ended: December 31, 2014	$	10,000	$	0	$	0	$	0
Messineo & Co., CPAs, LLC for fiscal year ended: December 31, 2013	$	7,500	$	0	$	0	$	0

Basic and Diluted Net Loss per Share

~~_________________~~The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options 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.

~~(1)~~The ~~Includes~~Company ~~audit~~has ~~fees~~incurred a net operating loss for December 31, 2016 and 2015, and dilutive earnings per share would be anti-dilutive, therefore, dilutive earnings per share have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the ~~annual~~form ~~financial~~or ~~statements~~convertible ofpreferred stock, series A. Common stock equivalents were 52,500,000 and 52,000,000 for the ~~Company~~years ending December 31, 2016 and ~~review~~December 31, 2015, respectively. There are only 50,000,000 shares of ~~financial~~common ~~statements~~stock ~~included~~authorized. inIt is the current intention of the Company's ~~Form~~following ~~10-Q~~the ~~quarterly~~filing ~~reports~~of ~~and~~this report on Form 10-K ~~annual~~and ~~reports,~~thereafter ~~and~~when ~~fees~~the ~~normally~~Company ~~provided~~becomes current in ~~connection~~all ~~with~~SEC ~~statutory~~filings ~~and~~to ~~regulatory~~file ~~filings~~an ~~for~~Information ~~those~~Statement ~~fiscal~~on ~~years~~Schedule 14C to, among other things, increase the number of authorized shares of Common Stock to one billion shares.

~~The~~Commitments ~~Company does not currently have an audit committee. As a result, our board of directors performs the duties~~ and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.Contingencies

12The Company follows ASC 450, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2016 and 2015.

~~PART~~Related IVParties

~~Item~~The ~~15.~~Company ~~Exhibits~~follows subtopic ASC 850, ~~Financial~~Related ~~Statement~~Party ~~Schedules~~Disclosure, for the identification of related parties and disclosure of related party transactions. See Note 5 for related party transactions.

~~Copies~~Cash ofFlows ~~the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.~~Reporting

Exhibit		Description
31		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Share-based Expense

13ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~SPUTNIK~~Table ~~ENTERPRISES~~Of ~~INC.~~Contents F-9

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (Aa) ~~Development~~the ~~Stage~~goods ~~Company~~or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

~~INDEX~~There TOwas ~~FINANCIAL~~no ~~STATEMENTS~~share-based expense for the years ending December 31, 2016 and 2015.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Cash Flows	F-5
Statement of Changes in Stockholders' (Deficit)	F-6
Notes to Financial Statements	F-7 - F-15

RECENT ACCOUNTING PRONOUNCEMENTS

~~F-1~~From time to time, new accounting pronouncements issued by the FASB or other standard setting bodies are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

~~Messineo~~In &May ~~Co.~~2014, ~~CPAs~~the ~~LLC~~Financial ~~2471~~Accounting NStandards ~~McMullen~~Board, ~~Booth~~or ~~Road~~FASB, ~~Suite.~~issued ~~302~~Accounting ~~Clearwater,~~Standards FLUpdate ~~33759~~No. 2014-~~1362~~09, T:Revenue ~~(518)~~from ~~530-1122~~Contracts F:with Customers (~~727~~Topic 606) ~~674~~, or ASU 606. ASU 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The original effective date of the guidance would have required us to adopt at the beginning of our first quarter of fiscal 2017; however, the FASB approved an optional one-~~0511~~year deferral of the effective date. Additionally, the new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption.

~~REPORT~~In OFJune ~~INDEPENDENT~~2014, ~~REGISTERED~~the ~~PUBLIC~~Financial ~~ACCOUNTING~~Accounting ~~FIRM~~Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

ToIn June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the ~~Board~~Terms of ~~Directors~~an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and ~~Shareholders~~that ~~of:~~could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.

~~Sputnik~~Table ~~Enterprises,~~Of ~~Inc.~~ Contents F-10

~~Orlando~~In August 2014, ~~Florida~~FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

WeIn ~~have~~August ~~audited~~2014, ~~the~~FASB ~~accompanying~~issued ~~balance~~ASU ~~sheets~~2014-15, Disclosure of ~~Sputnik~~Uncertainties ~~Enterprises,~~about ~~Inc.~~an Entity’s Ability to Continue as ofa ~~December~~Going 31Concern, or ASU 2014-15. ~~and~~ASU ~~2013~~2014-15 ~~and~~explicitly ~~the~~requires ~~related~~a ~~statements~~company’s ofmanagement ~~operations,~~to ~~stockholders'~~assess ~~deficit~~an entity’s ability to continue as a going concern, and ~~cash~~to ~~flows~~provide ~~for~~related ~~the~~footnote ~~years~~disclosures ~~then~~in ~~ended~~certain circumstances. ~~These~~The ~~financial~~new ~~statements~~standard ~~are~~will ~~the~~be ~~responsibility~~effective ofin the ~~Company's~~first ~~management.~~annual ~~Our~~period ~~responsibility~~ending after December 15, 2016, although early application is permitted. We do not expect the adoption of this standard to ~~express~~have ana ~~opinion~~material impact on ~~these~~our statements of financial ~~statements~~position, ~~based~~results onof ~~our~~operations ~~audits~~or cash flows.

WeIn ~~conducted~~April ~~our~~2015, ~~audits~~FASB inissued ~~accordance~~ASU ~~with~~No. ~~the~~2015-03, ~~standards~~Interest of– ~~the~~Imputation ~~Public~~of ~~Company~~Interest ~~Accounting Oversight Board~~ (~~United~~Subtopic ~~States~~835-30).: ~~Those~~Simplifying ~~standards~~the ~~require~~presentation ~~that~~of weDebt ~~plan~~Issuance ~~and~~Costs, ~~perform the audit~~ to ~~obtain~~reduce ~~reasonable assurance about whether~~ the ~~financial~~complexity ~~statements are free~~ of ~~material~~having ~~misstatement.~~different ~~The~~balance ~~Company~~sheet ispresentation ~~not~~requirements ~~required~~for todebt ~~have,~~issuance ~~nor~~costs ~~were~~and wedebt ~~engaged~~discounts toand ~~perform,~~premiums. anThe ~~audit~~guidance ofrequires ~~its~~debt ~~internal~~issuance ~~control~~costs ~~over~~related ~~financial~~to ~~reporting.~~a ~~Our~~recognized ~~audits~~debt ~~included~~liability ~~consideration~~be ofreported ~~internal~~on ~~control~~the ~~over~~balance ~~financial~~sheet ~~reporting~~ as a ~~basis~~direct ~~for~~deduction ~~designing~~from ~~audit procedures that are appropriate in~~ the ~~circumstances,~~carrying ~~but~~amount ~~not for the purpose~~ of ~~expressing~~that andebt ~~opinion~~liability. onASU ~~the~~2015-03 ~~effectiveness~~is ofeffective ~~the~~for ~~Company’s~~public ~~internal~~companies ~~control~~for ~~over~~annual ~~financial~~ reporting. ~~Accordingly,~~periods webeginning ~~express~~after noDecember ~~such opinion. An audit also includes examining~~15, ~~on a test basis~~2015, ~~evidence supporting the amounts~~ and ~~disclosures~~interim inperiods ~~the~~within ~~financial~~those ~~statements~~fiscal years. AnThe ~~audit~~Company ~~also~~has ~~includes~~adopted ~~assessing~~ the ~~accounting~~amendments ~~principles~~of ~~used~~ASU ~~and~~2015-03 ~~significant~~effective ~~estimates~~January ~~made by management~~1, ~~as well as, evaluating the overall financial statement presentation~~2016. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In ~~our~~November ~~opinion~~2015, ~~the~~FASB ~~financial~~issued ~~statements~~ASU ~~referred~~No. to2015-17, ~~above~~Balance ~~present~~Sheet ~~fairly,~~Classification inof ~~all~~Deferred ~~material~~Taxes. ~~respects,~~ASU ~~the~~2015-17 ~~financial~~simplifies ~~position~~the presentation of ~~Sputnik~~deferred ~~Enterprises,~~taxes ~~Inc.~~by requiring deferred tax assets and liabilities be classified as ofnoncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 3115, ~~2014~~2016, and ~~2013,~~interim ~~and~~periods ~~the~~within ~~results~~those offiscal ~~its~~years. ~~operations~~The guidance may be adopted prospectively or retrospectively and ~~its~~early ~~cash~~adoption ~~flows~~is ~~for~~permitted. We believe the ~~years~~adoption ~~then~~of ~~ended~~this instandard ~~conformity~~will ~~with~~have ~~accounting~~no ~~principles~~material ~~generally~~impact ~~accepted~~on inour ~~the~~statements ~~United~~of ~~States~~financial position, results of ~~America~~operations or cash flows.

~~The~~In ~~accompanying~~February ~~financial~~2016, ~~statements~~FASB ~~have~~issued ~~been~~ASU ~~prepared~~No. ~~assuming~~2016-02, ~~that~~Leases ~~the~~(Topic ~~Company~~842). ~~will~~The ~~continue~~core asprinciple aof ~~going~~Topic ~~concern.~~842 Asis ~~discussed~~that ina ~~Note~~lessee 3should torecognize the ~~financial~~assets ~~statements,~~and ~~the~~liabilities ~~Company~~that ~~has~~arise ~~recurring~~from ~~losses,~~leases. ~~negative~~ASU ~~cash~~2016-02 ~~flows~~is ~~from~~effective ~~operating~~for ~~activities~~public ~~and~~companies ~~working~~for ~~capital~~annual ~~deficiencies.~~reporting .periods ~~These~~beginning ~~conditions~~after ~~raise~~December ~~substantial~~15, ~~doubt~~2018, ~~about~~and ~~its~~interim ~~ability~~periods towithin ~~continue~~those asfiscal ~~a going concern~~years. ~~Management's~~The ~~plans~~guidance inmay ~~regard~~be toadopted ~~these~~prospectively ~~matters~~or ~~are~~retrospectively ~~also~~and ~~described~~early inadoption ~~Note~~is 3permitted. The ~~financial~~Company ~~statements~~is docurrently ~~not~~assessing ~~include~~the ~~any~~impact ~~adjustments~~the ~~that~~adoption ~~might~~of ~~result~~ASU ~~from~~2016-02 ~~the~~will ~~outcome~~have ofon ~~this~~its ~~uncertainty~~financial statements.

~~Messineo~~NOTE &3 ~~Co.,~~- ~~CPAs,~~GOING ~~LLC~~CONCERN

~~Clearwater~~The Company incurred a net loss of $139,402 FLduring the year ended December 31, 2016 and had net cash used in operating activities of $98,717 for the same period. Additionally, the Company had an accumulated deficit of $2,773,818 at December 31, 2016. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to achieve a level of profitability or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. Upon securing an operating entity, through merger, Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~March~~Table ~~23,~~Of ~~2015~~Contents F-11

~~F-2~~While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~SPUTNIK~~NOTE ~~ENTERPRISES,~~4 ~~INC.~~– LOANS TO RELATED PARTY

~~Balance~~Summary ~~Sheets~~of loans to related party (Sport Venture Group, LLC) are:

As of December 31, 2014 and 2013

	December 31,		December 31,
Date Issued	2016		2015
May 27, 2016	$	6,500	$	—
June 27, 2016		4,000		—
July 8, 2016		2,000		—
July 20, 2016		300		—
December 9, 2016		11,884		—
	$	24,684	$	—

	December 31,			December 31,
	2014			2013
ASSETS
Current assets:
Cash	$	54		$	287
Total current assets		54			287
Total assets		54			287
LIABILITIES
Current liabilities:
Accounts payable		849			4,198
Accrued interest		21,239			-
Notes payable, related party		542,550			102,097
Total current liabilities		422,088			106,295
Total liabilities		564,638			106,295
COMMITMENTS AND CONTINGINCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, 10,000,000 authorized;
52,000 and 52,000 shares issued and outstanding		52,000			52,000
Common stock, $.001 par value, 50,000,000 authorized;
295,278 shares issued and outstanding in both periods		295			295
Additional paid in capital		1,984,653			1,983,978
Accumulated deficit		(2,601,532	)		(2,142,281	)
Total stockholders' deficit		(564,584	)		(106,008	)
Total liabilities and stockholders' deficit	$	54		$	287

These notes bear interest at 10% with maturity dates one year from issuance. If notes are paid before maturity, a minimum interest of 10% is due at that time. Interest of $406 was accrued in 2016. The assets of the business, secure these notes second to any credit facility entered into by Sport Venture Group, LLC.

~~The~~NOTE ~~accompanying~~5 ~~notes~~– ~~are~~NOTES anPAYABLE, ~~integral~~RELATED ~~part of these financial statements.~~PARTY

~~F-3~~Summary of notes payable, related party (Windy River Group, LLC) are:

SPUTNIK ENTERPRISES, INC.

	December 31,		December 31,
Date Issued	2016		2015
May 26, 2016	$	25,000	$	—
November 29, 2016		50,000		—
December 9, 2016		23,768		—
	$	98,768	$	—

(AThese ~~Development~~notes ~~Stage~~bear ~~Entity)~~interest at 10% with maturity dates one year from issuance. If notes are paid before maturity, a minimum interest of 10% is due at that time. Interest of $2,116 was accrued in 2016. The assets of the business secure these notes, second to any credit facility entered into by the Company.

~~Statements~~On September 30, 2015, effective with a change in control of ~~Operations~~the Company on the same date, the Company issued 720,000 shares of common stock, valued at $1,440,000, in exchange for the extinguishment of $525,000 in notes payable, $34,889 in related interest, and $27,974 owed to Mr. Kidd, payable on demand (see Note 6). The Company has relied upon guidance provided in ASC 470-50-40, which states that entities must determine whether the difference between the fair value of the equity issued and the carrying value of the debt extinguished should be recognized a gain or loss or characterized as a capital transaction when with a related party. The Company issued the shares to its prior CEO and controlling shareholder and therefore the Company has recognized a decrease of $852,137 to additional paid in capital for the difference.

	December 31,			December 31,
	2014			2013
Sales		-			-
General and administrative expenses:
Compensation		18,706			95,340
Legal and professional fees		14,457			8,500
Other general and administrative		404,174			10,652
Total operating expenses		437,337			114,492
(Loss) from operations		(437,337	)		(114,492	)
Other income (expense):
Interest (expense)		(21,914	)		(6,968	)
(Loss) before taxes		(459,251	)		(121,460	)
Provision (benefit) for taxes on income		-			-
Net (loss)		(459,251	)		(121,460	)
Basic earnings (loss) per common share		(1.56	)		(0.41	)
Weighted average number of shares outstanding		295,278			295,278

Table Of Contents

F-12

~~The~~NOTE ~~accompanying~~6 ~~notes~~- ~~are~~RELATED anPARTY ~~integral part of these financial statements.~~TRANSACTIONS

~~F-4~~Loans to related party

~~SPUTNIK~~During ~~ENTERPRISES~~2016, ~~INC~~Sport Venture Group, LLC, was provided funding by the Company in the form of loans totaling $24,684 (see Note 4). At December 31, 2016 Sport Venture Group, LLC owns 2,500 shares of Convertible Preferred Stock of the Company. If converted, this would represent 47% of the issued and outstanding common stock of the Company.

~~Statement~~Notes ofpayable ~~Changes~~and inConvertible ~~Stockholders’~~Preferred ~~(Deficit)~~Stock

~~Years~~During ~~Ended~~2016, Windy River Group, LLC, provided funding to the Company in the form of notes payable totaling $98,768 (see Note 5) and Peter Grieve purchased 50 shares of Convertible Preferred Stock for $25,000. Peter Grieve is the owner/manager of Windy River Group, LLC. Mr. Grieve holds voting and investment power over any pecuniary interests in shares of the Company held by Windy River Group, LLC. At December 31, ~~2014~~2016 Windy River Group, LLC and ~~2013~~Peter Grieve own 2,550 shares of Convertible Preferred Stock of the Company. If converted, this would represent 48% of the issued and outstanding common stock of the Company.

		Preferred Stock				Common Stock			Additional Paid in Capital		Accumulated Deficit			TOTAL EQUITY
	Shares		Amount		Shares		Amount
Balance, December 31, 2012		-	$	-		295,278	$	295	$	1,981,385	$	(2,020,821	)	$	(39,141	)
Preferred stock, Series A, issued as compensation		5,200		52,000											52,000
Contributed capital, interest on shareholder loans										2,593					2,593
Net loss												(121,460	)		(121,460	)
Balance, December 31, 2013		5,200		52,000		295,278		295		1,983,978		(2,142,281	)		(106,008	)
Common shares to be issued under consulting agreement (2 million)															515,000
Contributed capital, interest on shareholder loans										675					675
Net loss												(459,251	)		(459,251	)
Balance, December 31, 2014		5,200	$	52,000		295,278	$	295	$	1,984,653	$	(3,116,532	)	$	(564,584	)

On September 30, 2015, effective with a change in control of the Company on the same date, the Company issued 720,000 shares of common stock, valued at $1,440,000, in exchange for the extinguishment of $525,000 in notes payable, $34,889 in related interest, and $26,474 owed to Mr. Kidd, payable on demand (see Note 5). Prior to January 20, 2014, Mr. Kidd was CEO and a Director of the Company and controlling shareholder. The Company has relied upon guidance provided in ASC 470-50-40, which states that entities must determine whether the difference between the fair value of the equity issued and the carrying value of the debt extinguished should be recognized a gain or loss or characterized as a capital transaction when with a related party. The Company issued the shares to its prior CEO and controlling shareholder and therefore the Company has recognized a decrease of $852,137 to additional paid in capital for the difference.

~~The~~Severance ~~accompanying~~and ~~notes are an integral part of these financial statements.~~Release Agreements

~~F-5~~Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company, the Company was released and forever discharged from any and all manner of action or actions against the Company in connection with any and all agreements entered into by and between the Company and R. Thomas Kidd on January 20, 2014.

~~SPUTNIK~~Effective ~~ENTERPRISES~~January 20, ~~INC~~2014, Mr. Kidd retired from his position with the Company, thereby terminating his Employment Agreement. For and as consideration of Kidd's resignation as CEO and Director and retirement from services to the Company, the Company agreed to compensate Mr. Kidd in the form of a severance package.

~~Statements~~Upon execution of ~~Cash~~the ~~Flows~~agreement, and receipt of all documentation, Kidd shall immediately do the following:

Years Ended December 31, 2014 and 2013

	·	Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction.
	·	Resign all positions, as applicable, with the Company.

	Twelve Months Ended			Twelve Months Ended
	December 31,			December 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(459,251	)	$	(121,460	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Imputed interest on note payable		675			2,593
Stock compensation		515,000			52,000
Compensation expense for services rendered and settled by the establishment of a note payable		400,000			-
Change in current assets and liabilities:
Accounts payable		(3,349	)		(568	)
Accounts payable and accrued expenses		21,239			-
Net cash flows from operating activities		(40,686	)		(19,615	)
Cash flows from investing activities:
Net cash flows from investing activities		-			-
Cash flows from financing activities:
Advances from shareholders and related party's		40,453			62,097
Net cash flows from financing activities		40,453			62,097
Net cash flows		(233	)		(5,338	)
Cash and equivalents, beginning of period		287			5,625
Cash and equivalents, end of period	$	54		$	287
Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

On January 20, 2014, the Company entered into a consulting agreement with their former executive, R. Thomas Kidd (“Consultant”), effective upon the completion of a merger or acquisition. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. The Consultant shall be entitled to receive the shares as earned and in the event of termination of the agreement, Company shall be obligated to continue the issuance of shares until the entire 2 million shares are issued to Consultant.

~~The~~Table ~~accompanying~~Of ~~notes~~Contents ~~are an integral part of these financial statements.~~F-13

~~F-6~~Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company, the Company was released and forever discharged from any and all manner of action or actions against the Company in connection with any and all agreements entered into by and between the Company and R. Thomas Kidd.

~~SPUTNIK ENTERPRISES, INC.~~Other

(AThe ~~Development~~Company ~~Stage~~does ~~Entity)~~not own or lease property or lease office space. The office space used by the Company was arranged by the Officers of the Company to use at no charge.

~~NOTES~~The TOamounts ~~FINANCIAL~~and ~~STATEMENTS~~terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 1 7– ~~ORGANIZATION~~EQUITY

~~Sputnik~~On ~~Enterprises~~February ~~Inc.~~14, ~~was~~2013, ~~incorporated~~the inCompany ~~the~~and ~~State~~Dutchess ofOpportunity ~~Delaware~~Fund, onII, ~~September~~LP 27(“Duchess”) entered into an Investment Agreement and a Registration Rights Agreement, ~~2001~~which ~~under~~provides for the ~~name~~investment ~~Sputnik,~~by ~~Inc.~~Dutchess Onof ~~February~~up ~~10,~~to ~~2005,~~$25 wemillion ~~filed~~over ~~Articles~~a period of ~~Conversion~~36 ~~and~~months. ~~new~~Under ~~Articles~~the terms of ~~Incorporation~~the inInvestment ~~Nevada~~Agreement and ~~became~~Registration aRights ~~Nevada~~Agreement, ~~corporation.~~Dutchess ~~From~~will ~~that~~purchase ~~time~~common ~~until~~stock ~~February~~of 29the Company, ~~2008~~subject to and wholly conditioned upon the Company ~~developed~~filing an S-1 registration statement to register the shares acquired by Dutchess and ~~marketed~~the ~~Wi-Fi~~registration ~~software,~~statement ~~services,~~of the shares declared effective by the Securities and ~~hardware~~Exchange ~~for~~Commission. The Investment Agreement sets forth the ~~public~~terms ~~access~~and ~~wireless~~conditions ~~networking~~under ~~market~~which Dutchess will purchase the common stock of the Issuer and other material conditions to the agreement between the parties. As of December 31, 2016, there has been no funding under the agreement.

OnCommon ~~November 13, 2007 we formed a wholly owned subsidiary, Laika, Inc., and transferred all of our assets and liabilities to Laika.~~Stock

OnThe ~~February~~Company 6,has ~~2008,~~authority ~~the~~to ~~Company~~issue ~~amended~~fifty ~~its~~million ~~Articles~~(50,000,000) ofcommon ~~Incorporation~~with toa ~~change~~par ~~the~~value ~~name~~ of ~~Sputnik, Inc~~$. ~~to Sputnik Enterprises, Inc~~001. ~~upon~~The ~~conclusion~~Company ofintends ~~the~~to ~~sale~~issue ofadditional ~~the~~shares ~~stock~~in ofan ~~Laika,~~effort ~~Inc.~~ to ~~AstroChimp,~~fund ~~Inc~~its operations.

OnNo ~~February~~holder ~~29,~~of ~~2008,~~shares ~~we closed the sale~~ of ~~the~~ stock of ~~our~~any ~~wholly~~class ~~owned~~is ~~subsidiary~~entitled, ~~Laika,~~as ~~Inc.~~a tomatter ~~AstroChimp~~of right, ~~Inc.~~to subscribe for ~~cancellation~~or ofpurchase aor ~~loan~~receive any part of ~~$65,000~~any ~~from~~new ~~David~~or ~~LaDuke~~additional toissue ~~us,~~of ~~leaving~~shares usof asstock aof ~~shell~~any ~~company.~~class, ~~AstroChimp~~or isof ~~wholly-owned~~securities byconvertible ~~Mr.~~into ~~LaDuke.~~shares ~~Subsequently~~of ~~AstroChimp~~stock of any class, ~~Inc.~~whether ~~changed~~now ~~its~~hereafter ~~name~~authorized toor ~~Sputnik,~~whether ~~Inc.~~issued ~~and~~for ~~continues~~money, tofor ~~own~~consideration ~~and~~other ~~operate~~than ~~its~~money, ~~business~~or asby away ~~private~~of ~~entity~~dividend.

~~NOTE~~On January 20, 2014, the Company entered into a consulting agreement, effective upon completion of a merger or acquisition, with their former executive, R. Thomas Kidd. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. Under contractual agreement, the shares are to be issued as unrestricted shares. –Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company, the Company was ~~SUMMARY~~released OFand ~~SIGNIFICANT~~forever ~~ACCOUNTING~~discharged ~~POLICIES~~from all agreements entered into by and between the Company and R. Thomas Kidd, thereby nullifying this agreement.

~~Basis~~On September 29, 2015, the Company issued 720,000 shares of ~~Presentation~~common stock in exchange for the release of debt and other agreements entered into with R. Thomas Kidd, the Company's former Chief Executive Officer and Director. The excess of the fair value of consideration paid ($1,440,000) over the debt and accrued interest extinguished ($552,974) was $852,137 and was recorded as a decrease to additional paid in capital on the extinguishment of debt to a related party pursuant to ASC 470-50-40. (see Note 6.)

~~The~~Total ~~Financial~~common ~~Statements~~shares issued and ~~related~~outstanding ~~disclosures~~at ~~have~~both ~~been~~December ~~prepared~~31, ~~pursuant~~2016 ~~to the rules~~ and ~~regulations~~2015 ofwere ~~the SEC~~1,015,286. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

~~Use~~Table ofOf ~~Estimates~~Contents F-14

~~The~~If ~~preparation~~the ofSeries ~~financial~~A ~~statements~~Convertible inPreferred ~~conformity~~Stock ~~with~~was ~~generally~~converted ~~accepted~~into ~~accounting~~common ~~principles~~shares ~~requires~~that ~~management~~would toadd ~~make~~additional ~~estimates~~shares ~~and~~of ~~assumptions~~common ~~that~~stock ~~affect~~of ~~the~~52,500,000 ~~reported~~as ~~amounts~~ of ~~assets~~December ~~and~~31, ~~liabilities~~2016, more than the ~~disclosure~~50,000,000 shares of ~~contingent~~common ~~assets~~stock ~~and~~currently ~~liabilities~~authorized. atIt is the ~~date~~current intention of the ~~financial~~Company ~~statements~~following the filing of this report on Form 10-K and thereafter when the ~~reported~~Company ~~amounts~~becomes ofcurrent ~~revenues~~in ~~and~~all ~~expenses~~SEC ~~during~~filings to file an Information Statement on Schedule 14C to, among other things, increase the ~~reporting~~number ~~periods.~~of ~~Actual~~authorized ~~results~~shares ~~could~~of ~~differ~~Common ~~from~~Stock ~~those~~to ~~estimates~~one ~~and~~billion ~~assumptions~~shares.

~~Reclassification~~Preferred stock

~~Certain~~The ~~amounts~~Company amended its Articles of Incorporation in ~~the~~May ~~prior~~2013 ~~period~~and ~~financial~~subsequently ~~statements~~has authority to issue ten million (10,000,000) Series A Convertible Preferred with a par value of $10.00, of which 5,250 shares have been ~~reclassified~~issued toas ~~conform~~of toDecember 31, 2016. This class of stock may be convertible into common shares at the ~~current~~rate ~~period~~of ~~presentation~~one share of Series A Convertible Preferred for 1,000 shares of common. ~~Specifically~~There are no liquidation preferences over common shares, ~~those~~but ~~presentations~~the ~~under~~Series ~~reporting~~A ~~requirements~~Convertible Preferred may be voted as aif ~~development~~converted ~~stage~~and ~~company~~are entitled to dividend treatment as if converted to common. ~~These~~Series ~~reclassifications~~A ~~had~~Convertible noPreferred ~~effect~~may onbe ~~reported~~converted ~~losses~~to common shares at any time after one year from the date of issuance at the option of the holder.

~~Cash~~On September 30, 2015, Sport Venture Group, LLC and ~~Cash~~Windy ~~Equivalents~~River Group, LLC acquired 5,000 shares (2,500 shares each) of Convertible Preferred Stock of the Company from R. Thomas Kidd for $250,000. If converted, this would represent 94.26% of the issued and outstanding common stock of the Company, indicating a change in control of the Company.

~~The~~On ~~Company~~December ~~considers~~22, ~~all~~2015, ~~highly~~the ~~liquid~~Company ~~investments~~filed ~~purchased~~an ~~with~~Amendment anto ~~original~~the ~~maturity~~Certificate of ~~three~~Designation ~~months~~that ormodified ~~less~~the torights beof ~~cash~~the ~~equivalents.~~holders ~~Cash~~of ~~and~~Series ~~cash~~A ~~equivalents~~Convertible ~~were~~Preferred ~~$54~~Stock ~~and~~by ~~$287~~changing atthe ~~December~~conversion 31ratio to 10,000 ~~2014~~shares of common stock for one share of Series A Convertible Preferred Stock and ~~December~~eliminating ~~31,~~any ~~2013,~~holding ~~respectively~~requirement before conversion.

~~F-7~~On June 15, 2016, Peter Grieve purchased 50 shares of Convertible Preferred Stock for $25,000. Peter Grieve is the owner/manager of Windy River Group, LLC. Mr. Grieve holds voting and investment power over any pecuniary interests in shares of the Company held by Windy River Group, LLC.

~~Cash~~Sport ~~Flow~~Venture ~~Reporting~~Group, LLC

~~The~~Sport ~~Company~~Venture ~~follows ASC 230~~Group, ~~Statement~~LLC was ofincorporated ~~Cash~~in ~~Flows,~~the ~~for~~State ~~cash~~of ~~flows~~South ~~reporting,~~Carolina. ~~classifies~~The ~~cash~~principal ~~receipts~~business ~~and payments according to whether they stem from operating, investing, or financing activities and provides definitions~~ of ~~each~~SVG ~~category,~~is ~~and~~that ~~uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement~~ of ~~Cash~~a ~~Flows,~~sport toinvestment ~~report~~and ~~net~~holding ~~cash~~company ~~flow~~that ~~from~~seeks ~~operating activities by adjusting net income~~ to ~~reconcile~~invest, ithold toand ~~net~~manage ~~cash~~its ~~flow~~various ~~from~~multisport ~~operating~~interests. ~~activities~~Ron byKonersmann ~~removing~~is the ~~effects~~Owner/Manager of ~~(a)~~Sport ~~all~~Venture ~~deferrals~~Group, ofLLC. ~~past~~Mr. ~~operating~~Konersmann ~~cash~~holds ~~receipts~~voting and ~~payments~~investment ~~and~~power ~~all~~over ~~accruals~~any ofpecuniary ~~expected~~interests ~~future operating cash receipts and payments and (b) all items that are included~~ in ~~net~~shares ~~income~~of ~~that~~the doCompany ~~not~~held ~~affect~~by ~~operating~~Sport ~~cash~~Venture ~~receipts~~Group, ~~and payments~~LLC.

~~Fair~~Windy ~~Value~~River ofGroup, ~~Financial Instruments~~LLC

~~The~~Windy ~~Company’s~~River ~~balance~~Group, ~~sheet~~LLC was ~~includes~~incorporated ~~financial~~in ~~instruments~~the ~~consisting~~State of Massachusetts. ~~cash,~~The ~~accounts~~principal ~~payables,~~business ~~accrued~~of ~~expenses~~WRG ~~and~~is that ~~notes~~of ~~payable.~~a ~~The~~private ~~carrying~~investment ~~amounts~~firm ofwith ~~current~~interests ~~assets~~in ~~and~~international ~~current~~football, ~~liabilities~~banking, ~~approximate~~wealth ~~their~~management, ~~fair~~and ~~value~~technology. ~~because~~Peter ofGrieve is the ~~relatively~~owner/manager ~~short period~~ of ~~time~~Windy ~~between~~River ~~the~~Group, ~~origination~~LLC. ofMr. ~~these~~Grieve ~~instruments~~holds voting and ~~their~~investment ~~expected~~power ~~realization~~over any pecuniary interests in shares of the Company held by WRG.

~~ASC~~Total ~~820~~preferred shares, ~~Fair~~ ~~Value~~series ~~Measurements and Disclosures~~A, ~~defines~~issued ~~fair~~and ~~value~~outstanding as ~~the~~of ~~exchange~~December ~~price~~31, ~~that~~2016 would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and ~~(2) an~~December ~~entity’s~~31, ~~own~~2015 ~~assumptions~~were ~~about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels~~5,250 ~~which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1)~~ and ~~the~~5,200, ~~lowest priority to unobservable inputs (Level 3)~~respectively. ~~The three levels of the fair value hierarchy are described below:~~

·Table ~~Level~~Of 1Contents F- ~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities~~15

·NOTE ~~Level~~8 2 - ~~Inputs~~INCOME other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.TAXES

·The ~~Level~~Company 3uses -the ~~Inputs~~liability ~~that~~method, where deferred tax assets and liabilities are ~~both~~determined ~~significant~~based toon the ~~fair~~expected ~~value~~future ~~measurement~~tax consequences of temporary differences between the carrying amounts of assets and ~~unobservable~~liabilities for financial and income tax reporting purposes. During fiscal 2016 and 2015, the Company incurred a net loss and therefore has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward was approximately $2,774,000 and $2,634,000 at December 31, 2016 and 2015, respectively, and will begin to expire in the year 2025.

~~Fair~~At ~~value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of~~ December 31, ~~2014.~~2016 ~~The~~and ~~respective~~2015, ~~carrying~~deferred ~~value~~tax ofassets ~~certain~~at ~~on-balance-sheet~~the ~~financial~~statutory ~~instruments~~rate ~~approximated~~consisted ~~their~~of ~~fair values due to~~ the ~~short-term nature of these instruments.~~following:

Income taxes

Deferred tax assets	2016			2015
Tax benefit	$	943,098		$	895,701
Less: valuation allowance		(943,098	)		(895,701	)
Net deferred tax asset	$	—		$	—

~~The~~NOTE ~~Company~~9 ~~accounts~~– ~~for~~COMMITMENTS ~~income~~AND taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 years 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2014, or 2013.CONTINGENCIES

~~F-8~~Some of the officers and directors of the Company are involved in other business activities and may in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

~~Basic~~In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and ~~Diluted~~there ~~Net~~are ~~Loss~~no ~~per~~current ~~Share~~matters that would have a material effect on the Company’s financial position or results of operations.

The Company’s ~~computes~~operations ~~basic~~are ~~and~~subject ~~diluted~~to ~~earnings~~significant ~~per~~risks ~~share~~and ~~amounts~~uncertainties inincluding ~~accordance~~financial, ~~with~~operational ~~ASC~~and ~~Topic~~regulatory ~~260~~risks, ~~Earnings~~ ~~per~~including ~~Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by~~ the ~~weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the~~ potential ~~dilution~~risk ~~that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance~~ of ~~common~~business ~~stock that could share in the earnings of the Company~~failure.

~~The~~NOTE ~~Company~~10 ~~has incurred net operating losses for December 31, 2014 and 2013, and dilutive earnings per share would be anti~~-~~dilutive,~~ ~~therefore,~~DEFINITIVE ~~dilutive~~AGREEMENT ~~earnings~~FOR ~~per~~REVERSE ~~share~~MERGER have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the form or convertible preferred stock, series A. Common stock equivalents were 5,200,000 for the years ending December 31, 2014 and 2013.TRANSACTION

~~Commitments~~An Agreement was made on February 5, 2016 between FV Corporation ("FV" or "Seller") and ~~contingencies~~Sputnik Enterprises, Inc. ("SPNI" or "Buyer"). The Agreement provides that, subject to all the terms and conditions of this Agreement, at the Closing, FV agrees to receive from SPNI, and SPNI agrees to issue to the shareholders of the Seller (each, a "Shareholder") an aggregate of 45,170,085 shares of Common Stock ("SPNI Common Stock") and such number of shares of Series A Convertible Preferred Stock that convert into an additional 45,170,085 shares of Common Stock of SPNI ("SPNI Preferred Stock") (the SPNI Common Stock and the SPNI Preferred Stock collectively, the "Share Consideration") in exchange for the transfer of all of the issued and outstanding shares of the Common Stock of FV ("FV Shareholder's Shares") to SPNI. Each FV Shareholder's Share that is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive one share of SPNI Common Stock and 0.0001 shares of SPNI Preferred Stock which equates to one share of common stock (together, the "Exchange Ratio"), such that when all shares of Common Stock and SPNI Preferred Stock have been issued under this Agreement and all shares Preferred Stock issued under this Agreement have been converted to common stock, an aggregate of 90,340,170 shares of SPNI Common Stock shall have been issued to FV's Shareholders under this Agreement. Notwithstanding the foregoing, prior to Closing, the parties shall adjust the number of FV Shareholder's Shares to be transferred to SPNI to such number of shares of FV Common Stock as is actually issued and outstanding as of the Closing Date and the aggregate number shares of SPNI Common Stock and SPNI Preferred Stock to be issued to the FV Shareholders shall be adjusted accordingly pursuant to the Exchange Ratio.

~~The~~Sport ~~Company~~Venture ~~follows ASC 450~~Group, ~~Loss~~LLC ~~Contingencies,~~and toWindy ~~report~~River ~~accounting for contingencies. Liabilities for loss contingencies arising from claims~~Group, ~~assessments,~~LLC ~~litigation,~~own ~~fines~~62% and ~~penalties~~3%, ~~and~~respectively ~~other sources are recorded when it is probable that a liability has been incurred and the amount~~ of ~~the~~FV ~~assessment can be reasonably estimated. There were no commitments or contingencies~~ as of December 31, ~~2014 and 2013~~2016.

~~Related~~Closing ~~parties~~of the Agreement is contingent upon a number of terms and conditions described in the Agreement, including FV securing shareholder approval as required under the laws of South Carolina and completion of an audit of FV Corporation. As of the filing of this report, shareholder approval has been acquired by FV and the Company anticipates the conclusion of FV’s audit on or before June 30, 2017.

~~The~~Table ~~Company~~Of ~~follows~~Contents ~~subtopic ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions. See Note 5 for related party transactions.~~F-16

~~Share-based~~Item ~~Expense~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired~~None. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~The~~Item ~~Company~~9A. ~~accounts~~Controls ~~for stock-based compensation issued to non-employees~~ and ~~consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees~~Procedures. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.

~~Share-based~~Evaluation ~~expense~~of ~~for~~Disclosure ~~the~~Controls ~~years ending December 31, 2014~~ and ~~2013 was $0 and $52,000, respectively.~~Procedures

FThe Company's Chief Executive Officer/Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-915(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer has concluded that, as of December 31, 2016, the Company's disclosure controls and procedures were not effective. This conclusion by the Company's Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after December 31, 2016.

~~RECENT~~Management's ~~ACCOUNTING~~Report ~~PRONOUNCEMENTS~~on Internal Control over Financial Reporting

~~From~~Under ~~time~~the tosupervision ~~time~~and with the participation of our management, ~~new~~including ~~accounting~~our ~~pronouncements~~Chief ~~are~~Executive ~~issued~~Officer/Chief byFinancial Officer, we conducted an evaluation of the ~~FASB~~effectiveness orof ~~other~~our ~~standard~~internal ~~setting~~control ~~bodies~~over ~~that~~financial ~~are~~reporting ~~adopted~~as of December 31, 2016 based on the framework stated by the ~~Company~~Committee asof Sponsoring Organizations of the ~~specified~~Treadway ~~effective date~~Commission. ~~Unless~~Furthermore, ~~otherwise~~due ~~discussed~~to our financial situation, we ~~believe~~will ~~that~~be ~~the~~implementing ~~impact~~further ofinternal ~~recently~~controls ~~issued~~as ~~standards~~we ~~that~~become ~~are~~operative ~~not~~in ~~yet~~order ~~effective~~to ~~will~~be ~~not~~fully ~~have~~compliant awith ~~material~~the ~~impact~~standards onset ~~our~~by ~~financial~~the ~~position~~Committee orof ~~results~~Sponsoring Organizations of ~~operations~~the ~~upon~~Treadway ~~adoption~~Commission.

InOur ~~June~~management ~~2014,~~is ~~the~~responsible ~~Financial~~for ~~Accounting~~establishing ~~Standards~~and ~~Board~~maintaining ~~issued~~adequate ~~Accounting~~internal ~~Standards~~control ~~Update~~over ~~No. 2014-10, which eliminated certain~~ financial reporting, ~~requirements~~as ofsuch ~~companies~~term ~~previously~~is ~~identified~~defined asin ~~“Development~~Rules 13a-15(f) ~~Stage~~and ~~Entities”~~ 15d-15(~~Topic 915~~f). ~~The~~of ~~amendments~~the inExchange ~~this~~Act. ~~ASU~~Our ~~simplify~~internal ~~accounting~~control ~~guidance~~system bywas ~~removing~~designed ~~all~~to ~~incremental~~provide ~~financial~~reasonable ~~reporting~~assurance ~~requirements~~regarding ~~for~~the ~~development~~reliability ~~stage~~of ~~entities.~~financial ~~The~~reporting ~~amendments~~and ~~also~~the ~~reduce~~preparation ~~data~~of ~~maintenance~~financial ~~and,~~statements for ~~those~~external ~~entities subject to audit~~purposes, ~~audit~~in ~~costs~~accordance bywith ~~eliminating~~generally ~~the~~accepted ~~requirement~~accounting ~~for~~principles. ~~development~~Because ~~stage entities to present inception-to-date information in the statements~~ of ~~income,~~inherent ~~cash flows~~limitations, ~~and~~a ~~shareholder~~system ~~equity. Early application~~ of ~~each~~internal ofcontrol ~~the~~over ~~amendments~~financial isreporting ~~permitted~~may ~~for~~not ~~any~~prevent ~~annual~~or ~~reporting~~detect ~~period~~misstatements. orAlso, ~~interim~~projections ~~period~~of ~~for~~any ~~which~~evaluation ~~the~~of ~~entity’s~~effectiveness ~~financial~~to ~~statements~~future ~~have~~periods ~~not~~are ~~yet~~subject ~~been~~to ~~issued~~the ~~(public~~risk ~~business~~that ~~entities)~~controls ormay ~~made~~become ~~available~~inadequate ~~for~~due ~~issuance~~to ~~(other~~change ~~entities).~~in ~~Upon adoption~~conditions, ~~entities will no longer present~~ or ~~disclose~~that ~~any~~the ~~information~~degree ~~required~~of bycompliance ~~Topic~~with ~~915.~~the ~~The~~policies ~~Company~~or ~~has~~procedures ~~adopted~~may ~~this standard~~deteriorate.

~~In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-~~Based ~~Payments~~on ~~When~~its ~~the~~evaluation ~~Terms~~as of anDecember ~~Award~~31, ~~Provide~~2016, ~~That~~our amanagement ~~Performance~~concluded ~~Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment~~ that ~~affects~~our ~~vesting~~internal ~~and~~controls ~~that~~over ~~could~~financial bereporting ~~achieved~~were ~~after~~not ~~the~~effective ~~requisite service period should be accounted for~~ as aof ~~performance~~December ~~condition~~31, ~~under~~2016 ~~Accounting~~due ~~Standards~~to ~~Codification~~the ~~(ASC)~~material ~~718, Compensation~~weaknesses —set ~~Stock~~forth ~~Compensation~~below. AsA amaterial ~~result,~~weakness ~~the target~~ is ~~not~~a ~~reflected~~deficiency, inor ~~the~~a ~~estimation~~combination of ~~the~~control ~~award’s~~deficiencies, ~~grant~~in ~~date~~internal ~~fair~~control ~~value. Compensation cost would be recognized~~ over ~~the~~financial ~~required~~reporting ~~service~~such ~~period,~~that ifthere it is ~~probable~~a ~~that~~reasonable ~~the~~possibility ~~performance~~that ~~condition~~a ~~will~~material bemisstatement ~~achieved.~~of ~~The~~the ~~guidance~~Company's ~~is effective for~~ annual ~~periods~~or ~~beginning after 15 December 2015 and~~ interim ~~periods~~financial ~~within~~statements ~~those~~will ~~annual~~not ~~periods.~~be ~~Early~~prevented ~~adoption~~or isdetected ~~permitted.~~on ~~Management has reviewed the ASU and believes that they currently account for these awards in~~ a ~~manner~~timely ~~consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements~~basis.

InThe ~~August~~material ~~2014,~~weaknesses ~~FASB~~relates ~~issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability~~ to ~~Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as~~ the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.following:

~~NOTE~~1. ~~3 –~~As ~~GOING~~of ~~CONCERN~~December 31, 2016, the Company did not maintain effective controls over the control environment. Specifically, the Company has fully not developed its accounting policies and procedures and effectively communicated those to its employees. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

~~The~~2. ~~Company~~As ~~incurred a net loss~~ of ~~$459,251 during the year ended~~ December 31, ~~2014 and had net cash used in operating activities of $40~~2016,~~686~~ ~~for~~ the ~~same period. Additionally, the~~ Company ~~has~~did annot ~~accumulated~~maintain ~~deficit~~effective ofcontrols ~~$2,601,532~~over ~~and~~financial astatement ~~working capital deficit of $564,584 at December 31, 2014~~disclosure. In ~~view of these matters~~Specifically, ~~the~~controls ~~Company's~~were ~~ability~~not todesigned ~~continue~~and ~~as a going concern is dependent upon the Company's ability to achieve a level of profitability or to obtain adequate financing through the issuance of debt or equity~~ in ~~order~~place to ~~finance~~ensure ~~its operations. Upon securing an operating entity, through merger, Management intends to raise additional funds by way of a public or private offering. Management believes~~ that ~~the~~all ~~actions~~disclosures ~~presently~~required ~~being~~were ~~taken~~originally toaddressed ~~further~~in ~~implement~~our ~~its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. The~~ financial statements. ~~of the Company do not include any adjustments relating to the recoverability and classification of recorded assets~~Accordingly, ormanagement ~~the~~has ~~amounts~~determined ~~and classifications of liabilities~~ that ~~might~~this becontrol ~~necessary~~deficiency ~~should~~constitutes ~~the Company be unable to continue as~~ a ~~going~~material ~~concern~~weakness.

~~While~~Table ~~the~~Of ~~Company~~Contents is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s operations. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.9

~~F-10~~3. As of December 31, 2016, management is dominated by a single individual serving as both our CEO and CFO, resulting in inadequate segregation of duties consistent with control objectives and ineffective oversight of the entity’s financial reporting and internal control by those charged with governance.

~~NOTE 4~~Because –of ~~NOTES~~these ~~PAYABLE~~material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2016, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

~~Summary~~Change ofIn ~~notes~~Internal ~~payable:~~Control Over Financial Reporting

	December 31, 2014		December 31, 2013
Note payable, related party (Kidd), dated January 20, 2014, interest 5%, payable upon demand of the holder (a)	$	125,000	$	--
Advances payable, related party (Kidd), 2014, interest 0%, payable upon demand (b)		17,550		102,097
Note payable, related party (Kidd), dated January 20, 2014, interest 3%, payable upon demand of the holder (c)		400,000		--
	$	542,550	$	102,097

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~______________________~~Item 9B. Other Information.

~~(a) On January 20, 2014, the Company consolidated all advances and loans previously made through date by R~~None. Thomas Kidd and his wife into one Promissory Note in the amount of $125,000, payable on demand, with monthly installments of $6,944.44 plus interest at the rate of 5% per annum, with interest accrued from June 1, 2013, beginning 10 days after the Company has received funding from any source.

~~(b)~~PART During the years ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent to the consolidation of advances, described above, made by R. Thomas Kidd on January 20, 2014, Mr. Kidd has made additional cash advances on behalf of the company totaling $17,550. There is no formal note or terms and is payable on demand.III

~~(c)~~Item ~~On January 20, 2014, the Company entered into a Promissory Note with R~~10. ~~Thomas Kidd in the amount of $400~~Directors,~~000~~ ~~and~~Executive ~~is secured by all assets of the Company~~Officers, ~~including but not limited to shares of all subsidiaries~~ and ~~affiliates~~Corporate of the Company. The note was created under severance agreement, a non-cash transaction. The Company has agreed to pledge shares by pledge agreement and executed stock powers, medallion guaranteed. Payments will be made in installments equal to 50% of any and all funding, whether debt or equity, received by the Company or any subsidiaries or affiliates of the Company until paid in full. Governance

~~F-11~~(a) Identification of Directors and Executive Officers. The following table sets forth certain information regarding the Company’s directors and executive officers:

NOTE 5 – RELATED PARTY TRANSACTIONS

Name	Age	Position

Anthony Gebbia	47	Director, Chief Executive Officer, President, Chief Financial Officer and Secretary

~~Notes~~The ~~payable~~following is information on the business experience of each director and officer.

OnMr. ~~January~~Gebbia, 20age 47, ~~2014~~is now and will continue to be our sole officer and director. On August 15, 2011 he joined Armada Sports and Entertainment as Chief Operating Officer and currently holds the position of Chairman & CEO. From May 2009 to March 2010, he was General Manager of T&B Equipment Company, ~~consolidated~~a ~~all~~company ~~advances~~in the business of Bleachers, Scaffolding, and ~~loans~~Tent ~~made~~Flooring. byFrom RFebruary 1988 to May 2009, he was Event Manager/Event Director for Walt Disney Company. ~~Thomas~~Mr. ~~Kidd~~Gebbia brings to the board a diverse career, most notably, gaining 21 years of experience at The Walt Disney Company, a world leader in family and sports entertainment. During his ~~wife~~tenure ~~into~~at ~~one~~Disney, ~~Promissory~~Mr. ~~Note~~Gebbia was immersed in the ~~amount~~Disney culture of ~~$125~~Guest service,~~000~~ creativity and innovation and his experience includes transportation operations, ~~payable~~theme onpark ~~demand~~operations, ~~with~~administration, ~~monthly~~merchandise ~~installments~~operations, offinance, $6business development,~~944~~ international marketing, program development, telecast operations, domestic marketing and alliance marketing.44 ~~plus~~Mr. ~~interest~~Gebbia atcreated the ~~rate~~Logistics Operation for Disney’s Wide World of 5%Sports ~~per~~(now ~~annum~~ESPN Wide World of Sports) and led the logistics teams for such events as the Walt Disney World Golf Classic and The Walt Disney World Marathon. For eight years of his Disney career, Mr. Gebbia developed and oversaw signature events with ~~interest~~multi-million ~~accrued~~dollar operating budgets, leading the project team of members from ~~June~~Finance, 1Entertainment, ~~2013~~Operations, ~~beginning~~Talent 10Relations, ~~days~~Security, ~~after~~Legal, Business Development, Merchandise and Food and Beverage. Mr. Gebbia’s other career experience includes convention sales and operations, restaurant operations and project management on such projects as the ~~Company~~Doha Tribeca Film Festival, Doha, Qatar and on the build-out of several PGA Tour events. Mr. Gebbia is currently on the Board of Directors of the non-profit Kids Beating Cancer and has ~~received~~been ~~funding~~a ~~from~~member ~~any~~of ~~source~~the Board of Directors of the Woman’s Professional Billiards Association.

~~During~~Table ~~the~~Of ~~years~~Contents ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent to the consolidation of advances made by R. Thomas Kidd on January 20, 2014, Mr. Kidd has made additional cash advances on behalf of the company totaling $17,550. There is no formal note or terms and is payable on demand.10

On(b) Significant ~~January 20, 2014, the Company entered into a Promissory Note with R~~Employees. Thomas Kidd in the amount of $400,000 and is secured by all assets of the Company, including but not limited to shares of all subsidiaries and affiliates of the Company. The Company has agreed to pledge shares by pledge agreement and executed stock powers, medallion guaranteed. Payments will be made in installments equal to 50% of any and all funding, whether debt or equity, received by the Company or any subsidiaries or affiliates of the Company until paid in full.

~~Contributed~~As ~~capital~~of the date hereof, the Company has no significant employees.

~~The~~(c) Family ~~Company has been imputed interest on all shareholder advances received by the Company~~Relationships. On January 20, 2014, the Company formalized all shareholder advances into a single demand promissory note and therefore imputed interest on the note for the period is for the 20 days ending January 20, 2014. The Company has recorded a like-kind contribution of capital of $675 and $2,593 for the years ending December 31, 2014 and 2013, respectively, as imputed interest on shareholder loans to the Company.

~~Employment~~There ~~and~~are ~~Severance~~no ~~Agreements~~family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.

On(d) Involvement May 23, 2013 the Company entered into an Employment Agreement with R. Thomas Kidd, to serve as the Chief Executive Officer and Principal Financial Officer of the Company, on a month to month basis. No annual compensation has been assigned to the agreement and future merit bonus is at the discretion of the Board of Directors. Upon signing, 5,000 shares of Preferred Stock, Series A were issued to Mr. Kidd. Effective January 20, 2014, Mr. Kidd retired from his position with the Company, thereby terminating his Employment Agreement. For and as consideration of Kidd’s resignation as CEO and Director and retirement from services to the Company, the Company agreed to compensate Mr. Kidd in ~~the~~Certain ~~form~~Legal ~~of a severance package as follows:~~Proceedings.

·There ~~Company~~have ~~shall~~been ~~execute~~no ~~and~~events ~~deliver~~under aany ~~demand~~bankruptcy ~~promissory note in the amount of $400~~act,~~000,~~ ~~which~~no ~~shall~~criminal beproceedings ~~payable upon the demand of the holder. The promissory note shall be secured by all assets of the Company. · Company shall procure~~ and ~~purchase a $500,000 term life policy with a term of at least 10 years and pay the premiums associated therewith~~ no ~~later than March 1~~judgments, ~~2014. The policy will name Joan L. Kidd~~injunctions, ~~his~~orders ~~spouse,~~or asdecrees ~~beneficiary~~material ~~and Kidd named parties as secondary beneficiaries · Company shall enter into an indemnification agreement with Kidd, in a form acceptable~~ to ~~Kidd, indemnifying Kidd against any claims of any kind from any third party for a period of 7 years. · Company shall enter into an advisor agreement with Kidd which shall provide for~~ the ~~issuance~~evaluation of ~~2 million common shares of stock as compensation for services rendered. · Company shall execute a general release of any and all claims in favor of Kidd relating to Kidd’s tenure as CEO of~~ the ~~Company.~~ability ~~· Company represents~~ and ~~warrants~~integrity ~~that within 5 days~~ of ~~the~~any ~~date~~director, ofexecutive ~~closing of a merger transaction and exiting shell status~~officer, ~~Company~~promoter ~~shall~~or ~~file~~control aperson ~~registration~~of ~~statement~~Registrant onduring ~~form S-1 to register shares under its equity line with Dutchess Capital. No other shares other than~~ the ~~shelf~~past ~~registration~~five ~~for Dutchess will be included in this S-1 registration statement~~years. ~~Company further agrees that it shall take all steps necessary and required to obtain an effective declaration by the SEC on the registration statement.~~

~~F-12~~Compliance with Section 16(a) of the Exchange Act

~~Upon~~Section 16(a) ~~execution~~of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the ~~agreement~~Company’s equity securities, to file reports of beneficial ownership and ~~receipt~~changes in beneficial ownership of ~~all~~the ~~documentation~~Company’s securities with the SEC on Forms 3, ~~Kidd~~4 ~~shall~~and ~~immediately~~5. doOfficers, directors and greater than 10% stockholders are required by SEC regulation to furnish the ~~following:~~Company with copies of all Section 16(a) forms they file.

·	Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction.
·	Resign all positions, as applicable, with the Company.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2015 and written representations that no other reports were required, the Company believes that no person(s), who at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

OnCode ~~January 20, 2014, the Company entered into a consulting agreement with their former executive, R. Thomas Kidd, effective upon the completion~~ of a merger or acquisition. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. The Consultant shall be entitled to receive the shares as earned and in the event of termination of the agreement, Company shall be obligated to continue the issuance of shares until the entire 2 million shares are issued to Consultant. As of December 31, 2014, the shares are unissued and payable. The Company has not recognized any stock-based compensation, as the contingent event of a merger has not occurred.Ethics

~~Other~~The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations

~~The~~Nominating ~~Company does not own or lease property or lease office space. The office space used by the Company was arranged by the Officers of the Company to use at no charge.~~Committee

The ~~amounts~~Company ~~and~~has ~~terms of the above transactions may~~ not ~~necessarily~~adopted beany ~~indicative~~procedures ofby ~~the~~which ~~amounts~~security ~~and~~holders ~~terms~~may ~~that~~recommend ~~would~~nominees ~~have~~to ~~been~~its ~~incurred~~Board ~~had~~of ~~comparable transactions been entered into with independent third parties~~Directors.

~~NOTE 6~~Audit ~~– EQUITY~~Committee

OnThe ~~February~~Board ~~14,~~of ~~2013,~~Directors ~~the~~acts ~~Company~~as ~~and~~the ~~Dutchess~~audit ~~Opportunity~~committee. ~~Fund,~~The ~~II,~~Company LPdoes ~~entered~~not ~~into~~have ~~an Investment Agreement and~~ a ~~Registration~~qualified ~~Rights~~financial ~~Agreement,~~expert ~~which~~at ~~provides~~this ~~for~~time ~~the~~because ~~investment~~it byhas ~~Dutchess~~not ofbeen upable to ~~$25~~hire ~~million over~~ a ~~period~~qualified ~~of 36 months~~candidate. ~~Under the terms of the Investment Agreement and Registration Rights Agreement~~Further, ~~Dutchess will purchase common stock of~~ the Company, ~~subject~~believes tothat ~~and~~it ~~wholly~~has ~~conditioned~~inadequate ~~upon~~financial ~~the~~resources ~~Company~~at ~~filing~~this antime ~~S-1 registration statement~~ to ~~register~~hire ~~the~~such ~~shares~~an ~~acquired by Dutchess and the registration statement of the shares being declared effective by the Securities and Exchange Commission~~expert. The ~~Investment~~Company ~~Agreement~~intends ~~sets~~to ~~forth~~continue ~~the terms and conditions under which Dutchess will purchase the common stock of the Issuer and other material conditions~~ to ~~the~~search ~~agreement~~for ~~between~~a ~~the~~qualified ~~parties.~~individual Asfor ~~of December 31, 2014 there has been no funding under the agreement~~hire.

~~Common~~Table ~~Stock~~Of Contents 11

~~The~~Item ~~Company has authority to issue fifty million (50,000,000) common with a par value of $~~11.~~001of~~ ~~which~~Executive ~~295,278 have been issued. The Company intends to issue additional shares in an effort to capital to find its operations.~~Compensation-

NoSummary ~~holder~~ of ~~shares~~Cash ofand ~~stock~~Certain ofOther any class is entitled, as a matter of right, to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.Compensation

OnThe ~~January~~named ~~20, 2014, the Company entered into a consulting agreement, effective upon completion of a merger or acquisition, with their former~~ executive, R.officers ~~Thomas~~received ~~Kidd. Under~~ the ~~agreement,~~following ~~the~~compensation ~~Company~~from ~~shall compensate Consultant in~~ the ~~form of two million (2,000,000) shares of unrestricted common stock of the~~ Company ~~with~~during ~~issuance to occur in installments of 250,000 shares per month for a period of 8 months. Under contractual agreement,~~ the ~~shares~~fiscal ~~are~~years toended ~~be issued as unrestricted shares. The Company has not completed any merger or acquisition subsequent to the signing of the agreement. As of~~ December 31, ~~2014,~~2016 ~~the shares have not been earned~~ and ~~are~~December ~~unissued~~31, 2015.

Total common shares issued and outstanding at December 31, 2014 and 2013 were 295,278.

Name and principal position

Year

Salary
($)

Bonus
($)

Stock awards
($)

Option awards
($)

Non-equity
incentive plan compensation
($)

Change in pension value and nonqualified deferred compensation earnings
($)

All other compensation
($)

Total
($)

Anthony Gebbia, CEO and CFO, sole Director

2016

2015

~~F-13~~Director Compensation

~~Preferred~~The ~~stock~~Company does not currently pay and has not paid in fiscal years ended December 31, 2016 and December 31, 2015 any cash fees to our directors, nor does the Company pay directors’ expenses in attending board meetings.

~~The~~Item ~~Company~~12. ~~amended~~Security ~~its~~Ownership ~~Articles~~ of ~~Incorporation~~Certain inBeneficial ~~May~~Owners ~~2013~~ and ~~subsequently~~Management has authority to issue ten million (10,000,000) Series A Convertible Preferred with a par value of $10.00, of which 5,200 shares have been issued as of September 30, 2013. This class of stock may be convertible into common shares at the rate of one share of Series A Convertible Preferred for 1,000 shares of common. There are no liquidation preferences over common shares, but the Series A Convertible Preferred may be voted as if converted and ~~are~~Related ~~entitled~~Stockholder ~~to dividend treatment as if converted to common~~Matters. ~~Series A Convertible Preferred may be converted to common shares at any time after one year from the date of issuance at the option of the holder.~~

On(a) ~~May~~The 23following tables set forth certain information as of December 31, ~~2013~~2016, ~~the~~regarding ~~Company~~(i) ~~entered~~each ~~into~~person anknown ~~Executive~~by ~~Employment~~the ~~Agreement~~Company ~~with~~to R.be ~~Thomas~~the ~~Kidd~~beneficial ~~for~~owner ~~services~~of asmore ~~CEO~~than ~~and~~5% ~~Principle~~of ~~Financial~~the ~~Officer.~~outstanding ~~Pursuant~~shares toof ~~the~~Common ~~Agreement~~Stock, ~~Mr.~~(ii) ~~Kidd~~each ~~received 5~~director,~~000~~ ~~shares~~nominee and executive officer of the Company’s ~~Series~~and A(iii) ~~preferred~~all ~~stock~~officers asand ~~compensation~~directors ~~for~~as ~~services, for~~ a ~~value of $50,000~~group.

On May 23, 2013, the Company entered into an Executive Employment Agreement with Anthony Gebbia for services as Chief Operating Officer. Pursuant to the Agreement, Mr. Gebbia received 200 shares of the Company’s Series A preferred stock as a signing bonus and for past services as CEO of the Company, valued at $2,000.

						As Converted					Total Common and As
	Common Shares					Preferred Shares					Converted Shares
Names and Address of Beneficial Owner	Number		Percent			Number		Percent			Number		Percent
Sport Venture Group LLC [1]		0		0	%		25,000,000		48	%		25,000,000		96	%
Windy River Group LLC [2]		0		0	%		25,500,000		49	%		25,000,000		96	%
Anthony Gebbia [3]		0		0	%		2,000,000		4	%		2,000,000		66	%
Thomas Kidd [4]		900,000		89	%		0		0	%		900,000		89	%
All Directors and Officers as a Group [1 person]		0		0	%		2,000,000		4	%		2,000,000		66	%

~~Total preferred shares, series A, issued and outstanding at September 30, 2014 and 2013 were 5,200 and 0, respectively.~~_____________

On[1] ~~January~~Sport ~~20,~~Venture ~~2014,~~Group ~~the~~LLC ~~Company~~is ~~entered~~a ~~into~~wholly-owned asubsidiary ~~severance~~of ~~package~~The O’Lynch Family Revocable Living Trust with Requal beneficial ownership by fifteen descendants of Mr. ~~Thomas~~Jake ~~Kidd~~Lynch. ~~whereby~~The descendants of Mr. ~~Kidd~~Jake ~~will~~Lynch ~~return~~may 5be deemed to share beneficial ownership of the shares held by Sport Venture Group,~~000~~ LLC as a result of their equal beneficial ownership in The O’Lynch Family Revocable Living Trust. Ron Konersmann is the Trustee of The O’Lynch Family Revocable Living Trust and Chairman of Sport Venture Group, LLC and holds sole voting and investment power over any pecuniary interests in shares of the Company held by Sport Venture Group, LLC which includes 2,500 shares of Series A ~~Preferred~~convertible preferred stock of the Registrant, which is currently convertible into 25,000,000 shares toof common stock. The percent ownership is calculated by dividing the ~~Company~~Total ~~upon~~Common ~~closing~~and As Converted Shares for Sport Venture Group LLC by the sum of athe ~~merger~~total orcommon ~~acquisition~~shares ~~transaction~~outstanding (1,015,286) and the Total Common and As Converted Shares for Sport Venture Group LLC [1,015,286 plus 25,000,000]. The business address for each of the entities identified in this footnote is 3022 Morgans Point Rd, Suite 196, Mount Pleasant, SC 29466.

~~NOTE 7 –~~[2] ~~INCOME~~Peter ~~TAXES~~Grieve as he owner/manager of Windy River Group, LLC. Mr. Grieve holds voting and investment power over any pecuniary interests in shares of the Company held by Windy River Group, LLC. Windy River Group, LLC is the beneficial owner of 2,550 shares of Series A convertible preferred stock of the Registrant, which is currently convertible into 25,500,000 shares of common stock. The percent ownership is calculated by dividing the Total Common and As Converted Shares for Windy River Group, LLC by the sum of the total common shares outstanding (1,015,286) and the Total Common and As Converted Shares for Windy River Group, LLC [1,015,286 plus 25,500,000]. The business address of Windy River Group is 10 State Street, Newburyport, MA 01950.

~~The~~[3] ~~Company~~Anthony ~~uses~~Gebbia is the ~~liability~~Sole ~~method~~Director, ~~where~~Chief ~~deferred~~Executive ~~tax~~Officer, ~~assets~~President, ~~and~~Chief ~~liabilities~~Financial ~~are~~Officer ~~determined~~and ~~based~~Secretary onof the ~~expected~~Registrant. ~~future~~Mr. ~~tax~~Gebbia ~~consequences~~is ~~of temporary differences between~~ the ~~carrying~~beneficial ~~amounts~~owner of ~~assets~~200 ~~and~~shares ~~liabilities~~of ~~for~~Series ~~financial~~A ~~and~~convertible ~~income~~preferred ~~tax~~stock ~~reporting~~of ~~purposes.~~the ~~During fiscal 2014 and 2013~~Registrant, ~~the~~which ~~Company~~is ~~incurred~~currently aconvertible ~~net~~into ~~losses~~2,000,000 ~~and~~shares ~~therefore~~of ~~has~~common ~~no tax liability~~stock. The ~~net~~percent ~~deferred~~ownership ~~tax~~is ~~asset~~calculated ~~generated~~ by dividing the ~~loss~~Total ~~carry-forward~~Common ~~has~~and ~~been~~As ~~fully~~Converted ~~reserved~~Shares for Mr. ~~The~~Gebbia ~~cumulative~~by ~~net~~the ~~operating~~sum ~~loss~~of ~~carry-forward~~the istotal ~~approximately~~common ~~$2,601,000~~shares ~~and~~outstanding $2(1,~~142~~015,~~000~~286) atand ~~December~~the ~~31,~~Total ~~2014~~Common and ~~2013,~~As ~~respectively,~~Converted ~~and~~Shares ~~will~~[1,015,286 ~~begin~~plus to2,000,000] ~~expire~~for inMr. ~~the year 2025~~Gebbia.

At[4] ~~December~~Roy ~~31,~~Thomas ~~2014~~Kidd ~~and~~was ~~2013,~~the ~~deferred~~former ~~tax~~Chief ~~assets~~Executive atOfficer of the ~~statutory~~Registrant. ~~rate~~Mr. ~~consisted~~Kidd is the beneficial owner of 900,000 shares of common stock. The percent ownership is calculated by dividing the ~~following:~~900,000 shares of Common Stock by the total common shares outstanding (1,015,286).

Deferred tax assets	2014			2013
Net operating losses	$	390,200		$	321,300
Less: valuation allowance		(390,200	)		(321,300	)
Net deferred tax asset	$	-		$	-

Table Of Contents

~~F-14~~Item 13. Certain Relationships and Related Transactions and Director Independence.

~~NOTE 8~~During –the ~~COMMITMENTS~~year ~~AND~~ending ~~CONTINGENCIES~~December 31, 2016, the Company has not entered into any material transactions with any director, executive officer, promoter, or beneficial owner of five percent or more of our common stock, or family members of such persons except as follows:

~~Some~~Loans ofto ~~the~~related officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.party

InDuring ~~the~~2016, ~~normal~~Sport ~~course~~Venture ofGroup, ~~business~~LLC, ~~the~~was ~~Company~~provided ~~may~~funding ~~become~~by athe ~~party~~Company toin ~~litigation~~the ~~matters~~form ~~involving~~of ~~claims~~loans ~~against~~totaling ~~the~~$24,684 ~~Company~~(see Note 4). ~~The~~At ~~Company's~~December ~~management~~31, is2016 ~~unaware~~Sport ofVenture ~~any~~Group, ~~pending~~LLC orowns ~~threatened~~2,500 ~~assertions~~shares ~~and~~of ~~there~~Convertible ~~are~~Preferred noStock ~~current~~of ~~matters~~the ~~that~~Company. ~~would~~If ~~have~~converted, athis ~~material~~would ~~effect~~represent on47% of the ~~Company’s~~issued ~~financial~~and ~~position~~outstanding orcommon ~~results~~stock of ~~operations~~the Company.

~~The~~Notes ~~Company’s~~payable ~~operations are subject to significant risks~~ and ~~uncertainties~~Convertible ~~including~~Preferred ~~financial, operational and regulatory risks, including the potential risk of business failure.~~Stock

~~NOTE 9 –~~During ~~SUBSEQUENT~~2016, ~~EVENTS~~Windy River Group, LLC, provided funding to the Company in the form of notes payable totaling $98,768 (see Note 5) and Peter Grieve purchased 50 shares of Convertible Preferred Stock for $25,000. Peter Grieve is the owner/manager of Windy River Group, LLC. Mr. Grieve holds voting and investment power over any pecuniary interests in shares of the Company held by Windy River Group, LLC. At December 31, 2016 Windy River Group, LLC and Peter Grieve own 2,550 shares of Convertible Preferred Stock of the Company. If converted, this would represent 48% of the issued and outstanding common stock of the Company.

~~Management~~On ~~has~~September ~~evaluated~~30, ~~subsequent~~2015, ~~events~~effective ~~through~~with a change in control of the ~~date~~Company on the ~~financial~~same ~~statements~~date, ~~were~~the Company issued 720,000 shares of common stock, valued at $1,440,000, in exchange for the extinguishment of $525,000 in notes payable, $34,889 in related interest, and $26,474 owed to Mr. ~~Based~~Kidd, payable on ~~our~~demand ~~evaluation~~(see Note 5). Prior to January 20, 2014, Mr. Kidd was CEO and a Director of the ~~following~~Company ~~events~~and ~~have~~controlling ~~occurred~~shareholder. The Company has relied upon guidance provided in ASC 470-50-40, which states that entities must determine whether the difference between the fair value of the equity issued and ~~require~~the ~~disclosure:~~carrying value of the debt extinguished should be recognized a gain or loss or characterized as a capital transaction when with a related party. The Company issued the shares to its prior CEO and controlling shareholder and therefore the Company has recognized a decrease of $852,137 to additional paid in capital for the difference.

AnSeverance ~~Agreement~~ and ~~Plan~~Release of Merger was made the first day of February, 2015 by and between Sputnik Enterprises, Inc. and Ludvik Holdings, Inc., a Delaware Corporation. Subject to the terms and conditions of the Agreement, at the closing, the Issuer shall merge with and into the Ludvig Holdings, and Ludvig Holdings shall be the surviving corporation in the Merger.Agreements

~~Closing~~Pursuant ~~of the transaction is subject~~ to ~~and~~a ~~wholly~~Release ~~conditioned~~Agreement ~~upon:~~made ~~Each~~effective ~~party~~September ~~shall~~29, ~~have~~2015, ~~obtained the approval of the agreement~~ and ~~plan~~in ofconnection ~~merger~~with by a ~~majority~~change ofin ~~its~~control ~~voting~~of ~~shareholders~~the Company, the ~~Effective~~Company ~~date~~was ~~under~~released ~~the~~and ~~Plan~~forever ~~shall~~discharged ~~have~~from ~~occurred,~~any and ~~the~~all ~~issuer~~manner ~~debt~~ of ~~$540,052~~action ~~due~~or inactions ~~notes~~against ~~payable~~the ~~and~~Company ~~loans~~in ~~payable~~connection ~~shall~~with ~~have~~any ~~been~~and ~~paid~~all toagreements ~~the~~entered ~~satisfaction~~into ofby ~~the note~~ and ~~loan~~between ~~holders. In~~ the ~~event~~Company ~~the~~and ~~closing~~R. ~~has~~Thomas ~~not~~Kidd ~~been completed~~ on orJanuary ~~before February 27~~20, ~~2015, or extended by written agreement of both parties, this agreement shall terminate and be null and void~~2014.

OnEffective ~~February~~January 2620, ~~2015~~2014, anMr. ~~addendum~~Kidd toretired from his position with the Company, thereby terminating his Employment Agreement. ~~was~~For ~~executed~~and ~~whereby~~as ~~the~~consideration ~~closing~~of ~~date~~Kidd's ~~was~~resignation ~~extended~~as CEO and Director and retirement from services to ~~March~~the 10Company, ~~2015.~~the ~~All~~Company ~~other~~agreed ~~terms~~to ~~and~~compensate ~~conditions~~Mr. ofKidd in the ~~Agreement~~form ~~remained~~of ~~the~~a ~~same~~severance package.

OnUpon ~~March~~execution ~~14,~~of ~~2015, an addendum to~~ the ~~Agreement~~agreement, ~~was~~and ~~executed~~receipt ~~whereby~~of ~~the~~all ~~closing date was extended to March 24~~documentation, ~~2015.~~Kidd ~~All~~shall ~~other~~immediately ~~terms~~do ~~and conditions of~~ the ~~Agreement remained the same.~~following:

~~F-15~~• Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction.

~~SIGNATURES~~• Resign all positions, as applicable, with the Company.

InTable ~~accordance~~Of ~~with~~Contents ~~the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~13

	SPUTNIK ENTERPRISES INC.
Dated: March 25, 2015	By	/s/ Anthony Gebbia
		Anthony Gebbia
		Chief Executive Officer and President

14Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company, the Company was released and forever discharged from any and all manner of action or actions against the Company in connection with any and all agreements entered into by and between the Company and R. Thomas Kidd.

Item 14. Principal Accounting Fees and Services.

The aggregate fees billed by our principal accounting firm, Anton& Chia, LLP and for fees billed for fiscal years ended December 31, 2016 and 2015 are as follows:

Name

Audit Fees(1)

Audit Related Fees

Tax Fees

All Other Fees

For fiscal year ended:

December 31, 2016

$31,500

$ 0

For fiscal year ended:

December 31, 2015

$28,685

$ 0

________________________________________

(1)	Includes audit fees for the annual financial statements of the Company, and review of financial statements included in the Company's Form 10-Q quarterly reports and Form 10-K annual reports, and fees normally provided in connection with statutory and regulatory filings for those fiscal years

The Company does not currently have an audit committee. As a result, our board of directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company do not rely on pre-approval policies and procedures.

Part IV

Item 15. Exhibits, Financial Statement Schedules

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.

Exhibit		Description
31		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Table Of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SPUTNIK ENTERPRISES INC.

Dated: June 20, 2017

By:

/s/Anthony Gebbia

Anthony Gebbia, Chief Executive Officer and President

Dated: June 20, 2017

By:

/s/ Anthony Gebbia

Anthony Gebbia, Director

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Filing Compare · Sputnik Enterprises, Inc