U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





x ANNUAL REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2009





 ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-52948







Sputnik
Enterprises Inc.


(Exact
name of registrant as specified in its charter)









Nevada
            
            52-234-8956(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)





650
5THSTREET SUITE 301 SAN FRANCISCO, CA 94107


(Address
of principal executive offices)





(415)
355-9500


(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





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  ̈





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(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





As of
December 31, 2009, there were no non-affiliate holders of common stock of the
Company.





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of
March 23, 2010, there were 295,278 shares of common stock, par value $.001,
outstanding.





INDEX





Page
                  NumberItem
      Number
                
                PART
      IItem
      1
                
                Description
      of Business
                
                3Item
      1A
                
                Risk
      Factors
                
                4Item
      1B
                
                Unresolved
      Staff Comments
                
                5Item
      2
                
                Description
      of Property
                
                5Item
      3
                
                Legal
      Proceedings
                
                5Item
      4
                
                Submission
      of Matters to a Vote of Security Holders
                
                5PART IIItem
      5
                
                Market
      for Common Equity and Related Stockholder Matters
                
                5Item
      6
                
                Management's
      Discussion and Analysis or Plan of Operation
                
                6Item
      7
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                6Item
      7A
                
                Quantitative
      and Qualitative Disclosures about Market Risk.
                
                7Item
      8
                
                Financial
      Statements
                
                7Item
      9
                
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                
                7Item
      9A
                
                Controls
      and Procedures
                
                7Item
      9B
                
                Other
      Information
                
                8PART
      IIIItem
      10
                
                Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
                
                10Item
      11
                
                Executive
      Compensation
                
                10Item
      12
                
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                
                10Item
      13
                
                Certain
      Relationships and Related Transactions, and Director
      Independence
                
                11Item
      14
                
                Principal
      Accountant Fees and Services
                
                12Item
      15
                
                Exhibits
                
                12Signatures
                
                
                
                14





2




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





On
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., a Nevada corporation
wholly owned by David LaDuke, Sputnik’s President and Director.





On
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.





Sputnik
Enterprises seeks the consummation of a reverse merger with another operating
company but following the sale of the stock of our wholly owned subsidiary,
Laika, Inc. to AstroChimp, Inc. has had and will have no active operations until
such reverse merger is finalized.


3


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.


4


Item
1B.  Unresolved Staff Comments





None





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. Submission of Matters to a Vote of Security Holders.





None.





PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.





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-BB with the symbol SPNI.OB.  As of
March 23, 2010, there were 98 shareholders of record of the Common
Stock.





Preferred
Stock





On
February 6, 2008, Sputnik amended our Articles of Incorporation to authorize the
issuance of 10,000,000 shares which will be designated “Preferred Stock”. The
Company has not yet issued any of its preferred stock.





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


5


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 Operation





Sputnik
Enterprises seeks the consummation of a reverse merger with another operating
company. The Company currently does not engage in any business activities that
provide cash flow.  During the next twelve months we anticipate
incurring costs related to:





(i)
            filing
      Exchange Act reports, and





(ii)
            investigating,
      analyzing and consummating a reverse
merger.





We
believe we will be able to meet these costs through use of funds loaned to or
invested in us by our stockholders, management or other
investors.




Liquidity
and Capital Resources





On
February 29, 2008, we closed the sale of the stock of our wholly owned
subsidiary, Laika, Inc. to AstroChimp, Inc., leaving us as a shell
company.  All expenses will be funded as an advance by our officers as we
have no assets, liabilities or source of revenues.





On
December 31, 2009 we had total assets of $0 compared to assets of $0 at December
31, 2008 as a result of discontinuing our operations.





We had
total liabilities of $25,000 as of December 31, 2009, which consisted of
current liabilities and was comprised solely of a $25,000 note payable.
We had an accumulated deficit from prior operations of $1,912,863 and an
accumulated deficit from development stage of $56,033, as of December 31,
2009.





We had
net cash used of ($9,511) for the year ended December 31, 2009, which consisted
of net loss from operations of ($9,571), a decrease of 1,940 in accrued
liabilities and imputed interest on note payable of $2,000.





We had
$9,511 in net cash provided by financing activities for the year ended December
31, 2009 which consisted of $9,511 donated from a shareholder.





Results
of Operations





Our net
loss for 2009 was ($9,571), which is not comparable to the results of operations
in 2008 because on February 29, 2008, we closed the sale of the stock of
our wholly owned subsidiary, Laika, Inc. to AstroChimp, Inc., leaving us as a
shell company, and the financials in that year reflect discontinued operations.
The net loss was comprised solely of ($9,571) from continuing
operations.





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.


6


Critical
Accounting Policies


The
financial reports for the period contained one additional critical accounting
policy which was also an initial adoption of accounting policy that had a
material impact.  Below is a brief discussion of events that
materially affected our financial statements and the basis in which the
transactions were recorded.





DEVELOPMENT
STAGE ENTERPRISE - As a result of the Company’s sale of the operations of
Sputnik, Inc., the Company is now considered a development stage enterprise
pursuant to FASB Standards. Users of the financial statements should be familiar
with this statement and its effect on the financial statements.





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.





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




Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.





None





Item
9A(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, 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)).  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, 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 consolidated 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.





Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended.  Our management assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework.  A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.  We have identified the
following material weaknesses.


7





1.
            As
      of December 31, 2009, we did not maintain effective controls over the
      control environment.  Specifically we have not developed and
      effectively communicated to our employees its accounting policies and
      procedures.  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.





2.
            As
      of December 31, 2009, 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.





Because
of these material weaknesses, management has concluded that the Company did not
maintain effective internal control over financial reporting as of December 31,
2009, based on the criteria established in "Internal Control-Integrated
Framework" issued by the COSO.





Change
In Internal Control Over Financial Reporting





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.





Attestation
Report of the Registered Public Accounting Firm





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.





Item
9B. Other Information.





None.


8


PART
III





Item
10. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.





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





Name
            
            Age
            
            PositionDavid
      LaDuke
            
            49
            
            Director,
      Chief Executive Officer, President, Chief Financial Officer and
      Secretary





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





Mr.
LaDuke has served as President and Chief Executive Officer of Sputnik since
February 2002. Since April 12, 2005, Mr. LaDuke has served as our Treasurer.
 Since November 2003, he has served as Secretary of Sputnik. In November
1998, he co-founded Linuxcare Inc. a provider of enterprise services for
open-source software. He served as Vice President of Marketing there until April
2001. From June 2001 to July 2003 and March 1993 to November 1998, Mr. LaDuke
was an independent consultant in technology, marketing and business strategy for
various companies including Apple Computer, Crystal Decisions, Netscape
Communications, Oracle Corporation, Pinnacle Systems, Silicon Graphics, and
others. From November 1989 to February 1993, Mr. LaDuke worked as the manager of
publishing industry marketing at NeXT Computer, Inc., a computer manufacturing
company acquired by Apple Computer in 1996.  From September 1986 to October
1989, Mr. LaDuke worked in marketing positions at Apple Computer, Inc. Mr.
LaDuke earned an M.B.A. from the Tuck School of Business Administration at
Dartmouth College in 1985, an M.F.A. from Columbia University in 1983 and an
A.B. from Columbia College, Columbia University in 1982.




(b)  Significant
Employees.





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





(c)  Family
Relationships.





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




(d)   Involvement
in Certain Legal Proceedings.




There
have been no events under any bankruptcy act, 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 years.




Compliance
with Section 16(a) of the Exchange Act





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.




Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2009 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.




Code
of Ethics




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


9


Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. 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
11. Executive Compensation.





Summary
of Cash and Certain Other Compensation





The
following sets forth the compensation of the Company's executive officers for
the two fiscal years ended December 31, 2009.





Executive
Officer Compensation Table




The named
executive officers received the following compensation from Sputnik Enterprises
during the fiscal year ended December 31, 2009 and December 31,
2008.





Name and Position
                          
                          Year
                          
                          Cash Compensation
                          
                          Other CompensationDavid
      LaDuke, current President and Director
                          
                          2009
                          
                          $
                          0
                          
                          None2008
                          
                          $
                          15,400
                          
                          None





Director
Compensation





We do not
currently pay any cash fees to our directors, nor do we pay directors’ expenses
in attending board meetings.





Employment
Agreements





The
Company is not a party to any employment agreements.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





(a)           The
following tables set forth certain information as of December 31, 2009,
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 officer of the Company and (iii) all officers and
directors as a group




Name and Address
                    
                    Amount and Nature of
                      Beneficial Ownership
                    
                    
                    Percentage
                      of ClassSputnik,
      Inc.(1)
                    
                    
                    860,000
                    
                    
                    
                    86.4
                    %All
      Directors and Officers as a Group
                      (1
      company)
                    
                    
                    860,000
                    
                    
                    
                    86.4
                    %





(1)           David
LaDuke is sole officer and director of Sputnik, Inc.





(b)           The
Company currently has not authorized any compensation plans or individual
compensation arrangements.


10


Item
13. Certain Relationships and Related Transactions.





During
2009, we have not entered into and as of December 31, 2009 we do not have any
agreements to enter into any 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.





On
November 13, 2007 we formed a wholly owned subsidiary, Laika, Inc., and
transferred all of our assets and liabilities to Laika. On February 29, 2008, we
closed the sale of the stock of our wholly owned subsidiary, Laika, Inc. to
AstroChimp, Inc. for cancellation of $65,000 of David LaDuke to us, leaving us
as a shell company.  AstroChimp is wholly-owned by Mr.
LaDuke.  The purchase price was not determined as a result of
arms’-length negotiations.





Sputnik’s
financial condition has continued to deteriorate since September 30,
2007.  Sputnik’s liabilities now exceed its assets and it has negative
shareholder equity and net worth.  Unless its business plan succeeds,
it will cease operations.  Sputnik has explored all other transaction
structures which will allow Sputnik to implement its business plan and avoid
ceasing operations and has determined that no other viable alternative
exists.


11


Item
14.  Principal Accounting Fees and Services





The
aggregate fees billed by our principal accounting firm, for fees billed for
fiscal years ended December 31, 2009, and 2008 are as follows:





Name
                      
                      Audit Fees(1)
                      
                      
                      Audit Related
                        Fees
                      
                      
                      Tax Fees (2)
                      
                      
                      All Other FeesM&K
      CPAS, PLLCfor
      fiscal year ended:December
      31, 2009
                      
                      $
                      8,050
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0December
      31, 2008
                      
                      $
                      17,553
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      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. We 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
            
            Description31
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of Sarbanes-Oxley Act of 200232
            
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 906 of Sarbanes-Oxley Act of
2002


12


SPUTNIK
ENTERPRISES INC.


(A
Development Stage Company)




INDEX
TO FINANCIAL STATEMENTS




PageReport
      of Independent Registered Public Accounting Firm
              F-2Financial
      Statements:Balance
      Sheets
              F-3Statements
      of Operations
              F-4Statements
      of Cash Flows
              F-5Statement
      of Changes in Stockholders' Equity (Deficit)
              F-6Notes
      to Financial Statements
              F-7
                F-11


F-1





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


(A
Development Stage Company)


Sputnik
Enterprises Inc.





We have
audited the accompanying balance sheets of Sputnik Enterprises Inc. (a
development stage company) as of December 31, 2009 and 2008, and the related
statements of operations, changes in stockholders' equity (deficit), and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sputnik Enterprises Inc. and as of
December 31, 2009 and 2008, and the results of its operations, changes in
stockholders' equity (deficit) and cash flows for the periods described
above in conformity with accounting principles generally accepted in the United
States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




/s/
M&K CPAS, PLLC




www.mkacpas.com


Houston,
Texas


March 23,
2010


F-2


SPUTNIK
ENTERPRISES, INC.


(A
Development Stage Company)


Balance
Sheets


As
of December 31, 2009 and 2008





December 31,
                          2009
                        
                        
                        December 31,
                          2008ASSETSCurrent
      AssetsCash
                        
                        $
                        -
                        
                        
                        $
                        -Total
      Current Assets
                        
                        
                        -
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      liabilities
                        
                        $
                        -
                        
                        
                        $
                        1,940Note
      payable
                        
                        
                        25,000
                        
                        
                        
                        25,000Total
      Current Liabilities
                        
                        
                        25,000
                        
                        
                        
                        26,940Total  Liabilities
                        
                        
                        25,000
                        
                        
                        
                        26,940Common
      stock, $.001 par value, 50,000,000 shares authorized,295,278shares issued and
      outstanding in both periods
                        
                        
                        295
                        
                        
                        
                        295Paid-in
      capital
                        
                        
                        1,943,601
                        
                        
                        
                        1,932,090Accumulated
      deficit from development stage
                        
                        
                        (56,033
                        )
                        
                        
                        (46,462
                        )Accumulated
      deficit from prior operations
                        
                        
                        (1,912,863
                        )
                        
                        
                        (1,912,863
                        )Total
      Stockholders' Deficit
                        
                        
                        (25,000
                        )
                        
                        
                        (26,940
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                        
                        $
                        -
                        
                        
                        $
                        -





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


F-3


SPUTNIK
ENTERPRISES, INC.


(A
Development Stage Company)


Statements
of Operations


Years
Ended December 31, 2009 and 2008 and the Period From


Re-entering
Development Stage to December 31, 2009





Years Ended December 31,
                      
                      
                      Re-entering
                        Development Stage to2009
                      
                      
                      2008
                      
                      
                      December 31, 2009Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Cost
      of goods sold
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Gross
      profit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -ExpensesGeneral
      and administrative costs
                      
                      
                      7,571
                      
                      
                      
                      46,462
                      
                      
                      
                      54,033Total
      operating expense
                      
                      
                      7,571
                      
                      
                      
                      46,462
                      
                      
                      
                      54,033Operating
      Loss
                      
                      
                      (7,571
                      )
                      
                      
                      (46,462
                      )
                      
                      
                      (54,033
                      )Interest
      expense
                      
                      
                      2,000
                      
                      
                      
                      -
                      
                      
                      
                      2,000NET
      LOSS FROM CONTINUING OPERATIONS
                      
                      
                      (9,571
                      )
                      
                      
                      (46,462
                      )
                      
                      
                      (56,033
                      )Loss
      from discontinued operations
                      
                      
                      -
                      
                      
                      
                      (91,467
                      )
                      
                      
                      -Loss
      on disposal
                      
                      
                      -
                      
                      
                      
                      (3,864
                      )
                      
                      
                      -NET
      LOSS
                      
                      $
                      (9,571
                      )
                      
                      $
                      (141,793
                      )
                      
                      $
                      (56,033
                      )Loss
      per common share from continuing operations – basic and
      diluted
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.16
                      )Loss
      per common share from discontinued operations – basic and
      diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.32
                      )Basic
      and diluted loss per share
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.48
                      )Weighted
      average shares outstanding
                      
                      
                      295,278
                      
                      
                      
                      295,278





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


F-4


SPUTNIK
ENTERPRISES, INC.


(A
Development Stage Company)


Statements
of Cash Flows


Years
Ended December 31, 2009 and 2008 and the Period From


Re-entering
Development Stage to December 31, 2009





2009
                  
                  
                  2008
                  
                  
                  Re-entering
                    Development
                    Stageto
                    December 31,
                    2009Cash
      Flows from Operating ActivitiesNet
      loss from operations
                  
                  $
                  (9,571
                  )
                  
                  $
                  (46,462
                  )
                  
                  $
                  (56,033
                  )Net
      loss from discontinued operations
                  
                  
                  -
                  
                  
                  
                  (91,
      467
                  )
                  
                  
                  -Loss
      on disposal
                  
                  
                  -
                  
                  
                  
                  (3,864
                  )
                  
                  
                  -Adjustments
      to reconcile net loss to netcash
      used in operating activities:Depreciation
                  
                  
                  -
                  
                  
                  
                  1,578
                  
                  
                  
                  -Imputed
      interest on note payable
                  
                  
                  2,000
                  
                  
                  
                  2,908
                  
                  
                  
                  2,999Note
      payable issued for legal expenses
                  
                  
                  -
                  
                  
                  
                  25,000
                  
                  
                  
                  25,000Changes
      in working capital:Accounts
      receivable
                  
                  
                  -
                  
                  
                  
                  (5,660
                  )
                  
                  
                  -Inventory
                  
                  
                  -
                  
                  
                  
                  (1,776
                  )
                  
                  
                  -Prepaid
      expenses and other current assets
                  
                  
                  -
                  
                  
                  
                  (2,467
                  )
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  (1,940
                  )
                  
                  
                  16,928
                  
                  
                  
                  -Net
      cash used in operating activities
                  
                  
                  (9,511
                  )
                  
                  
                  (105,282
                  )
                  
                  
                  (28,034
                  )Cash
      Flows from Investing ActivitiesCash
      distributed in spin off
                  
                  
                  -
                  
                  
                  
                  (23,580
                  )
                  
                  
                  -Purchase
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  (23,580
                  )
                  
                  
                  -Cash
      Flows from Financing ActivitiesLine
      of credit
                  
                  
                  -
                  
                  
                  
                  (20,369
                  )
                  
                  
                  -Donated
      capital from shareholder
                  
                  
                  9,511
                  
                  
                  
                  18,523
                  
                  
                  
                  28,034Proceeds
      from advance from shareholder
                  
                  
                  -
                  
                  
                  
                  135,000
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  9,511
                  
                  
                  
                  133,154
                  
                  
                  
                  28,034Net
      change in cash
                  
                  
                  -
                  
                  
                  
                  (4,292
                  )
                  
                  
                  -Cash
      at beginning of year
                  
                  
                  -
                  
                  
                  
                  4,292
                  
                  
                  
                  -Cash
      at end of year
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      Disclosures of Cash Flow InformationCash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  853
                  
                  
                  $
                  -Cash
      paid for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -


F-5


SPUTNIK
ENTERPRISES, INC.


(A
Development Stage Company)


Statement
of Changes in Stockholder's Equity (Deficit)


Years
Ended December 31, 2009 and 2008





AccumulatedCommon Stock
                                                                            
                                                                            
                                                                            Additional
                                                                            
                                                                            
                                                                            (Deficit)
                                                                            
                                                                            
                                                                            TotalNumber
      of
                                                                              Shares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            Paid-inCapital
                                                                            
                                                                            
                                                                            Development
                                                                              Stage
                                                                            
                                                                            
                                                                            PriorOperations
                                                                            
                                                                            
                                                                            Stockholders'DeficitBalance
      – December 31, 2007
                                                                            
                                                                            
                                                                            295,278
                                                                            
                                                                            
                                                                            $
                                                                            295
                                                                            
                                                                            
                                                                            $
                                                                            1,710,659
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            (1,817,532
                                                                            )
                                                                            
                                                                            $
                                                                            (106,578
                                                                            )Imputed
      interest
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,908
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,908Donated
      capital from shareholder
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            18,523
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            18,523Laika
      adjustment
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            200,000
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            200,000Net
      loss
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (46,462
                                                                            )
                                                                            
                                                                            
                                                                            (95,331
                                                                            )
                                                                            
                                                                            
                                                                            (141,793
                                                                            )Balance
      - December 31, 2008
                                                                            
                                                                            
                                                                            295,278
                                                                            
                                                                            
                                                                            
                                                                            295
                                                                            
                                                                            
                                                                            
                                                                            1,932,090
                                                                            
                                                                            
                                                                            
                                                                            (46,462
                                                                            )
                                                                            
                                                                            
                                                                            (1,912,863
                                                                            )
                                                                            
                                                                            
                                                                            (26,940
                                                                            )Imputed
      interest
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,000
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            2,000Donated
      capital from shareholder
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            9,511
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            9,511Net
      loss
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (9,571
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (9,571
                                                                            )Balance
      – December 31, 2009
                                                                            
                                                                            
                                                                            295,278
                                                                            
                                                                            
                                                                            $
                                                                            295
                                                                            
                                                                            
                                                                            $
                                                                            1,943,601
                                                                            
                                                                            
                                                                            $
                                                                            (56,033
                                                                            )
                                                                            
                                                                            $
                                                                            (1,912,863
                                                                            )
                                                                            
                                                                            $
                                                                            (25,000
                                                                            )





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


F-6


SPUTNIK
ENTERPRISES, INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





History





Sputnik
Enterprises Inc. was 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
November 13, 2007 we formed a wholly owned subsidiary, Laika, Inc., and
transferred all of our assets and liabilities to Laika.





On
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., a Nevada corporation
wholly owned by David LaDuke, Sputnik’s President and Director.





On
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.





Sputnik
Enterprises seeks the consummation of a reverse merger with another operating
company but has had and will have no active operations until such reverse merger
is finalized.





Basis of
Presentation





The
Company follows accounting principles generally accepted in the United States of
America.  In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein.





Use of
Estimates





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.





Cash and Cash
Equivalents





For
purposes of the statements of cash flows, Sputnik Enterprises considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. As of December 31, 2009 and 2008, there were no
cash equivalents.





Development Stage
Company





The
Company complies with Accounting Codification Standard 915-10 for its
characterization of the Company as development stage.





Revenue
Recognition





Sputnik
Enterprises recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectability is reasonably assured.


F-7


Income
Taxes





The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered.  The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets likely.





Basic and Diluted Net Loss
per Share





Basic
earnings per common share is computed based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per share consists
of the weighted average number of common shares outstanding plus the dilutive
effects of options and warrants calculated using the treasury stock method. In
loss periods, dilutive common equivalent shares are excluded as the effect would
be anti-dilutive. At December 31, 2009 and 2008, no equivalents existed because
the effect would be anti-dilutive.





Fair Value of Financial
Instruments





Pursuant
to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is
required to estimate the fair value of all financial instruments included on its
balance sheet as of December 31, 2009. The Company’s financial instruments
consist of cash.  The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to the
short-term nature of these financial instruments.





Recently Issued Accounting
Pronouncements





In June
2009, the Financial Accounting Standards Board (FASB) issued ASC Statement No.
105. The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105).  ASC 105 has become the
single source authoritative nongovernmental U.S. generally accepted accounting
principles (GAAP), superseding existing FASB, American Institute of Certified
Public Accountants, Emerging Issues Task Force, and related accounting
literature.  ASC 105 reorganized the thousands of GAAP pronouncements
into roughly 90 accounting topics and displays them using a consistent
structure.  Also included is relevant SEC guidance organized using the
same topical structure in separate sections.  The Company adopted ASC
105 on July 1, 2009.  The adoption of ASC 105 did not have an impact
on the Company’s financial position or results of operations.





On
April 1, 2009, the Company adopted ASC 825-10-65, Financial Instruments –
Overall – Transition and Open Effective Date Information (ASC 825-10-65). ASC
825-10-65 amends ASC 825-10 to require disclosures about fair value of financial
instruments in interim financial statements as well as in annual financial
statements and also amends ASC 270-10 to require those disclosures in all
interim financial statements. The adoption of ASC 825-10-65 did not have a
material impact on the Company’s results of operations or financial
condition.





On
April 1, 2009, the Company adopted ASC 855. ASC 855 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. It requires the disclosure of the date through which an
entity has evaluated subsequent events and the basis for that date – that is,
whether that date represents the date the financial statements were issued or
were available to be issued. This disclosure should alert all users of
financial statements that an entity has not evaluated subsequent events after
that date in the set of financial statements being presented. The adoption of
ASC 855 did not have a material impact on the Company’s results of operations or
financial condition.





On
July 1, 2009, the Company adopted ASU No. 2009-05, Fair Value
Measurements and Disclosures (Topic 820) (ASU 2009-05). ASU 2009-05 provided
amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for
the fair value measurement of liabilities. ASU 2009-05 provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using certain techniques. ASU 2009-05 also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
include a separate input or adjustment to other inputs relating to the existence
of a restriction that prevents the transfer of a liability. ASU 2009-05 also
clarifies that both a quoted price in an active market for the identical
liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the
quoted price of the asset are required are Level 1 fair value measurements. The
adoption of ASU 2009-05 did not have a material impact on the Company’s results
of operations or financial condition.


F-8


In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements, (amendments to ASC 605, Revenue Recognition) (ASU
2009-13).  ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method.  ASU 2009-13 should be applied on a prospective
basis for revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption permitted.
The Company does not expect adoption of ASU 2009-13 to have a material impact on
the Company’s results of operations or financial condition.





NOTE
2 - GOING CONCERN





The
accompanying financial statements have been prepared assuming that Sputnik
Enterprises will continue as a going concern. As shown in the accompanying
financial statements, Sputnik suffered losses of $9,571 for the year ended
December 31, 2009 and $141,793 for the year ended December 31, 2008 and has an
accumulated deficit of $1,968,896 at December 31, 2009. These conditions raise
substantial doubt as to Sputnik's ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
Sputnik is unable to continue as a going concern.





NOTE
3 - RELATED PARTY TRANSACTIONS





During
the years ended December 31, 2009 and 2009, the Company’s President paid
expenses on behalf of the Company in the amounts of $9,511 and $18,523,
respectively. These amounts are included in additional paid in
capital.





NOTE
4 - INCOME TAXES





Sputnik
uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2009 and 2008, Sputnik 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 is $1,554,339 and $1,544,768 at December 31, 2009
and 2008, respectively, and will begin to expire in the year 2023.





At
December 31, 2009 and 2008, deferred tax assets consisted of the
following:




Deferred
      tax assets
                    
                    2009
                    
                    
                    2008Net
      operating losses
                    
                    $
                    528,475
                    
                    
                    $
                    525,221Less:  valuation
      allowance
                    
                    
                    (528,475
                    )
                    
                    
                    (525,221
                    )Net
      deferred tax asset
                    
                    $
                    -
                    
                    
                    $
                    -




NOTE
5 – NOTE PAYABLE





On July
1, 2008, the Company issued a note in the amount of $25,000 to legal counsel for
legal expenses to be incurred. The note is due on demand and has no stated
interest rate. Imputed interest in the amount of $2,000 calculated at 8%
interest is reflected as an increase to additional paid in capital.





NOTE
6 – DISCONTINUED OPERATIONS





On
February 6, 2008, Sputnik amended our 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., and to give the authority to
issue an additional 10,000,000 shares which will be designated “Preferred
Stock”





This
resolution was undertaken because management determined that additional capital
could be raised by transforming itself into a public shell, having management
sell a controlling interest in the public shell, and management agreeing to
invest all proceeds of the sale of such controlling interest into Laika, after
payment of all personal tax liabilities and out-of-pocket expenses as a result
of such sale, and management has agreed to do so.


F-9


On
February 29, 2008, we closed the sale of the stock of our wholly owned
subsidiary, Laika, Inc. to AstroChimp, Inc., leaving us as a shell
company.





In
connection with the sale of stock, all of the assets and liabilities were
transferred and the due to affiliate was forgiven and treated as additional paid
in capital. The following schedule shows the effects of the dividend
distribution which resulted from the sale of the stock of the wholly owned
subsidiary at February 29, 2008:





February
                  29,
                  2008
                
                
                Adjustments
                
                
                Adjusted
                  February 29, 2008ASSETSCurrent
      AssetsCash
                
                $
                27,444
                
                
                $
                (27,444
                )
                
                $
                -Accounts
      receivable
                
                
                35,462
                
                
                
                (35,462
                )
                
                
                -Inventory
                
                
                11,561
                
                
                
                (11,561
                )
                
                
                -Prepaid
      expenses and other assets
                
                
                39,782
                
                
                
                (39,782
                )
                
                
                -Total
      Current Assets
                
                
                114,249
                
                
                
                (114,249
                )
                
                
                -Property
      and equipment, net
                
                
                8,177
                
                
                
                (8,177
                )
                
                
                -Deposit
                
                
                6,101
                
                
                
                (6,101
                )
                
                
                -TOTAL
      ASSETS
                
                $
                128,527
                
                
                $
                (128,527
                )
                
                $
                -LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                
                $
                61,494
                
                
                $
                (61,494
                )
                
                $
                -Due
      to affiliate
                
                
                200,000
                
                
                
                (200,000
                )
                
                
                -Deferred
      revenue
                
                
                13,008
                
                
                
                (13,008
                )
                
                
                -Accrued
      liabilities
                
                
                50,161
                
                
                
                (50,161
                )
                
                
                -Total
      Current Liabilities
                
                
                324,663
                
                
                
                (324,663
                )
                
                
                -Stockholders'
      EquityPreferred
      stock, $.001 par value, 10,000,000 shares authorized, none issued and
      outstanding
                
                
                -
                
                
                
                -
                
                
                
                -Common
      stock, $.001 par value, 50,000,000 shares authorized 14,763,919shares issued and
      outstanding
                
                
                14,764
                
                
                
                -
                
                
                
                14,764Paid-in
      capital
                
                
                1,698,099
                
                
                
                200,000
                
                
                
                1,898,099Accumulated
      deficit
                
                
                (1,908,999
                )
                
                
                (3,864
                )
                
                
                (1,912,863
                )Total
      Stockholders' Equity
                
                
                (196,136
                )
                
                
                196,136
                
                
                
                -TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                128,527
                
                
                $
                (128,527
                )
                
                $
                -




The
following table shows the income statement impact of discontinued
operations.


December
      31,
                      2009
                    
                    
                    December
      31,
                      2008Net
      loss from discontinued operations
                    
                    
                    -
                    
                    
                    $
                    (91,467
                    )Loss
      on disposal
                    
                    
                    -
                    
                    
                    $
                    (3,864
                    )





NOTE
7 – CAPITAL STOCK





On
October 27, 2008, Sputnik Enterprises, Inc. executed a 50:1 reverse split of its
stock, with fractional shares rounded up. All share information presented has
been adjusted to reflect the reverse split.


F-10


NOTE
8 - FAIR VALUE ACCOUNTING




Fair Value
Measurements





On
January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair
Value Measurements.  ASC 820-10 relates to financial assets and
financial liabilities.





ASC
820-10 defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited
exceptions.





ASC
820-10 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This standard is now the single source in
GAAP for the definition of fair value, except for the fair value of leased
property as defined in SFAS 13. ASC 820-10 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 entity’s own assumptions, about market participant assumptions, that
are developed based on the best information available in the circumstances
(unobservable inputs). The fair value hierarchy consists of three broad levels,
which 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
under ASC 820-10 are described below:





•
                Level
      1
                Unadjusted
      quoted prices in active markets that are accessible at the measurement
      date for identical, unrestricted assets or liabilities.•
                Level
      2
                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
      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.•
                Level
      3
                Inputs
      that are both significant to the fair value measurement
      and   unobservable. These inputs rely on management's own
      assumptions about the assumptions that market participants would use in
      pricing the asset or liability. (The unobservable inputs are developed
      based on the best information available in the circumstances and may
      include the Company's own
data.)




The
following presents the Company's fair value hierarchy for those assets and
liabilities measured at fair value on a non-recurring basis as of December 31,
2009 and 2008:





Level 1: None




Level 2: None




Level 3: None




Total Gain (Losses): None





NOTE
9 - SUBSEQUENT EVENTS





The
Company has evaluated subsequent events through the date these financial
statements were issued. There are no reporting subsequent events requiring
disclosure.


F-11


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:
      March 24, 2010
                By:
                /s/David LaDukeDavid
      LaDuke, Chief Executive Officer and PresidentDated:
      March 24, 2010
                By:
                /s/ David LaDukeDavid
      LaDuke, Director


14