UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31,
2010




o


For the
transition period from _____________________ to ______________





Commission
file number 333-126158





SPUTNIK
ENTERPRISES, INC.





(Exact
name of small business issuer as specified in its charter)





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





650 5th
Street, Suite 301


San
Francisco, CA 94107


(Address
of principal executive offices)





(415)
355-9500


(Issuer’s
telephone number)





N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 xNo  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer
               ̈
              
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              
              Smaller
      Reporting Company
              x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes 
xNo  ̈





As of May
11, 2010 there were 295,286shares issued and
outstanding of the registrant’s common stock.


---




INDEX




PagePART
      I.
                    FINANCIAL
      INFORMATIONItem
      1.
                    Unaudited
      Financial Statements
                    3Balance
      Sheets as of March 31, 2010 and December 31, 2009
    (unaudited)
                    3Statements
      of Operations for the Three Months Ended March 31, 2010 and 2009, and from
      re-entering the development stage, February 29, 2008 to March 31, 2010
      (unaudited)
                    4Statements
      of Cash Flows for the Three Ended March 31, 2010 and 2009, and from
      re-entering the development stage, February 29, 2008 to March 31, 2010
      (unaudited)
                    5Notes
      to Unaudited Financial Statements
                    6Item
      2.
                    Management’s
      Discussion and Analysis or Plan of Operation
                    8Item
      3.
                    Quantitative
      and Qualitative Disclosure about Market Risk
                    9Item
      4.
                    Controls
      and Procedures
                    9PART
      II.
                    OTHER
      INFORMATIONItem
      1.
                    Legal
      Proceedings
                    9Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    9Item
      3.
                    Defaults
      Upon Senior Securities
                    11Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    11Item
      5.
                    Other
      Information
                    11Item
      6.
                    Exhibits
                    11Signatures
                    
                    11




2


PART
I — FINANCIAL INFORMATION


Item
      1.
            Financial
      Statements.





SPUTNIK
ENTERPRISES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


(unaudited)





March 31,
                          2010
                        
                        
                        December 31,
                          2009ASSETSCurrent
      AssetsCash
                        
                        $
                        -
                        
                        
                        $
                        -Total
      Current Assets
                        
                        
                        -
                        
                        
                        
                        -TOTAL
      ASSETS
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      liabilities
                        
                        $
                        -
                        
                        
                        $
                        -Note
      payable
                        
                        
                        25,000
                        
                        
                        
                        25,000Total
      Current Liabilities
                        
                        
                        25,000
                        
                        
                        
                        25,000Stockholders'
      DeficitCommon
      stock, $.001 par value, 50,000,000 shares authorized, 295,278 shares issued and
      outstanding in both periods
                        
                        
                        295
                        
                        
                        
                        295Paid-in
      capital
                        
                        
                        1,948,168
                        
                        
                        
                        1,943,601Accumulated
      deficit from development stage
                        
                        
                        (60,600
                        )
                        
                        
                        (56,033
                        )Accumulated
      deficit from prior operations
                        
                        
                        (1,912,863
                        )
                        
                        
                        (1,912,863
                        )Total
      Stockholders' Deficit
                        
                        
                        (25,000
                        )
                        
                        
                        (25,000
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                        
                        $
                        -
                        
                        
                        $
                        -


3


SPUTNIK
ENTERPRISES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(unaudited)





Three Months Ended
                          
                          
                          Re-entering
                            Development StageMarch 31,
                          
                          
                          to2010
                          
                          
                          2009
                          
                          
                          March 31, 2010Revenue
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Cost
      of goods sold
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Gross
      profit
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Expenses:General
      and administrative costs
                          
                          
                          4,067
                          
                          
                          
                          2,064
                          
                          
                          
                          58,100Total
      operating expense
                          
                          
                          4,067
                          
                          
                          
                          2,064
                          
                          
                          
                          58,100Operating
      Loss
                          
                          
                          (4,067
                          )
                          
                          
                          (2,064
                          )
                          
                          
                          (58,100
                          )Interest
      expense
                          
                          
                          500
                          
                          
                          
                          500
                          
                          
                          
                          2,500NET
      LOSS
                          
                          $
                          (4,567
                          )
                          
                          $
                          (2,564
                          )
                          
                          $
                          (60,600
                          )Basic
      and diluted loss per share
                          
                          $
                          (
      0.02
                          )
                          
                          $
                          (
      0.00
                          )Weighted
      average shares outstanding
                          
                          
                          295,286
                          
                          
                          
                          295,286





See notes
to financial statements.


4




SPUTNIK
ENTERPRISES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(unaudited)





Three Months Ended
                      March 31,
                    
                    
                    Re-entering
                      Development Stage2010
                    
                    
                    2009
                    
                    
                    to March 31, 2010Cash
      Flows from Operating ActivitiesNet
      loss from operations
                    
                    $
                    (4,567
                    )
                    
                    $
                    (2,564
                    )
                    
                    $
                    (60,600
                    )Adjustments
      to reconcile net loss to cash used in operating
activities:Imputed
      interest on note payable
                    
                    
                    500
                    
                    
                    
                    500
                    
                    
                    
                    3,499Note
      payable issued for legal expenses
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    25,000Net
      cash used in operating activities
                    
                    
                    (4,067
                    )
                    
                    
                    (2,064
                    )
                    
                    
                    (32,101
                    )Cash
      Flows from Investing ActivitiesCash
      distributed in spin off
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      Flows from Financing ActivitiesLine
      of credit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Donated
      capital
                    
                    
                    4,067
                    
                    
                    -
                    2,064
                    
                    
                    
                    32,101Proceeds
      from advance from shareholder
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash provided by financing activities
                    
                    
                    4,067
                    
                    
                    
                    2,064
                    
                    
                    
                    32,101Net
      change in cash
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      at beginning of period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Cash
      at end of period
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Supplemental
      Disclosures of Cash Flow InformationCash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Cash
      paid for income taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -




5


SPUTNIK
ENTERPRISES, INC.


(A
DEVELOPMENT STAGE COMPANY)


Notes to
Financial Statements


(unaudited)





NOTE 1 -
BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of Sputnik Enterprises, Inc.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Sputnik’s audited 2009 annual
financial statements and notes thereto filed with the SEC on form 10-K. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
result of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements, which would substantially duplicate the disclosure
required in Sputnik’s 2009 annual financial statements have been
omitted.





Recently
Adopted Accounting Pronouncements





Effective
June 30, 2009, the Company adopted a new accounting standard issued by the FASB
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.





On
September 30, 2009, Sputnik adopted changes issued by the Financial Accounting
Standards Board (FASB) to the authoritative hierarchy of GAAP.  These
changes establish the FASB Accounting Standards Codification (Codification) as
the source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with GAAP.  Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  The FASB will no
longer issue new standards in the form of Statements, FASB Staff Positions, or
Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting
Standards Updates.  Accounting Standards Updates will not be authoritative
in their own right as they will only serve to update the Codification. 
These changes and the Codification itself do not change GAAP.  Other than
the manner in which new accounting guidance is referenced, the adoption of these
changes had no impact on the Financial Statements.





Recently
Issued Accounting Standards





In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.





In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.


6


In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.





NOTE 2 -
GOING CONCERN





The
accompanying financial statements have been prepared assuming that Sputnik will
continue as a going concern. As shown in the accompanying financial statements,
Sputnik suffered losses of $4,567 for the three months ended March 31, 2010 and
has an accumulated deficit of $1,973,463 at March 31, 2010. 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 –
ACCOUNTING POLICIES





The
Company is now considered a development stage enterprise pursuant to FASB
Literature, which focuses on development stage companies. Users of the financial
statements should be familiar with this Literature and its effect on the
financial statements.





NOTE 4 –
NOTE PAYABLE





On July
1, 2008, the Company issued a note in the amount of $25,000 to legal counsel,
Michael T. Williams, for legal expenses. The note is due on demand and has no
stated interest rate. Imputed interest in the amount of $500 is reflected as an
increase to additional paid in capital for the three months ended March 31,
2010.





As of
January 1, 2010, for additional consideration consisting of further legal
services, we agreed that the promissory note in the amount of $25,000 dated July
1, 2008 from us to Michael T. Williams can be converted on or after July 1, 2010
into common stock with such conversion terms and rights as may be agreed by the
parties in the future; provided, however, that the number of shares of common
stock to be issued upon conversion shall not exceed the total authorized but
unissued shares of common stock at the date of conversion and the conversion
price will not be below market price at the date of conversion.





NOTE 5 –
EQUITY





We have
agreed to issue 10,000,000 shares to Sputnik Enterprises, Inc., an
affiliate.  We have not yet agreed upon the issue date or the price and
terms of this issuance.  However, we have agreed that these shares will not
be issued at a value less than the fair market value on the date of issuance and
will not be issued unless there are sufficient authorized and unissued shares to
permit this issuance.





NOTE 6 –
SUBSEQUENT EVENT





There
were no subsequent events from the end of the quarter to the date of issuance of
this filing.


7


Item
      2.
            Management’s
      Discussion and Analysis or Plan of
Operation.




This
10−Q contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
else where in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and “Risk Factors”
below.




The following discussion of our financial condition and results
of operations as of March 31, 2010 should be read in conjunction with our
financial statements and the related notes as provided under Item 1. With
respect to the discussion within this Item 2, the terms “Sputnik,” “we,” “us,”
and “our” refer to Sputnik Enterprises, Inc.





Overview





Sputnik,
Inc. was incorporated in Delaware on September 27, 2001.  On February 10,
2005, we filed Articles of Conversion and new Articles of Incorporation in
Nevada and became a Nevada corporation due to lower corporate filing
fees.





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., leaving us as a shell company. We also changed our name to
Sputnik Enterprises on February 29, 2008.





Results of Operations for
the Three Months Ended March 31, 2010 Compared to the Three Months Ended March
31, 2009





Due to
the fact that we were a shell company in both periods, we had revenues of $0 for
the three months ended March 31, 2010, which was unchanged from our revenue of
$0 for the three months ended March 31, 2009. Also related to our continuing
status as a shell company, our cost of goods sold and gross profits were $0 in
both periods.





Our net
loss for the three months ended March 31, 2010 was $4,567, which was an increase
of $2,003 from our net loss of $2,564 in the three-month period ended March 31,
2009. The increase is due to a difference in accounting expense and is
immaterial.





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.




Cautionary
Note About Forward-Looking Statements




The
information contained in this Report includes some statements that are not
purely historical and are “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, and as
such, may involve risks and uncertainties. These forward-looking statements
relate to, among other things, expectations of the business environment in which
we operate, perceived opportunities in the market and statements regarding our
mission and vision. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. You can
generally identify forward-looking statements as statements containing the words
“anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the
negatives of such terms, but the absence of these words does not mean that a
statement is not forward-looking. For example, our forward-looking statements
may include statements regarding:


8


·
            Our
      projected sales and profitability,




·
            Our
      growth strategies,




·
            Anticipated
      trends in our industry,




·
            Our
      future financing plans, and




·
            Our
      anticipated needs for working
capital.




In light
of these risks, uncertainties and assumptions, the future events, developments
or results described by our forward-looking statements herein could turn to be
materially different from those we discuss or imply.





Item
3.  Quantitative and Qualitative Disclosure about Market Risk





Not
applicable.





Item
      4.
            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 Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). 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 effective to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") 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. 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.





Changes
in Internal Control Over Financial Reporting





In
addition, our management with the participation of our Principal Executive
Officer and Principal Financial Officer have determined that no change in our
internal control over financial reporting occurred during or subsequent to the
quarter ended March 31, 2010 that has materially affected, or is (as that term
is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act
of 1934) reasonably likely to materially affect, our internal control over
financial reporting.


PART
II — OTHER INFORMATION




Item
      1.
            Legal
      Proceedings.




None.





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds.




(a)
            Unregistered Sales of
      Equity Securities.


9


The
Registrant did not sell any unregistered securities during the three months
ended March 31, 2010.




(b)
            Use of
      Proceeds.




The
Registrant did not sell any unregistered securities during the three months
ended March 31, 2010.


10


Item
      3.
            Defaults
      Upon Senior Securities




None.





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.




The
Registrant did not submit any matters to a vote of its security holders during
the three-months ended March 31, 2010.





Item
      5.
            Other
      Information.




Not
applicable.





Item
      6.
            Exhibits.




(a)
Exhibits.





Exhibit
              
              Item31.1
              
              Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      302(a) of the Sarbanes-Oxley Act of 200232.1*
              
              Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      302(a) of the Sarbanes-Oxley Act of
2002


*  This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.





SIGNATURES





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





SPUTNIK
      ENTERPRISES,INC.Date: May 12,
      2010
                  By:
                  /s/ David LaDuke(Authorized
      Officer and Principal Executive
Officer)





11


EXHIBIT
INDEX




Exhibit
              
              Item31.1
              
              Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      302(a) of the Sarbanes-Oxley Act of 200232.1*
              
              Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002




*  This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general


12