UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 2012
SPUTNIK ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-52366 | | 52-2348956 |
(State or other jurisdiction of incorporation or organization) | | (Commission file number) | | (IRS Employer Identification No.) |
3020 Bridgeway Suite 400
Sausalito, CA 94965
(Address of principal executive offices)
(415) 355-9500
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item1.01 Entry into a Material Definitive Agreement.
An Agreement was made on the first day of July 2012, by and between Sputnik Enterprises, Inc., a Nevada corporation (the “Issuer”), and Armada Sports & Entertainment, Inc., a Nevada corporation (the “Company”)
The parties agreed that the Issuer at Closing shall transfer to the Shareholders of the Company, 20,000,000 shares of common stock of Issuer, $.001 par value, in exchange for 100% of the issued and outstanding shares of Company, such that Company shall become a wholly owned subsidiary of the Issuer.
Closing is dependent upon the occurrence of certain conditions, including that the Company:
| a) | Complete and deliver an acceptable audit of the books and records of Company by a PCAOB member satisfactory to Issuer and which complies with the rules and regulations of the Securities and Exchange Commission. |
| b) | Deliver to the Issuer all additional information required to be disclosed in the Form 8-K required in connection with this transaction. |
The Closing of the share exchange and the transactions contemplated by the Agreement shall be on or before August 31, 2012, subject to extension by Company in its sole and absolute discretion.
The Agreement is filed as an exhibit to this Form 8-K and should be referred to in its entirety for complete information concerning this agreement.
Exhibits
10 Agreement for Exchange of Common Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | Sputnik Enterprises, Inc. | |
| | | | |
| Date: July 3, 2012 | By: | /s/ David LaDuke | |
| | David LaDuke | |
| | Chief Executive Officer and Director | |
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