Mail Stop 3561
April 24, 2006
Mr. David LaDuke, President
Sputnik, Inc.
650 Townsend Street, Suite 320
San Francisco, CA 94103
Re: Sputnik, Inc.
Amendment No. 8 to Registration Statement on
Form SB-2
Filed April 17, 2006
File No. 333-126158
Dear Mr. LaDuke:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Security Ownership of Certain Beneficial Owners and Management,
page
16
1. We note the statement in footnote 2 to the table that "Sputnik
has
not yet signed an agreement for aftermarket compliance with
GoPublicToday.com. If we do, it could result in up to 750,000
additional shares being issued to Public Company Management
Corporation." We also note in the Contract for Services, the
agreement between the company and GoPublicToday.com ("GPT"), the
disclosure in footnote 1 to the compensation section that states
"Stipulates engaging Public Company Management Services (PCMS) to
provide aftermarket support services (750,000 free tradable
shares)
issued as S-8 stock and four thousand dollars per month during the
duration of the PCMS corporate governance management contract
payable
by automatic draft of a credit card or monthly wire transfer." In
addition, we note under paragraph 1 and Phase IV of the Contract
for
Services agreement, that GPT will provide the following services
"[a]fter you are public, there are many, many continuing reporting
requirements and restrictions ... In order to deal with these
issues,
the Company will retain our affiliate, PCMS, under a separate
contract." Please address the following:
* The Contract for Services states that Sputnik "stipulates" to
engage PCMS to provide aftermarket services for 750,000 tradable
shares. Please discuss whether Sputnik has essentially agreed to
have PCMS provide these services under the Contract for Services.
* If Sputnik has agreed to have PCMS provide these services,
please
advise us why the 750,000 shares are not included in the
beneficial
ownership table.
2. Please file as an exhibit a copy of the aftermarket compliance
agreement between the company and GPT or PCMS.
3. Please advise how GPT or its affiliate PCMS would be eligible
to
receive the 750,000 shares of Sputnik`s common stock under Form S-
8.
It appears that such compensation is pursuant to the Contract for
Services agreement between the company and GPT and is in
connection
with the offer or sale of securities in a capital-raising
transaction. In addition, please advise us whether the services
of
GPT or its affiliate, PCMS is directly or indirectly to promote or
maintain a market for the registrant`s securities. We may have
further comment.
Description of Business, page 18
Employees, 22
4. Please describe the nature of the work of the four employees.
Certain Relationships and Related Transactions, page 26
5. Please describe briefly the consulting and advisory services
performed or to be performed by GPT under the Contract for
Services
agreement.
6. We note that under the terms of the Contract for Services
agreement, GPT is to receive $74,000 and 500,000 shares of the
company`s common stock. Please disclose the value of the 500,000
shares. See Item 404 of Regulation S-B.
7. Please describe the $10,000 credit memo issued by GPT. Please
file the agreement as an exhibit.
8. We note the disclosure in the Contract for Services agreement
that
"GPT will provide the following services ... Initial preparations
and
payment for the Audit of the Company`s financial statements."
Please advise us in detail of the work provided by the GPT in
connection with the company`s financial statements. Also provide
us
with a legal analysis of GPT`s authority to provide audit related
services.
9. We note the disclosure in the Contract for Services agreement
that
GPT will provide services such as assisting and directing all
aspects
of SEC and Blue Sky filings and the preparation and filing of all
the
required documents with regards to the Registration of Certain
Classes of Securities pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934. Please provide us with a legal
analysis as to GPT`s authority to provide legal services.
10. We note the disclosure that PCMS "has provided a contract to
Sputnik to offer services related to ongoing SEC compliance
issues."
Please disclose the principal terms of the agreement and file a
copy
of the agreement as an exhibit.
11. We note the statement that "[t]he fee on this one-year
contract
is 750,000 shares." Please disclose the total value of the
750,000
shares. See Item 404 of Regulation S-B. Also describe the share
price of the 750,000 shares in relation to the public offering
price
of the company`s common stock at $1 per share.
Part II - Information Not Required in Prospectus
Item 25. Other Expenses of Issuance and Distribution
12. Please disclose in this section an itemized statement of all
expenses of the offering. Note that the itemized list should
generally include registration fees, trustees` and transfer
agents`
fees, costs of printing, legal, accounting and listing fees. In
addition, it would appear that all compensation paid to GPT or its
affiliates in connection with this offering should be disclosed,
including the value of all stock to be received by GPT or its
affiliates in connection with this offering. See Item 511 of
Regulation S-B.
Item 26. Recent Sales of Unregistered Securities
13. We note your response to our prior comment five. Without
necessarily agreeing with your analysis, please discuss in this
section the possible impact upon the claimed exemption of Sec.
4(2)
if the filing of a registration statement is considered general
solicitation.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters. Please contact Thomas
Kluck at (202) 551-3233 or Mike Karney, who reviewed your filing,
at
(202) 551-3847 with any other questions.
Sincerely,
John Reynolds
Assistant Director
cc: Michael Williams
Fax (813) 832-5284
David LaDuke
Sputnik, Inc.
April 24, 2006
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