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EX-10.1 - AGREEMENT FOR EXCHANGE OF COMMON STOCK - Sputnik Enterprises, Incspni_ex101.htm


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
 
 
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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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