Attached files
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| EX-31.1 - Sputnik Enterprises, Inc | v205074_ex31-1.htm |
| EX-32.1 - Sputnik Enterprises, Inc | v205074_ex32-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(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 000-52366
Sputnik
Enterprises Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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52-234-8956
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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650
5TH
STREET 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):
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Large
Accelerated Filer ¨
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Accelerated
Filer
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¨
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Non-accelerated
Filer ¨
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Smaller
Reporting Company
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x
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(Do
not check if a smaller reporting company.)
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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.
Item
9A(T). Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
The
Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act) that are designed to ensure
that information required to be disclosed in the Company’s Securities Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
The
Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by this report. Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that, as of the end of the period covered
by this report, the Company’s disclosure controls and procedures were not
effective.
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.
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1.
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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.
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2.
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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.
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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.
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.
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SPUTNIK
ENTERPRISES INC.
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Dated:
December 7, 2010
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By:
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/s/David
LaDuke
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David
LaDuke, Chief Executive Officer and President
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Dated:
December 7, 2010
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By:
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/s/
David LaDuke
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David
LaDuke,
Director
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