SPUTNIK ENTERPRISES, INC. (OTCMKTS:SPNI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
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Entry into a Material Definitive Agreement |
OnJune 26, 2017 (the Closing), Sputnik Enterprises, Inc.,
a Nevada corporation (Sputnik Enterprises, SPNI or the
Registrant), closed a reverse take-over transaction by
which it acquired a private company that focuses on international
football (soccer) through investment in professional clubs around
the world, development of fan engagement solutions and player
development through global grassroots (players ages 3-9)
programs. to a Share Exchange Agreement (the Exchange
Agreement) between the Registrant and FV Corporation, a South
Carolina corporation (FVCO), the Registrant acquired 100% of the
ownership interests of FVCO including all intellectual property,
research, asset and subsidiaries including Apps FC, a limited
liability company formed in South Carolina (Apps FC), a
wholly-owned subsidiary of FVCO.
Prior to the reverse take-over under the Exchange Agreement
(Exchange Transaction), we were a public reporting shell
company as defined in Rule 12b-2 of the Securities Exchange Act
of 1934, as amended. As a result of the reverse take-over
transaction we acquired the business and operations of FVCO and
Apps FC became our wholly-owned subsidiary.
The following is a brief description of the terms and conditions
of the Exchange Agreement and the transactions contemplated
thereunder that are material to the Registrant.
Exchange Transaction
Under the Exchange Agreement, the Registrant completed the
acquisition of all of the issued and outstanding ownership
interest in FVCO through the issuance of 44,351,250 of restricted
Common Stock shares to FVCO shareholders and the equivalent of
44,351,250 of restricted Common Stock in the form of Series A
Preferred Shares. Immediately after the issuance of the shares to
FVCO, the Registrant had 45,366,536 shares of Common Stock issued
and outstanding, of which 44,351,250 shares of Common Stock are
owned by FVCO shareholders.
There was no change in the Executive Officer and Director of the
Registrant in connection with the transaction, and Anthony Gebbia
remains our sole Executive Officer and Director after the
Closing.
As to change of control, the Registrant notes that prior to the
consummation of the Exchange Transaction, Sport Venture Group,
LLC, a South Carolina limited liability corporation (SVG), an
Affiliate and Majority Owner of FVCO, owned 25,000,000 shares of
Common Stock in the equivalent form of Series A Preferred Shares
of the Registrant and thus was a controlling stockholder.
The foregoing description of the Exchange Agreement is qualified
in its entirety by the contents of such Exchange Agreement, which
is attached as Exhibit 2.1 to this Form 8-K.
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Item2.01 |
Completion of Acquisition or Disposition of |
The Reverse Take-Over and Related Exchange
Transaction
On June 26, 2017, Sputnik Enterprises acquired FVCO in a reverse
take-over transaction. As a result, we acquired and now control
the businesses and operations of FVCO. Reference is made to Item
1.01, which is incorporated herein, which summarizes the terms of
the reverse take-over transaction under the Exchange Agreement.
The Exchange Agreement and the transactions contemplated
thereunder were approved by our board of directors, as well as
FVCOs management and FVCO, sole shareholder of Apps FC. Prior to
the consummation of the Exchange Transaction, Sport Venture
Group, LLC, a South Carolina limited liability corporation (SVG),
an Affiliate of FVCO, owned 25,000,000 shares of Common Stock in
the form of Series A Preferred Shares of the Registrant.
Other material terms and conditions of the Exchange Agreement are
described under Item 1.01 above and such description is
incorporated herein by reference.
From and after the Closing, our primary operations consist of the
business and operations of FVCO. Therefore, we disclose
information about the business, financial condition, and
management of FVCO in this Form 8-K.
Accounting Treatment
On June 26, 2017, under the Exchange Agreement, the Registrant
completed the acquisition of all of the issued and outstanding
ownership interest in FVCO through the issuance of 44,351,250 of
restricted Common Stock shares to FVCO shareholders and the
equivalent of 44,351,250 of restricted Common Stock in the form
of Series A Preferred Shares. Immediately after the issuance of
the shares to FVCO, the Registrant had 45,366,536 shares of
Common Stock issued and outstanding, of which 44,351,250 shares
or 98% of Common Stock are owned by FVCO.
For financial reporting purposes, the transaction will be
accounted for as a reverse merger rather than a business
combination, because the sellers of FVCO effectively control the
combined companies immediately following the transaction. As
such, FVCO is deemed to be the accounting acquirer in the
transaction and, consequently, the transaction is being treated
as a reverse acquisition by SPNI. Accordingly, the assets and
liabilities and the historical operations that will be reflected
in SPNIs ongoing financial statements will be those of FVCO and
will be recorded at the historical cost basis of FVCO. The
historical financial statements of SPNI before the transaction
will be replaced with the historical financial statements of FVCO
before the transaction and in all future filings with the United
States Securities and Exchange Commission (SEC). The Merger is
intended to be treated as a tax-free exchange under Section
368(a) of the Internal Revenue Code of 1986, as amended.
DESCRIPTION OF BUSINESS
Except as otherwise indicated by the context, references to we,
us or our hereinafter in this Form 8-K are to the consolidated
business of SPNI and FVCO, except that references to our common
stock, our ownership interest in common stock or our capital
stock or similar terms shall refer to the common stock of the
Registrant.
Overview
FVCO focuses on international football (soccer) through
investment in professional clubs around the world, development of
fan engagement solutions and player development through global
grassroots (players ages 3-9) programs. Apps FC is a wholly-owned
subsidiary of FVCO, which specializes in the creation of digital
apps related to international football (soccer) based upon
Microsoft solutions that can be used not only on mobile devices
(smartphones, feature phones, tablets, wearables, and the like)
but also on desktops, consoles and other connected devices. On
January 27, 2016, FVCO acquired the domain digitalfc.com which it
intends to rebrand its fan engagement platform (digital) to
Digital FC and acquired similar domains for each potential
business sector.
Company Organization
Sputnik Enterprises, Inc. incorporated in the State of Delaware
on September 27, 2001 under the name Sputnik, Inc. On February
10, 2005, we filed Articles of Conversion and new Articles of
Incorporation in Nevada and became a Nevada corporation. FVCO was
formed in South Carolina on January 7, 2013. Apps FC was formed
in South Carolina on September 9, 2013.
Business
FVCO focuses on international football (soccer) through
investment in professional clubs around the world, development of
fan engagement solutions and player development through global
grassroots (players ages 3-9) programs.
FVCO has been conducting market research and due diligence on
several club ownership opportunities since inception and SPNI
picked up this activity once the merger between FVCO/SPNI was
announced in 2016. We have looked at opportunities in North
America, Europe, South America and Africa. We currently have no
contract or agreement to make any such acquisitions. Although
there is no assurance, we hope to close one or more club related
acquisitions in 2017.
At inception on August 20, 2013, Apps FC was founded as a Joint
Venture (JV) between FVCO and Atimi Software (Atimi). This JV was
based on Atimis proprietary Mobile Sports Framework (framework)
and provided Apps FC with the exclusive use of this framework in
the football space as well as the first right to acquire the
framework. Prior to the JV, Atimi developed official apps for the
MLS Vancouver Whitecaps and Toronto FC. Apps FC is a private
company that launched with the purpose to create football
(soccer) specific apps for clubs, league, associations and
federations around the world largely based on the Microsoft
Windows ecosystem of devices of desktop, tablets, mobile,
consoles and the Internet of Things (IoT) as well as Apples iOS
and Googles Android operating systems. However, since the
founding, the business model has become more diverse from just
apps to a total digital fan engagement platform that includes
apps, customer relationship management (crm), ticketing,
ecommerce, loyalty and other fan engagement solutions for the
football market. As such, FVCO bought out Atimis position in the
JV through a share exchange on October 13, 2015 becoming the sole
owner of Apps FC, but retaining the exclusive use of this frame
work in the football space as well as the first right to acquire
the framework. On January 27, 2016, FVCO acquired the rights for
digitalfc.com in order to rebrand the fan engagement platform to
a broader brand called Digital FC to encompass all the digital
solutions being offered and not just apps. Since the announcement
of the FVCO/SPNI merger, SPNI has picked up this activity and
continues to develop the business opportunity and has held
strategic discussions with several key industry leaders as well
as beginning to identify, research and conduct due diligence on
several strategic acquisitions and minority partnership
investments. We currently have no contract or agreement to make
any such acquisitions. Although there is no assurance, we hope to
close one or more digital related acquisitions in 2017.
FVCO has developed a grassroots business model to address what we
see as the global market opportunity that has identified in the
grassroots market (ages 3-9), but since the FVCO/SPNI merger
announcement we have decided to push further development of this
opportunity until 2018.
Upon completion of the merger, SPNI/FVCO intend to rebrand the
company to the football co. and the digital division to digital
fc through the appropriate regulatory filings. At the same time
as we currently plan file an Information Statement on Schedule
14C to effect this change, we will also be giving information
about other items requiring shareholder vote including: the name
change of the company, ticker symbol change and the authorization
of one billion common shares and potentially additional preferred
shares. Other items may be included in the Information Statement
on Schedule 14C as we may determine in the future
How We Intend to Generate Revenue
Although we have to date generated no revenue from FVCO
operations, it is anticipated that we may generate revenues in
the future as follows:
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The professional division may generate revenue from Broadcast Rights, Match Day Income and Commercial partnerships from clubs. |
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The digital division may generate revenue from transactional activity with our clients fans through app, ticket, ecommerce and other fan engagement transactions largely driven through the clients official app. |
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The grassroots division may generate income through player training on site at our physical sites and through the sale of our training methodology through our app. |
Our Customers
The professional division customers may be comprised mainly of
local fans, but in some circumstances, may include global fans.
Our intent will be to develop global fans to augment commercial
sales for each club.
The digital division currently has no active customers while we
revise the platform for our new business model, but are in active
discussion with many of what we believe based upon our knowledge
of the industry to be the top industry leaders and global
football brands about becoming partners and clients to come on
board in 2017/2018. We currently have no contract or agreement to
secure any such customers.
The grassroots division will not commence operation until at
least 2018.
Our Sales and Marketing
Our clubs plan to deliver fan engagement solutions based on our
own proprietary fan engagement platform called Digital FC that
allows us to provide the best fan experience possible for both
match-day and remote fans. We believe this can lead to commercial
opportunities with existing and new fans as well as commercial
partners.
The digital division, Digital FC, intends to focus on a
non-disruptive offering to existing vendors with a low barrier to
entry based on the Microsoft Windows ecosystem with Apps FC
(apps) which is being ignored in todays market for the fan base
(B2C) which we may then seek to parley into commercial (B2B)
relationships based on our total platform of CRM, ticketing,
ecommerce and other fan engagement solutions.
The grassroots division will not initiate operations until 2018,
but we currently intend to focus on the segment of the market
with the greatest need and lowest barrier to entry, players aged
3-9, through the development of physical grassroots development
sites and digital delivery of our methodology.
Research and Development
Neither FVCO and since the FVCO/SPNI merger announcement SPNI has
conducted any research and development activity
Our Competition
Competition in the football business is highly competitive at
every level of the game both on and off the field. We compete
both with other clubs and businesses seeking to service the
football industry.
In the professional division, we will not only compete with other
clubs in our direct league, but also in other leagues through
various cup competitions for on the field performance and value
which drives local and global fan interest. We will also compete
with clubs both in our league and globally for commercial
partnerships. Our differentiated multi-club ownership model has
been adopted by several ownership groups over the last few years
such as Red Bull, City Football Group and a smaller set of
multi-ownership groups.
In the digital division, we will compete with other vendors
seeking to service the football market through various sectors
such as apps, ticketing, ecommerce, loyalty and other fan
engagement solutions. However, since our digital platform has to
be agnostic, we also may collaborate with these same competitors
from time to time. Such competition could be from Microsoft, SAP,
Ticketmaster, eTix, Fanatics and even regional or local providers
not yet known to us.
In the grassroots division competition is highly fragmented due
to the nature of the industry. The market is comprised largely of
local trainers who largely face a lack of brand and facilities to
be considered a global company. One company, Coerver, had an
early start in the 80s with tremendous content but only managed
to create a brand and not a company. There are several startups
in this space, but none have implemented a global road map with
iconic brand partners, content or facilities on any scale.
Intellectual Properties and Licenses
We own several football related brands and domains related to our
business. We own the football co. and thefootballco.com which we
will be rebranding the company into via the appropriate filings
in due course. We own digital fc and digitalfc.com which we will
be rebranding the apps fc division to in addition to appsfc.com.
Apps FC will become a service of Digital FC going forward at
appsfc.co. In addition, we also own appsfc.co, charterfc.co,
crmfc.co, ecommercefc.co, emailfc.co, loyaltyfc.co, shopfc.co,
socialfc.co, statsfc.co, storefc.co, summitfc.co, thefootball.co,
ticketingfc.co, universityfc.co and vlogfc.co.
Governmental Regulation
Our business is not subject to any specific government
regulations.
Employees
The sole employee of the company at this time is our sole officer
and Director Mr. Anthony Gebbia.
Environmental Matters
Our operations are not subject to environmental regulations.
CORPORATE INFORMATION
The principal executive office for the Registrant is located at
10781 Satellite Blvd., Orlando, Florida 32837. The Registrants
phone number is 321.303.0886. The principal executive office for
FVCO is 3022 Morgans Point Rd, Suite 196, Mount Pleasant, SC
29466. Its phone number is 843.628.6446.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in
conjunction with, and is qualified in its entirety by, FVCO
audited annual financial statements and the related notes
thereto, each of which appear elsewhere in this Current Report on
Form8-K/. This discussion contains certain forward-looking
statements that involve risks and uncertainties, as described
under the heading Forward-Looking Statements in this Current
Report on Form8-K. Actual results could differ materially from
those projected in the forward-looking statements.
The Management Discussion and Analysis of Financial Condition
and Results of Operations below is based upon only the financial
performance of FVCO.
For information regarding the financial results of SPNI, you
should refer to SPNIs Annual Report on Form 10-K for the year
ended December 31, 2016, filed with the SEC on June 20, 2017, and
its Quarterly Report on Form 10-Q for the quarter ended March
31,2017, filed with the SEC on June 20,2017.
Our Managements Discussion and Analysis contains not only
statements that are historical facts, but also statements that
are forward-looking (within the meaning of section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties
include international, national, and local general economic and
market conditions; our ability to sustain, manage, or forecast
growth; our ability to successfully make and integrate
acquisitions; new product development and introduction; existing
government regulations and changes in, or the failure to comply
with, government regulations; adverse publicity; competition; the
loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; change in business
strategy or development plans; business disruptions; the ability
to attract and retain qualified personnel; the ability to protect
technology; the risk of foreign currency exchange rate; and other
risks that might be detailed from time to time in our filing with
the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect
the good faith judgment of our management, such statements can
only be based on facts and factors currently known by them.
Consequently, and because forward-looking statements are
inherently subject to risks and uncertainties, the actual results
and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. You are urged to
carefully review and consider the various disclosures made by us
in this report and in our other reports as we attempt to advise
interested parties of the risks and factors that may affect our
business, financial condition, and results of operations and
prospects.
Overview
The accompanying consolidated financial statements include the
accounts of FV Corporation, a South Carolina corporation,
incorporated in South Carolina on January 7, 2013 and its
subsidiary, APPS FC, LLC (collectively the “Company”). The
Companys primary purpose is business development related
activities and does not currently generate income.
During the next twelve months, the Company anticipates incurring
costs related to the following:
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Ongoing legal, advisory, travel and other related costs to reviewing club acquisition opportunities |
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Potential investment into clubs acquired related to enhancing the clubs value through player acquisitions, additional staff, enhanced digital offerings and other related costs in owning and operating a club |
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Ongoing legal, advisory, travel and other related costs to reviewing digital acquisition opportunities |
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Potential investment in development, integration, staff and other related costs of digital acquisitions we make |
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Ongoing legal, advisory, travel and other related costs to reviewing the launch of our grassroots division |
The Company believes it will be able to meet these costs through
use of funds loaned to or invested in us by our stockholders,
management or other investors.
Liquidity
For the three months ending March 31, 2017 and 2016 and for the
year ended December 31, 2016, the Company had net cash used in
operations of $33,646, $2,500 and $19,384, respectively. For the
year ended December 31, 2015 the Company had net cash provided by
operations of $435. Net cash provided by financing activities for
the three months ending March 31, 2017 and for the years ended
December 31, 2016 and 2015 were $33,646, $2,500, $19,384 and $0,
respectively. Financing activities consisted of proceeds from
notes payable- related party, net of payments on purchase of
intangible.
On March 31, 2017, the Company had total assets of $47,924
compared to total assets of $ $49,280 and $0 at December 31, 2016
and 2015, respectively.
On March 31, 2017, the Company had total liabilities of
$1,014,930 compared to total liabilities of $1,001,939 and
$877,236 at December 31, 2016 and 2015, respectively.
Through March 31, 2017, the Companyhad an accumulated deficit of
$1,017,006.
Capital Resources
The Company has financed its limited operations through funds
loaned from its shareholders to meet minimum operating cash
requirements. The Company has notes payable to various
individuals ($98,500) and SVG ($59,417) which amount to $157,917
at March 31, 2017. These notes bear interest at 10% and mature in
one year from issuance. All but $59,417 to SVG have due and
payable by their terms as of March 31, 2017. No payments of
principal or interest have been made to date. Except for the
notes payable to SVG, these notes payable are unsecured notes.
For the notes payable to SVG, the assets of FVCO secure these
notes, second to any credit facility entered into by the Company.
There is no written agreement with these or other lenders for
future funding.
Results of Operations
The Companys net loss was $14,347, $13,347, $75,423 and $24,260
for the three months ended March 31, 2017 and 2016 and for the
years ended December 31, 2016 and 2015, respectively. These
losses were primarily due to legal and professional fees and
interest on notes payable.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect
on the Companys financial condition, changes in financial
condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
material to investors.
Critical Accounting Policies
The Company prepares its financial statements in conformity with
GAAP, which requires management to make certain estimates and
assumptions and apply judgments. We base our estimates and
judgments on historical experience, current trends and other
factors that management believes to be important at the time the
financial statements are prepared and actual results could differ
from our estimates and such differences could be material. We
have identified below the critical accounting policies that are
assumptions made by management about matters that are highly
uncertain and that are of critical importance in the presentation
of our financial position, results of operations and cash flows.
On a regular basis, we review our accounting policies and how
they are applied and disclosed in our financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP
in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Financial Instruments
Financial instruments consist primarily of cash, cash
equivalents, accounts receivable, advances to affiliates and
obligations under accounts payable, accrued expenses and notes
payable. The carrying amounts of cash, cash equivalents, accounts
receivable, accounts payable, accrued expenses, long term loans,
and notes payable approximate fair value because of the short
maturity of those instruments.
Meeting Cash Requirements
We have an accumulated deficit and have incurred operating losses
since our inception and expect losses to continue during 2017.
The Company had no cash as of March 31, 2017. Management believes
the Company’s potential sources of cash in the next year will be
through the issuance of debt or equity or through a merger or
acquisition transaction which will provide the Company with
sufficient liquidity for the next 12 months.
While the Company believes that the issuance of debt or equity or
a merger or acquisition transaction will be sufficient to finance
its operations for the next twelve months, there can be no
assurance that this will occur or that the Company will generate
profitability or positive operating cash flows in the near
future. To the extent that the Company cannot achieve
profitability or positive operating cash flows or raise funds
through financings from the issuance of debt or equity or other
transactions, the Companys business will be materially and
adversely affected. These matters raise substantial doubt about
the Companys ability to continue as a going concern.
DESCRIPTION OF PROPERTY
We currently are a decentralized organization with not global
headquarter office. We rent physical space from Regus on demand,
use virtual offices and home offices, furnished at no charge by
the owners, until we determine the best location for a global
headquarter office for our organization. We anticipate naming a
global office location by end of 2017.
We do not intend to conduct a major renovation, improvements, or
develop existing properties or those acquired through business
acquisitions until we name a global headquarters office. We are
not subject to competitiveconditions forpropertyand
currentlyhaveno property to insure. We have no policy with
respect to investments in real estate or interests in real estate
andno policy withrespect to investments in real estate mortgages.
Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real
estate activities.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership Prior To the Closing of the Exchange
Agreement
The following table sets forth information regarding the
beneficial ownership of our common stock as of June 26, 2017, for
each of the following persons, prior to the closing of the
transactions contemplated by the Exchange Agreement:
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each of our directors and named officers prior to the Closing of the Exchange transaction; |
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| all such directors and executive officers as a group; and | ||
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each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction. |
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Names and Address of Beneficial Owner |
Common Shares |
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As Converted Preferred Shares |
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Number |
Percent |
Number |
Percent |
Number |
Percent |
|||||||||||||||||||
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Sport Venture Group LLC [1] |
% | 25,000,000 |
% | 25,000,000 |
% | |||||||||||||||||||
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Windy River Group LLC [2] |
% | 25,500,000 |
% | 25,500,000 |
% | |||||||||||||||||||
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Anthony Gebbia [3] |
% | 2,000,000 |
% | 2,000,000 |
% | |||||||||||||||||||
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Thomas Kidd [4] |
900,000 |
% | % | 900,000 |
% | |||||||||||||||||||
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All Directors and Officers as a Group [1 person] |
% | 2,000,000 |
% | 2,000,000 |
% |
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[1] Sport Venture Group LLC is a wholly-owned subsidiary of The
OLynch Family Revocable Living Trust with equal beneficial
ownership by fifteen descendants of Mr. Jake Lynch. The
descendants of Mr. Jake Lynch may be deemed to share beneficial
ownership of the shares held by Sport Venture Group, LLC as a
result of their equal beneficial ownership in The OLynch Family
Revocable Living Trust. Ron Konersmann is the Trustee of The
OLynch Family Revocable Living Trust and Chairman of Sport
Venture Group, LLC and holds sole voting and investment power
over any pecuniary interests in shares of the Company held by
Sport Venture Group, LLC which includes 2,500 shares of Series A
convertible preferred stock of the Registrant, which is currently
convertible into 25,000,000 shares of common stock. The percent
ownership is calculated by dividing the Total Common and As
Converted Shares for Sport Venture Group LLC by the sum of the
total common shares outstanding (1,015,286) and the Total Common
and As Converted Shares for Sport Venture Group LLC [1,015,286
plus 25,000,000]. The business address for each of the entities
identified in this footnote is 3022 Morgans Point Rd, Suite 196,
Mount Pleasant, SC 29466.
[2] Peter Grieve as he owner/manager of Windy River Group, LLC.
Mr. Grieve holds voting and investment power over any pecuniary
interests in shares of the Company held by Windy River Group,
LLC. Windy River Group, LLC is the beneficial owner of 2,500
shares of Series A convertible preferred stock of the Registrant,
which is currently convertible into 25,000,000 shares of common
stock. Peter Grieve, individually, is the beneficial owner of 50
shares of Series A convertible preferred stock of the Registrant,
which is currently convertible into 500,000 shares of common
stock. The percent ownership is calculated by dividing the Total
Common and As Converted Shares for Windy River Group, LLC by the
sum of the total common shares outstanding (1,015,286) and the
Total Common and As Converted Shares for Windy River Group, LLC
[1,015,286 plus 25,500,000]. The business address of Windy River
Group is 10 State Street, Newburyport, MA 01950.
[3] Anthony Gebbia is the Sole Director, Chief Executive Officer,
President, Chief Financial Officer and Secretary of the
Registrant. Mr. Gebbia is the beneficial owner of 200 shares of
Series A convertible preferred stock of the Registrant, which is
currently convertible into 2,000,000 shares of common stock. The
percent ownership is calculated by dividing the Total Common and
As Converted Shares for Mr. Gebbia by the sum of the total common
shares outstanding (1,015,286) and the Total Common and As
Converted Shares [1,015,286 plus 2,000,000] for Mr. Gebbia. The
business address of Anthony Gebbia is 10781 Satellite Boulevard,
Orlando, Florida 32837.
[4] Roy Thomas Kidd was the former Chief Executive Officer of the
Registrant. Mr. Kidd is the beneficial owner of 900,000 shares of
common stock. The percent ownership is calculated by dividing the
900,000 shares of Common Stock by the total common shares
outstanding (1,015,286). The business address of Roy Thomas Kidd
is 432 Valley Stream Drive, Geneva, Florida 32732.
Security Ownership After Change of Control
The following table sets forth information regarding the
beneficial ownership of our common stock as of June 26, 2017, for
each of the following persons, after the closing of the
transactions contemplated by the Exchange Agreement:
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each of our directors and named officers prior to the Closing of the Exchange transaction; |
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| all such directors and executive officers as a group; and | ||
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each person who is known by us to own beneficially five percent or more of our common stock prior to the change of control transaction. |
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission. Unless otherwise
indicated in the table, the persons and entities named in the
table have sole voting and sole investment power with respect to
the shares set forth opposite the shareholders name. The
percentage of class beneficially owned set forth below is based
on 74% ownership interest in common and preferred stock issued
and outstanding as of June 26, 2017, immediately after to the
Closing of the Exchange Transaction.
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Names and Address of Beneficial Owner |
Common Shares |
Preferred Shares |
Total Shares |
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Number |
Percent |
Number |
Percent |
Number |
Percent |
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Sport Venture Group LLC [1] |
27,250,000 |
% | 52,250,000 |
% | 79,500,000 |
% | ||||||||||||||||||
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Windy River Group LLC [2] |
1,250,000 |
% | 26,750,000 |
% | 28,000,00 |
% | ||||||||||||||||||
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Anthony Gebbia |
1,250,000 |
% | 3,250,000 |
% | 4,500,000 |
% |
|
|
[1] Sport Venture Group LLC is a wholly-owned subsidiary of The
OLynch Family Revocable Living Trust with equal beneficial
ownership by fifteen descendants of Mr. Jake Lynch. The
descendants of Mr. Jake Lynch may be deemed to share beneficial
ownership of the shares held by Sport Venture Group, LLC as a
result of their equal beneficial ownership in The OLynch Family
Revocable Living Trust. Ron Konersmann is the Trustee of The
OLynch Family Revocable Living Trust and Chairman of Sport
Venture Group, LLC and holds sole voting and investment power
over any pecuniary interests in shares of the Company held by
Sport Venture Group, LLC which includes 26,000,000 of common
stock and 5,100 shares of Series A convertible preferred stock of
the Registrant, which is currently convertible into 51,000,000
shares of common stock. Ron Konersmann, as the trustee and
beneficiary of The Konersmann Family Revocable Trust, is the
beneficial owner of 1,250,000 shares of common stock and 125
shares of Series A convertible preferred stock of the Registrant,
which is currently convertible into 1,250,000 shares of common
stock and is the beneficial owner of 1,250,000 shares of common
stock. The percent ownership is calculated by dividing the Total
Common and As Converted Shares for Sport Venture Group LLC by the
sum of the total common shares outstanding (45,366,536) and the
Total Common As Converted Shares for Sport Venture Group LLC
[45,366,536 plus 52,250,000]. The business address for each of
the entities identified in this footnote is 3022 Morgans Point
Rd, Suite 196, Mount Pleasant, SC 29466.
[2] Peter Grieve as he owner/manager of Windy River Group, LLC.
Mr. Grieve holds voting and investment power over any pecuniary
interests in shares of the Company held by Windy River Group,
LLC. Windy River Group, LLC is the beneficial owner of 2,500
shares of Series A convertible preferred stock of the Registrant,
which is currently convertible into 25,000,000 shares of common
stock. Peter Grieve, individually, is the beneficial owner of 175
shares of Series A convertible preferred stock of the Registrant,
which is currently convertible into 1,750,000 shares of common
stock and is the beneficial owner of 1,250,000 shares of common
stock. The percent ownership is calculated by dividing the Total
Common and As Converted Shares for Windy River Group, LLC by the
sum of the total common shares outstanding (45,366,536) and the
Total Common As Converted Shares for Windy River Group, LLC
[45,366,536 plus 26,750,000]. The business address of Windy River
Group is 10 State Street, Newburyport, MA 01950.
[3] Anthony Gebbia is the Sole Director, Chief Executive Officer,
President, Chief Financial Officer and Secretary of the
Registrant. Mr. Gebbia is the beneficial owner of 325 shares of
Series A convertible preferred stock of the Registrant, which is
currently convertible into 3,250,000 shares of common stock and
is the beneficial owner of 1,250,000 shares of common stock. The
percent ownership is calculated by dividing the Total Common and
As Converted Shares for Mr. Gebbia by the sum of the total common
shares outstanding (45,366,536) and the Total Common As Converted
Shares for Mr. Gebbia [45,366,536 plus 3,250,000]. The business
address of Anthony Gebbia is 10781 Satellite Boulevard, Orlando,
Florida 32837.
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Executive Officers
|
Name |
Age |
Position |
||
|
Anthony Gebbia |
|
Director, Chief Executive Officer, President, Chief |
The following is information on the business experience of our
sole director and officer.
Mr. Gebbia is now and will continue to be our sole officer and
director. On August 15, 2011, he joined Armada Sports and
Entertainment as Chief Operating Officer and currently holds the
position of Chairman CEO. From May 2009 to March 2010, he was
General Manager of TB Equipment Company, a company in the
business of Bleachers, Scaffolding, and Tent Flooring. From
February 1988 to May 2009, he was Event Manager/Event Director
for Walt Disney Company. Mr. Gebbia brings to the board a diverse
career, most notably, gaining 21 years of experience at The Walt
Disney Company, a world leader in family and sports
entertainment. During his tenure at Disney, Mr. Gebbia was
immersed in the Disney culture of Guest service, creativity and
innovation and his experience includes transportation operations,
theme park operations, administration, merchandise operations,
finance, business development, international marketing, program
development, telecast operations, domestic marketing and alliance
marketing. Mr. Gebbia created the Logistics Operation for Disneys
Wide World of Sports (now ESPN Wide World of Sports) and led the
logistics teams for such events as the Walt Disney World Golf
Classic and The Walt Disney World Marathon. For eight years of
his Disney career, Mr. Gebbia developed and oversaw events with
multi-million dollar operating budgets, leading the project team
of members from Finance, Entertainment, Operations, Talent
Relations, Security, Legal, Business Development, Merchandise and
Food and Beverage. Mr. Gebbias other career experience includes
convention sales and operations, restaurant operations and
project management on such projects as the Doha Tribeca Film
Festival, Doha, Qatar and on the build-out of several PGA Tour
events. Mr. Gebbia is currently on the Board of Directors of the
non-profit Kids Beating Cancer and has been a member of the Board
of Directors of the Womans Professional Billiards Association.
Family Relationships
None.
Legal Proceedings
No officer, director, or persons nominated for such positions,
promoter or significant employee has been involved in the last
ten years in any of the following:
|
|
Any bankruptcy petition filed by or against any business of |
|
Any conviction in a criminal proceeding or being subject to |
|
Being subject to any order, judgment, or decree, not |
|
Being found by a court of competent jurisdiction (in a |
|
Having any government agency, administrative agency, or |
|
Being the subject of a pending administrative proceeding |
|
Having any administrative proceeding been threatened |
Board of Directors
Our board of directors is currently composed of one member. The
sole member of our board of directors serves in this capacity
until his term expires or until his successors are duly elected
and qualified. Our bylaws provide that the authorized number of
directors will be not less than one.
Board Committees; Director Independence
As of this date, our board of directors has not appointed an
audit committee or compensation committee; however, we are not
currently required to have such committees. The functions
ordinarily handled by these committees are currently handled by
our entire board of directors. Our board of directors intends,
however, to review our governance structure and institute board
committees as necessary and advisable in the future, to
facilitate the management of our business.
As of the date of this report, we haveno independent directors.
Compensation Committee Interlocks and Insider
Participation
No interlocking relationship exists between our board of
directors and the board of directors or compensation committee of
any other company, nor has any interlocking relationship existed
in the past.
EXECUTIVE COMPENSATION
Director Compensation
Currently, we do not pay any compensation to members of our board
of directors for their service on the board.
Executive Officer Compensation
The named executive officers received the following compensation
from the Company during the fiscal years ended December 31, 2016
and December 31, 2015.
|
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock awards ($) |
Option awards ($) |
Non-equity incentive plan compensation($) |
Change in pension value and nonqualified deferred |
All other compensation ($) |
Total ($) |
||||||||||||||||||||||||||
|
Anthony Gebbia, CEO and |
|
||||||||||||||||||||||||||||||||||
|
CFO, sole Director |
|
Employment and Severance Agreements
None of our executive officers received, nor do we have any
arrangements to pay out, any salary, bonus, stock awards, option
awards, non-equity incentive plan compensation, or non-qualified
deferred compensation. However, we intend to review and consider
future proposals regarding executive officer compensation.
Director Compensation
Currently, we have not paid and do not intend currently to pay
any compensation to our directors for their service on the board
of directors. However, we intend to review and consider future
proposals regarding director compensation.
Potential Payments Upon Termination or
Change-in-Control
SEC regulations state that we must disclose information regarding
agreements, plans or arrangements that provide for payments or
benefits to our executive officers in connection with any
termination of employment or change in control of the company. We
currently have no employment agreements with any of our executive
officers, nor any compensatory plans or arrangements resulting
from the resignation, retirement or any other termination of any
of our executive officers, from a change-in-control, or from a
change in any executive officer’s responsibilities following a
change-in-control. As a result, we have omitted this table.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
Loans to related party
Through the first three months of 2017, SVG, was provided funding
by the Company in the form of loans totaling $53,537. At March
31, 2017Sport Venture Group, LLC owns 2,500 shares of Series A
Convertible Preferred Stock of the Company. If converted, this
would represent 47% of the issued and outstanding common stock of
the Company.
Notes payable and Convertible Preferred
Stock
Through the first three months of 2017, Windy River Group, LLC,
provided funding to the Company in the form of notes payable
totaling $198,768 and Peter Grieve purchased 50 shares of
Convertible Preferred Stock for $25,000. Peter Grieve is the
owner/manager of Windy River Group, LLC. Mr. Grieve holds voting
and investment power over any pecuniary interests in shares of
the Company held by Windy River Group, LLC. At March 31, 2017,
Windy River Group, LLC and Peter Grieve own 2,550 shares of
Convertible Preferred Stock of the Company. If converted, this
would represent 48% of the issued and outstanding common stock of
the Company.
Other
The Company does not own or lease property or lease office space.
The office space used by the Company was arranged by the Officers
of the Company to use at no charge.
The amounts and terms of the above transactions may not
necessarily be indicative of the amounts and terms that would
have been incurred had comparable transactions been entered into
with independent third parties.
Agreement and Plan of Share Exchange
At the Closing of the Share Exchange Agreement on June 26, 2017,
shareholders of FVCO ( Seller) received from SPNI (Buyer), an
aggregate of 44,351,250 shares of Common Stock (Buyer Common
Stock) and such number of shares of Series A Convertible
Preferred Stock that convert into an additional 44,351,250 shares
of Common Stock of the Buyer (Buyer Preferred Stock) (the Share
Consideration) in exchange for the transfer of 44,351,250 shares
of the Common Stock of the Seller (Sellers Shares) to the Buyer.
Each Sellers Share that is issued and outstanding immediately
before the Closing shall entitle the holder thereof to receive
one share of Buyers Common Stock and 0.0001 shares of Buyer
Preferred Stock which equates to one share of common stock of
Buyer, such that when all shares of Buyer Common Stock and Buyer
Preferred Stock have been issued under this Agreement and all
shares of Buyer Preferred Stock issued under this Agreement have
been converted to common stock of Buyer, an aggregate of
88,702,500 shares of common stock of Buyer shall have been issued
to Sellers Shareholders under this Agreement.
As a result of the Exchange, SVG increased its interest in the
Registrant as the Registrants controlling shareholder and FVCO
became its wholly owned subsidiary. In connection therewith, the
Registrant acquired the business and operations of FVCO, and its
principal business activities are conducted through its wholly
owned subsidiary, Apps FC.
LEGAL PROCEEDINGS
Currently there are no legal proceedings pending or threatened
against us. However, from time to time, we may become involved in
various lawsuits and legal proceedings which arise in the
ordinary course of business. Litigation is subject to inherent
uncertainties, and an adverse result in these or other matters
may arise from time to time that may harm our business.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS
Trading History
Our common stock was quoted on the Over-The-Counter Bulletin
Board under the symbol SPNI until May 17, 2016 when it was moved
to Over-The-Counter Pink Limited Information.
Bid Information*
|
Financial Quarter Ended |
High Bid |
Low Bid |
||||||
|
March 31, 2017 |
$ |
2.00 |
$ |
1.08 |
||||
|
September 30, 2016 |
$ |
2.00 |
$ |
1.16 |
||||
|
June 30, 2016 |
$ |
1.75 |
$ |
1.75 |
||||
|
March 31, 2016 |
$ |
1.75 |
$ |
1.75 |
||||
|
December 31, 2015 |
$ |
1.75 |
$ |
1.75 |
||||
|
September 30, 2015 |
$ |
2.00 |
$ |
2.00 |
||||
|
June 30, 2015 |
$ |
4.00 |
$ |
4.00 |
||||
|
March 31, 2015 |
$ |
10.00 |
$ |
5.00 |
______
* The quotation do not reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent
actual transactions.
We have 93 holders of record of our Common Stock and 3 holders of
record of our Series A Convertible Preferred Stock.
Dividends
We have never declared or paid any cash dividends on our common
stock. For the foreseeable future, we intend to retain any
earnings to finance the development and expansion of our
business, and we do not anticipate paying any cash dividends on
our common stock. Any future determination to pay dividends will
be at the discretion of the Board of Directors and will be
dependent upon then existing conditions, including our financial
condition and results of operations, capital requirements,
contractual restrictions, business prospects and other factors
that the Board of Directors considers relevant.
There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada
Revised Statutes, however, prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:
|
we would not be able to pay our debts as they become due in the usual course of business; or |
||
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation. |
Securities Authorized for Issuance Under Equity Compensation
Plans
None.
RECENT SALES OF UNREGISTERED SECURITIES
On September 30, 2015, we issued 720,000 shares of our common
stock to a former officer under a Release Agreement. On June 15,
2016, we issued via a sale the equivalent of 500,000 common stock
shares in the Series A Convertible Preferred Stock to Peter
Grieve for $25,000. Peter Grieve is the owner/manager of Windy
River Group, LLC. Mr. Grieve holds voting and investment power
over any pecuniary interests in shares of the Company held by
Windy River Group, LLC.
As more fully described in Item 1.01 above, in connection with
the Exchange Agreement, at the Closing, the Registrant
issued44,351,250 restricted shares of common Stock and 44,351,250
in the equivalent of common stock of Series A Convertible
Preferred Stock of the Registrant to FVCO shareholders, sole
shareholder of Apps FC in exchange for 100% of the capital stock
of FVCO shareholders. Reference is made to the disclosures set
forth under Item 1.01 of this Form 8-K, which disclosures are
incorporated herein by reference.
We relied upon Section 4(2) of the Securities Act of 1933, as
amended for the above issuances. We believed that Section 4(2) of
the Securities Act of 1933 was available because:
|
|
None of these issuances involved underwriters, underwriting |
|
|
|
Restrictive legends were and will be placed on all |
|
|
|
distribution did not involve general solicitation or |
|
|
The distributions were made only to investors who were |
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue Fifty Million (50,000,000) shared of
common stock $0.001 par value per share. As of the date of this
report, there were 1,015,286 shares of common stock issued and
outstanding held by 93 shareholders of record.
Each share of common stock entitles the holder to one vote,
either in person or by proxy, at meetings of shareholders. The
vote of the holders of a majority of the issued and outstanding
shares of common stock entitled to vote thereon is sufficient to
authorize, affirm, ratify or consent to such act or action,
except as otherwise provided by law.
In the election of directors, the stockholders are permitted to
vote their shares cumulatively. Accordingly, each shareholder
entitled to vote in the election of directors has the right to
vote the number of shares owned by such shareholder for as many
persons as there are directors to be elected.
Holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors
out of the surplus of the Registrant. We have not paid any
dividends since our inception, and we presently anticipate that
all earnings, if any, will be retained for development of our
business. Any future disposition of dividends will be at the
discretion of our Board of Directors and will depend upon, among
other things, our future earnings, operating and financial
condition, capital requirements and other factors.
Holders of our common stock have no preemptive rights or other
subscription rights, conversion rights, redemption or sinking
fund provisions. Upon our liquidation, dissolution or winding up,
the holders of our common stock will be entitled to share ratably
in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other
liabilities. There are not any provisions in our Certificate of
Incorporation or our Bylaws that would prevent or delay change in
our control.
Preferred Stock
There are ten million (10,000,000) shares Series A Convertible
Preferred with a par value of $10.00, of which 5,250 shares have
been issued as of June 26, 2017. This class of stock may be
convertible into common shares at the rate of one share of Series
A Convertible Preferred for 10,000 shares of common. There are no
liquidation preferences over common shares, but the Series A
Convertible Preferred may be voted as if converted and are
entitled to dividend treatment as if converted to common. Series
A Convertible Preferred may be converted to common shares at any
time after one year from the date of issuance at the option of
the holder.
Preferred stock may be issued in series with preferences and
designations as the Board of Directors may from time to time
determine. The board may, without shareholders approval, issue
preferred stock with voting, dividend, liquidation and conversion
rights that could dilute the voting strength of our common
shareholders and may assist management in impeding an unfriendly
takeover or attempted changes in control.
If the Series A Convertible Preferred Stock was converted into
common shares that would add additional shares of common stock of
52,500,000 as of June 21, 2017, more than the 50,000,000 shares
of common stock currently authorized. It is the current intention
of the Company following the filing of this report to file an
Information Statement on Schedule 14C to, among other things,
increase the number of authorized shares of Common Stock to one
billion shares.
Warrants and Options
As of the date of this report, there are no warrants or options
to purchase our common and preferred stock outstanding. We may,
however, in the future grant such warrants or options and/or
establish an incentive stock option plan for our directors,
employees and consultants.
Anti-Takeover Effect of Nevada Law
We are subject to NRS 78.3791 Approval of voting rights of
acquiring person under which a resolution of the stockholders
granting voting rights to the control shares acquired by an
acquiring person must be approved by:
| 1. |
The holders of a majority of the voting power of the corporation; and |
|
| 2. |
If the acquisition would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, the holders of a majority of each class or series affected, excluding those shares as to which any interested stockholder exercises voting rights. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation provide that no director or officer
of the Company shall be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary
duty by such person as a director or officer, except for the
payment of dividends in violation of Nevada law. Our Bylaws
provide, in pertinent part, that the Company shall indemnify any
person made a party to or involved in any civil, criminal or
administrative action, suit or proceeding by reason of the fact
that such person is or was a director or officer of the Company,
or of any corporation which such person served as such at the
request of the Company, against expenses reasonably incurred by,
or imposed on, such person in connection with, or resulting from,
the exercise of such action, suit, proceeding or appeal thereon,
except with respect to matters as to which it is adjudged in such
action, suit or proceeding that such person was liable to the
Company, or such other corporation, for negligence or misconduct
in the performance of such persons duties as a director or
officer of the Company. The determination of the rights of such
indemnification and the amount thereof may be made, at the option
of the person to be indemnified, by (1) order of the Court or
administrative body or agency having jurisdiction over the matter
for which indemnification is being sought; (2) resolution adopted
by a majority of a quorum of our disinterested directors; (3) if
there is no such quorum, resolution adopted by a majority of the
committee of stockholders and disinterested directors of the
Company; (4) resolution adopted by a majority of the quorum of
directors entitled to vote at any meeting; or (5) Order of any
Court having jurisdiction over the Company. Such right of
indemnification is not exclusive of any other right which such
director or officer may have, and without limiting the generality
of such statement, they are entitled to their respective rights
of indemnification under any bylaws, agreement, vote of
stockholders, provision of law, or otherwise in addition to their
rights under our Bylaws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the “Act”) may be permitted to
directors, officers and controlling persons of the small business
issuer to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
|
Item3.02 |
Unregistered Sales of Equity Securities |
As more fully described in Items 1.01 and 2.01 above, in
connection with the Exchange Agreement, at the Closing, the
Registrant issued44,351,250 restricted shares of common Stock and
44,351,250 in the equivalent of common stock of Series A
Convertible Preferred Stock of the Registrant to FVCO
shareholders, sole shareholder of Apps FC in exchange for 100% of
the capital stock of FVCO shareholders. Reference is made to the
disclosures set forth under Items 1.01 and 2.01 of this Form 8-K,
which disclosures are incorporated herein by reference.
We relied upon Section 4(2) of the Securities Act of 1933, as
amended for the above issuances. We believed that Section 4(2) of
the Securities Act of 1933 was available because:
|
|
None of these issuances involved underwriters, underwriting |
|
|
|
Restrictive legends were and will be placed on all |
|
|
|
The distribution did not involve general solicitation or |
|
|
|
The distributions were made only to investors who were |
|
Item5.01 |
Changes in Control of Registrant. |
As more fully described in Items 1.01 and 2.01 above, on June 26,
2017, in a reverse take-over transaction, the Registrant acquired
a private company executing the Exchange Agreement by and between
the Registrant and FVCO shareholders, sole shareholder of Apps
FC.
At the Closing of the Share Exchange Agreement on June 26, 2017,
shareholders of FVCO ( Seller) received from SPNI (Buyer), an
aggregate of 44,351,250 shares of Common Stock (Buyer Common
Stock) and such number of shares of Series A Convertible
Preferred Stock that convert into an additional 44,351,250 shares
of Common Stock of the Buyer (Buyer Preferred Stock) (the Share
Consideration) in exchange for the transfer of 44,351,250shares
of the Common Stock of the Seller (Sellers Shares) to the Buyer.
Each Sellers Share that is issued and outstanding immediately
before the Closing shall entitle the holder thereof to receive
one share of Buyers Common Stock and 0.0001 shares of Buyer
Preferred Stock which equates to one share of common stock of
Buyer, such that when all shares of Buyer Common Stock and Buyer
Preferred Stock have been issued under this Agreement and all
shares of Buyer Preferred Stock issued under this Agreement have
been converted to common stock of Buyer, an aggregate of
88,702,500 shares of common stock of Buyer shall have been issued
to Sellers Shareholders under this Agreement.
|
Item 5.02 |
Departure of Directors or Certain Officers; |
None.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; |
None
|
Item 5.06 |
Change in Shell Company Status. |
Reference is made to the reverse take-over transaction under the
Exchange Agreement, as described in Item 1.01, which is
incorporated herein by reference. From and after the Closing of
the Exchange Transaction, the Registrants primary operations
consist of the business and operations of FVCO and continued
operation of the FVCO business model by SPNI since the signing of
the Exchange Agreement. Accordingly, the Registrant is disclosing
information about FVCOs business model including, but not limited
to, Apps FCs business, financial condition, and management in
this Form 8-K.
|
Item 9.01 |
Financial Statement and Exhibits. |
Reference is made to the reverse take-over transaction under the
Exchange Agreement, as described in Item 1.01, which is
incorporated herein by reference. As a result of the closing of
the Exchange Transaction, the Registrants primary operations
consist of the business and operations of FVCO. In the Exchange
Transaction, Sputnik Enterprises is the accounting acquiree and
FVCO is the accounting acquirer. Accordingly, the Registrant is
presenting the financial statements of FVCO.
(a) Financial Statements of the Business
Acquired
Financial statements of FV Corporation and subsidiary, including
a report of Anton Chia, LLP, an independent registered public
accounting firm, and notes to the financial statements, as at
December 31, 2016 (audited) and December 31, 2015 (audited) and
March 31, 2017 (unaudited), and for the years December 31, 2016
(audited) and December 31, 2015 (audited) and for the three
months ended March 31, 2017 (unaudited) and March 31, 2016
(unaudited).
Incorporated by reference to Exhibit 99.1 attached hereto.
(b) Pro Forma Financial Information
Attached to this Current Report as Exhibit 99.2 are certain pro
forma consolidated financial statements of Sputnik Enterprises
Inc. and FV Corporation and subsidiary as at March 31, 2017 and
for the three months ended March 31, 2017 and the year ended
December 31, 2016 and notes to the pro forma consolidated
financial statements.
Incorporated by reference to Exhibit 99.2 attached hereto.
(d) Exhibits
INDEX TO EXHIBITS
|
Exhibit |
Description |
|
|
2.1 |
Share Exchange Agreement by and among Sputnik Enterprises |
|
|
3.1 |
Articles of Incorporation of Sputnik Enterprises ** |
|
|
3.2 |
By-Laws of Sputnik Enterprises ** |
|
|
10.1 |
Agreement between FVCO and Atimi * |
|
|
99.1 |
Financial statements of FV Corporation and subsidiary, |
|
|
99.2 |
Pro forma condensed consolidated financial statements of |
________
* Filed Herewith
** Previously Filed
Sputnik Enterprises, Inc ExhibitEX-2.1 2 spni_ex21.htm SHARE EXCHANGE AGREEMENT spni_ex21.htmEXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made on February 3,…To view the full exhibit click here About SPUTNIK ENTERPRISES, INC. (OTCMKTS:SPNI)
Sputnik Enterprises Inc. is a blank check company. The Company is a development-stage company with an indicated business plan to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. The Company seeks the consummation of a reverse merger with another operating company. It has developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market. SPUTNIK ENTERPRISES, INC. (OTCMKTS:SPNI) Recent Trading Information
SPUTNIK ENTERPRISES, INC. (OTCMKTS:SPNI) closed its last trading session 00.00 at 1.25 with 250 shares trading hands.
