UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2015~~2016

¨o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to _________.

Commission file number 000-52366

SPUTNIK ENTERPRISES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		52-2348956
(State or other jurisdiction ofincorporation or organization)		(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

10781 Satellite Blvd

Orlando, Florida ~~32837~~34786

(Address of principal executive offices)

~~321~~407.~~303~~377.~~0886~~5880

(Issuer'’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ x No ¨ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of ~~December~~ 4,May ~~2015~~31, 2017 there were 1,015,~~278~~286 shares issued and outstanding of the registrant'’s common stock.

INDEX

		Page
PART I. UNAUDITED CONDENSED INTERIM FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Item 1.	~~Unaudited~~ Condensed ~~Interim~~Unaudited Financial Statements	3	3
	Condensed Balance Sheets as of September 30, 2015 (unaudited) and December 31 , 2014	3
	Condensed Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015 (audited)	3
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014	4
	Condensed Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2016 and 2015	4
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	5
	Condensed Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2016 and 2015	5
	Notes to Unaudited Condensed Interim Financial Statements	6
	Notes to Condensed Unaudited Financial Statements	6
Item 2.	Management'’s Discussion and Analysis or Plan of Operation	14	15
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	16	17
Item 4.	Controls and Procedures	16	17
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	17	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	18
Item 3.	Defaults Upon Senior Securities	17	18
Item 4.	Mine Safety Disclosures	17	19
Item 5.	Other Information	17	19
Item 6.	Exhibits	18	19
Signatures		19	20

2 Table of Contents

PART I — ~~UNAUDITED CONDENSED INTERIM~~ FINANCIAL INFORMATION

Item 1. ~~Unaudited Condensed Interim~~ Financial Statements.

SPUTNIK ENTERPRISES, INC.

CONDENSED BALANCE SHEETS

	September 30,2015			December 31,2014
	June 30,			December 31,
	(unaudited)
	2016			2015
Assets
	(unaudited)			(audited)
Current Assets
ASSETS
Cash	$	3,190		$	54
Current assets:
Total Assets		3,190			54
Cash	$	13,379		$	309
Liabilities and Stockholders' Equity/(Deficit)
Loans to related party		10,500			-
Current Liabilities
Loan interest receivable		65			-
Accounts payable		-			849
Total current assets		23,944			309
Accrued interest		-			21,239
Total assets	$	23,944		$	309
Notes payable to related parties		-			542,550
LIABILITIES
Total Liabilities		-			564,638
Current liabilities:
Stockholders' Equity/(Deficit)
Accounts payable and accrued expenses	$	-		$	4,914
Preferred stock, Series A, $.001 par value; $10 stated value 10,000,000 shares authorized; 5,200 and 5,200 shares outstanding, respectively		52,000			52,000
Accrued interest		253			-
Common stock, $.001 par value; 50,000,000 shares authorized; 1,015,278 and 295,278 shares outstanding, respectively		1,015			295
Note payable, related party		25,000			-
Additional paid in capital		3,426,933			1,984,653
Advance from shareholder		5,000			5,000
Accumulated deficit		(3,476,758	)		(2,601,532	)
Total current liabilities		30,253			9,914
Total Stockholders' Equity/(Deficit)		3,190			(564,584	)
Long-term liabilities:
Total Liabilities and Stockholders' Equity/(Deficit)	$	3,190		$	54
STOCKHOLDERS' DEFICIT
Preferred stock, $10.00 par value, 10,000,000 authorized; 5,250 and 5,200 shares issued and outstanding, respectively		52,500			52,000
Common stock, $.001 par value, 50,000,000 authorized; 1,015,286 shares issued and outstanding in both periods		1,015			1,015
Additional paid in capital- preferred stock		24,500			-
Additional paid in capital- common stock		2,571,796			2,571,796
Accumulated deficit		(2,656,120	)		(2,634,416	)
Total stockholders' deficit		(6,309	)		(9,605	)
Total liabilities and stockholders' deficit	$	23,944		$	309

~~The~~See accompanying notes ~~are~~to ancondensed ~~integral part of these~~ unaudited ~~condensed interim~~ financial statements.

3 Table of Contents

SPUTNIK ENTERPRISES, INC.

~~UNAUDITED~~ CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months EndedSeptember 30,2015			For the Three Months EndedSeptember 30,2014			For the NineMonths EndedSeptember 30,2015			For the NineMonths EndedSeptember 30,2014
Revenue	$	---		$	---		$	---		$	---
General and administrative expenses
Salaries		---			---			---			18,706
Other general and administrative		3,190			115,017			9,439			309,364
Total operating expenses		3,190			115,017			9,439			328,070
Operating loss		(3,190	)		(115,017	)		(9,439	)		(328,070	)
Other income/(expense)
Loss on extinguishment of debt to a related party		(852,137	)		-			(852,137	)		-
Interest expense		(4,600	)		(4,600	)		(13,650	)		(17,315	)
(Loss) before taxes		(859,927	)		(119,617	)		(875,226	)		(345,384	)
Provision (credit) for taxes on income		---			---			---			---
Net loss	$	(859,927	)	$	(119,617	)	$	(875,226	)	$	(345,384	)
Loss per share on continuing operations, basic and diluted	$	(2.87	)	$	(0.40	)	$	(2.94	)	$	(1.17	)
Weighted average common shares outstanding		299,238			295,278			297,942			295,278

(unaudited)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

	*For the Three Months*			*For the Three Months*			*For the Six* *Months*			*For the Six* *Months*
	*Ended*			*Ended*			*Ended*			*Ended*
	*June 30, 2016*			*June 30, 2015*			*June 30, 2016*			*June 30, 2015*

Revenue	$	-		$	-		$	-		$	-

General and administrative expenses:
Legal and professional fees		19,931			-			19,931
Other general and administrative		1,438			5,340			1,585			6,249
Total operating expenses		21,369			5,340			21,516			6,249
(Loss) from operations		(21,369	)		(5,340	)		(21,516	)		(6,249	)

Other income (expense):
Interest income		65						65
Interest expense		(253	)		(4,550	)		(253	)		(9,050	)
(Loss) before taxes		(21,557	)		(9,890	)		(21,704	)		(15,299	)

Provision (credit) for taxes on income		-			-			-			-
Net loss	$	(21,557	)	$	(9,890	)	$	(21,704	)		(15,299	)

Basic earnings (loss) per common share	$	(0.02	)	$	(0.03	)	$	(0.02	)	$	(0.05	)

Weighted average number of shares outstanding		1,015,286			295,286			1,015,286			295,286

4See accompanying notes to condensed unaudited financial statements

~~SPUTNIK~~4 ~~ENTERPRISES,~~Table ~~INC.~~of Contents

~~UNAUDITED~~SPUTNIK ~~CONDENSED~~ENTERPRISES, ~~STATEMENTS OF CASH FLOWS~~INC.

	For the NineMonths EndedSeptember 30,2015			For the NineMonths EndedSeptember 30,2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(875,226	)	$	(345,384	)
Adjustments to reconcile net (loss) to cash provided by/(used in) operating activities:
Imputed interest on note payable		-			675
Amortization of deferred contract agreement		-			293,333
Loss on extinguishment of debt to related party		852,137			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		12,801			13,539
Net cash flows from operating activities		(10,288	)		(37,837	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		10,424			37,956
Contributed capital		3,000			-
Net cash flows from investing activities		13,424			37,956
Net increase in cash and cash equivalents		3,136			119
Cash - beginning balance		54			287
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,190		$	406

CONDENSED STATEMENTS OF CASH FLOWS

~~SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ -~~(Unaudited)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

	*For the Six* *Months*			*For the Six* *Months*
	*Ended*			*Ended*
	*June 30, 2016*			*June 30, 2015*

Cash flows from operating activities:
Net (loss)	$	(21,704	)	$	(15,299	)

Change in current assets and liabilities:
Accounts payable and accrued expenses		(4,726	)		9,351
Net cash flows used in operating activities		(26,430	)		(5,948	)

Cash flows from investing activities:
Loans to shareholder and related party		(10,500	)		-

Cash flows from financing activities:
Loans from shareholder and related party		25,000			8,524
Preferred stock issuance		25,000			-
Net cash flows from investing activities		50,000			8,524

Net increase (decrease) in cash		13,070			2,576

Cash and equivalents, beginning of period		309			54
Cash and equivalents, end of period	$	13,379		$	2,630

Non- cash Investing and Financing Activities	$	-		$	-

Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

5See accompanying notes to condensed unaudited financial statements

~~SPUTNIK~~5 ~~ENTERPRISES,~~Table ~~INC.~~of Contents

~~NOTES~~SPUTNIK TOENTERPRISES, ~~UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS~~INC.

~~NOTE~~NOTES 1TO –UNAUDITED ~~ORGANIZATION~~FINANCIAL STATEMENTS

~~Sputnik~~NOTE ~~Enterprises~~1 ~~Inc.~~– was 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. From that time until February 29, 2008 the Company developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market.ORGANIZATION

OnSputnik ~~November~~Enterprises ~~13,~~Inc. ~~2007~~incorporated wein ~~formed~~the aState ~~wholly~~of ~~owned~~Delaware ~~subsidiary~~on September 27, ~~Laika~~2001 under the name Sputnik, Inc. On February 10, 2005, we filed Articles of Conversion and ~~transferred~~new ~~all~~Articles of ~~our~~Incorporation ~~assets~~in Nevada and ~~liabilities~~became toa ~~Laika~~Nevada corporation. From that time until February 29, 2008, the Company developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market.

On ~~February~~November 613, ~~2008,~~2007 ~~the~~we ~~Company~~formed ~~amended~~a ~~its~~wholly ~~Articles~~owned ofsubsidiary, ~~Incorporation to change the name of Sputnik~~Laika, Inc. ~~to Sputnik Enterprises~~, ~~Inc.~~and ~~upon~~transferred ~~conclusion~~all of ~~the~~our ~~sale~~assets ofand ~~the~~liabilities ~~stock~~to of Laika~~, Inc~~. ~~to AstroChimp, Inc.~~

On February 296, 2008, wethe ~~closed~~Company ~~the~~amended ~~sale~~its Articles of ~~the~~Incorporation ~~stock~~to ofchange ~~our~~the ~~wholly~~name ~~owned~~of ~~subsidiary~~Sputnik, ~~Laika,~~ Inc. to ~~AstroChimp~~Sputnik Enterprises, Inc. ~~for~~upon ~~cancellation~~conclusion of athe ~~loan~~sale of ~~$65,000~~the ~~from~~stock ~~David~~of ~~LaDuke to us~~Laika, ~~leaving us as a shell company. AstroChimp is wholly-owned by Mr. LaDuke. Subsequently AstroChimp,~~ Inc. ~~changed its name~~ to ~~Sputnik~~AstroChimp, Inc. ~~and continues to own and operate its business as a private entity.~~

On ~~September~~February 3029, ~~2015~~2008, ~~Sport~~we ~~Venture~~closed ~~Group,~~the ~~LLC~~sale ~~and~~of ~~Windy~~the ~~River~~stock ~~Group,~~of ~~LLC~~our ~~acquired~~wholly 5owned subsidiary,~~000~~ ~~shares (2~~Laika,~~500~~ ~~shares~~Inc. ~~each)~~to ofAstroChimp, ~~Convertible~~Inc. ~~Preferred~~for ~~Stock~~cancellation of ~~the~~a ~~Company~~loan ~~from~~of R.$65,000 ~~Thomas~~from ~~Kidd~~David ~~for~~LaDuke ~~$250~~to us,~~000.~~ Ifleaving ~~converted,~~us ~~this~~as ~~would~~a ~~represent~~shell 94company.~~424%~~ ofAstroChimp ~~the~~is ~~issued~~wholly ~~and~~owned ~~outstanding~~by ~~common~~Mr. ~~stock~~LaDuke. ofSubsequently ~~the~~AstroChimp, ~~Company~~Inc. changed its name to Sputnik, ~~indicating~~Inc. aand ~~change~~continues into ~~control~~own ofand ~~the~~operate ~~Company~~its business as a private entity.

~~NOTE~~On September 30, 2015, Sport Venture Group, LLC and Windy River Group, LLC acquired 5,000 shares (2 ~~– SUMMARY~~,500 OFshares ~~SIGNIFICANT~~each) ~~ACCOUNTING~~of ~~POLICIES~~Convertible Preferred Stock of the Company from R. Thomas Kidd for $250,000. If converted, this would represent 94% of the issued and outstanding common stock of the Company, indicating a change in control of the Company. On June 15, 2016 Peter Grieve acquired 50 shares of Convertible Preferred Stock of the Company from the Company.

~~Basis~~NOTE of2 ~~Presentation~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis accompanying unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.Presentation

InThe ~~the~~Financial ~~opinion~~Statements ofand ~~management,~~related ~~the~~disclosures ~~financial~~have ~~statements~~been ~~contain~~prepared ~~all~~pursuant ~~material~~to ~~adjustments,~~the ~~consisting~~rules ~~only~~and regulations of ~~normal~~the ~~recurring~~SEC. ~~adjustments~~The ~~necessary~~Financial toStatements ~~present~~have ~~fairly~~been ~~the~~prepared ~~financial~~using ~~condition,~~the ~~results~~accrual basis of ~~operations,~~accounting ~~and~~in ~~cash~~accordance ~~flows~~with Generally Accepted Accounting Principles (“GAAP”) of the ~~Company~~United ~~for~~States (See Note 3 regarding the ~~interim~~assumption ~~periods~~that ~~presented~~the Company is a “going concern”).

~~The~~Use ~~results for the three and nine months ended September 30, 2015 are not necessarily indicative~~ of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the condensed financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 25, 2015. Estimates

6The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

~~Use~~Fiscal ofYear ~~Estimates~~End

The ~~preparation~~Company ofelected ~~financial~~December ~~statements~~31 inas ~~conformity~~its ~~with~~fiscal generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periodsyear. ~~Actual results could differ from those estimates and assumptions.~~

~~Reclassification~~Cash and Cash Equivalents

~~Certain~~The ~~amounts~~Company inconsiders ~~the~~all ~~prior~~highly ~~period~~liquid ~~financial~~investments ~~statements~~purchased ~~have~~with ~~been~~an ~~reclassified~~original tomaturity ~~conform~~of tothree ~~the~~months ~~current~~or ~~period~~less ~~presentation~~to be cash equivalents. ~~Specifically~~Cash was $13,379 ~~those~~and ~~presentations~~$309 ~~under~~at ~~reporting~~June ~~requirements~~30, as2016 aand ~~development~~December ~~stage~~31, ~~company.~~2015, ~~These~~respectively ~~reclassifications~~and the Company had no ~~effect~~cash onequivalents ~~reported~~as ~~losses~~of June 30, 2016 or December 31, 2015.

~~Cash~~6 ~~and~~Table ~~Cash~~of ~~Equivalents~~Contents

~~The~~Fair ~~Company~~Value ~~considers all highly liquid investments purchased with an original maturity~~ of ~~three~~Financial ~~months or less to be cash equivalents. Cash and cash equivalents were $3,190 and $54 at September 30, 2015 and December 31, 2014, respectively.~~ Instruments

~~Cash~~The ~~Flow~~Company’s ~~Reporting~~balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

~~The~~ASC ~~Company~~820, ~~follows~~Fair ~~ASC~~Value ~~230~~Measurements and Disclosures, ~~Statement~~defines offair ~~Cash~~value ~~Flows,~~as ~~for~~the ~~cash~~exchange ~~flows~~price ~~reporting,~~that ~~classifies~~would ~~cash~~be ~~receipts~~received ~~and~~for ~~payments~~an ~~according~~asset or paid to ~~whether~~transfer ~~they~~a ~~stem~~liability ~~from~~(an ~~operating,~~exit ~~investing,~~price) in the principal or ~~financing~~most ~~activities~~advantageous ~~and~~market ~~provides~~for ~~definitions~~the ofasset ~~each~~or ~~category,~~liability ~~and~~in ~~uses~~an orderly transaction between market participants on the ~~indirect~~measurement ordate. ~~reconciliation~~ASC ~~method~~820 ~~("Indirect~~also ~~method")~~establishes asa ~~defined~~fair byvalue ~~ASC~~hierarchy ~~230,~~that ~~Statement~~distinguishes ofbetween ~~Cash~~(1) ~~Flows,~~market toparticipant ~~report~~assumptions ~~net~~developed ~~cash~~based ~~flow~~on ~~from~~market ~~operating~~data ~~activities~~obtained byfrom ~~adjusting~~independent ~~net~~sources ~~income~~(observable toinputs) ~~reconcile~~and it(2) toan ~~net~~entity’s ~~cash~~own ~~flow~~assumptions ~~from~~about ~~operating~~market ~~activities~~participant byassumptions ~~removing~~developed based on the ~~effects~~best ofinformation available in the circumstances (aunobservable inputs). ~~all~~The ~~deferrals~~fair value hierarchy consists of ~~past~~three ~~operating~~broad ~~cash~~levels, ~~receipts~~which ~~and~~gives ~~payments~~the ~~and~~highest ~~all~~priority ~~accruals~~to ofunadjusted ~~expected~~quoted ~~future~~prices ~~operating~~in ~~cash~~active ~~receipts~~markets ~~and~~for ~~payments~~identical ~~and~~assets or liabilities (bLevel 1) ~~all~~and ~~items~~the ~~that~~lowest ~~are~~priority ~~included~~to inunobservable ~~net~~inputs ~~income~~(Level ~~that~~3). doThe ~~not~~three ~~affect~~levels ~~operating~~of ~~cash~~the ~~receipts~~fair ~~and~~value ~~payments.~~hierarchy are described below:

~~Fair~~· ~~Value~~Level of1 ~~Financial~~- ~~Instruments~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

~~The~~Fair ~~Company's~~value ~~balance~~estimates ~~sheet~~discussed ~~includes~~herein ~~financial~~are ~~instruments~~based ~~consisting~~upon ofcertain ~~cash,~~market ~~accounts~~assumptions ~~payables,~~and ~~accrued~~pertinent ~~expenses~~information ~~and~~available ~~notes~~to ~~payable~~management as of December 31, 2015. The respective carrying ~~amounts~~value of ~~current~~certain ~~assets~~on-balance-sheet ~~and~~financial ~~current~~instruments ~~liabilities~~approximated ~~approximate~~ their fair ~~value~~values ~~because~~due ofto the ~~relatively~~ short-term ~~period~~nature of ~~time between the origination of~~ these instruments ~~and their expected realization~~.

7Income Taxes

~~ASC~~The ~~820, Fair~~Company ~~Value~~accounts ~~Measurements~~for ~~and~~income ~~Disclosures,~~taxes ~~defines~~under ~~fair~~ASC ~~value~~740 asIncome Taxes. Under the ~~exchange~~asset ~~price~~and ~~that~~liability ~~would~~method beof ~~received~~ASC ~~for~~740, andeferred ~~asset~~tax orassets ~~paid~~and toliabilities ~~transfer~~are arecognized ~~liability~~for ~~(an~~the ~~exit~~future ~~price)~~tax inconsequences attributable to differences between the ~~principal~~financial orstatements ~~most~~carrying ~~advantageous~~amounts ~~market~~of ~~for~~existing ~~the~~assets ~~asset~~and orliabilities ~~liability~~and intheir anrespective ~~orderly~~tax ~~transaction~~bases. ~~between~~Deferred ~~market~~tax ~~participants~~assets onand ~~the~~liabilities ~~measurement~~are ~~date.~~measured ~~ASC~~using ~~820~~enacted ~~also~~tax ~~establishes~~rates aexpected ~~fair~~to ~~value~~apply ~~hierarchy~~to ~~that~~taxable ~~distinguishes~~income ~~between~~in ~~(1) market~~the ~~participant~~years ~~assumptions~~in ~~developed~~which ~~based~~those ontemporary ~~market~~differences ~~data~~are ~~obtained~~expected ~~from~~to ~~independent~~be ~~sources~~recovered ~~(observable~~or ~~inputs)~~settled. ~~and~~The ~~(2) an~~effect ~~entity's~~on ~~own~~deferred ~~assumptions~~tax ~~about~~assets ~~market~~and ~~participant~~liabilities ~~assumptions~~of ~~developed~~a ~~based~~change onin ~~the~~tax ~~best~~rates ~~information~~is ~~available~~recognized in ~~the~~income ~~circumstances~~in ~~(unobservable~~the ~~inputs).~~period ~~The~~the ~~fair~~enactment ~~value~~occurs. ~~hierarchy~~A ~~consists~~valuation ofallowance ~~three~~is ~~broad~~provided ~~levels,~~for ~~which~~certain ~~gives~~deferred ~~the~~tax ~~highest~~assets ~~priority~~if toit ~~unadjusted~~is ~~quoted~~more ~~prices~~likely inthan ~~active~~not ~~markets~~that ~~for~~the ~~identical~~Company ~~assets~~will ornot ~~liabilities~~realize ~~(Level~~tax 1)assets ~~and~~through ~~the~~future ~~lowest~~operations. ~~priority~~No todeferred ~~unobservable~~tax ~~inputs~~assets ~~(Level~~or ~~3).~~liabilities ~~The~~were ~~three~~recognized ~~levels~~as of ~~the~~June ~~fair~~30, ~~value~~2016 ~~hierarchy~~or ~~are~~December ~~described~~31, ~~below:~~2015.

~~Level~~Basic 1and -Diluted ~~Unadjusted~~Net ~~quoted~~Loss ~~prices~~per ~~in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities~~Share

~~Level~~The 2Company -computes ~~Inputs~~basic ~~other~~and ~~than~~diluted ~~quoted~~earnings ~~prices~~per ~~included~~share ~~within~~amounts ~~Level~~in 1accordance ~~that~~with ~~are~~ASC ~~observable~~Topic ~~for~~260, ~~the~~Earnings ~~asset~~per orShare. ~~liability,~~Basic ~~either~~earnings ~~directly~~per orshare ~~indirectly,~~is ~~including~~computed ~~quoted~~by ~~prices~~dividing ~~for~~net ~~similar~~income ~~assets~~(loss) oravailable ~~liabilities~~to incommon ~~active~~shareholders ~~markets;~~by ~~quoted~~the ~~prices~~weighted ~~for~~average ~~identical~~number orof ~~similar~~common ~~assets~~shares oroutstanding ~~liabilities~~during inthe ~~markets~~reporting ~~that~~period. ~~are~~Diluted ~~not~~earnings ~~active;~~per ~~inputs~~share ~~other~~reflects ~~than~~the ~~quoted~~potential ~~prices~~dilution that ~~are~~could ~~observable~~occur ~~for~~if ~~the~~stock ~~asset~~options orand ~~liability~~other ~~(e.g.,~~commitments ~~interest~~to ~~rates);~~issue ~~and~~common ~~inputs~~stock ~~that~~were ~~are~~exercised ~~derived~~or ~~principally~~equity ~~from~~awards orvest ~~corroborated~~resulting byin ~~observable~~the ~~market~~issuance ~~data~~of bycommon ~~correlation~~stock orthat ~~other~~could ~~means~~share in the earnings of the Company.

~~Level~~7 3Table -of ~~Inputs that are both significant to the fair value measurement and unobservable.~~Contents

~~Fair~~The ~~value~~Company ~~estimates~~has ~~discussed~~incurred ~~herein~~a ~~are~~net ~~based~~operating ~~upon~~loss ~~certain~~for ~~market~~June ~~assumptions~~30, 2016 and ~~pertinent~~2015, ~~information~~and ~~available~~dilutive toearnings ~~management~~per asshare ofwould ~~September~~be anti-dilutive, therefore, dilutive earnings per share have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the form or convertible preferred stock, series A. Common stock equivalents were 52,500,000 and 5,200,000 at June 30, 2016 and December 31, 2015, respectively. ~~The~~There ~~respective~~are ~~carrying~~only ~~value~~50,000,000 shares of ~~certain~~common stock authorized. It is the current intention of the Company following the filing of this report on Form 10-~~balance-sheet~~K ~~financial~~and ~~instruments~~thereafter ~~approximated~~when ~~their~~the ~~fair~~Company ~~values~~becomes ~~due~~current in all SEC filings to file an Information Statement on Schedule 14C to, among other things, increase the ~~short-term~~number ~~nature~~of authorized shares of ~~these~~Common ~~instruments~~Stock to one billion shares.

~~Income~~Commitments ~~taxes~~and Contingencies

The Company ~~accounts~~follows ~~for income taxes under~~ ASC ~~740 Income~~450, ~~Taxes.~~Loss ~~Under the asset and liability method of ASC 740~~Contingencies, ~~deferred~~to ~~tax~~report ~~assets~~accounting ~~and~~for ~~liabilities~~contingencies. ~~are~~Liabilities ~~recognized~~ for ~~the~~loss ~~future~~contingencies ~~tax~~arising ~~consequences~~from ~~attributable~~claims, toassessments, ~~differences~~litigation, ~~between~~fines ~~the financial statements carrying amounts of existing assets~~ and ~~liabilities~~penalties and ~~their~~other ~~respective~~sources ~~tax bases. Deferred tax assets and liabilities~~ are ~~measured~~recorded ~~using~~when ~~enacted~~it ~~tax~~is ~~rates~~probable ~~expected~~that toa ~~apply~~liability tohas ~~taxable~~been ~~income~~incurred inand the ~~years~~amount ~~in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities~~ of ~~a change in tax rates is recognized in income in~~ the ~~period~~assessment ~~the~~can ~~enactment~~be ~~occurs.~~reasonably ~~A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations~~estimated. NoThere ~~deferred~~were ~~tax~~no ~~assets~~commitments or ~~liabilities~~contingencies ~~were recognized~~ as of ~~September~~June 30, ~~2015~~2016 orand ~~2014~~December 31, 2015.

~~Basic~~Related ~~and Diluted Net Loss per Share~~Parties

The Company ~~computes~~follows ~~basic~~subtopic ~~and diluted earnings per share amounts in accordance with~~ ASC ~~Topic 260~~850, ~~Earnings~~ ~~per~~Related ~~Share.~~Party ~~Basic~~Disclosure, ~~earnings~~for ~~per share is computed by dividing net income (loss) available to common shareholders by~~ the ~~weighted~~identification ~~average number~~ of ~~common~~related ~~shares~~parties ~~outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options~~ and ~~other~~disclosure ~~commitments to issue common stock were exercised or equity awards vest resulting in the issuance~~ of ~~common~~related ~~stock~~party ~~that~~transactions. ~~could~~See ~~share~~Note in5 ~~the~~for ~~earnings~~related ofparty ~~the Company~~transactions.

~~The~~Cash ~~Company~~Flows has incurred net operating losses for September 30, 2015 and 2014, and dilutive earnings per share would be anti-dilutive, therefore, dilutive earnings per share have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the form or convertible preferred stock, series A. Common stock equivalents were 5,200,000 for the nine months ending September 30, 2015 and 2014. Reporting

8The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

~~Commitments~~Share-based ~~and contingencies~~Expense

~~The~~ASC ~~Company~~718, ~~follows~~Compensation ~~ASC~~– ~~450~~Stock Compensation, ~~Loss~~prescribes ~~Contingencies,~~accounting toand ~~report~~reporting ~~accounting~~standards for ~~contingencies.~~all ~~Liabilities~~share-based ~~for~~payment ~~loss~~transactions ~~contingencies~~in ~~arising~~which ~~from~~employee ~~claims,~~services ~~assessments,~~are ~~litigation~~acquired. Transactions include incurring liabilities, ~~fines~~or ~~and~~issuing ~~penalties~~or offering to issue shares, options, and other ~~sources~~equity ~~are~~instruments ~~recorded~~such ~~when~~as itemployee isstock ~~probable~~ownership ~~that~~plans aand ~~liability~~stock ~~has~~appreciation ~~been~~rights. ~~incurred~~Share-based ~~and~~payments ~~the~~to ~~amount~~employees, including grants of employee stock options, are recognized as compensation expense in the ~~assessment~~financial ~~can~~statements bebased ~~reasonably~~on ~~estimated~~their fair values. ~~There~~That ~~were~~expense nois ~~commitments~~recognized orover ~~contingencies~~the asperiod ofduring ~~September~~which ~~30,~~an ~~2015~~employee ~~and~~is ~~December~~required 31to provide services in exchange for the award, ~~2014~~ known as the requisite service period (usually the vesting period).

~~Related~~The ~~parties~~Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

~~The~~There ~~Company~~was ~~follows~~no ~~subtopic~~share-based ~~ASC~~expense ~~850, Related Party Disclosure,~~ for the ~~identification~~periods ofending ~~related~~June ~~parties~~30, 2016 and ~~disclosure of related party transactions~~2015. ~~See Note 5 for related party transactions.~~

~~Share-based~~8 ~~Expense~~Table of Contents

~~ASC~~RECENT ~~718, Compensation~~ACCOUNTING – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).PRONOUNCEMENTS

~~The~~From ~~Company~~time ~~accounts~~to ~~for~~time, ~~stock-based~~new ~~compensation~~accounting pronouncements issued toby ~~non-employees~~the ~~and~~FASB ~~consultants~~or inother ~~accordance~~standard ~~with~~setting ~~the~~bodies ~~provisions~~are ofadopted ~~ASC~~by ~~505-50, Equity~~the –Company ~~Based~~as ~~Payments~~of tothe ~~Non-Employees~~specified effective date. ~~Measurement~~ ofUnless ~~share-based~~otherwise ~~payment~~discussed, ~~transactions~~we ~~with~~believe ~~non-employees~~that isthe ~~based~~impact onof ~~the~~recently ~~fair~~issued ~~value~~standards ofthat ~~whichever~~are isnot ~~more~~yet ~~reliably~~effective ~~measurable:~~will (not have a) ~~the~~material ~~goods~~impact oron ~~services~~our ~~received;~~financial position or ~~(b)~~results ~~the~~of ~~equity~~operations ~~instruments~~upon ~~issued~~adoption.

~~Share~~In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-~~based~~09, ~~expense~~Revenue from Contracts with Customers (Topic 606) , or ASU 606. ASU 606 provides guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that supersedes most current revenue recognition guidance. This guidance requires us to recognize revenue when we transfer promised goods or services to customers in an amount that reflects the ~~nine~~consideration ~~months~~to ~~ending~~which ~~September~~the 30entity expects to be entitled in exchange for those goods or services. The original effective date of the guidance would have required us to adopt at the beginning of our first quarter of fiscal 2017; however, ~~2015~~the ~~and~~FASB ~~December~~approved 31an optional one-year deferral of the effective date. Additionally, ~~2014~~the ~~was~~new $0guidance ~~and~~requires $0enhanced disclosures, ~~respectively~~including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The new guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption.

~~RECENT~~In ~~ACCOUNTING~~June ~~PRONOUNCEMENTS~~2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

~~From~~In ~~time~~June to2014, ~~time~~FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), ~~new~~Accounting ~~accounting~~for ~~pronouncements~~Share-Based ~~are~~Payments ~~issued~~When bythe Terms of an Award Provide That a Performance Target Could Be Achieved after the ~~FASB~~Requisite orService ~~other~~Period. ~~standard~~A ~~setting~~performance ~~bodies~~target in a share-based payment that ~~are~~affects ~~adopted~~vesting byand that could be achieved after the ~~Company~~requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the ~~specified~~award's ~~effective~~grant date fair value. ~~Unless~~Compensation ~~otherwise~~cost ~~discussed~~would be recognized over the required service period, weif ~~believe~~it is probable that the ~~impact~~performance ofcondition ~~recently~~will ~~issued~~be ~~standards~~achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that ~~are~~they ~~not~~currently ~~yet~~account ~~effective~~for ~~will~~these ~~not~~awards ~~have~~in a ~~material~~manner ~~impact~~consistent onwith ~~our~~the ~~financial~~new ~~position~~guidance, ortherefore ~~results~~there is no anticipation of ~~operations~~any ~~upon~~effect ~~adoption~~to the financial statements.

In ~~June~~August 2014, ~~the~~FASB ~~Financial Accounting Standards Board~~ issued Accounting Standards Update (ASU) No. 2014-~~10,~~15 ~~which~~Preparation ~~eliminated~~of ~~certain~~Financial ~~financial~~Statements ~~reporting~~– ~~requirements~~Going Concern (Subtopic 205-40), Disclosure of ~~companies~~Uncertainties ~~previously~~about ~~identified~~an Entity's Ability to Continue as ~~"Development~~a ~~Stage~~Going ~~Entities"~~Concern. ~~(Topic~~Under ~~915~~generally accepted accounting principles (GAAP)., ~~The~~continuation ~~amendments~~of ina ~~this~~reporting ~~ASU~~entity ~~simplify~~as ~~accounting~~a ~~guidance~~going byconcern ~~removing~~is ~~all~~presumed ~~incremental~~as the basis for preparing financial ~~reporting~~statements ~~requirements~~unless ~~for~~and ~~development~~until ~~stage~~the ~~entities.~~entity's ~~The~~liquidation ~~amendments~~becomes ~~also~~imminent. ~~reduce~~Preparation ~~data~~of ~~maintenance~~financial ~~and,~~statements ~~for~~under ~~those~~this ~~entities~~presumption ~~subject~~is commonly referred to ~~audit,~~as ~~audit~~the ~~costs~~going byconcern ~~eliminating~~basis ~~the~~of ~~requirement~~accounting. ~~for~~If ~~development~~and ~~stage~~when ~~entities~~an toentity's ~~present~~liquidation ~~inception-to-date~~becomes ~~information~~imminent, infinancial statements should be prepared under the ~~statements~~liquidation basis of ~~income,~~accounting ~~cash~~in ~~flows~~accordance with Subtopic 205-30, ~~and~~Presentation ~~shareholder~~of ~~equity.~~Financial ~~Early~~Statements—Liquidation ~~application~~Basis of ~~each~~Accounting. ofEven ~~the~~when ~~amendments~~an entity's liquidation is ~~permitted~~not ~~for~~imminent, ~~any~~there ~~annual~~may ~~reporting~~be ~~period~~conditions or ~~interim~~events ~~period~~that ~~for~~raise ~~which~~substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements ~~have~~should ~~not~~continue ~~yet~~to ~~been~~be ~~issued~~prepared ~~(public~~under ~~business~~the ~~entities)~~going orconcern ~~made~~basis ~~available~~of ~~for~~accounting, ~~issuance~~but ~~(other~~the ~~entities)~~amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. ~~Upon~~The ~~adoption~~amendments in this Update are effective for the annual period ending after December 15, ~~entities~~2016, ~~will~~and nofor ~~longer~~annual ~~present~~periods orand ~~disclose~~interim ~~any~~periods ~~information~~thereafter. ~~required~~Early byapplication ~~Topic~~is ~~915~~permitted. The Company ~~has~~will ~~adopted~~evaluate the going concern considerations in this ~~standard~~ASU however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

9 Table of Contents

In ~~June~~August 2014, FASB issued ~~Accounting Standards Update (~~ASU) ~~No.~~ 2014-~~12 Compensation — Stock Compensation (Topic 718)~~15, ~~Accounting~~Disclosure ~~for~~of ~~Share-Based~~Uncertainties ~~Payments~~about ~~When~~an ~~the~~Entity’s ~~Terms~~Ability ofto anContinue ~~Award~~as ~~Provide That~~ a ~~Performance~~Going ~~Target~~Concern, ~~Could~~or BeASU ~~Achieved after the Requisite Service Period~~2014-15. A ~~performance~~ASU ~~target in a share~~2014-~~based~~15 ~~payment~~explicitly ~~that~~requires ~~affects~~a ~~vesting~~company’s ~~and~~management ~~that~~to ~~could~~assess bean ~~achieved~~entity’s ~~after~~ability ~~the~~to ~~requisite~~continue ~~service period should be accounted for~~ as a ~~performance~~going ~~condition under Accounting Standards Codification (ASC) 718~~concern, ~~Compensation~~ —and ~~Stock~~to ~~Compensation.~~provide Asrelated afootnote ~~result,~~disclosures ~~the target is not reflected~~ in ~~the~~certain ~~estimation of the award's grant date fair value~~circumstances. ~~Compensation~~The ~~cost~~new ~~would~~standard ~~be recognized over the required service period, if it is probable that the performance condition~~ will be ~~achieved.~~effective ~~The~~in ~~guidance~~the isfirst ~~effective for~~ annual ~~periods~~period ~~beginning~~ending after 15 December ~~2015~~15, ~~and~~2016, ~~interim~~although ~~periods~~early ~~within~~application ~~those annual periods. Early adoption~~ is permitted. ~~Management~~We ~~has~~do ~~reviewed~~not expect the ~~ASU~~adoption ~~and~~of ~~believes~~this ~~that~~standard ~~they~~to ~~currently~~have ~~account~~a ~~for~~material ~~these~~impact ~~awards~~on inour aconsolidated ~~manner~~statements ~~consistent~~of ~~with~~financial ~~the new guidance~~position, ~~therefore~~results ~~there is no anticipation~~ of ~~any~~operations ~~effect~~or tocash ~~the financial statements~~flows.

In ~~August~~April ~~2014~~2015, FASB issued ~~Accounting Standards Update (~~ASU) No. ~~2014~~2015-~~15 Preparation~~03, ofInterest ~~Financial Statements~~ – ~~Going~~Imputation ~~Concern~~of Interest (Subtopic ~~205~~835-4030),: ~~Disclosure~~Simplifying ofthe ~~Uncertainties~~presentation ~~about~~of anDebt ~~Entity's~~Issuance ~~Ability~~Costs, to ~~Continue~~reduce asthe acomplexity ~~Going Concern. Under generally accepted accounting principles (GAAP), continuation~~ of ahaving ~~reporting~~different ~~entity~~balance assheet apresentation ~~going~~requirements ~~concern is presumed as the basis~~ for ~~preparing~~debt ~~financial~~issuance ~~statements~~costs ~~unless~~ and ~~until~~debt ~~the~~discounts ~~entity's~~and ~~liquidation becomes imminent~~premiums. ~~Preparation~~The ofguidance ~~financial~~requires ~~statements~~debt ~~under~~issuance ~~this~~costs ~~presumption~~related ~~is commonly referred~~ to asa ~~the~~recognized ~~going~~debt ~~concern~~liability ~~basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should~~ be ~~prepared~~reported ~~under~~on the ~~liquidation~~balance ~~basis~~sheet of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a ~~going~~direct ~~concern.~~deduction Infrom ~~those situations, financial statements should continue to be prepared under~~ the ~~going~~carrying ~~concern~~amount ~~basis~~ of ~~accounting,~~that ~~but~~debt ~~the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events~~liability. ~~The~~ASU ~~amendments~~2015-03 inis ~~this~~effective ~~Update~~for ~~are~~public ~~effective~~companies for ~~the~~ annual ~~period~~reporting ~~ending~~periods beginning after December 15, ~~2016~~2015, and ~~for annual periods and~~ interim periods ~~thereafter.~~within ~~Early~~those ~~application~~fiscal ~~is permitted~~years. The Company ~~will~~has ~~evaluate~~adopted the ~~going~~amendments ~~concern~~of ~~considerations in this~~ ASU ~~however,~~2015-03 ateffective ~~the~~January ~~current period~~1, ~~management does not believe that it has met conditions which would subject these financial statements for additional disclosure~~2016.

~~NOTE~~In ~~3 –~~November ~~GOING~~2015, ~~CONCERN~~FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. We believe the adoption of this standard will have no material impact on our consolidated statements of financial position, results of operations or cash flows.

~~The~~In ~~Company~~February ~~incurred a net loss of $875~~2016,~~226~~ ~~during~~FASB ~~the~~issued ~~nine~~ASU ~~months~~No. ~~ended September 30~~2016-02, ~~2015~~Leases ~~and~~(Topic ~~had~~842). ~~net~~The ~~cash~~core ~~used~~principle inof ~~operating~~Topic ~~activities~~842 ofis ~~$10,288~~that ~~for~~a ~~the~~lessee ~~same~~should ~~period.~~recognize ~~Additionally,~~ the ~~Company~~assets ~~has an accumulated deficit of $3,476,758~~ and ~~working~~liabilities ~~capital~~that ofarise ~~$3,190~~from ~~at September 30, 2015~~leases. InASU ~~view~~2016-02 ~~of these matters, the Company's ability to continue as a going concern~~ is ~~dependent~~effective ~~upon~~for ~~the~~public ~~Company's~~companies ~~ability~~for toannual ~~achieve~~reporting aperiods ~~level~~beginning ofafter ~~profitability~~December ~~or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. Upon securing an operating entity~~15, ~~through merger~~2018, ~~Management~~and ~~intends~~interim toperiods ~~raise~~within ~~additional~~those ~~funds~~fiscal ~~by way of a public or private offering~~years. ~~Management~~The ~~believes~~guidance ~~that~~may ~~the~~be ~~actions~~adopted ~~presently~~prospectively ~~being~~or ~~taken~~retrospectively ~~to further implement its business plan~~ and ~~generate~~early ~~revenues~~adoption ~~provide~~is ~~the opportunity for the Company to continue as a going concern~~permitted. The ~~financial statements of the~~ Company dois ~~not~~currently ~~include~~assessing ~~any adjustments relating to~~ the ~~recoverability~~impact ~~and classification of recorded assets, or~~ the ~~amounts~~adoption ~~and classifications~~ of ~~liabilities~~ASU ~~that~~2016-02 ~~might~~will behave ~~necessary~~on ~~should~~its ~~the~~consolidated ~~Company~~financial ~~be unable to continue as a going concern~~statements.

~~While~~NOTE ~~the~~3 ~~Company~~- isGOING attempting to commence operations and produce revenues, the Company's cash position may not be significant enough to support the Company's operations. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.CONCERN

OnThe ~~September~~Company ~~30,~~incurred ~~2015~~a net loss of $21,704 ~~Sport~~during ~~Venture~~the ~~Group~~six months ended June 30, ~~LLC~~2016 and ~~Windy~~had ~~River~~net ~~Group~~cash used in operating activities of $26,430 ~~LLC~~for ~~acquired~~the 5same period. Additionally,~~000~~ ~~shares~~the (Company had an accumulated deficit of $2,~~500~~656,120 ~~shares~~at ~~each)~~June of30, ~~Convertible~~2016. ~~Preferred~~In ~~Stock~~view of these matters, the Company's ~~from~~ability Rto continue as a going concern is dependent upon the Company's ability to achieve a level of profitability or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. ~~Thomas~~Upon ~~Kidd~~securing ~~for~~an ~~$250~~operating entity,~~000.~~ Ifthrough ~~converted~~merger, ~~this~~Management ~~would~~intends ~~represent~~to ~~94.424%~~raise additional funds by way of a public or private offering. Management believes that the ~~issued~~actions presently being taken to further implement its business plan and ~~outstanding~~generate ~~common~~revenues ~~stock~~provide the opportunity for the Company to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, ~~indicating~~or athe ~~change~~amounts inand ~~control~~classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

10While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

~~NOTE 4~~10 –Table ~~NOTES~~of ~~PAYABLE~~Contents

~~Summary~~NOTE of4 ~~notes~~– ~~payable:~~LOANS TO RELATED PARTY

	September 30, 2015		December 31, 2014
	(unaudited)
Note payable, related party (Kidd), dated January 20, 2014, interest 5%, payable upon demand of the holder (a)	$	-	$	125,000
Advances payable, related party (Kidd), 2014, interest 0%, payable upon demand (b)		-		17,550
Note payable, related party (Kidd), dated January 20, 2014, interest 3%, payable upon demand of the holder (c)		-		400,000
	$	-	$	542,550

Summary of loans to related party (Sport Venture Group, LLC) are:

______________________

	June 30,		December 31,
Date Issued	2016		2015
May 27, 2016	$	6,500	$	-
June 27, 2016		4,000		-
	$	10,500	$	-

~~(a)~~These Onnotes ~~January~~bear ~~20,~~interest ~~2014,~~at ~~the~~10% ~~Company~~with ~~consolidated~~maturity ~~all~~dates ~~advances~~one ~~and~~year ~~loans~~from ~~previously made through date by R~~issuance. ~~Thomas~~If ~~Kidd~~notes ~~and~~are ~~his~~paid ~~wife~~before ~~into~~maturity, ~~one~~a ~~Promissory~~minimum ~~Note~~interest ~~in the amount~~ of ~~$125,000,~~10% ~~payable~~is ondue ~~demand,~~at ~~with~~that ~~monthly~~time. ~~installments~~Interest of $~~6,944~~65 ~~plus~~was ~~interest~~accrued atas ~~the rate~~ of ~~5% per annum, with interest accrued from~~ June 130, ~~2013, beginning 10 days after the Company has received funding from any source~~2016. AsThe ofassets ~~September 30, 2015, interest in the amount~~ of ~~$14,569 has been accrued on~~ the ~~note. Principal and interest in the amount of $125~~business,~~000~~ ~~and~~secure ~~$14,569~~these ~~respectively~~notes ~~was~~second ~~extinguished~~to asany acredit ~~result~~facility ~~of a Release Agreement~~ entered into onby ~~September~~Sport ~~29,~~Venture ~~2015. (see Note 5) As of September 30~~Group, ~~2015, the note was considered paid in full~~LLC.

~~(b)~~NOTE During the years ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent to the consolidation of advances, described above, made by R. Thomas Kidd on January 20, 2014, Mr. Kidd made additional cash advances on behalf of the company totaling $27,974. There is no formal note or terms and the balance was payable on demand. Principal in the amount of $27,974 was extinguished as a result of a Release Agreement entered into on September 29, 2015. (see Note 5) As– ofNOTES ~~September 30~~PAYABLE, ~~2015,~~RELATED ~~the note was considered paid in full.~~PARTY

~~(c)~~Summary ~~On January 20, 2014, the Company entered into a Promissory Note with R. Thomas Kidd in the amount~~ of ~~$400,000~~notes ~~and is secured by all assets of the Company~~payable, ~~including~~related ~~but~~party ~~not~~(Windy ~~limited~~River ~~to shares of all subsidiaries and affiliates of the Company. The note was created under severance agreement~~Group, a non-cash transaction. The Company has agreed to pledge shares by pledge agreement and executed stock powers, medallion guaranteed. Payments will be made in installments equal to 50% of any and all funding, whether debt or equity, received by the Company or any subsidiaries or affiliates of the Company until paid in full. As of September 30, 2015, interest in the amount of $20,320 has been accrued on the note. Principal and interest in the amount of $400,000 and $20,320, respectively, was extinguished as a result of a Release Agreement entered into on September 29, 2015. (see Note 5LLC) Asare: ~~of September 30, 2015, the note was considered paid in full.~~

NOTE 5 – RELATED PARTY TRANSACTIONS

	June 30,		December 31,
Date Issued	2016		2015
May 26, 2016	$	25,000	$	-

~~Notes~~These ~~payable~~notes bear interest at 10% with maturity dates one year from issuance. If notes are paid before maturity, a minimum interest of 10% is due at that time. Interest of $253 was accrued as of June 30, 2016. The assets of the business secure these notes, second to any credit facility entered into by the Company.

OnNOTE January 20, 2014, the Company consolidated all advances and loans made by R. Thomas Kidd and his wife into one Promissory Note in the amount of $125,000, payable on demand, with monthly installments of $6~~,944~~ ~~plus~~- ~~interest~~RELATED atPARTY ~~the rate of 5% per annum, with interest accrued from June 1, 2013, beginning 10 days after the Company has received funding from any source.~~TRANSACTIONS

~~During~~Loans ~~the years ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent~~ to ~~the~~related consolidation of advances made by R. Thomas Kidd on January 20, 2014, Mr. Kidd has made additional cash advances on behalf of the company totaling $26,074. There is no formal note or terms and is payable on demand.party

OnDuring ~~January~~the ~~20,~~first ~~2014,~~six ~~the~~months ~~Company~~of ~~entered~~2016, ~~into~~Sport aVenture ~~Promissory~~Group, ~~Note~~LLC, ~~with~~was R.provided ~~Thomas~~funding ~~Kidd~~by the Company in the ~~amount~~form of loans totaling $~~400~~10,~~000~~500 ~~and~~(see isNote ~~secured~~4). byAt ~~all~~June ~~assets~~30, of2016 ~~the~~Sport ~~Company~~Venture Group, ~~including~~LLC ~~but~~owns ~~not~~2,500 ~~limited to~~ shares of ~~all~~Convertible ~~subsidiaries~~Preferred ~~and~~Stock ~~affiliates~~ of the Company. ~~The~~If ~~Company has agreed to pledge shares by pledge agreement and executed stock powers~~converted, ~~medallion~~this ~~guaranteed.~~would ~~Payments~~represent ~~will be made in installments equal to 50~~47% of ~~any and all funding, whether debt or equity, received by~~ the ~~Company~~issued orand ~~any~~outstanding ~~subsidiaries~~common orstock ~~affiliates~~ of the Company ~~until paid in full~~.

~~Effective~~Notes ~~September~~payable ~~30, 2015,~~ and inConvertible ~~connection~~Preferred ~~with~~Stock a change in control of the Company on the same date, the Company issued 720,000 shares of common stock in exchange for the extinguishment of debt and related interest owed to R. Thomas Kidd. The transaction was valued at $1,440,000 and the Company recognized a loss on the extinguishment of debt to a related party in the amount of $852,137.

11During the first six months of 2016, Windy River Group, LLC, provided funding to the Company in the form of notes payable totaling $25,000 (see Note 5) 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 June 30, 2016 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.

~~Contributed~~11 ~~capital~~Table of Contents

~~The~~NOTE ~~Company~~7 ~~has~~– been imputed interest on all shareholder advances received by the Company. On January 20, 2014, the Company formalized all shareholder advances into a single demand promissory note. Imputed interest on the note is for the 20 days ending January 20, 2014. The Company has recorded a like-kind contribution of capital of $0 and $675 for the nine months ending September 30, 2015 and 2014, respectively, as imputed interest on shareholder loans to the Company.EQUITY

On ~~September~~February 3014, ~~2015~~2013, the ~~company~~Company ~~received~~and $3Dutchess Opportunity Fund,~~000~~ asII, ~~contributed~~LP ~~capital~~(“Dutchess”) ~~from~~entered into an Investment Agreement and a ~~related~~Registration ~~party~~Rights Agreement, which provides for the investment by Dutchess of up to ~~pay~~$25 ~~expenses~~million over a period of 36 months. Under the terms of the Investment Agreement and Registration Rights Agreement, Dutchess will purchase common stock of the Company, subject to and wholly conditioned upon the Company filing an S-1 registration statement to register the shares acquired by Dutchess and the registration statement of the shares being declared effective by the Securities and Exchange Commission. The Investment Agreement sets forth the terms and conditions under which Dutchess will purchase the common stock of the Issuer and other material conditions to the agreement between the parties. As of June 30, 2016 there has been no funding under the agreement.

~~Severance~~Common ~~and Release Agreements~~Stock

~~Effective~~The ~~January~~Company ~~20,~~has ~~2014,~~authority ~~Mr.~~to ~~Kidd~~issue ~~retired~~fifty ~~from~~million ~~his~~(50,000,000) ~~position~~common with ~~the~~a ~~Company,~~par ~~thereby~~value ~~terminating~~of ~~his Employment Agreement~~$.001 ~~For and as consideration~~ of ~~Kidd's~~which ~~resignation as CEO and Director and retirement from services to the Company~~1,015,286 ~~the~~have ~~Company~~been ~~agreed to compensate Mr~~issued. ~~Kidd in the form of a severance package as follows:~~

·No ~~Company~~holder ~~shall execute and deliver a demand promissory note in the amount~~ of ~~$400,000,~~shares ~~which shall be payable upon the demand~~ of ~~the~~stock ~~holder. The promissory note shall be secured by all assets~~ of ~~the~~any ~~Company.~~class ·is ~~Company shall procure and purchase a $500~~entitled,~~000~~ ~~term~~as ~~life policy with~~ a ~~term~~matter of ~~at least 10 years and pay the premiums associated therewith no later than March 1~~right, ~~2014.~~to ~~The~~subscribe ~~policy~~for ~~will~~or ~~name~~purchase ~~Joan~~or L.receive Kidd, his spouse, as beneficiary and Kidd named parties as secondary beneficiaries · Company shall enter into an indemnification agreement with Kidd, in a form acceptable to Kidd, indemnifying Kidd against any ~~claims~~part of any ~~kind~~new ~~from~~or ~~any~~additional ~~third~~issue ~~party for a period~~ of ~~7 years. · Company shall enter into an advisor agreement with Kidd which shall provide for the issuance of 2 million common~~ shares of stock ~~as compensation for services rendered. · Company shall execute a general release~~ of any ~~and~~class, ~~all~~or ~~claims in favor~~ of ~~Kidd~~securities ~~relating~~convertible tointo ~~Kidd's~~shares ~~tenure as CEO~~ of ~~the~~stock ~~Company. · Company represents and warrants that within 5 days~~ of ~~the~~any ~~date~~class, ofwhether ~~closing~~now ofhereafter aauthorized ~~merger~~or ~~transaction~~whether ~~and~~issued ~~exiting~~for ~~shell status~~money, ~~Company~~for ~~shall~~consideration ~~file a registration statement on form S-1 to register shares under its equity line with Dutchess Capital. No~~ other ~~shares other~~ than ~~the~~money, ~~shelf~~or ~~registration for Dutchess will be included in this S-1 registration statement. Company further agrees that it shall take all steps necessary and required to obtain an effective declaration~~ by ~~the~~way ~~SEC~~of ~~on the registration statement~~dividend.

~~Upon~~Total ~~execution~~common ofshares ~~the~~issued ~~agreement,~~ and ~~receipt~~outstanding ofat ~~all~~June ~~documentation~~30, ~~Kidd~~2016 ~~shall~~and ~~immediately~~December do31, ~~the~~2015 ~~following:~~were 1,015,286.

	·	Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction.
	·	Resign all positions, as applicable, with the Company.

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 30, 2016, 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 on Form 10-K and thereafter when the Company becomes current in all SEC filings 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.

OnPreferred January 20, 2014, the Company entered into a consulting agreement with their former executive, R. Thomas Kidd, effective upon the completion of a merger or acquisition. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. The Consultant shall be entitled to receive the shares as earned and in the event of termination of the agreement, Company shall be obligated to continue the issuance of shares until the entire 2 million shares are issued to Consultant.

12The Company amended its Articles of Incorporation in May 2013 and subsequently has authority to issue ten million (10,000,000) Series A Convertible Preferred with a par value of $10.00, of which 5,250 shares have been issued as of June 30, 2016. This class of stock may be convertible into common shares at the rate of one share of Series A Convertible Preferred for 1,000 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.

~~Pursuant~~On toSeptember a30, ~~Release~~2015, ~~Agreement~~Sport ~~made~~Venture ~~effective~~Group, ~~September~~LLC 29and Windy River Group, ~~2015~~LLC acquired 5,000 ~~and~~shares in(2,500 ~~connection~~shares ~~with~~each) aof ~~change~~Convertible inPreferred ~~control~~Stock of the Company, ~~the~~from ~~Company~~R. ~~was~~Thomas ~~released~~Kidd ~~and~~for ~~forever~~$250,000. ~~discharged~~If ~~from~~converted, ~~any~~this ~~and~~would ~~all~~represent ~~manner~~94.26% of ~~action or actions against~~ the ~~Company~~issued inand ~~connection~~outstanding ~~with~~common ~~any~~stock ~~and~~of ~~all~~the ~~agreements~~Company, ~~entered~~indicating ~~into~~a bychange ~~and~~in ~~between~~control of the Company ~~and R~~. ~~Thomas Kidd.~~

~~NOTE 6~~On –December ~~STOCKHOLDERS'~~22, ~~EQUITY/(DEFICIT)~~2015, the Company filed an Amendment to the Certificate of Designation that modified the rights of the holders of Series A Convertible Preferred Stock by changing the conversion ratio to 10,000 shares of common stock for one share of Series A Convertible Preferred Stock and eliminating any holding requirement before conversion.

On ~~February~~June 1415, ~~2013~~2016, ~~the~~Peter ~~Company~~Grieve ~~and~~purchased ~~Dutchess~~50 ~~Opportunity~~shares ~~Fund,~~of ~~II,~~Convertible LPPreferred ~~entered~~Stock ~~into an Investment Agreement and a Registration Rights Agreement, which provides~~ for ~~the investment by Dutchess of up to~~ $25,000. ~~million~~Peter ~~over~~Grieve ais ~~period of 36 months. Under~~ the ~~terms~~owner/manager of ~~the~~Windy ~~Investment~~River ~~Agreement and Registration Rights Agreement~~Group, ~~Dutchess~~LLC. ~~will~~Mr. ~~purchase~~Grieve ~~common~~holds ~~stock~~voting ~~of the Company, subject to~~ and ~~wholly~~investment ~~conditioned~~power ~~upon~~over ~~the~~any ~~Company~~pecuniary ~~filing~~interests anin ~~S-1 registration statement to register the~~ shares ~~acquired by Dutchess and the registration statement~~ of the ~~shares~~Company ~~being~~held ~~declared effective~~ by ~~the~~Windy ~~Securities~~River and Exchange Commission. The Investment Agreement sets forth the terms and conditions under which Dutchess will purchase the common stock of the Issuer and other material conditions to the agreement between the parties. As of September 30Group, ~~2015 there has been no funding under the agreement~~LLC.

~~Common~~12 ~~Stock~~Table of Contents

~~The~~Sport ~~Company~~Venture ~~has authority to issue fifty million (50~~Group,~~000,000)~~ ~~common with a par value of $.001 of which 1,015,278 have been issued. The Company intends to issue additional shares in an effort to fund its operations.~~LLC

NoSport ~~holder~~Venture ofGroup, ~~shares~~LLC ofwas ~~stock~~incorporated ofin ~~any~~the ~~class~~State isof ~~entitled,~~South asCarolina. aThe ~~matter~~principal business of ~~right,~~SVG tois ~~subscribe~~that ~~for~~of ora ~~purchase~~sport orinvestment ~~receive~~and ~~any~~holding ~~part~~company ofthat ~~any~~seeks ~~new~~to orinvest, ~~additional~~hold ~~issue~~and ofmanage ~~shares~~its ofvarious ~~stock~~multisport ofinterests. ~~any~~Ron ~~class,~~Konersmann oris ofthe ~~securities~~Owner/Manager ~~convertible~~of ~~into~~Sport ~~shares~~Venture ofGroup, ~~stock~~LLC. ofMr. ~~any~~Konersmann ~~class,~~holds ~~whether~~voting ~~now~~and ~~hereafter~~investment ~~authorized~~power orover ~~whether~~any ~~issued~~pecuniary ~~for~~interests ~~money,~~in ~~for~~shares ~~consideration~~of ~~other~~the ~~than~~Company ~~money,~~held or by ~~way~~Sport ofVenture ~~dividend~~Group, LLC.

OnWindy ~~January~~River 20Group, 2014, the Company entered into a consulting agreement, effective upon completion of a merger or acquisition, with their former executive, R. Thomas Kidd. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. Under contractual agreement, the shares are to be issued as unrestricted shares. Pursuant to a Release Agreement made effective September 29, 2015, and in connection with a change in control of the Company, the Company was released and forever discharged from all agreements entered into by and between the Company and R. Thomas Kidd, thereby nullifying this agreement.LLC

OnWindy ~~September~~River 29Group, ~~2015,~~LLC ~~the~~was ~~Company~~incorporated ~~issued~~in ~~720,000~~the ~~shares~~State of ~~common~~Massachusetts. ~~stock~~The inprincipal ~~exchange~~business ~~for~~of ~~the~~WRG ~~release~~is that of ~~debt~~a ~~and~~private ~~other~~investment ~~agreements~~firm ~~entered~~with ~~into~~interests ~~with~~in R.international ~~Thomas~~football, ~~Kidd~~banking, ~~the~~wealth ~~Company's~~management, ~~former Chief Executive Officer~~ and ~~Director~~technology. ~~The~~Peter ~~excess~~Grieve ofis the ~~fair~~owner/manager ~~value~~ of ~~consideration~~Windy ~~paid~~River ~~($1~~Group,~~440,000)~~ ~~over~~LLC. ~~the~~Mr. ~~debt~~Grieve ~~and~~holds ~~accrued~~voting ~~interest extinguished ($587,863) was $852,137~~ and ~~was~~investment ~~recorded~~power toover ~~other~~any ~~expense~~pecuniary asinterests ain ~~loss~~shares ~~on the extinguishment~~ of ~~debt because~~ the ~~entities~~Company ~~are~~held ~~related~~by ~~parties~~WRG.

Total ~~common~~preferred shares, series A, issued and outstanding atas ~~September~~of June 30, ~~2015~~2016 and ~~2014~~December 31, 2015 were 15,~~015,278~~250 and ~~295~~ 5,~~278~~200, respectively.

~~Preferred~~NOTE ~~stock~~8 – COMMITMENTS AND CONTINGENCIES

The ~~Company~~officers ~~amended~~and ~~its~~directors ~~Articles~~ of ~~Incorporation~~the inCompany ~~May~~are ~~2013~~involved ~~and~~in ~~subsequently~~other ~~has~~business ~~authority~~activities toand ~~issue ten million (10~~may,~~000,000)~~ ~~Series~~in Athe ~~Convertible Preferred with a par value of $10.00~~future, ofbecome ~~which~~involved ~~5,200~~in ~~shares~~other ~~have~~business ~~been~~opportunities ~~issued~~that asbecome ~~of September 30, 2015~~available. ~~This~~They ~~class of stock~~ may beface ~~convertible~~a ~~into~~conflict ~~common~~in ~~shares~~selecting atbetween the ~~rate~~Company ~~of one share of Series A Convertible Preferred for 1,000 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~~other ~~entitled~~business ~~to dividend treatment as if converted to common~~interests. ~~Series~~The ACompany ~~Convertible~~has ~~Preferred~~not ~~may~~formulated bea ~~converted~~policy tofor ~~common shares at any time after one year from~~ the ~~date~~resolution of ~~issuance~~such ~~at the option of the holder~~conflicts.

OnIn ~~May~~the ~~23,~~normal ~~2013~~course of business, the Company ~~entered~~may ~~into~~become ana ~~Executive~~party ~~Employment~~to ~~Agreement~~litigation ~~with~~matters R.involving ~~Thomas~~claims ~~Kidd~~against ~~for~~the ~~services~~Company. asThe ~~CEO~~Company's ~~and~~management ~~Principal~~is ~~Financial~~unaware ~~Officer.~~of ~~Pursuant~~any topending ~~the~~or ~~Agreement,~~threatened ~~Mr.~~assertions ~~Kidd~~and ~~received~~there ~~5,000~~are ~~shares~~no ofcurrent ~~the~~matters ~~Company's~~that ~~Series~~would Ahave ~~preferred~~a ~~stock~~material aseffect ~~compensation~~on ~~for~~the ~~services,~~Company’s ~~for~~financial aposition ~~value~~or results of ~~$50,000~~operations.

13The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

OnNOTE 9 – ~~May~~DEFINITIVE ~~23,~~AGREEMENT ~~2013,~~FOR ~~the~~REVERSE ~~Company~~MERGER entered into an Executive Employment Agreement with Anthony Gebbia for services as Chief Operating Officer. Pursuant to the Agreement, Mr. Gebbia received 200 shares of the Company's Series A preferred stock as a signing bonus and for past services as CEO of the Company, valued at $2,000.TRANSACTION

OnAn ~~September~~Agreement 30was made on February 5, ~~2015~~2016 between FV Corporation ("FV" or "Seller") and Sputnik Enterprises, ~~Sport~~Inc. ~~Venture~~("SPNI" ~~Group~~or "Buyer"). The Agreement provides that, ~~LLC~~subject to all the terms and ~~Windy~~conditions ~~River~~of ~~Group~~this Agreement, ~~LLC~~at ~~acquired~~the 5Closing,~~000~~ ~~shares~~FV agrees to receive from SPNI, and SPNI agrees to issue to the shareholders of the Seller (2each,~~500~~ a "Shareholder") an aggregate of 45,170,085 shares ~~each~~of Common Stock ("SPNI Common Stock") and such number of shares of Series A Convertible Preferred Stock that convert into an additional 45,170,085 shares of Common Stock of SPNI ("SPNI Preferred Stock") (the ~~Company~~SPNI ~~from~~Common R.Stock ~~Thomas~~and ~~Kidd~~the ~~for~~SPNI ~~$250~~Preferred Stock collectively,~~000~~ the "Share Consideration") in exchange for the transfer of all of the issued and outstanding shares of the Common Stock of FV ("FV Shareholder's Shares") to SPNI. IfEach ~~converted,~~FV ~~this~~Shareholder's ~~would~~Share ~~represent~~that 94is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive one share of SPNI Common Stock and 0.~~424%~~0001 shares of SPNI Preferred Stock which equates to one share of common stock (together, the "Exchange Ratio"), such that when all shares of Common Stock and SPNI Preferred Stock have been issued under this Agreement and ~~outstanding~~all shares Preferred Stock issued under this Agreement have been converted to common stock, an aggregate of 90,340,170 shares of SPNI Common Stock shall have been issued to FV's Shareholders under this Agreement. Notwithstanding the ~~Company~~foregoing, ~~indicating~~prior ato ~~change~~Closing, inthe ~~control~~parties shall adjust the number of FV Shareholder's Shares to be transferred to SPNI to such number of shares of FV Common Stock as is actually issued and outstanding as of the ~~Company~~Closing Date and the aggregate number shares of SPNI Common Stock and SPNI Preferred Stock to be issued to the FV Shareholders shall be adjusted accordingly pursuant to the Exchange Ratio.

Sport Venture Group, LLC and Windy River Group, LLC own 62% and 3%, respectively of FV as of December 31, 2016.

~~Sport~~Closing ~~Venture~~of ~~Group,~~the ~~LLC~~Agreement ~~was~~is ~~incorporated~~contingent inupon ~~the~~a ~~State~~number of ~~South~~terms ~~Carolina.~~and ~~The~~conditions ~~principal~~described ~~business~~in ofthe ~~SVG~~Agreement, isincluding ~~that~~FV ofsecuring ashareholder ~~sport~~approval ~~investment~~as ~~and~~required ~~holding~~under ~~company~~the ~~that~~laws ~~seeks~~of toSouth ~~invest,~~Carolina ~~hold~~ and ~~manage~~completion ~~its~~of ~~various~~an ~~multisport~~audit ~~interests.~~of ~~Ron~~FV ~~Konersmann~~Corporation. isAs of the ~~Owner/Manager~~filing of ~~Sport~~this ~~Venture Group~~report, ~~LLC.~~shareholder ~~Mr.~~approval ~~Konersmann~~has ~~holds~~been ~~voting~~acquired ~~and~~by ~~investment~~FV ~~power~~and ~~over~~the ~~any~~Company ~~pecuniary~~anticipates ~~interests~~the inconclusion ~~shares~~ of ~~the~~FV’s ~~Company~~audit ~~held~~on byor ~~Sport~~before ~~Venture~~June ~~Group~~30, ~~LLC~~2017.

~~Windy~~13 ~~River~~Table ~~Group,~~of ~~LLC~~Contents

~~Windy~~Item ~~River Group, LLC was incorporated in the State of Massachusetts~~2. ~~The~~Management’s ~~principal~~Discussion ~~business of WRG is that of a private investment firm with interests in international football, banking, wealth management,~~ and ~~technology.~~Analysis ~~Peter~~or ~~Grieve~~Plan ~~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 WRG.~~Operation

~~Total~~This ~~preferred~~10−Q ~~shares,~~contains ~~series~~forward-looking A,statements. ~~issued~~Our ~~and~~actual ~~outstanding~~results could differ materially from those set forth as a result of ~~September~~general ~~30,~~economic ~~2015~~conditions and ~~December~~changes ~~31,~~in ~~2014~~the ~~were~~assumptions ~~5,200~~used in making such forward-looking statements. The following discussion and ~~5,200,~~analysis ~~respectively~~of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to "Cautionary Note Regarding Forward Looking Statements" and “Risk Factors” below.

~~Paid~~The following discussion of our financial condition and results of operations as of June 30, 2016 should be read in ~~capital~~conjunction with our financial statements and the related notes as provided under Item 1. With respect to the discussion within this Item 2, the terms “Sputnik,” “we,” “us,” and “our” refer to Sputnik Enterprises, Inc.

~~On September 30, 2015, the company received $3,000 as contributed capital from a related party to pay expenses.~~ Overview

~~NOTE 7~~Sputnik –Enterprises ~~COMMITMENTS~~is ~~AND~~a ~~CONTINGENCIES~~“blank check company” in that it 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

~~Some~~During of the ~~officers~~next ~~and~~twelve ~~directors~~months ofwe ~~the~~anticipate ~~Company~~incurring ~~are~~costs ~~involved~~related in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.to:

In(i) ~~the~~filing ~~normal~~Exchange ~~course~~Act ~~of business~~reports, ~~the~~and ~~Company~~(ii) ~~may~~investigating, ~~become~~analyzing ~~a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions~~ and ~~there~~consummating ~~are no current matters that would have~~ a ~~material~~reverse ~~effect on the Company's financial position or results of operations~~merger.

~~The~~We ~~Company's~~believe ~~operations~~we ~~are~~will ~~subject~~be able to ~~significant~~meet ~~risks~~these ~~and~~costs ~~uncertainties~~through ~~including~~use ~~financial,~~of ~~operational~~funds ~~and~~loaned ~~regulatory~~to ~~risks,~~or ~~including~~invested ~~the~~in ~~potential~~us ~~risk~~by ofour ~~business~~stockholders, ~~failure~~management or other investors.

14Liquidity

~~Item~~For 2.the ~~Management's~~six ~~Discussion~~months ~~and~~ended ~~Analysis~~June or30, ~~Plan~~2016, we had net cash used in operations of ~~Operation~~$26,430.

~~This~~On ~~10−Q~~June ~~contains~~30, ~~forward-looking~~2016, ~~statements.~~we ~~Our~~had ~~actual~~total ~~results~~assets ~~could differ materially from those set forth as a result~~ of ~~general~~$23,944 ~~economic~~compared conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to ~~applicable~~assets ~~Securities and Exchange Commission regulations and is not intended to serve as a basis for projections~~ of ~~future~~$309 ~~events.~~at ~~Refer~~December ~~also~~31, ~~to "Cautionary Note Regarding Forward Looking Statements" below~~2015.

~~The~~We ~~following~~had ~~discussion~~total liabilities of ~~our~~$30,253 ~~financial~~as ~~condition~~of ~~and~~June ~~results~~30, of2016, ~~operations~~which asconsisted of ~~September~~note 30payable, ~~2015~~related ~~should~~party beof ~~read~~$25,000, inadvance ~~conjunction~~from ~~with~~shareholder ~~our~~of ~~financial~~$5,000 ~~statements~~ and ~~the~~accrued ~~related~~interest ~~notes~~of as$253. ~~provided~~At ~~under~~December ~~Item~~31, 1.2015 ~~With~~we ~~respect~~had tototal ~~the~~liabilities ~~discussion~~of ~~within~~$9,914 ~~this~~which ~~Item~~consisted 2,of ~~the~~accounts ~~terms~~payable ~~"Sputnik,"~~and ~~"we,"~~accrued ~~"us~~expenses of $4,"914 and ~~"our"~~advance ~~refer~~from toshareholder ~~Sputnik~~of ~~Enterprises~~$5, ~~Inc~~000.

~~Overview~~14 Table of Contents

~~Sputnik~~Capital Enterprises is a "blank check company" in that it 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 personResources

~~During~~The ~~the~~Company ~~next~~has ~~twelve~~financed ~~months~~its welimited ~~anticipate~~operations ~~incurring~~through ~~costs~~funds ~~related~~advanced from its shareholders and directors to: meet minimum operating cash requirements. There is no written agreement for future funding.

The Company has a standing agreement with Duchess Capital (i“Investor”), ~~filing~~signed ~~Exchange~~term ~~Act~~sheet, ~~reports~~for an Equity Line Facility. The Investor shall commit to purchase up to $25 million of the Company’s stock over a 36 month period, after a registration statement of the stock has been declared effective by the US Securities and Exchange Commission. The equity line has conversion feature for repayment of amounts drawn on the equity line. Conversion pricing of the shares will be at 94% of the lowest daily variable weighted average price (iiVWAP) ~~investigating~~during the five consecutive trading days immediately prior to the put date. The Company has not filed an S-1 registration, ~~analyzing~~therefore, the terms of the agreement have not commenced and ~~consummating~~no aadvances ~~reverse~~under ~~merger~~this agreement have been made.

WeResults ~~believe we will be able to meet these costs through use~~ of ~~funds~~Operations ~~loaned to or invested in us by our stockholders, management or other investors.~~

~~Liquidity~~Three Months Ended June 30, 2016 compared to the three months ended June 30, 2015

~~For~~Our net loss for the ~~nine~~three months ended ~~September~~June 30, ~~2015,~~2016 wewas ~~had~~$21,557 ~~net~~which ~~cash~~was ~~used~~an inincrease ~~operations~~ of $1011,~~288.~~667 ~~Net~~over ~~cash~~our ~~provided~~net byloss ~~financing~~for ~~activities~~the three months ended June 30, 2015, which was $139,~~424~~890. ~~which~~The ~~consisted~~increased ofloss ~~advances~~was ~~from~~primarily ~~related~~due ~~parties~~to increased legal and professional fees, net of reduced interest expense..

OnSix ~~September~~Months ~~30,~~Ended ~~2015~~June ~~we had total assets of $3~~30,~~190~~ 2016 compared to ~~assets~~the ofsix ~~$54~~months atended ~~December~~June 3130, ~~2014.~~ 2015

Our net loss for the six months ended June 30, 2016 was $21,704 which was an increase of $6,405 over our net loss for the six months ended June 30, 2015, which was $15,299. The increase was primarily due to increased general and administrative expenses net of decreased interest expense. General and administrative expense increased due to legal and professional fees, net of reduced other general and administrative expenses.

WeGeneral ~~had~~and noadministrative ~~liabilities~~expenses asfor ~~of September~~the ~~30,~~six ~~2015.~~months Atended ~~December~~June 3130, ~~2014~~2016 ~~we owed~~and ~~accounts~~2015 ~~payable~~were $21,516 and ~~accrued~~$6,249, ~~expenses~~respectively. inInterest expense for the ~~amount~~six ofmonth ~~$22~~periods ended June 30,~~088~~ 2016 and ~~shareholder~~2015 ~~notes~~was ~~totaling~~$253 and $~~542~~9,~~550~~050, respectively.

~~Capital~~Cautionary ~~Resources~~ Note About Forward-Looking Statements

The ~~Company~~information ~~has~~contained ~~financed~~in ~~its~~this ~~limited~~Report ~~operations~~includes ~~through~~some ~~funds~~statements ~~advanced~~that ~~from~~are ~~its~~not ~~shareholders~~purely historical and ~~directors~~are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and as such, may involve risks and uncertainties. These forward-looking statements relate to, ~~meet~~among ~~minimum~~other ~~operating~~things, ~~cash~~expectations ~~requirements~~of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. ~~There~~In isaddition, noany ~~written~~statements ~~agreement~~that ~~for~~refer to projections, forecasts or other characterizations of future ~~funding~~events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking. For example, our forward-looking statements may include statements regarding:

~~The~~15 ~~Company~~Table ~~has a standing agreement with Duchess Capital ("Investor"), signed term sheet, for an Equity Line Facility. The Investor shall commit to purchase up to $25 million~~ of the Company's stock over a 36 month period, after a registration statement of the stock has been declared effective by the US Securities and Exchange Commission. The equity line has conversion feature for repayment of amounts drawn on the equity line. Conversion pricing of the shares will be at 94% of the lowest daily variable weighted average price (VWAP) during the five consecutive trading days immediately prior to the put date. The Company has not filed an S-1 registration, therefore, the terms of the agreement have not commenced and no advances under this agreement have been made.Contents

~~Results~~· ofOur ~~Operations~~projected sales and profitability,

~~Three~~· ~~Months~~Our ~~Ended~~growth ~~September 30~~strategies, ~~2015 compared to the three months ended September 30, 2014~~

~~Our~~· ~~net~~Anticipated ~~loss~~trends ~~for~~in ~~the three months ended September 30, 2015 was $859,927. This is an increase of $740,310 over~~ our ~~net loss for the three months ended September 30~~industry, ~~2014, which was $119,617. The increase was primarily due to the loss recognized on the extinguishment of debt to a related party.~~

~~Nine~~· ~~Months~~Our ~~Ended~~future ~~September~~financing 30plans, ~~2015 compared to the nine months ended September 30, 2014~~and

· Our ~~net~~anticipated ~~loss~~needs for ~~the~~working ~~nine months ended September 30, 2015 and 2014 was $875,226 and $345,384, respectively~~capital. Although there was a decrease to compensation, consulting expenses and professional fees in the current nine month period, the Company recognized a loss on the extinguishment of debt to a related party in the same period, accounting for the overall increase to the Company's comparative loss of $529,842.

~~General~~In ~~and~~light ~~administrative~~of ~~expenses~~these ~~for the nine months ended September 30~~risks, ~~2015~~uncertainties and ~~ended~~assumptions, ~~2014~~the ~~were~~future $9events,~~439~~ ~~and~~developments ~~$328,070,~~or ~~respectively.~~results ~~Interest~~described ~~expense~~by ~~for~~our ~~the~~forward-looking ~~six~~statements ~~month~~herein ~~periods~~could ~~ended~~turn ~~September~~to ~~30,~~be ~~2015~~materially ~~and~~different ~~2014~~from ~~was~~those ~~$13,650~~we ~~and~~discuss ~~$17,315,~~or ~~respectively~~imply.

Cautionary Note About Forward-Looking Statements

The information contained in this Report includes some statements that are not purely historical and are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking. For example, our forward-looking statements may include statements regarding:

· Our projected sales and profitability, · Our growth strategies, · Anticipated trends in our industry, · Our future financing plans, and · Our anticipated needs for working capital.

In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 4. 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.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company'’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) during the fiscal quarter ended ~~September~~June 30, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, the Company'’s internal control over financial reporting.

1716 Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)	Unregistered Sales of Equity Securities.

OnThe ~~September~~Registrant ~~30,~~did ~~2015,~~not ~~the~~sell ~~Company~~any ~~issued~~unregistered ~~720,000~~securities ~~shares~~during ofthe ~~common~~six ~~stock~~months toended aJune ~~former~~30, ~~officer~~2016 ~~and~~except ~~director in exchange~~ for ~~his agreement to release the Company from certain liabilities owed to him.~~:

~~We relied upon Section 4(2)~~ On June 15, 2016, Peter Grieve purchased 50 shares of ~~the~~Series ~~Securities~~A Convertible Preferred Stock for ~~Act~~$500 ofper ~~1933,~~share asfor ~~amended~~a ~~for~~total ~~the~~consideration ~~above~~of ~~issuance~~$25,000.

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·The issuance did not involve underwriters, underwriting discounts or commissions. ·Restrictive legends were and will be placed on all certificates issued as described above. ·The distribution did not involve general solicitation or advertising. ·The distribution was made only to an Accredited Investor.

(b)	Use of Proceeds.

~~None~~The Registrant used the proceeds to fund the Company’s operations.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Not applicable.

Table of Contents

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item
10.1		Kidd Release
31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.*
101.INS**		XBRL Instance Document*
101.SCH**		XBRL Taxonomy Extension Schema Document*
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document*

101.INS**	XBRL Instance Document*
101.SCH**	XBRL Taxonomy Extension Schema Document*
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document*

______________

* This exhibit shall not be deemed "“filed"” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

1918 Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SPUTNIK ENTERPRISES, INC.
Date: December 4, 2015	By:	/s/ Anthony Gebbia
Date: June 20, 2017	By:	/s/ Anthony Gebbia
		Anthony Gebbia
		(Authorized Officer and Principal Executive Officer)

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	NAME	TITLE	DATE
/s/ Anthony Gebbia	Anthony Gebbia	Principal Executive Officer, Principal Financial ~~Officer and Principal Accounting officer~~	~~December~~June 420, ~~2015~~2017
		Officer and Principal Accounting officer

2019 Table of Contents

EXHIBIT INDEX

Exhibit		Item
31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.*
101.INS**		XBRL Instance Document*
101.SCH**		XBRL Taxonomy Extension Schema Document*
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document*

101.INS**	XBRL Instance Document*
101.SCH**	XBRL Taxonomy Extension Schema Document*
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document*

______________

2120

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