Attached files

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EX-5.1 - LEGAL OPINION - Sport Endurance, Inc.sportend_s1a-ex501.htm
EX-10.1 - LEASE - Sport Endurance, Inc.sportsend_s1a-ex1001.htm
EX-10.2 - FORM D 506 - Sport Endurance, Inc.sportsend_s1a-ex1002.htm
EX-23.1 - COINSENT OF M&K CPAS - Sport Endurance, Inc.sportsend_s1a-ex2301.htm



As filed with the Securities and Exchange Commission on November 2, 2009
Registration No. 333-161943

 
SECURITIES AND EXCHANGE COMMISSION

FORM S-1/A
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 
 
SPORT ENDURANCE, INC.
(Exact Name of Small Business Issuer in its Charter)

Nevada
2086
26-2754069
(State or other Jurisdiction of Incorporation)
(Primary Standard Classification Code)
(IRS Employer Identification No.)
     
 
SPORT ENDURANCE, INC.
1890 South 3850 West
Salt Lake City, Utah 84104
Tel.: (877) 255-9218
 (Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)

Paracorp, Incorporated
318 North Carson Street, Suite 208
Carson City, Nevada 89032
Tel.: 1-775-883-8104

 (Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
Law Office of Leo J. Moriarty
12534 Valley View Street #231
Garden Grove, California 92845
Telephone 714-305-5783
Facsimile 714-316-1306
E- Mail LJMLegal@aol.com

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement as determined by market conditions and other factors.

 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

 
 

 


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
                                                                                                                                            
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of
Securities to be Registered
 
Amount to be
Registered
   
Proposed Maximum
Aggregate
Offering Price
per share
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration fee
 
                         
Common Stock, $0.001 par value per share
   
8,200,000
   
$
0.001
   
$
8,200
   
$
   

(1)                   This Registration Statement covers the resale by our selling shareholders of up to 8,200,000 shares of common stock previously issued to such selling shareholders.

(2)                   The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.001 a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
 
 
 



 
 

 


The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to completion, dated October 30 , 2009

PROSPECTUS
 
SPORT ENDURANCE, INC.

8,200,000 SHARES OF COMMON STOCK


The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.001 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 4 to read about factors you should consider before investing in shares of our common stock.

NEITHER THE S.E.C. NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.














The Date of This Prospectus is:   October 30 , 2009

 
 

 


TABLE OF CONTENTS
 
 
PAGE
Prospectus Summary
1
Summary of Financial Information
2
Risk Factors
4
Use of Proceeds
11
Determination of Offering Price
11
Dilution
11
Selling Shareholders
11
Plan of Distribution
13
Description of Securities to be Registered
14
Interests of Named Experts and Counsel
15
Description of Business
16
Description of Property
20
Legal Proceedings
21
Market for Common Equity and Related Stockholder Matters
21
Management Discussion and Analysis of Financial Condition and Financial Results
22
Directors and Executive Officers
28
Executive Compensation
30
Summary Compensation table
31
Security Ownership of Certain Beneficial Owners and Management
32
Transactions with Related Persons, Promoters and Certain Control Persons
33
Disclosure of Commission Position on Indemnification of Securities Act Liabilities
34
Financial Statements
F-1
 



 
i

 

Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
 
PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Sport Endurance,” “Sport”,” Company,” “we,” “us” and “our” refer to SPORT ENDURANCE, INC.

Overview

We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc.  The Company ceased all operations in 2002.  The Company was dormant from 2002 until July of 2009.  The Company has had no revenues or expenses for this time period.
 
The Company was revived on July 28, 2009 in order to enter into the energy Gel Cap and energy drink market. The Company changed its name to Sport Endurance, Inc. in August 2009.  On August 20, 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc.
 
Sport Endurance, Inc. is presently marketing for sale one Soft-Gel capsule (named Sport Endurance 8-hour Energy Soft-Gels).
 
In 2011 Sport Endurance, Inc. intends to market and distribute quality beverage, snacks and dietary supplements products.
 
In 2011 the company intends to offer Shocking Great Taste energy drinks in 6 flavors. Mango Cream, Raspberry Cream, Fruit Punch, Tropical, Doo Drop and Cran-Grape. The company intends to offer regular and sugar free versions of Mango Cream.
 
In January of 2011, Sport Endurance intends to launch sugar free energy shots. The sugar free shots would be offered in 4 flavors, Mango, Tropical, Fruit Punch and Raspberry.
 
Sport Endurance, Inc. is a development stage company. Sport Endurance has a limited history of operations.  We presently do not have the funding to execute our business plan.

Sport Endurance, Inc. is a development stage company. Sport Endurance has a limited history of operations.  We presently do not have the funding to execute our business plan.
 
 Where You Can Find Us
 
Our principal executive office is located at SPORT ENDURANCE, INC. 1890 South 3850 West Salt Lake City, Utah 84104 and our telephone number is. (877) 255-9218.  Our Internet address is http://www.sportenduranceinc.com

 

 

The Offering

Common stock offered by selling security holders
 
8,200,000 shares of common stock. This number represents approximately 13% of our current outstanding common stock (1).
     
Common stock outstanding before the offering
 
57,200,000 common shares as of August 31, 2009.
     
Common stock outstanding after the offering
 
57,200,000 shares.
     
Terms of the Offering
 
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
     
Termination of the Offering
 
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
     
Use of proceeds
 
We are not selling any shares of the common stock covered by this prospectus.
     
 Risk Factors
 
 The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.
     
 (1)   Based on 57,200,000 shares of common stock outstanding as of  August 31, 2009.
 
      
 
SUMMARY OF FINANCIAL INFORMATION

The following table provides summary financial statement data as of and for each of the fiscal years ended August 31, 2009 and the period from Inception (January 3, 2001) through August 31, 2009. The financial statement data as of and for each of the fiscal periods ended August 31, 2009 and 2008 have been derived from our audited financial statements. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus, and the unaudited financial statements and related notes included in this prospectus.











THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALY

 
2

 




SPORT ENDURANCE, INC. (formerly Cayenne Construction, Inc.)
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF OPERATIONS
 
                   
   
For the
   
For the
   
January 3, 2001
 
   
year ended
   
year ended
   
(inception) to
 
   
August 31,
   
August 31,
   
August 31,
 
   
2009
   
2008
   
2009
 
                   
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
General and administrative
    -       -       3,200  
Professional fees
    -       -       125,000  
                         
Total operating expenses
    -       -       128,200  
                         
Net operating loss
    -       -       (128,200 )
                         
Offering costs
    -       -       (13,000 )
                         
Loss before provision for income taxes
    -       -       (141,200 )
                         
Provision for income taxes
    -       -       -  
                         
Net (loss)
  $ -     $ -     $ (141,200 )
                         
Weighted average number of common shares
                       
outstanding - basic and fully diluted
    29,797,808       29,200,000          
                         
Net (loss) per share - basic and fully diluted
  $ -     $ -          



 
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RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.

Risks Related to Our Business

OUR OPERATING RESULTS MAY FLUCTUATE DUE TO FACTORS, WHICH ARE NOT WITHIN OUR CONTROL.

Our operating results are expected to fluctuate in the future based on a number of factors, many of which are not in our control. Our operating expenses primarily include marketing and general administrative expenses that are relatively fixed in the short-term. If our revenues are lower than we expect because demand for our service and products has not been created, if we experience defaults among future applicants, or for any other reasons, we may not be able to maintain acceptable revenue levels.

Because of the unique nature of our business and the fact that there are no comparable past business models to rely on, future factors that may adversely affect our business are difficult to forecast. Any shortfall in our revenues would have a direct impact on our business. In addition, fluctuations in our quarterly results could adversely affect the market price of our common stock in a manner unrelated to our long-term operating performance.

WE HAVE A SHORT OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY A YOUNG COMPANY.

We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc.  The Company ceased all operations in 2002.  The Company was dormant from 2002 until July of 2009.  The Company has had no revenues or expenses for this time period.
 
The Company was revived on July 28, 2009 and changed its name to Sport Endurance, Inc. in August 2009.  In August 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc.
 
We revived the company on July 28, 2009 and began operations in August 2009.  We have a short  operating history for investors to evaluate the potential of our business development. We will begin to build our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in introducing new products and services. These risks include the ability to:

 
·
Increase awareness of our brand name;
 
·
Develop an effective business plan;
 
·
Meet customer standards;
 
·
Implement advertising and marketing plan;
 
·
Attain customer loyalty;
 
·
Maintain current strategic relationships and develop new strategic relationships;
 
·
Respond effectively to competitive pressures;
 
·
Continue to develop and upgrade our service; and
 
·
Attract, retain and motivate qualified personnel.

 
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Our future will depend on our ability to raise additional capital and bring our service and products to the marketplace, which requires careful planning to provide a service and products that meets customer standards without incurring unnecessary cost and expense.

WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services and products will require the commitment of resources to increase the advertising, marketing and future expansion of our business. In addition, expenditures will be required to enable us to conduct existing and planned business research, development of products and associate offices, and marketing of our existing and future services and products. Currently, we have no established bank-financing arrangements and as of August 31, 2009 the company has $3,200 in working capital.  We would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.
 
We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities could result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

WE MAY NOT BE ABLE TO BUILD OUR BRAND AWARENESS.

Development and awareness of our brand Sport Endurance will depend largely upon our success in creating our customer base and potential referral sources. In order to attract and retain customers and to promote and maintain our brand in response to competitive pressures, management plans to gradually increase over the next 12 months our marketing and advertising budgets as funding allows. If we are unable to economically promote or maintain our brand, then our business, results of operations and financial condition could be severely harmed.

OUR BUSINESS OPEARTIONS VIA THE INTERNET MAY SUBJECT US TO A NUMBER OF LAWS AND REGULATIONS TO BE ADOPTED WITH RESPECT TO THE INTERNET MARKETPLACE, AND THE UNCERTAINTY RELATED TO THE APPLICATION OF MANY EXISITNG LAWS TO THE INTERNET MARKETPLACE CREATES UNCERTAINITY TO OUR BUSINESS DEVELOPMENT.


 
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At present, selling Soft-Gel Caps and energy drinks is not a government-regulated industry, so we do not need to obtain governmental approval to market and sell our products over the Internet, except that we are subject to the laws and regulations generally applicable to businesses and directly applicable to offline and online commerce. However, because the Internet is interstate in nature, we are able to offer our products across the country.

In addition, our management is not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption, and other intellectual property issues, taxation, libel and export or import matters, because the vast majority of these laws were adopted prior to the advent of the Internet, and therefore, do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws that are intended to address these issues could create uncertainty in the Internet marketplace, which could reduce demand for our products or increase our cost of operations as a result of litigation or arbitration.

OUR FUTURE SUCCESS RELIES UPON A COMBINATION OF PATENTS AND PATENTS PENDING, PROPRIETARY TECHNOLOGY AND KNOW-HOW, TRADEMARKS, CONFIDENTIALITY AGREEMENTS AND OTHER CONTRACTUAL COVENANTS TO ESTABLISH AND PROTECT OUR INTELLECTUAL PROPERTY RIGHTS. IF OUR PRODUCTS ARE DUPLICATED OUR RESULTS OF OPERATIONS WOULD BE NEGATIVELY IMPACTED.
 
Presently we do not have any applications submitted for trademark protection for "Sport Endurance” and our slogan "Shocking Great Taste," when funding permits we will apply for trademark protection.
 
Sport Endurance and Shocking Great Taste has not been approved. Because intellectual property protection is critical to our future success, we intend to rely heavily on trademark, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect proprietary rights. However, effective trademark, service mark and trade secret protection may not be available in every country in which we intend to sell our products and services online. Unauthorized parties may attempt to copy aspects of our products or to obtain and use our proprietary information. As a result, litigation may be necessary to enforce our intellectual property rights to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of recourses and could significantly harm our business and operating results.
 
Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of intended trademarks and other proprietary rights. 

There can be no assurance that third parties will not assert infringement claims against us. If infringement claims are brought against us, there can be no assurance that we will have the financial resources to defend against such claims or prevent an adverse judgment against us. In the event of an unfavorable ruling on any such claim, there can be no assurance that a license or similar agreement to utilize the intellectual property rights in question relied upon by us in the conduct of our business will be available to us on reasonable terms, if at all. The loss of such rights (or the failure by us to obtain similar licenses or agreements) could have a material adverse effect on our business, financial condition and results of operations.

WE HAVE RECEIVED AN OPINION OF GOING CONCERN FROM OUR AUDITORS.  IF WE DO NOT RECEIVE ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEASE OPERATIONS.  AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART YOUR ENTIRE INVESTMENT.

Our independent auditors noted in their report accompanying our financial statements for the period ended August 31, 2009 that we have not made a profit. As of August 31,  2009,  we had a loss of  $128,200,  They  further  stated  that the uncertainty  related to these  conditions  raised  substantial  doubt  about our ability to continue as a going  concern.  At August 31, 2009, our cash was $3,200. We do not currently have sufficient capital resources to fund operations.  To stay in business,  we will need to raise additional capital through public or private sales  of  our  securities,  debt  financing  or  short-term  bank  loans,  or a combination of the foregoing.

We will need additional capital to fully implement our business, operating and development plans.  However, additional funding from an alternate source or sources may not be available to us on favourable terms, if at all. To the extent that money is raised through the sale of our securities, the issuance of those securities could result in dilution to our existing security holder. If we raise money  through debt  financing  or bank loans,  we may be required to secure the financing  with  some or all of our  business  assets,  which  could  be sold or retained by the  creditor  should we default in our payment  obligations.  If we fail to raise sufficient funds, we would have to curtail or cease operations.

THE COMPANY IS GOVERNED BY MR. ROBERT TIMOTHY, OUR SOLE DIRECTOR, CHIEF EXECUTIVE OFFICER, PRESIDENT, AND SECRETARY, (PRINCIPAL EXECUTIVE OFFICER),  AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY FROM A CORPORATE GOVERNANCE PERSPECTIVE.


 
6

 

Mr. ROBERT TIMOTHY, our Chief Executive Officer, President, Secretary, and Sole Director (Principal Executive Officer), makes decisions such as the approval of related party transactions, the compensation of Executive Officers, and the oversight of the accounting function.  There will be no segregation of executive  duties and there may not be effective  disclosure  and  accounting  controls to comply with applicable  laws and  regulations,  which could result in fines,  penalties  and assessments against us.  Accordingly, the inherent controls that arise from the segregation of executive duties may not prevail.  In addition, Mr. Timothy will exercise full control over all matters that typically require the approval of a Board of Directors.  Mr. Timothy’s actions are not subject to the review and approval of a Board of Directors and, as such, there may be significant risk to the Company

Our Chief Executive Officer, President, Secretary, and Sole Director (Principal Executive Officer), Mr. Timothy, exercises control over all matters requiring shareholder approval including the election of directors and the approval of significant corporate transactions.  We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against the transactions implemented by Mr. Timothy, conflicts of interest and similar matters.
 
THE COMPANY IS HEAVILY RELIANT ON MR. ROBERT  TIMOTHY,  OUR CHIEF EXECUTIVE OFFICER, PRESIDENT,  SECRETARY,  AND SOLE DIRECTOR (PRINCIPAL EXECUTIVE OFFICER ),  AND, AS SUCH, THE LOSS OF HIS SERVICES COULD HAVE  SIGNIFICANT  MATERIAL ADVERSE EFFECT ON THE COMPANY.

The Company is heavily dependent on the efforts of Mr. Timothy, its Chief Executive Officer, President, Secretary, and Sole Director (Principal Executive Officer).  The loss of his services could have a material adverse effect on the Company.  The Company currently does not maintain key man life insurance on this individual. Mr. Timothy has experience and past expertise in the energy drink business.  There can be no assurance that a suitable replacement could be found for him upon retirement, resignation, inability to act on our behalf, or death.

OUR FUTURE GROWTH MAY REQUIRE RECRUITMMENT OF QUALIFIED EMPLOYEES.

In the event of our future growth in administration, marketing, and customer support functions, we may have to increase the depth and experience of our management team by adding new members. Our future success will depend to a large degree upon the active participation of our key officers and employees. There is no assurance that we will be able to employ qualified persons on acceptable terms. Lack of qualified employees may adversely affect our business development.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
 

 
7

 

THE LIMITED PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
 
Our management team has limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had sole responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. 

Risk Related To Our Capital Stock
 
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
 
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common or preferred stock in the foreseeable future.
 
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
 
OUR CONTROLLING SECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.

Mr. Timothy beneficially owns approximately 59% of our capital stock with voting rights.  In this case, Mr. Timothy will be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and they will have significant control over our management and policies. The directors elected by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other security holders to approve transactions that they may deem to be in their best interest. For example, our controlling security holder will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.  

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.
 

 
8

 

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.    

THE OFFERING PRICE OF THE COMMON STOCK WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.001 per share for the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
 
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 100,000,000 shares of capital stock consisting of 90,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes.

OUR COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
 

 
9

 

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
 
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that involve risks and uncertainties.  We use words such as "anticipate", “expect", “intend", "plan", "believe",  "seek" and  "estimate",  and  variations  of these words and similar expressions to identify such  forward-looking  statements.  You should not place too much reliance on these forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements  for many  reasons,  including the risks faced by us described in the preceding  "Risk  Factors"  section  and  elsewhere  in this  prospectus.  These forward-looking statements address, among others, such issues as:

     *    future earnings and cash flow
     *    development projects
     *    business strategy
     *    expansion and growth of our business and operations
     *    our estimated financial information

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under  the  circumstances.  However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

Consequently, these cautionary statements qualify all of the forward-looking statements made in this prospectus. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they would have the expected effect on us or our business or operations.


 
10

 


USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The common stock to be sold by the selling shareholders are provided in Item 7 is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.


SELLING SECURITY HOLDERS

The common shares being offered for resale by the selling security holders consist of the 8,200,000 shares of our common stock held by 21 shareholders. Such shareholders include the holders of the 3,000,000 shares of its $.001 par value common stock during May 2001 in a private placement under Rule 506 of the Securities Act of 1933 for $15,000 in cash, or $0.005 per share there are a total of nineteen individual investors. Due to a lack of operations, management believes the purchase price of $0.005 per share is representative of fair value.  One shareholder Joseph Scarpello performed legal services for the shares in 2002. In addition, we are also registering a total of 5,000,000 shares to one (1) company SLC AIR, INC. who purchased 5,000,000 shares from the Joseph Scarpello in December of 2007 for a total of $5,000.
 
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of August 31, 2009 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 
11

 


 
Name
Shares
Beneficially
Owned
prior to
Offering
Shares to be
Offered
Shares
Beneficially
Owned
after
Offering
Percent
Beneficially
Owned
after
Offering
1
Alex Cormier
240,000
240,000
0
0
2
Salim Breidy
225,500
225,500
0
0%
3
Raphael Miranda
225,500
225,500
0
0%
4
Maritza Cormalis
225,500
225,500
0
0% 
5
Roland Perez
225,500
225,500
 0
0% 
6
Blanca Martinez
225,500
225,500
0
0% 
7
Antoine Breidy
225,500
225,500
0
0% 
8
World wide investment Banking (1)
225,500
225,500
 0
0% 
9
 Alexis Inge
225,500
225,500
 0
0% 
10
Rily Inge
155,000
155,000
 0
0% 
11
Hydro Seal (2)
225,500
225,500
0
0% 
12
Susan Zavisa
240,000
240,000
 0
0% 
13
Lazardo Machado
225,500
225,500
 0
0% 
14
Dan Wentz
20,000
20,000
0
0% 
15
Ismael Lassalle
20,000
20,000
0
0% 
16
Scott Hata
20,000
20,000
 0
0% 
17
J.V. Egan Construction (3)
20,000
20,000
0
0% 
18
Scott Roelofs
10,000
10,000
 0
0% 
19
Fred Gonzales
20,000
20,000
 0
0%
20
Joseph Scarpello
200,000
200,000
   
21
SLC AIR, INC. (4)
       
           
 
TOTAL:
8,200,000
8,200,000
   
  

 
Beneficial owners, control persons
   
(1)
World wide investment Banking,  Saleim Breidy
(2)
Hydro Seal,  Lee Sheppard
(3)
J.V. Egan Construction,  James V. Egan
(4)
SLC AIR, INC.,  Stephen Crittenden
   
   

Except as listed below, to our knowledge, none of the selling shareholders or their beneficial owners:

-
has had a material relationship with us other than as a shareholder at any time within the past three years; or
-
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates (1)
 
-  
are broker-dealers or affiliated with broker-dealers. 
 


 
12

 

            (1)  Joseph Scarpello was the sole Director, President and Chief Executive Officer of Cayenne Construction, Inc. from February 10, 2002 through August 20, 2009.  He presently owns 200,000 shares of the company stock, which he obtained in 2002.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.001 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.001 until a market develops for the stock.
 
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
 
 
·
ordinary brokers transactions, which may include long or short sales,
 
·
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
 
·
through direct sales to purchasers or sales effected through agents,
 
·
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
 
·
any combination of the foregoing.
 
In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.
 
We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
 
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,352.00.

 
13

 


Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering pursuant to FINRA Rule 2710.
 

DESCRIPTION OF SECURITIES TO BE REGISTERED

General
 
We are authorized to issue an aggregate number of 100,000,000 shares of capital stock, of which 90,000,000 shares are common stock, $0.001 par value per share, and 10,000,000 shares are preferred stock, $0.001 par value per share.
 
Common Stock
 
We are authorized to issue 90,000,000 shares of common stock, $0.001 par value per share. Currently we have 57,200,000 shares of common stock issued and outstanding. 

The holder of common stock is entitled to one vote for each share held of record on all matters submitted to a vote of the security holders.  We do not have cumulative voting rights in the election of directors, and accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder.  We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities.  Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

COMMON STOCK:  The securities being offered by the selling security holders are shares of our Common stock.

Common and Preferred Stock
 
We are presently authorized to issue 90,000,000 shares of $.001 par value common stock. Currently we have 57,200,000 shares of common stock issued and outstanding. We are also authorized to issue 10,000,000 shares of $.001 par value preferred stock.  Currently we have 2,000,000 shares of preferred stock issued and outstanding Class A preferred shares provides for, at the holders’ option, a 1 to 3 conversion to common stock i.e. for every one share of Class A preferred stock converts to 3 shares of common stock. Additionally, for every 1 share of Class A preferred stock equals 3 common share votes. There is no conversion fee associated with the preferred shares.
 
All shares when issued will be fully paid and non-assessable. All common stock shares are equal to each other with respect to liquidation and dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders’ meeting. Holders of shares of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore, and upon liquidation are entitled to participate pro-rata in a distribution of assets available for such a distribution to shareholders.
 
There are no conversion rights, pre-emptive or other subscription rights or privileges with respect to common shares. Reference is made to our Articles of Incorporation for a more complete description of the rights and liabilities of holders of common stock.

 
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Our shares do not have cumulative voting rights; consequently the holders of more the 50% of the shares voting for each election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% will not be able to elect any directors. We will furnish annual reports to our shareholders, which will include financial statements and other interim reports as we deem appropriate.
 
Warrants
 
We currently have no issued or outstanding warrants.
 
Liquidation Rights
 
Upon our liquidation or dissolution, each outstanding common share will be entitled to share equally in our assets legally available for distribution to shareholders after the payment of all debts and other liabilities. Preferred shares have no special liquidation rights.
 
Voting Rights
 
Holders of our common shares are entitled to cast one vote for each share on common stock held of record at all shareholders meetings for all purposes. Holders of our Class A preferred stock cast 3 votes for each share held.
 
Amendment of our Bylaws
 
Our bylaws may be adopted, amended or repealed by the affirmative vote of a majority of our outstanding shares. Subject to applicable law, our bylaws also may be adopted, amended or repealed by our board of directors
 
Other Rights
 
Common shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purchase additional common shares in the event of a subsequent offering. There is no provision in our charter or by-laws that would delay defer or prevent a change in control of us. Preferred Class A, shares have conversion rights to common shares. Preferred Class A converts to 3 shares of common stock for each share held.

Transfer Agent and Registrar
 
Currently we do not have a stock transfer agent.  We intend to engage a stock transfer agent in the near future.

INTERESTS OF NAMED EXPERTS AND COUNSEL
 
This Form S-1 Registration Statement was prepared by our counsel, The Law Office of Leo J. Moriarty.  The financial statements attached hereto were audited by GBH CPAs, PC (“GBH”).  Neither The Law Office of Leo J. Moriarty nor M & K CPAS, has any interest contingent or otherwise in Sport Endurance, Inc.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
The financial statements included in this prospectus and the registration statement have been audited by M&K CPAS, PLLC and associates Certified Public Accountants to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 
15

 



DESCRITION OF BUSINESS
 
General Overview
 
Sport Endurance, Inc. was incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc.  The Company changed its name to Sport Endurance, Inc. in August of 2009.
 
Sport Endurance, Inc. is presently marketing one Soft-Gel capsule (named Sport Endurance 8-hour Energy Soft-Gels).  The Company intends to offer energy drinks and energy shots in 2011.
 
Sport Endurance, Inc. is a development stage company with a limited history of operations.
 
The Company’s offices are located at 1890 South 3850 West Salt Lake City, Utah, 84104. The Company’s Telephone number is (877) 255-9218.
 
ORGANIZATON WITHIN LAST FIVE YEARS
 
SPORT ENDURANCE, INC. (the "Company" or the "Registrant") was formerly known as Cayenne Construction, Inc. and was originally incorporated in the State of Nevada on January 1, 2001. The Company was in the business of reselling concrete.  The Company ceased operations in the concrete business in 2002.  In July of 2009, the board of directors of the Company revived the Nevada Corporation under the name SPORT ENDURANCE, INC.

The purpose of reviving the Nevada Corporation was to develop the business of Sport Endurance drinks.  The revival was completed by the filing of Articles of Revival with the Secretary of State of Nevada on July 28, 2009.  The Company changed its name on August 6, 2009 to SPORT ENDURANCE, INC.  In August 2009 Robert Timothy purchased the majority shares of SPORT ENDURANCE, INC. and became the President and Director of the company.
 
At this time, the company is attempting to market and sell energy Gel-Caps to convenience stores in the Salt Lake City area.  The company plans to market its energy Gel Caps through a combination of direct sales, referrals and networking within the industry.
 
Over the next twelve months, Sport Endurance, Inc. plans to build out its reputation and network in the energy Gel-Cap industry, thereby attracting new clients.
 
BUSINESS FACILITIES
 
Sport Endurance, Inc. is located at 1890 South 3850 West in Salt Lake City, Utah, 84104.  The telephone number is (877) 255-9218.
 
On October 1, 2009 the Company signed a lease for 3,500 square feet of office space at 1890 South 3850 West in Salt Lake City, Utah, 84104.  The term of the lease is 60 months, beginning on the first day of October, 2002 and ending on the first day of October, 2014.  This location is now the primary location of the Company, rented on a month to month basis at a rate of $1,995.00 per month. The company believes that the space is suitable to run its business operations for the next 60 months.
 
This property is owned by the Companies President, Robert Timothy’s mother and father DeVon Timothy and Robert Timothy. (See related party transactions on page 33.

 
16

 


UNIQUE FEATURES OF THE COMPANY

This market is very much lifestyle driven, especially by young, image-conscious adults, who see these drinks, shots and Gel Caps as a kind of fashion accessory.  Early in energy drink history, athletes were the primary consumers. In today’s world, athletes are still a strong target market. However, the consumer base for energy drinks has now expanded beyond that of simply athletes. From Clubbers, Video-gamers, Extreme Sports enthusiasts to everyday parents looking for a pick me up in the morning while at home or work. 

The company believes that the demand for energy drinks could be a direct result of people’s lives becoming busier. As people fill their lives to capacity and then add even more responsibilities, the daily schedules can become quite overwhelming, leaving little time for rest, relaxation, or sleep. The company intends to market this problem to meet those demands.

Sport Endurance aims to establish its Gel Caps in convenience stores and retail stores in the Salt Lake City, Utah area.  The Company believes that their combination of their specialized Gel Cap, aimed to a consumer that has widespread applicability is one of its unique features.

OVERALL STRATEGIC DIRECTION
 
The Company plans to establish its reputation in the energy Gel-Cap industry, thereby attracting new clients and building out its network of operations.

The company aims to form long term working relationships with a number of convenience stores in the Salt Lake City, (Utah) area.

DESCRIPTION OF PRODUCTS
 
Robert Timothy, CEO and Director of Sport Endurance Inc, came up with idea over the last year of what he believes will be a successful  Liquid Energy Gel Cap.
 
Our Liquid Energy Gel Cap provides a natural energy boost. The main ingredients in our product include Ginseng, Guarana, Vitamins B3, B4, B6, and B12, Antioxidants, and Amino Acids and (L-Arginine).
 
Product Development:
 
In early 2009, Mr. Timothy began working with Soft Gel Technologies Inc, located at 6982 Bandini Blvd, Los Angeles, CA 90040.   Soft Gel Technologies, Inc.® (SGTI®) has specialized in providing Natural Products Industry marketers with premium quality dietary supplements in a soft gelatin capsule delivery system. Soft Gel is a full service contract manufacturer dedicated to the production and marketing of branded products and turnkey custom formulations.
 
Soft Gel is headquartered in Los Angeles, California, it has the capacity to meet high volume demands as well as accommodate smaller jobs.
 
Mr. Timothy and Soft Gel Technologies formulated the Gel Caps that Sport Endurance Inc, intends to sell and market. The Gel Cap will go under the label of Sport Endurance 8-Hour Energy Soft Gel. Sport Energy 8-Hour Energy Soft Gel is a product that assists in increasing energy.

The Company has not patented the formula that is to be used in Sport Endurance 8-Hour Energy Soft Gels at this time.
Manufacturing:
 
In March of 2009, Soft Gel Technologies, Inc. (SGTI) and Sport Endurance Inc. finalized the formula for the Sport Endurance 8-Hour Energy Gel Caps; SGTI will manufacture Sport Energy 8-Hour Energy Soft Gel for the company. All key ingredients included in our product are readily available from SGTI.
 

 
17

 

 
Packaging:
 
In July of 2009 Mr. Timothy took the manufactured product to Traco Manufacturing Inc, located at 620 South 1325 West, Orem Utah 84058, for packaging development.
 
Traco Manufacturing  can provide all packaging needs in connection with the Sport Endurance 8-Hour Energy Gel Cap. Traco has not packaged any product for the Company at this time.
 
About Traco Manufacturing Inc:
 
known for: digital printing, flexo printing, corona treating, laminating, pressure sensitive labels, die-cutting, film seaming, slitting, UV coating, printed shrink labels, tamper evident bands, PREFORMS, super shrink, super sealers, PVC SHRINK FILM, Polyolefin shrink film, shrink bags, shrink wrap equipment & supplies.
 
TRACO MANUFACTURING INC. is a U.S. manufacturer and importer of packaging equipment and shrink film products.  Traco appreciates a growing base of packaging customers as it celebrates 25 years in the shrink film and packaging industry. Traco's packaging products are primarily sold through stocking distributors in the USA and internationally.
 
S ales Strategy:
 
We have established a two-prong sales approach; our first prong utilizes direct sales through Robert Timothy and Ronald Schuurman. Our second prong is the use of Mr. Checkout a nationwide convenience store distributor located at 1650 SW 22nd Ave Circle, Boca Raton, FL 33486.
 
Direct Sales
 
Our direct sales is being conducted by Mr. Timothy and Mr. Schuurman, they are currently marketing the product locally in the Salt Lake City, Utah area to convenience stores and small retail shops. Their current marketing strategy consists of various Point of Sale material including posters and flyers developed by Mr. Timothy in the past several months.
 
Nationwide convenience store distributor
 
Mr. Checkout Distributors Inc. is a unique 20 year old group of direct-store-delivery (DSD) wagon jobbers, rack distributors, retail merchandisers, wholesale suppliers, manufacturers, and wholesale-to-distributor cash & carry warehouse companies and food and beverage distributors and wholesalers servicing over 44,000 retail stores nationwide. Over 17,000 of the retail store locations are serviced by our network wagon-jobbers. They service convenience stores, groceries, big box stores and super drug stores in the US since 1989. They specialize in convenience store products and c-store distribution channels nationwide. Both Wholesale Suppliers and Distributors are welcome.
 
The Mr. Checkout model would enable the Company to pay slotting fees to gain shelf space in more than 44,000 retail locations. The cost associated with Mr. Checkout is $30.00 per location per year. Therefore, the required funding needed to support this model would be in excess of $1.3M.
 
To utilize our second prong of sales approach (Mr. Checkout) the Company will need to seek additional capital to fund the Mr. Checkout model. Presently the Company does not have the additional capital needed to utilize the Mr. Checkout model.
  
We intend to derive income from these sales and our goal is establish brand recognition.
 
In order to bring the Companies Sport Endurance 8-Hour Energy Gel Cap to market, the Company will need to seek additional capital of approximately $50,000. These funds would be used for rent, deposits and marketing materials. If the Company is unable to obtain additional financing at reasonable cost, it would be unable to manufacture, package and sell their Gel Caps. Presently the Companies working capital consists of $3200 which is not sufficient to fund the sale of Gel Caps through Mr. Timothy and Mr. Schuurman.


 
18

 

 
FEATURES OF THE PRODUCT AND SERVICES:
 
The Company believes that there is a role for companies that can provide quality products and service.

Our form of product may involve assisting a store in the following:

 
·
Delivery of only a small amount of product, when a convenience store does not have adequate storage space;
 
·
Delivery of large amounts of product to stores with large storage space.
 
·
The ability of the company to speak directly to convenience store managers about the product.
 
THE ENERGY GEL CAP INDUSTRY
 
Competition:
 
There are numerous companies and individuals who are engaged in the ENERGY Gel Cap business, and such business is intensely competitive.  We believe the highly specialized nature of our corporate focus enables us to be a better long-term partner for our clients than if we were organized as a traditional energy Gel Cap company.

The Company believes that by offering quality energy Gel Cap and superior service in the energy Gel Cap industry, then it will have more energy Gel Cap customers. Nevertheless, many of our competitors have significantly greater financial and other resources as well as greater managerial capabilities than we do and are therefore, in certain respects, in a better position than we are to provide energy Gel Caps.  There can be no assurance that we will be able to compete against these Energy Gel Cap businesses such as Redline and Stacker 2.

CURRENT BUSINESS FOCUS

The Company’s business focus is to provide quality Energy Gel Caps and superior service to convenience stores in the Salt Lake City, Utah area along with, at a reasonable  price, to the largest percentage of the target market population as possible.  The Company believes that the ability to deliver a product and consistency of service are main factors in fostering a repeat customer base, greater advisory network and reputation.

ADVANTAGES OF COMPETITORS OVER US

The Company believes the following are advantages of Competitors over us.

CUSTOMER BASE:  Presently the company does not have an established regular customer base.

FINANCIAL  RESOURCES:  The Company  believes that many of its  competitors (Redline and Stacker 2) have  at this time  a significantly greater financial and other resources than we do and  are therefore,  in certain  respects,  in a better  position  to provide  energy Gel Caps as well as promote their services.

COMPETITIVE ADVANTAGES

The Company believes that its key competitive advantages are:

EXPERIENCED MANAGEMENT:
 
The Company believes that it has experienced management. Our sole Director and executive officer Mr. Timothy has over 5 years of experience in the management and business operations.  The company believes that the knowledge, relationships, reputation and successful track record of its management will help it to build and maintain its client base.

 
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PERFORMANCE

The Company believes that its ability to provide quality energy Gel Caps, service performance and service consistency is one of its key advantages. Through performance, the Company hopes to  develop  a  repeat  customer  base,  and  a  greater  advisory  network  and reputation.

NICHE INDUSTRY

We believe the highly specialized nature of our corporate focus enables us to be a better  long-term  partner  for our  clients  than if we were  organized  as a traditional  energy company, which we believe has a limited  usefulness for the client.

RESEARCH AND DEVELOPMENT

The Company is not currently conducting any research and development activities. However if research and development is required in the future, we intend to rely on third party service providers.

EMPLOYEES
 
Mr.  Timothy is the sole Director, Chief Executive Officer, President, Secretary, and Principal Executive Officer of Sport Endurance, Inc.  Presently, there are two other employees of the Company, Ronald Schuurman,  Chief  Financial  Officer, Treasurer and Shaun Roos,  who is reasonable for development of all marketing material including brochures, sales material.
 
The Company plans to employ individuals on an as needed basis.  The company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.  Presently Mr. Timothy, Mr. Schuurman and Mr. Roos will devote 40 hours a week to the affairs of the Company.  Mr. Timothy, Mr. Schuurman and Mr. Roos do not receive a salary or benefits in any form.  Presently the Company does not have any plans to begin paying salaries, cash or otherwise, or offering any form of benefits to our Board of Directors, Officer and employees.

ADDITIONAL PRODUCTS:
 
In, 2011 Sport Endurance, Inc intends to market and distribute quality beverages, snacks and dietary supplements. The Company has set out to develop an Energy drink with a positive, non-offensive name, great taste and competitive pricing. In addition the Company  also intends to offer sugar free Energy Shots in various flavors in 2011.
 
These products will require the Company to seek additional capital of $1M to formulate, manufacture, package and distribution. The Company believes it will not have the additional capital until 2011.


DESCRIPTION OF PROPERTY

 
We do not own any properties as we are an early stage development company.  Commencing October 1, 2009 the Company occupies 3,500 square feet of office space located at 1890 South 3850 West in Salt Lake City, State of Utah, 84104. This property is owned by the Company’s President Robert Timothy’s mother and father DeVon Timothy and Robert Timothy. (See related party transactions on page 33.

 
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The term of the lease is 60 months, beginning on the first day of October, 2002 and ending on the first day of October, 2014.  This location is now the primary location of the Company, rented on a month to month basis at a rate of $1,995.00 per month. The company believes that the space is suitable to run its business operations for the next 60 months.

LEGAL PROCEEDINGS


From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the OTCBB or, if traded, that a public market will materialize.

Holders of Capital Stock

As of the date of this registration statement, we had 24 holders of our common stock and 2 holders of our preferred stock.
 
Rule 144 Shares
 
As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants
 
We do not have any stock option plans.
 
Registration Rights
 
We have not granted registration rights to the selling shareholders or to any other persons.

 

 
21

 


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULT OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
 
Nature of business

The following tables and narrative discussion set forth key components of our results of operations for the periods indicated, in dollars, and key components of our revenue for the period indicated, in dollars. We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc.  The Company ceased all operations as a ready-mix concrete provider in 2002.  The Company was dormant from 2002 until July of 2009.  The Company has had no revenues or expenses for this time period.
 
The Company was revived on July 28, 2009 and changed its name to Sport Endurance, Inc. in August 2009.  In August 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc.
 
Sport Endurance, Inc. is presently offering one Soft Gel Capsule. (Named Sport Endurance 8-hour Energy Soft-Gels).
 
In 2011 Sport Endurance, Inc. intends to market and distribute quality beverage, snacks and dietary supplements products.
 
The company intends to offer  Shocking Great Taste energy drinks in 6 flavors. Mango Cream, Raspberry Cream, Fruit Punch, Tropical, Doo Drop and Cran-Grape. The company intends to offer regular and sugar free versions of Mango Cream.
 
In January of 2011, Sport Endurance intends to launch sugar free energy shots. The sugar free shots would be offered in 4 flavors, Mango, Tropical, Fruit Punch and Raspberry .
 

Significant accounting policies
 
Equipment

Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related assets as follows:
 
 
Computer equipment
5 years
Furniture and fixtures
7 years

Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations.

The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

Income taxes

The Company accounts for income taxes under SFAS No. 109, “Accounting for income taxes”, under SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

 
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Fair value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.
 
Revenue recognition

For revenue from product sales, we will recognize revenue upon shipment or delivery to our customers based on written sales terms that do not allow for a right of return. As such, revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
 
Basic and diluted loss per share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Stock-based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Our employee stock-based compensation awards are accounted for under the fair value method of accounting, in accordance with SFAS 123(R), as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded.

We account for our employee stock options under the fair value method of accounting, in accordance with SFAS 123(R), using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.


 
23

 

Recently Adopted Accounting Pronouncements

During September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. FAS 157 requires companies to disclose the fair value of financial instruments according to a fair value hierarchy as defined in the standard. In February 2008, the FASB issued FASB Staff Position 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 (“FSP 157-1”) and FSP 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”). FSP 157-1 amends FAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company, as it applies to its financial instruments, effective January 1, 2008. The Company has considered the guidance provided by FSP 157-3 in its determination of estimated fair values as of August 31, 2009, and assessed there was no impact.

Recently Issued Accounting Pronouncement

During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation and presentation of financial statements in accordance with generally accepted accounting principles. This statement will be effective 60 days after the Securities and Exchange Commission approves the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning of ‘Present Fairly in Conformity With Generally Accepted Accounting Principles’. The adoption of SFAS 162 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
 
During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“FAS 161”). This new standard requires enhanced disclosures for derivative instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning after November 15, 2008, and became applicable to the Company in the first quarter of fiscal 2009. The adoption of SFAS 161 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”. SFAS 141 (Revised) establishes principals and requirements for how an acquirer of a business recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance became effective for the fiscal year beginning after December 15, 2008. The adoption of SFAS 141 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

 
24

 


Result of Operations
 
Fiscal Year Ended August 31, 2009 Compared to Fiscal Period Ended August 31, 2008

The following tables and narrative discussion set forth key components of our results of operations for the periods indicated, in dollars, and key components of our revenue for the period indicated, in dollars.
 
SPORT ENDURANCE, INC. (formerly Cayenne Construction, Inc.)
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF OPERATIONS
 
                   
                   
   
For the
   
For the
   
January 3, 2001
 
   
year ended
   
year ended
   
(inception) to
 
   
August 31,
   
August 31,
   
August 31,
 
   
2009
   
2008
   
2009
 
                   
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
General and administrative
    -       -       3,200  
Professional fees
    -       -       125,000  
                         
Total operating expenses
    -       -       128,200  
                         
Net operating loss
    -       -       (128,200 )
                         
Offering costs
    -       -       (13,000 )
                         
Loss before provision for income taxes
    -       -       (141,200 )
                         
Provision for income taxes
    -       -       -  
                         
Net (loss)
  $ -     $ -     $ (141,200 )
                         
                         
Weighted average number of common shares
                       
outstanding - basic and fully diluted
    29,797,808       29,200,000          
                         
Net (loss) per share - basic and fully diluted
  $ -     $ -          
                         


 
25

 


Sales
 
During the year ended August 31, 2009, we generated $0 in revenues. There was no increase in revenues from the comparable 2008 because the company has not yet commenced operations subsequent to that period. 
 
Operating Expenses
 
Total operating expenses for the years ended August 31, 2009 and 2008 totaled $0.

Liquidity and Capital Resources
 
Since our inception on January 3, 2001, we have incurred a loss of ($141,200).  Our cash and cash equivalent balances were $3,200 for the period ended August 31, 2009. At August 31, 2009 we had an accumulated deficit of ($141,200).  Total current liabilities due to accounts payable were $0.00.

We had working capital of $3,200 and a deficit accumulated during the exploration stage of $141,200 as of August 31, 2009.

Fifty Seven Million Two Hundred Thousand (57,200,000) common shares were issued with a value of $0.001. Two Million (2,000,000) Preferred shares were issued with a value of $0.025.  For the period ended August 31, 2009, net cash after operating activities was $NIL. General and administrative expenses as of August 31, 2009 were $3,200.

Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve months.  In addition,  we do not have  sufficient  cash and cash  equivalents to execute our operations  for at  least  the  next  twelve  months.  We will need to obtain additional financing to conduct our day-to-day operations, and to fully execute our business plan.  We will raise the capital necessary to fund our business through a subsequent offering of equity securities.  Additional  financing, whether  through public or private equity or debt financing,  arrangements  with security holders or other sources to fund operations,  may not be available,  or if available, may be on terms unacceptable to us.

Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.  If we issue additional equity securities to raise funds, the ownership percentage of our existing security holders would be reduced.  New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock.  Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations.  If adequate  funds are not available to satisfy  either short or long-term  capital requirements,  our  operations  and  liquidity  could  be  materially  adversely affected and we could be forced to cease operations.

 
26

 


SPORT ENDURANCE, INC. (formerly Cayenne Construction, Inc.)
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
 
                   
                   
   
For the
   
For the
   
January 3, 2001
 
   
year ended
   
year ended
   
(inception) to
 
   
August 31,
   
August 31,
   
August 31,
 
   
2009
   
2008
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss)
  $ -     $ -     $ (141,200 )
Adjustments to reconcile net (loss)
                       
to net cash used in operating activities:
                       
Shares issued for services
    -       -       125,000  
Decrease (increase) in assets:
                       
Prepaid expenses
    (1,800 )     -       (1,800 )
                         
Net cash used in operating activities
    (1,800 )     -       (18,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES