Attached files
file | filename |
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EX-5.1 - LEGAL OPINION - Better Choice Co Inc. | sportend_s1a-ex501.htm |
EX-10.1 - LEASE - Better Choice Co Inc. | sportsend_s1a-ex1001.htm |
EX-10.2 - FORM D 506 - Better Choice Co Inc. | sportsend_s1a-ex1002.htm |
EX-23.1 - COINSENT OF M&K CPAS - Better Choice Co 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
|
$ | - | $ | - |
3
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.
|
4
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.
5
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.
14
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.
19
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.
20
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.
22
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
|
||||||||||||
Proceeds
from sale of common and preferred stock
|
5,000 | - | 21,200 | |||||||||
Net
cash provided by financing activities
|
5,000 | - | 21,200 | |||||||||
NET
CHANGE IN CASH
|
3,200 | - | 3,200 | |||||||||
CASH
AT BEGINNING OF YEAR
|
- | - | - | |||||||||
CASH
AT END OF YEAR
|
$ | 3,200 | $ | - | $ | 3,200 | ||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash
activities:
|
||||||||||||
Number
of shares issued for services
|
- | - | 25,000,000 | |||||||||
Number
of shares issued for equipment
|
25,340,000 | - | 25,340,000 |
27
Operating
Activities
Cash used
in operating activities was $0 for the year-end of fiscal 2009 compared to $0
for fiscal 2008. Operating cash flows for fiscal 2008 reflects no business be
conducted by the company.
Investing
Activities
Cash used
in investing activities was $0 for the year-end of fiscal 2009 compared to $0
for fiscal 2008. Investing cash flows for fiscal 2008 reflects no business be
conducted by the company.
Financing
Activities
Cash
provided by financing activities of $5,000 for the year-end of fiscal 2009
compared to $0 for fiscal 2008. During the year of fiscal 2009,
we received net proceeds of $5,000 from the issuance of 2,000,000 shares of
preferred stock. Cash provided by financing activities for the year ended of
fiscal 2008 consisted of zero net proceeds.
Off
Balance Sheet Arrangements
We have
no significant known off balance sheet arrangements.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
Director and any additional Directors we may appoint in the future are elected
annually and will hold office until our next annual meeting of the shareholders
(January 15, 2010) and until their successors are elected and qualified.
Officers will hold their positions at the pleasure of the Board of
Directors. Our officers and Directors may receive compensation as
determined by us from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options. Directors may be reimbursed
by the Company for expenses incurred in attending meetings of the Board of
Directors. Vacancies in the Board are filled by majority vote of the remaining
Directors.
The
following table sets forth our director and executive officers, their ages, and
all offices and positions held. Directors are elected for a period of one year
and thereafter serve until the stockholders duly elect their successor. Officers
and other employees serve at the will of the Board of
Directors.
Board
of Directors
Robert Timothy
-- Chairman
Executive
Officers
The
following table sets forth the name and age of our officers as of August 31,
2009. Our two Executive Officers are elected annually by our sole director, Mr.
Timothy. Both of our current executive officers, Mr. Robert Timothy and
Ronald Schuurman, are full-time employees and hold their offices until they
resign, are removed by the Board, or his successor is elected and
qualified.
Presently
Mr. Timothy and Mr. Schuurman will devote 40 hours a week to the affairs of the
Company. Mr. Timothy and Mr. Schuurman 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.
NAME
|
AGE
|
POSITION
|
Term
since
|
Robert Timothy
|
33
|
Chief
Executive Officer
|
August
20, 2009
|
Ronald
Schuurman
|
56
|
Chief
Financial Officer
|
August
20, 2009
|
28
MANAGEMENT
BIOGRAPHIES
ROBERT
TIMOTHY, CHIEF EXECUTIVE OFFICER, PRESIDENT, SECRETARY, AND DIRECTOR (PRINCIPAL
EXECUTIVE OFFICER)
Mr. Robert Timothy, aged 33,
is the Chief Executive Officer, President, Secretary, and Director (Principal
Executive Officer) of the Company. He was appointed in August
2009.
From
2007, to present Mr. Timothy has acted as a Private consultant for
Robert Timothy Consulting (RTC). As business
consultants, RTC provides specialized marketing consulting
services to start-up companies in the convenience store
industry. Since 2007, Mr. Timothy has provided marketing support,
developing marketing strategies and new product concepts, establishing
distribution channels, analyzing branding initiatives for new
companies.
Additionally
Mr. Timothy has experience in management and business
operations. From 1999 to 2007, Mr. Timothy worked for Fidelity
Brokerage Services LLC as a financial planner/Private Access Relationship
Manger. His responsibilities
included building strong relationships, developing assets, acquiring new
business and servicing Fidelity investments high net worth customers (Private
Access Department). Other responsibilities included problem resolution, special
projects and engage in discussions around Fidelity’s guidance
offerings.
Trading
included: stocks, options, mutual funds, precious metals, CD’s, Treasuries,
Municipal and Commercial Bonds. Mr. Timothy holds the following Security
licenses, Series7 and Series 63.
RONALD
SCHUURMAN, CHIEF FINANCIAL OFFICER, TREASURE (PRINCIPAL EXECUTIVE
OFFICER)
Mr. Ronald Schuurman, aged 56,
is the Chief Financial Officer, Treasure and (Principal Financial Officer and of
the Company. He was appointed in August 2009.
From
2006, to present Mr. Schuurman worked for WINN-DIXIE STORES, INC.,
located Jacksonville, Florida as a Pricing and Assortment Manager (Category
Manager). He was responsible for product selection, pricing, and
developing promotions and overseeing $350 million in annual sales. He
rolled out the price impact stores (Save Rite) 62 stores in 3
states.
Additionally
Mr. Schuurman worked for SMITHS FOOD & DRUG, Albuquerque, New
Mexico from 1981 – 2006 where he was a Non
Perishable Specialist (supervisor). He
was responsible for 25 stores merchandising and operations for all non
perishable departments.
Family
Relationships
There are
no family relationships between any two or more of our directors or executive
officers. There is no arrangement or understanding between any of our directors
or executive officers and any other person pursuant to which any director or
officer was or is to be selected as a director or officer, and there is no
arrangement, plan or understanding as to whether non-management shareholders
will exercise their voting rights to continue to elect the current board of
directors. There are also no arrangements, agreements or understandings to our
knowledge between non-management shareholders that may directly or indirectly
participate in or influence the management of our affairs.
Involvement
in Certain Legal Proceedings
During
the past five years, none of the following occurred with respect to a present or
former director or executive officer of the Company: (1) any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time; (2) any conviction in a criminal proceeding or
being subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of any competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
commodities futures trading commission to have violated a Federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
29
Board
Committees
All of
the directors serve until the next annual meeting of shareholders and until
their successors are elected and qualified by our shareholders, or until their
earlier death, retirement, resignation or removal. Our Bylaws set the authorized
number of directors at not less than one or more than nine, with the actual
number fixed by our board of directors. Our Bylaws authorized the Board of
Directors to designate from among its members one or more committees and
alternate members thereof, as they deem desirable, each consisting of one or
more of the directors, with such powers and authority (to the extent permitted
by law and these Bylaws) as may be provided in such
resolution.
Our board
of directors intends to established two committees, an Audit Committee and a
Compensation Committee. The principal functions of the Audit Committee will be
to recommend the annual appointment of the Company’s auditors concerning the
scope of the audit and the results of their examination, to review and approve
any material accounting policy changes affecting the Company’s operating results
and to review the Company’s internal control procedures. The principal functions
of the Compensation Committee will be to review and recommend compensation and
benefits for the executives of the Company.
The
Company’s Board of Directors resolved that members of the Board can be appointed
to consulting Audit and Compensation Committees, and the initial number of the
Board members shall be later amended by the Board.
The
entire Board of Directors will perform the function of the Audit and
Compensation Committee until we appoint directors to serve on the Audit
Committee and Compensation Committee.
EXECUTIVE
COMPENSATION
Sport
Endurance has made no provisions for paying cash or non-cash compensation to its
two officers and sole director. No salaries are being paid at the
present time, and none will be paid unless and until our operations generate
sufficient cash flows.
The table
below summarizes all compensation awarded to, earned by, or paid to our named
executive officers for all services rendered in all capacities to us for the
period from August 31, 2007 through August 31, 2009.
THE
REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALY
30
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||
Robert
Timothy
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||
(Chief
Executive Officer)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||
Ronald
Schuurman
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
(Chief
Financial Officer)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||
Joseph
Scarpello
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
(Chief
Executive Officer)
|
2008
2009
|
We did
not pay any salaries in 2007, 2008 and 2009. We do not anticipate beginning to
pay salaries until we have adequate funds to do so. There are no other stock
option plans, retirement, pension, or profit sharing plans for the benefit of
our officers and director other than as described herein.
Stock Option
Grants
We have
not granted any stock options to our executive officers or Directors since our
incorporation.
Employment
Agreements
Currently,
we do not have an employment agreement in place with any executive officers and
director.
31
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common and Preferred
stock as of August 31, 2009 and by the officers and directors, individually and
as a group. Except as otherwise indicated, all shares are owned directly and the
shareholders listed possesses sole voting and investment power with respect to
the shares shown. The company presently has one Director Mr. Robert Timothy and
two Officers Robert Timothy and Ronald Schuurman.
Title
of Class Common
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of Class
|
||||||
Common
Stock
|
Robert
Timothy (1)
|
34,230,000 | 59.8% | ||||||
Common
Stock
|
Ronald
Schuurman (2)
|
0 | 0 | ||||||
Common
Stock
|
Calbridge
Capital, LLC., (3)Steven Earlman 3200 Airport Ave Suite 20,
Santa Monica, Ca 90405
|
14,680,000 | 25.6% | ||||||
Common
stock
|
SLC
AIR, INC. (3)Stephen Crittenden 2764 Lake Sierra Drive, Suite
#111 Los Vegas Nevada
|
5,000,000 | 8.7% | ||||||
Common
Stock
|
All
executive officers and directors as a group
|
34,230,000 | 59.8% | ||||||
(1)
Robert Timothy is the Sole Director; he is also an officer of the
company.
|
|||||||||
(2)
Ronald Schuurman is the Chief Financial Officer; he owns no stock in the
Company.
|
|||||||||
(3) Beneficial
Owned
|
|||||||||
**
This table does not include the two million Preferred shares presently
issued an outstanding.
See
Preferred table below
|
Title
of Class Preferred
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of Class
|
Number
of common shares if fully converted (*)
|
Percent
of common shares if fully converted
|
||||||||||||
Preferred
Stock
|
Wellington
Manor Holdings, Inc. , (2) Michael Ronin, 122 Ocean Park blvd Unit 411
Santa Monica, Ca.
|
1,000,000 | 50% | 3,000,000 | 5.2% | ||||||||||||
Preferred
|
Trilogy
Expedition, Inc. , (2)Kevin Quinn 122 Ocean Park
Blvd. Unit 410, Santa Monica, Ca.
|
1,000,000 | 50% | 3,000,000 | 5.2% | ||||||||||||
Preferred
|
All
beneficial owners, executive officers and directors as a
group
|
2,000,000 | 100% | 6,000,000 | 10.4% | ||||||||||||
(1)
There are no Officers or Directors in this group
|
|||||||||||||||||
(2)
Beneficial Owned
|
|||||||||||||||||
**
Preferred shares convert one share Preferred to three common
shares.
|
Our sole
director and chief executive officer Mr. Timothy will continue to own the
majority of our common stock when the registration statement becomes effective.
Since he will continue control the company after the offering, investors will be
unable to change the course of the operations. Thus, the shares we are offering
lack the value normally attributable to voting rights. This could result in a
reduction in value of the shares you own because of their ineffective voting
power. None of our common stock is subject to outstanding options, warrants, or
securities convertible into common stock.
32
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
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 Companies President Robert Timothy’s mother and father DeVon
Timothy and Robert Timothy.
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
considered 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 for the next 60 months.
On August
20, 2009, the Company issued 8,980,000 shares of our common stock to Robert
Timothy in consideration for $8,980, or $0.001 per share. The
proceeds of $8,980 were received on September 1, 2009. As a result, a common
stock subscription receivable of $8,980 was recognized as of August 31,
2009.
On August
20, 2009, the Company issued 25,340,000 shares of our common stock to Robert
Timothy in consideration of equipment with a cost basis of $25,340, or $0.001
per share. The cost basis approximates the fair market value of the
equipment as of August 31, 2009.
As a
result of Mr. Timothy’s two stock purchases he became the majority shareholder
of the company and was elected the sole Director and the Chief Executive Officer
of the Company on August 20, 2009.
On August
17, 2009, Joseph Scarpello sold 21,000,000 shares to Calbridge Capital for
$25,000.
Review,
Approval and Ratification of Related Party Transactions
Given our
small size and limited financial resources, we have not adopted formal policies
and procedures for the review, approval or ratification of transactions, such as
those described above, with our executive officer and Director and significant
stockholders. However, all of the transactions described above were
approved and ratified by our Board of Directors, consisting solely of Mr.
Timothy. In connection with the approval of the transactions
described above, our Director took into account several factors, including his
fiduciary duty to the Company; the relationship of the related parties described
above to the Company; the material facts underlying each transaction; the
anticipated benefits to the Company and related costs associated with such
benefits; whether comparable products or services were available (if
applicable); and the terms the Company could receive from an unrelated third
party.
We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof. On a
moving forward basis, our sole Director will continue to approve any related
party transaction based on the criteria set forth above.
CORPORATE
GOVERNANCE
The
Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the “SEC”) and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company’s employees, officers and Directors
as the Company is not required to do so.
In lieu
of an Audit Committee, the Company’s Board of Directors, consisting solely of
Mr. Timothy, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and
effectiveness of the annual audit of the Company's financial statements and
other services provided by the Company’s independent public accountants. The
Board of Directors, consisting solely of Mr. Timothy, the Chief Executive
Officer of the Company reviews the Company's internal accounting controls,
practices and policies.
33
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT
LIABILITIES.
The
Nevada Revised Statutes and our Articles of Incorporation, allow us to indemnify
our officers and Directors from certain liabilities and our Bylaws, as amended
(“Bylaws”), state that we shall indemnify every (i) present or former Director,
advisory Director or officer of us, (ii) any person who while serving in any of
the capacities referred to in clause (i) served at our request as a Director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, and (iii) any person
nominated or designated by (or pursuant to authority granted by) the Board of
Directors or any committee thereof to serve in any of the capacities referred to
in clauses (i) or (ii) (each an “Indemnitee”).
Our
Bylaws provide that we shall indemnify an Indemnitee against all judgments,
penalties (including excise and similar taxes), fines, amounts paid in
settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any proceeding in which he was, is or is threatened to be named
as a defendant or respondent, or in which he was or is a witness without being
named a defendant or respondent, by reason, in whole or in part, of his serving
or having served, or having been nominated or designated to serve, if it is
determined that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in our best interests and, in all other cases, that his conduct was
at least not opposed to our best interests, and (c) in the case of any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful;
provided, however, that in the event that an Indemnitee is found liable to us or
is found liable on the basis that personal benefit was improperly received by
the Indemnitee, the indemnification (i) is limited to reasonable expenses
actually incurred by the Indemnitee in connection with the Proceeding and (ii)
shall not be made in respect of any Proceeding in which the Indemnitee shall
have been found liable for willful or intentional misconduct in the performance
of his duty to us.
Except as
provided above, the Bylaws provide that no indemnification shall be made in
respect to any proceeding in which such Indemnitee has been (a) found liable on
the basis that personal benefit was improperly received by him, whether or not
the benefit resulted from an action taken in the Indemnitee's official capacity,
or (b) found liable to us. The termination of any proceeding by
judgment, order, settlement or conviction, or on a plea of nolo contendere or
its equivalent, is not of itself determinative that the Indemnitee did not meet
the requirements set forth in clauses (a) or (b) above. An Indemnitee
shall be deemed to have been found liable in respect of any claim, issue or
matter only after the Indemnitee shall have been so adjudged by a court of
competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation,
all court costs and all fees and disbursements of attorneys’ fees for the
Indemnitee. The indemnification provided shall be applicable whether
or not negligence or gross negligence of the Indemnitee is alleged or
proven.
Neither our Bylaws, nor our Articles of Incorporation include any
specific indemnification provisions for our officer or Directors against
liability under the Securities Act of 1933, as amended. Additionally, insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable .
34
Sport
Endurance, Inc.
FINANCIAL
STATEMENTS OF AUGUST 31, 2009 AND 2008 AND
FROM
JANUARY 3, 2001 (INCEPTION) TO
AUGUST
31, 2009
INDEX
TO FINANCIAL STATEMENTS
FINANCIAL
STATEMENTS
|
||
PAGE
|
F-2
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F-3
|
BALANCE
SHEETS AS OF AUGUST 31, 2009 (AUDITED), AUGUST 31, 2008
(AUDITED)
|
PAGE
|
F-4
|
STATEMENTS
OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2009 (AUDITED), THE
YEAR ENDED AUGUST 31, 2008 (AUDITED) AND THE PERIOD FROM JANUARY 2, 2001
(INCEPTION) TO AUGUST 31, 2009
|
PAGE
|
F-5
|
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED AUGUST 31,
2009 (AUDITED), THE YEAR ENDED AUGUST 31, 2008 (AUDITED) AND
THE PERIOD FROM JANUARY 2, 2001 (INCEPTION) TO AUGUST 31,
2009
|
PAGE
|
F-6
|
STATEMENTS
OF CASH FLOWS FOR THE YEAR ENDED AUGUST 31, 2009 (AUDITED), THE
YEAR ENDED AUGUST 31, 2008 (AUDITED) AND THE PERIOD FROM JANUARY 2, 2001
(INCEPTION) TO AUGUST 31, 2009
|
PAGE
|
F-7
|
NOTES
TO FINANCIAL STATEMENTS
|
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors and
Stockholders
of Sport Endurance, Inc.
(A development Stage Company)
We have
audited the accompanying balance sheets of SPORT ENDURANCE, INC. (the
“Company”), as of August 31, 2009 and 2008, and the related statements of
operations, stockholders’ deficit, and cash flows for the years ended August 31,
2009 and 2008 and the period from January 3, 2001 (Inception) to August 31,
2009. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company was not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SPORT ENDURANCE, INC. as of August
31, 2009 and 2008, and the related statements of operations, stockholders’
deficit, and cash flows for the years ended August 31, 2009 and 2008 and the
period from January 3, 2001 (Inception) to August 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those maters also are described
in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ M
& K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
September
11, 2009
F-2
SPORT
ENDURANCE, INC. (formerly Cayenne Construction, Inc.)
|
||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||
BALANCE
SHEETS
|
||||||||
August
31,
|
August
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 3,200 | $ | - | ||||
Prepaid
expenses
|
1,800 | - | ||||||
Total
current assets
|
5,000 | - | ||||||
Equipment
|
25,340 | - | ||||||
Total
assets
|
$ | 30,340 | $ | - | ||||
STOCKHOLDERS'
EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
- | - | ||||||
Total
current liabilities
|
- | - | ||||||
Stockholders'
equity:
|
||||||||
Preferred
stock, $0.001 par value, 10,000,000 shares
|
||||||||
authorized,
2,000,000 and -0- shares issued and outstanding
|
||||||||
as
of August 31, 2009 and 2008, respectively
|
$ | 2,000 | $ | - | ||||
Common
stock, $0.001 par value, 90,000,000 shares authorized,
|
||||||||
57,200,000
and 29,200,000 shares issued and outstanding
|
||||||||
as
of August 31, 2009 and 2008, respectively
|
57,200 | 29,200 | ||||||
Common
stock subscriptions receivable (8,980,000 shares)
|
(8,980 | ) | - | |||||
Additional
paid-in capital
|
121,320 | 112,000 | ||||||
(Deficit)
accumulated during development stage
|
(141,200 | ) | (141,200 | ) | ||||
Total
stockholders' equity
|
30,340 | - | ||||||
Total
stockholders' equity
|
$ | 30,340 | $ | - |
F-3
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
|
$ | - | $ | - |
F-4
SPORT
ENDURANCE, INC. (formerly Cayenne Construction, Inc.)
|
||||||||||||||||||||||||||||||||
(A
DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||||
(Deficit)
|
||||||||||||||||||||||||||||||||
accumulated
|
||||||||||||||||||||||||||||||||
Additional
|
Common
stock
|
during
|
Total
|
|||||||||||||||||||||||||||||
Preferred
stock
|
Common
stock
|
paid-In
|
subscriptions
|
development
|
stockholders'
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
receivable
|
stage
|
equity
|
|||||||||||||||||||||||||
Common
stock issued to founder at $0.001 per share, of which $500 was paid in
cash
|
- | $ | - | 1,200,000 | $ | 1,200 | $ | - | $ | - | $ | - | $ | 1,200 | ||||||||||||||||||
Sale
of common stock for cash
|
- | - | 3,000,000 | 3,000 | 12,000 | - | - | 15,000 | ||||||||||||||||||||||||
Net
loss for the year ended August 31, 2001
|
- | - | - | - | - | - | (16,200 | ) | (16,200 | ) | ||||||||||||||||||||||
Balance,
August 31, 2001
|
- | - | 4,200,000 | 4,200 | 12,000 | - | (16,200 | ) | - | |||||||||||||||||||||||
Issuance
of common stock for professional fees
|
- | - | 25,000,000 | 25,000 | 100,000 | - | - | 125,000 | ||||||||||||||||||||||||
Net
loss for the year ended August 31, 2002
|
- | - | - | - | - | - | (125,000 | ) | (125,000 | ) | ||||||||||||||||||||||
Balance,
August 31, 2002
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2003
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2003
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2004
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2004
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2005
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2005
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2006
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2006
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2007
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2007
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Net
loss for the year ended August 31, 2008
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2008
|
- | - | 29,200,000 | 29,200 | 112,000 | - | (141,200 | ) | - | |||||||||||||||||||||||
Issuance
of convertible preferred stock for cash
|
2,000,000 | 2,000 | - | - | 3,000 | - | - | 5,000 | ||||||||||||||||||||||||
Issuance
of shares in exchange for contributed equipment at $0.001 per
share
|
- | - | 25,340,000 | 25,340 | - | - | - | 25,340 | ||||||||||||||||||||||||
Common
stock subscription receivable issued at $0.001 per share
|
- | - | 8,980,000 | 8,980 | - | (8,980 | ) | - | - | |||||||||||||||||||||||
Previously
issued common stock cancelled
|
- | - | (6,320,000 | ) | (6,320 | ) | 6,320 | - | - | - | ||||||||||||||||||||||
Net
loss for the year ended August 31, 2009
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Balance,
August 31, 2009
|
2,000,000 | $ | 2,000 | 57,200,000 | $ | 57,200 | $ | 121,320 | $ | (8,980 | ) | $ | (141,200 | ) | $ | 30,340 |
F-5
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
|
||||||||||||
Proceeds
from sale of common and preferred stock
|
5,000 | - | 21,200 | |||||||||
Net
cash provided by financing activities
|
5,000 | - | 21,200 | |||||||||
NET
CHANGE IN CASH
|
3,200 | - | 3,200 | |||||||||
CASH
AT BEGINNING OF YEAR
|
- | - | - | |||||||||
CASH
AT END OF YEAR
|
$ | 3,200 | $ | - | $ | 3,200 | ||||||
SUPPLEMENTAL
INFORMATION:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash
activities:
|
||||||||||||
Shares
issued for services
|
- | - | 125,000 | |||||||||
Shares
issued for equipment
|
25,340 | - | 25,340 |
F-6
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
Note
1 – Nature of Business and Significant Accounting Policies
Nature of
business
Sport
Endurance, Inc. (“the Company”) was incorporated as Cayenne Construction, Inc.
in the state of Nevada on January 3, 2001 (“Inception”). The Company was formed
to be an independent service provider of ready-mix concrete, whereby management
was to arrange purchases of ready-mixed concrete by small contractors and
customers on a fee basis. The Company ceased operations in 2002 and was revived
in 2009 with a name change to, “Sport Endurance, Inc.” on August 6, 2009. The
Company intends to manufacture and distribute a line of sports energy
drinks.
These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management are necessary for fair presentation of the
information contained therein. The Company follows the same accounting policies
in the preparation of interim reports.
The
Company has adopted a fiscal year end of August 31st.
Use of
estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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.
Start-Up
Costs
The
Company accounts for start-up costs, including organization costs, under the
provisions of Statement of Position No. 98-5, “Reporting on the Costs of
Start-up Activities”, whereby such costs are expensed as incurred.
Advertising and
promotion
All costs
associated with advertising and promoting products are expensed as
incurred.
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.
F-7
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
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.
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.
F-8
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
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.
Note
2 – Going Concern
As shown
in the accompanying financial statements, the Company has incurred cumulative
net losses of $141,200, and realized a cumulative deficit of $18,000 in cash
flows used in operations as of August 31, 2009. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. Management is
actively pursuing new ventures to increase revenues. In addition, the Company is
currently seeking additional sources of capital to fund short term operations.
The Company, however, is dependent upon its ability to secure equity and/or debt
financing and there are no assurances that the Company will be successful,
therefore, without sufficient financing it would be unlikely for the Company to
continue as a going concern.
F-9
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
The
financial statements do not include any adjustments that might result from the
outcome of any uncertainty as to the Company’s ability to continue as a going
concern. The financial statements also do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts
and classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Note
3 – Related Party
On
January 10, 2001 the Company issued 1,200,000 shares of common stock to the
founder of the Company in exchange for proceeds of $500. Since the par value of
the Company’s common stock is the legal minimum value, management recorded
compensation for the difference between the amount paid of $500 and the minimum
value of $1,200, or $700 in the accompanying statement of
operations.
On
February 10, 2002, the Company issued 25,000,000 shares to the Company President
for professional services rendered. The fair value of those shares was $125,000
on the grant date.
Note
4 – Equipment
Equipment
consists of the following:
August
31,
|
August
31,
|
|||||||
2009
|
2008
|
|||||||
Computer
equipment
|
$ | 10,000 | $ | - | ||||
Furniture
and fixtures
|
15,340 | - | ||||||
25,340 | - | |||||||
Less
accumulated depreciation
|
- | - | ||||||
$ | 25,340 | $ | - | |||||
Depreciation
expense totaled $-0- and $-0- for the years ended August 31, 2009 and 2008,
respectively. Due to equipment being contributed near year end, the effect of
current year depreciation has been determined to be immaterial.
Note
5 – Stockholders’ Equity
On July
28, 2009, the shareholders of the Company voted to increase the authorized
common shares of the Company from 30,000,000 authorized shares of common stock
to 90,000,000 authorized shares of common stock. Additionally, the
shareholders voted to establish preferred shares of the Company at 10,000,000
authorized shares of preferred stock. As a result of this vote, the Company
filed an amendment to its Articles of Incorporation to reflect this
change.
Common
stock
On
January 10, 2001 the Company issued 1,200,000 shares of common stock to the
founder of the Company in exchange for proceeds of $500. Since the par value of
the Company’s common stock is the legal minimum value, management recorded
compensation for the difference between the amount paid of $500 and the minimum
value of $1,200, or $700 in the accompanying statement of
operations.
F-10
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
The
Company issued a total of 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 to 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.
On
February 10, 2002, the Company issued 25,000,000 shares to the Company President
for professional services rendered. The fair value of those shares was $125,000
on the grant date.
On August
20, 2009, the Company issued 8,980,000 founder’s shares of common stock at the
par value of $0.001 per share in exchange for proceeds of $8,980 received on
September 1, 2009. As a result, a common stock subscription receivable of $8,980
was recognized as of August 31, 2009.
On August
20, 2009, the Company issued 25,340,000 founder’s shares of common stock at the
par value of $0.001 per share in exchange for contributed equipment with a cost
basis of $25,340. The cost basis approximates the fair market value of the
equipment as of August 31, 2009. The equipment is being carried at the original
purchase price of the contributed equipment prior to the sale to the Company
given the related party nature of this transaction.
On August
20, 2009, the Company cancelled and returned to treasury 6,320,000 shares of
common stock previously issued to founders. No consideration was provided and
the total par value of $6,320 was recorded as additional paid-in
capital.
Preferred
stock
On August
15, 2009, the Company issued a total of 2,000,000 shares of preferred stock to
two individual investors in a private placement under Rule 506 of the Securities
Act of 1933 for $5,000 in cash, or $0.0025 per share. Each share of
preferred stock is convertible into three shares of common stock.
Note
6 – Income Taxes
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which
requires use of the liability method. SFAS No. 109 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences.
As of
August 31, 2009, the Company incurred a net operating loss and, accordingly, no
provision for income taxes has been recorded. In addition, no benefit for income
taxes has been recorded due to the uncertainty of the realization of any tax
assets. At August 31, 2009, the Company had approximately $141,200 of federal
net operating losses. The net operating loss carry forwards, if not utilized,
will begin to expire in 2016.
The
components of the Company’s deferred tax asset are as follows:
August
31,
|
||||
2009
|
||||
Deferred
tax assets:
|
||||
Net
operating loss carry forwards
|
$ | 49,400 | ||
Net
deferred tax assets before valuation allowance
|
49,400 | |||
Less:
Valuation allowance
|
(49,400 | ) | ||
Net
deferred tax assets
|
$ | - |
Based on
the available objective evidence, including the Company’s history of its loss,
management believes it is more likely than not that the net deferred tax assets
will not be fully realizable. Accordingly, the Company provided for a full
valuation allowance against its net deferred tax assets at August 31,
2009.
F-11
Sport
Endurance, Inc. (formerly Cayenne Construction, Inc.)
(A
Development Stage Company)
Notes to
Financial Statements
A
reconciliation between the amounts of income tax benefit determined by applying
the applicable U.S. and State statutory income tax rate to pre-tax loss is as
follows:
August
31,
|
||||
2009
|
||||
Federal
and state statutory rate
|
35 | % | ||
Change
in valuation allowance on deferred tax assets
|
(35 | %) |
Note
7 – Fair Value of Financial Instruments
The
Company adopted SFAS 157 on January 1, 2009. SFAS 157 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date (an
exit price). The standard outlines a valuation framework and creates a fair
value hierarchy in order to increase the consistency and comparability of fair
value measurements and the related disclosures. Under GAAP, certain assets and
liabilities must be measured at fair value, and SFAS 157 details the disclosures
that are required for items measured at fair value.
The
Company has various financial instruments that must be measured under the new
fair value standard including: cash and equipment. The Company currently does
not have non-financial assets or non-financial liabilities that are required to
be measured at fair value on a recurring basis, with the exception of equipment.
The Company’s financial assets and liabilities are measured using inputs from
the three levels of the fair value hierarchy. The three levels are as
follows:
Level 1 -
Inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access at the measurement date.
The fair value of the Company’s cash is based on quoted prices and therefore
classified as Level 1.
Level 2 -
Inputs include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets or liabilities in markets
that are not active, inputs other than quoted prices that are observable for the
asset or liability (e.g., interest rates, yield curves, etc.), and inputs that
are derived principally from or corroborated by observable market data by
correlation or other means (market corroborated inputs).
Level 3 -
Unobservable inputs that reflect our assumptions about the assumptions that
market participants would use in pricing the asset or liability.
The
following table provides a summary of the fair values of assets and liabilities
under SFAS 157:
Fair
Value Measurements at
August
31, 2009
|
||||||||||||||||
Carrying
|
||||||||||||||||
Value
|
||||||||||||||||
August
31,
|
||||||||||||||||
2009
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash
|
$ | 3,200 | $ | 3,200 | $ | - | $ | - | ||||||||
Equipment
|
25,340 | 25,340 | ||||||||||||||
Total
|
$ | 28,540 | $ | 3,200 | $ | - | $ | 25,340 |
Note
8 – Subsequent Events
On
September 1, 2009, the Company received proceeds of $8,980 as payment on a
common stock subscription receivable for 8,980,000 founder’s shares that were
issued on August 20, 2008.
F-12
PART
II—INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
24. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Our
Certificate of Incorporation and Bylaws provide that we shall indemnify our
officers or directors against expenses incurred in connection with the defense
of any action in which they are made parties by reason of being our officers or
directors, except in relation to matters as which such director or officer shall
be adjudged in such action to be liable for negligence or misconduct in the
performance of his duty. One of our officers or directors could take the
position that this duty on our behalf to indemnify the director or officer may
include the duty to indemnify the officer or director for the violation of
securities laws.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"), may be permitted to our directors, officers and
controlling persons pursuant to our Certificate of Incorporation, Bylaws, Nevada
laws or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one of
our directors, officers, or control persons, and the successful defense of any
action, suit or proceeding) is asserted by such director, officer or control
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
ITEM
25. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
estimated expenses of the offering, all of which are to be paid by the
registrant, are as follows:
Audit/Administrative
Fees and Expenses
|
$
|
13,500
|
||
SEC
Registration Fee
|
100
|
|||
Legal
Fees/Expenses
|
10,000
|
|||
TOTAL
|
$
|
23,600
|
ITEM
26. RECENT
SALES OF UNREGISTERED SECURITIES.
Set forth
below in chronological order is certain information regarding securities issued
by the Company since 2004 in transactions that were not registered under the
Securities Act of 1933, as amended (the “Securities Act”), including the
consideration, if any, received by the Company for such issuances. None of these
transactions involved any underwriters or any public offerings. Each of these
transactions was exempt from registration under the Securities Act pursuant to
Section 4(2) of the Securities Act or Regulation D or Rule 701
promulgated thereunder, as transactions by an issuer not involving a public
offering. With respect to each transaction, no general solicitation was made by
either the Company or any person acting on its behalf; the securities sold are
subject to transfer restrictions; and the certificates for the shares contained
an appropriate legend stating such securities have not been registered under the
Securities Act and may not be offered or sold absent, registration or pursuant
to an exemption therefore.
II-1
Preferred
stock
On August
15, 2009, The Company initiated a private offering. A summary of the offering
included 2,000,000 shares of the Company’s Preferred stock issued at $0.0025 per
share. Net proceeds from this offering amounted to
$5,000. (See transaction (1) and (2) below).
(1). On
August 15, 2009, the company issued 1,000,000 shares of our preferred stock to
Wellington Manor Holding, Inc. in consideration for $2,500 or
$0.0025
(2). On
August 15, 2009, the company issued 1,000,000 shares of our preferred stock to
Trilogy Expedition, Inc. in consideration for $2,500 or $0.0025.
Common
stock
On August
20, 2009, the Company issued 8,980,000 shares of our common stock to Robert
Timothy, in consideration for $8,980, or $0.001 per share. The
proceeds of $8,980 were received on September 1, 2009. As a result, a common
stock subscription receivable of $8,980 was recognized as of August 31,
2009.
On August
20, 2009, the Company issued 25,340,000 shares of our common stock to Robert
Timothy, in consideration of equipment with a cost basis of $25,340, or $0.001
per share. The cost basis approximates the fair market value of the
equipment as of August 31, 2009.
As a
result of Mr. Timothy’s purchasing 8,900,000 and 25, 340,000 common shares of
the company’s stock he became the majority shareholder and was Elected President
and Director of the Company on August 20, 2009.
On August
17, 2009, Joseph Scarpello sold 21,000,000 shares to Calbridge Capital for
$25,000.
On August
20, 2009, the Company cancelled and returned to treasury 6,320,000 shares of
common stock from Calbridge Capital which was originally issued to Joseph
Scarpello. No consideration was provided and the total par value of $6,320 was
recorded as additional paid-in capital.
ITEM
27. EXHIBITS.
Exhibit
No.
|
Description
|
|
3.1
|
*
|
Certificate
of Incorporation of Sport Endurance, Inc.
|
3.2
|
*
|
Bylaws
of Sport Endurance, Inc.
|
5.1
|
Opinion
of Law Office of Leo Moriarty
|
|
10.1
|
Lease
of company property, 1890 South 3850 West Salt Lake City, Utah
84104
|
|
10.2
|
Form
D 506, preferred shares, 8-15-2009
|
|
23.1
|
Consent
of M&K CPAS, PLLC
|
|
23.2
|
Consent
of Law Office of Leo Moriarty
|
* Incorporated
by reference to the Company’s Registration Statement on Form S-1,
filed on September 16, 2009, File No. 333-153354.
II-2
ITEM
28. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
1.
|
To
file, during any period in which offers or sales are being made, a post
effective amendment to this Registration
Statement:
|
(a)
|
To
include any Prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
(b)
|
To
reflect in the Prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of Prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume
and rise represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
|
|
(c)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
changes to such information in the Registration
Statement.
|
2.
|
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and
the offering of the securities at that time to be the initial bona fide
offering.
|
3.
|
To
file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
4.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer of
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such
issue.
|
5.
|
That,
for the purpose of determining liability under the Securities
Act:
|
Each
Prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than Prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or Prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or Prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or Prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first
use.
|
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Salt Lake City, Utah, on November
2, 2009.
Sport
Endurance, Inc.
|
|||
By:
|
/s/
Robert
Timothy
Robert
Timothy
|
||
(Principal
Executive Officer Chief Executive Officer)
|
|||
By:
|
/s/Ronald
Schuurman
Ronald
Schuurman
|
||
Chief
Financial Officer (Principal Accounting Officer and Principal Financial
Officer)
|
|||
II-4