Better Choice Co Inc. - Quarter Report: 2016 February (Form 10-Q)

sportendurance10q022916.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended February 29, 2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-161943

SPORT ENDURANCE, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2754069
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

222 Broadway, 19th Floor, New York, NY 10038

(Address of principal executive offices) (Zip Code)

(646)846-4280

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 77,575,303 shares of $0.001 par value common stock outstanding as of April 12, 2016.

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SPORT ENDURANCE, INC.

FORM 10-Q

Quarterly Period Ended February 29, 2016

TABLE OF CONTENTS

		Page


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Balance Sheets as of February 29, 2016 (Unaudited) and August 31, 2015 (Audited)	4
	Statements of Operations for Three and Six Months ended February 29, 2016 and February 28, 2015 (Unaudited)	5
	Statements of Cash Flows for the Six Months ended February 29, 2016 and February 28, 2015 (Unaudited)	6
	Notes to the Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18

SIGNATURES		19

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EXPLANATORY NOTE

Unless otherwise noted, references in this registration statement to "Sport Endurance, Inc." the "Company," "we," "our" or "us" means Sport Endurance, Inc.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SPORT ENDURANCE, INC.

BALANCE SHEETS

	February 29,			August 31,
	2016			2015
	(Unaudited)			(Audited)
ASSETS
Current assets

Cash and cash equivalents	$	100		$	-
Total current assets		100			-

Equipment, net of accumulated depreciation		1,098			2,190

Total Assets		1,198			2,190

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities

Accounts payable		20,172			21,322
Other payables		6,679			-
Due to related parties		1,194			-
Convertible debt - related party		-			38,543
Total current liabilities		28,045			59,865

Commitments and contingencies		-			-

Stockholders' equity (deficit)

Preferred stock, $0.001 par value, 20,000,000 shares authorized, 1,000 shares issued and outstanding as of February 29, 2016 and August 31, 2015		1			1
Common stock, $0.001 par value, 580,000,000 shares authorized, 77,575,303 and 37,581,903 shares issued and outstanding as of February 29, 2016 and August 31, 2015		77,575			37,582
Additional paid-in capital		358,574			336,195
Subscription Receivable		(5,372	)		-
Accumulated Deficit		(457,625	)		(431,453	)
Total (deficiency in) stockholders' equity		(26,847	)		(57,675	)

Total liabilities and (deficiency in) stockholders' equity	$	1,198		$	2,190

See accompanying notes to these financial statements.

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SPORT ENDURANCE, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	February 29,			February 28,			February 29,			February 28,
	2016			2015			2016			2015

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		2,694			1,675			13,131			3,383
Professional fees		4,242			8,773			9,692			8,773
Depreciation		546			548			1,092			1,096

Total operating expenses		7,482			10,996			23,915			13,252

Net Operating Loss		(7,482	)		(10,996	)		(23,915	)		(13,252	)

Other income (expense):
Interest expense		(4	)		(7,752	)		(2,257	)		(12,253	)
Total other expense		(4	)		(7,752	)		(2,257	)		(12,253	)

Loss before provision for income taxes		(7,486	)		(18,748	)		(26,172	)		(25,505	)

Provision for income taxes		-			-			-			-

Net income (loss)	$	(7,486	)	$	(18,748	)	$	(26,172	)	$	(25,505	)

Net income (loss) per share - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Net income (loss) per share - diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding - basic		77,575,303			37,581,903			63,150,030			37,581,903

Weighted average shares outstanding - diluted		77,575,303			37,581,903			63,150,030			37,581,903

See accompanying notes to these financial statements.

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SPORT ENDURANCE, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the			For the
	Six Months Ended			Six Months Ended
	February 29,			February 28,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(26,172	)	$	(25,505	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,092			1,096
Amortization of debt discount		1,700			11,443
Imputed interest		557			810
Changes in assets and liabilities:
Accounts payable		(1,150	)		713
Other payables		6,679			-

Net cash used in operating activities		(17,294	)		(11,443	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		14,500			-
Proceeds from officer, loans, related party		1,194			-
Proceeds from convertible debt		1,700			11,443

Net cash provided by (used in) financing activities		17,394			11,443

Net increase (decrease) in cash and cash equivalents		100			-

Cash and cash equivalents at beginning of period		-			-

Cash and cash equivalents at end of period	$	100		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on beneficial conversion feature	$	1,700		$	11,443
Stock issued for conversion of debt	$	40,244		$	-
Stock issued for subscription receivable	$	5,372		$	-

See accompanying notes to these financial statements.

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Sport Endurance, Inc.

Notes to Condensed Financial Statements

(Unaudited)

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 liquid Gel Caps.

Basis of Presentation

The audited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature.

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.

Cash and Cash Equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had cash and cash equivalents of $100 and $0 as of February 29, 2016 and August 31, 2015.

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 using the asset and liability method, which requires the establishment of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent deferred tax assets may not be recoverable after consideration of the future reversal of deferred tax liabilities, tax planning strategies, and projected future taxable income.

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Sport Endurance, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.

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, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

Stock-based compensation

The Company adopted FASB guidance on stock based compensation upon inception at August 26, 2010. Under FASB ASC 718-10-30-2, 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. The Company did not issue any stock or options for services or compensation for the six months ended February 29, 2016 and February 28, 2015.

Our employee stock-based compensation awards are accounted for under the fair value method of accounting, 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 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.

Uncertain tax positions

Effective January 1, 2009, the Company adopted new standards for accounting for uncertainty in income taxes. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

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Sport Endurance, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Recently Issued Accounting Pronouncements

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $457,625, and a working capital deficit of $27,945 as of February 29, 2016. 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.

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 – Change of Control

Effective February 4, 2016, David Lelong purchased BK Consulting’s 52.248% of outstanding Company common stock to become controlling shareholder. Mr. Lelong was subsequently appointed as a director of the Company and further consented to the removal of all other directors with immediate effect. Thereafter, the Board of Directors of the Company removed all officers of the Company and appointed Mr. Lelong to replace Gerald Ricks as President, Secretary, Treasurer, Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer.

As a result of the above transaction BK Consulting is no longer a related party and Mr. Lelong is now the majority shareholder and a related party.

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Sport Endurance, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 4 – Related Party Transactions

During the period covered by this report, the Company had convertible notes payable to certain parties who until February 6, 2016 were related parties; see note 7. As of February 29, 2016, these convertible notes had been fully repaid.

During the six months ended February 29, 2016, the Company received loans from the Company’s CEO, David Lelong, to fund operations. These advances are unsecured, non-interest bearing and due on demand. The total outstanding balance due on these advances as of February 29, 2016 was $1,194, respectively.

Note 5 – Equipment

Equipment consists of the following:

	February 29, 2016			August 31, 2015

Computer equipment	$	10,000		$	10,000
Furniture and fixtures		15,340			15,340
Total		25,340			25,340
Less accumulated depreciation		(24,242	)		(23,150	)
Total	$	1,098		$	2,190

Depreciation expense totaled $546 and $1,092 for the three and six months ended February 29, 2016, respectively. Depreciation expense totaled $548 and $1,096 for the three and six months ended February 28, 2015, respectively.

Note 6 – Other payables

Other payables consist of credit card payables and amounts due to a third party for the payment of Company expenses.

Note 7 – Convertible Notes Payable

On October 28, 2015, the Company issued an unsecured convertible loan of $1,700, non-interest bearing, due on demand and convertible into Common Stock at a rate $0.002 per share, from a major shareholder, BK Consulting, to fund operations. The Company calculated the beneficial conversion feature embedded in the convertible note. The conversion feature, in the amount of $1,700, was recorded as debt discount.

On November 2, 2015, the Company converted $29,500 of convertible debt due to the Company’s major shareholder, BK Consulting, into 14,750,400 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized.

The Company calculates any beneficial conversion feature embedded in its convertible notes via the intrinsic value method. The conversion feature was considered a discount to the notes, to the extent the aggregate value of the conversion feature did not exceed the face value of the notes. These discounts are amortized to interest expense through earlier of the term or conversion of the notes. During the six months ended February 29, 2016 and February 28, 2015, the Company recorded debt discounts in the amount of $1,700 and $11,443, respectively. During the six months ended February 29, 2016 and February 28, 2015, the Company amortized debt discounts to interest expense in the aggregate amount of $1,700 and $11,443.

On November 10, 2015, the Company converted $10,744 of convertible debt due to the debt holder, BK Consulting, into 5,371,500 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized.

As of February 29, 2016 and August 31, 2015 the balance of the convertible debt was $0 and $38,543. The Company records imputed interest on all outstanding convertible notes at a rate of 8%. The Company recorded imputed interest in the amount of $557 and $810 during the six months ended February 29, 2016 and February 28, 2015.

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Sport Endurance, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 8 – Stockholders’ Equity

Preferred stock

The Company is authorized to issue 20,000,000 shares of $0.001 par value preferred stock as of February 29, 2016 and August 31, 2015. The Company had 1,000 shares of preferred stock issued and outstanding as of February 29, 2016 and August 31, 2015, respectively.

Common stock

The Company is authorized to issue 580,000,000 shares of $0.001 par value common stock as of February 29, 2016 and August 31, 2015. The Company had 77,575,303 and 37,581,903 shares of common stock issued and outstanding as of February 29, 2016 and August 31, 2015, respectively.

During the year ended August 31, 2015, no shares of common stock were issued.

On November 2, 2015, the Company converted $29,500 of convertible debt due to BK Consulting, into 14,750,400 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized.

On November 3, 2015, the Company issued 14,500,000 shares of common stock at par value, $0.001 per share, to a third party investor, for cash proceeds of $14,500.

On November 10, 2015, the Company converted $10,744 of convertible debt due to BK Consulting, into 5,371,500 shares of common stock at a conversion price of $0.002. As the note conversion occurred within the terms of the agreement, no gain or loss was recognized.

On November 11, 2015, the Company issued 5,371,500 shares of common stock at par value, $0.001 per share, to BK Consulting, for a stock subscription receivable, valued at $5,372. As of February 29, 2016, subscription receivables was $5,372.

Note 9 – Subsequent Events

On March 16, 2016, the Company’s Board of Directors, pursuant to authorization by the holders of a majority of the issued and outstanding shares of Company Common Stock, adopted amended and restated Bylaws. A copy of the amended and restated Bylaws are attached as Exhibit 3.02.

We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW AND OUTLOOK

Sport Endurance, Inc. (“Sport Endurance”) is a Nevada corporation that intends to manufacture and distribute a line of sports energy drinks. Since inception, the Company has yet to produce and distribute any sport energy drinks.

For the three and six months ended February 29, 2016, we had a net losses of $7,486 and $26,172, respectively, as compared to a net losses of $18,748 and $25,505 for the three and six months ended February 28, 2015, respectively. Our accumulated deficit as of February 29, 2016 was $457,625. These conditions raise substantial doubt about our ability to continue as a going concern over the next twelve months.

Results of Operations for the Three Months Ended February 29, 2016 and February 28, 2015

Revenues

The Company had no revenues during the three month periods ending February 29, 2016 and February 28, 2015.

General and administrative expenses

General and administrative expenses were $2,694 for the three months ended February 29, 2016 compared to $1,675 for the three months ended February 28, 2015, an increase of $1,019. The increase in general and administrative expense for the three months ended February 29, 2016 compared to the three months ended February 28, 2015 was due primarily to an increase in stock servicing costs and bank service charges.

Professional fees

Professional fees were $4,242 for the three months ended February 29, 2016 compared to $8,773 for the three months ended February 28, 2015, a decrease of $4,531. The decrease in professional fees for the three months ended February 29, 2016 compared to the three months ended February 28, 2015 was due primarily to a decrease in accounting service fees.

Depreciation

Depreciation expense for the three months ended February 29, 2016 totaled $546 compared to $548 for the three months ended February 28, 2015, a decrease of $2. The decrease in depreciation was primarily due to fully depreciating certain office equipment.

Interest expense

Interest expense for the three months ended February 29, 2016 was $4 compared to $7,752 for the three months ended February 28, 2015, a decrease of $7,748. The decrease in interest expenses was primarily due to the conversion of debt.

Net loss

For the reasons above, our net loss for the three months ended February 29, 2016 was $7,486 compared to $18,748 for the three months ended February 28, 2015, a decrease in our net loss of $11,262.

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Results of Operations for the Six Months Ended February 29, 2016 and February 28, 2015

Revenues

The Company had no revenues during the six month periods ending February 29, 2016 and February 28, 2015.

General and administrative expenses

General and administrative expenses were $13,131 for the six months ended February 29, 2016 compared to $3,383 for the six months ended February 28, 2015, an increase of $9,748. The increase in general and administrative expense for the six months ended February 29, 2016 compared to the six months ended February 28, 2015 was due primarily to an increase in stock servicing costs and bank service charges.

Professional fees

Professional fees were $9,692 for the six months ended February 29, 2016 compared to $8,773 for the six months ended February 28, 2015, increase of $919. The increase in professional fees for the six months ended February 29, 2016 compared to the six months ended February 28, 2015 was due primarily to an increase in accounting service fees.

Depreciation

Depreciation expense for the six months ended February 29, 2016 totaled $1,092 compared to $1,096 for the six months ended February 28, 2015, a decrease of $4. The decrease in depreciation was primarily due to fully depreciating certain office equipment.

Interest expense

Interest expense for the six months ended February 29, 2016 was $2,257 compared to $12,253 for the six months ended February 28, 2015, a decrease of $9,996. The decrease in interest expenses was primarily due to the conversion of debt.

Net loss

For the reasons above, our net loss for the six months ended February 29, 2016 was $26,172 compared to $25,505 for the six months ended February 28, 2015, an increase in our net loss of $667.

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Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at February 29, 2016 compared to August 31, 2015.

	February 29, 2016			August 31, 2015

Current Assets	$	100		$	0

Current Liabilities	$	28,045		$	59,865

Working Capital (Deficit)	$	(27,945	)	$	(59,865	)

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources. As of February 29, 2016, we had a working capital deficit of $27,945. Our poor financial condition raises substantial doubt about our ability to continue as a going concern and we have incurred losses since inception and may incur future losses. In the past, we have conducted private placements of equity shares and during the six months ended February 29, 2016 we did not receive any proceeds from private placements. During the six months ended February 29, 2016, we received a total of $1,700 in unsecured convertible loans due on demand, non-interest bearing, from related parties. During the six months ended February 29, 2016 we received proceeds in the amount of $14,500 from the sale of common stock to fund operations and issued 5,371,500 shares of common stock to a major shareholder for stock subscription receivable, valued at $5,372.

Should we not be able to continue to secure additional financing when needed, we may be required to slow down or suspend our business activities or reduce the scope of our current operations, any of which would have a material adverse effect on our business.

Our future capital requirements will depend on many factors, including the development of our business; the cost and availability of third-party financing for development; and administrative and legal expenses.

We anticipate that we will incur operating losses in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth. To address these risks, we must, among other things, expand our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

Satisfaction of our cash obligations for the next 12 months.

As of February 29, 2016, we had cash and cash equivalents of $100. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

Going concern.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $457,625 and a working capital deficit of $27,945 at February 29, 2016, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

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Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

Summary of product and research and development that we will perform for the term of our plan.

We are not anticipating significant research and development expenditures in the near future.

Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time.

Significant changes in the number of employees.

As of February 29, 2016, we had no employees, other than our non-paid CEO, David Lelong. Currently, there are no organized labor agreements or union agreements and we do not anticipate any in the future.

Assuming we are able to pursue revenue through the commencement of sales of products, we anticipate an increase of personnel and may need to hire employees. In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate. We believe the use of third-party service providers may enhance our ability to control general and administrative expenses and operate efficiently.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that are material to investors.

Recently Issued Accounting Standards

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Item 3. Quantitative and Qualitative Disclosure About Market Risk.

This item is not applicable as we are currently considered a smaller reporting company.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, David Lelong, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on the evaluation, Mr. Lelong concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:

	●	The Company does not have an independent board of directors or audit committee or adequate segregation of duties;

	●	All of our financial reporting is carried out by our financial consultant;

	●	We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.

We plan to rectify these weaknesses by implementing an independent board of directors and hiring additional accounting personnel once we have additional resources to do so.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.

Item 1A. Risk Factors.

This item is not applicable as we are currently considered a smaller reporting company.

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

On November 2, 2015, the Company converted $29,500 of convertible debt due to BK Consulting, into 14,750,400 shares of common stock at a conversion price of $0.002.

On November 3, 2015, the Company issued 14,500,000 shares of common stock at par value, $0.001 per share, to a third party investor, for cash proceeds of $14,500.

On November 10, 2015, the Company converted $10,744 of convertible debt due to BK Consulting, into 5,371,500 shares of common stock at a conversion price of $0.002.

On November 11, 2015, the Company issued 5,371,500 shares of common stock at par value, $0.001 per share to BK Consulting, for stock subscription receivable, valued at $5,372. As of February 29, 2016, subscription receivables was $5,372.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

3.02

Amended and restated Bylaws adopted on March 16, 2016

31.1

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2

Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1

Certification by the Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPORT ENDURANCE, INC.

Date: April 12, 2016	By:	/s/ David Lelong
		David Lelong
		President, Chief Executive Officer, Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)