10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2016

or

☐ 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 ☒    No ☐

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

Yes ☒    No ☐

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 ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(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 ☐    No ☒

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: 77,775,303 shares of $0.001 par value common stock outstanding as of January 11, 2017.  

SPORT ENDURANCE, INC.

FORM 10-Q

Quarterly Period Ended November 30, 2016

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Balance Sheets as of November 30, 2016 (Unaudited) and August 31, 2016 (Audited)	4
	Statements of Operations for Three Months ended November 30, 2016 and 2015 (Unaudited)	5
	Statements of Cash Flows for the Three Months ended November 30, 2016 and 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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES		22

EXPLANATORY NOTE

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

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.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SPORT ENDURANCE, INC.

BALANCE SHEETS

	November 30,			August 31,
	2016			2016
ASSETS
Current assets
Cash and cash equivalents	$	964		$	10,197
Accounts receivable		-			45
Inventory		15,212			6,398
Total current assets		16,176			16,640
Total Assets		16,176			16,640
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities		163,182			68,746
Derivative liability		187,880			254,952
Convertible notes, net of unamortized debt discounts of $0 and $172,735		440,000			267,265
Total current liabilities		791,062			590,963
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 November 30, 2016 and August  31, 2016		1			1
Common stock, $0.001 par value, 580,000,000 shares authorized, 77,775,303 shares issued and outstanding as of November 30, 2016 and August 31, 2016		77,775			77,775
Additional paid-in capital		718,487			718,487
Subscription receivable		(5,372	)		(5,372	)
Accumulated deficit		(1,565,777	)		(1,365,214	)
Total stockholders’ equity (deficit)		(774,886	)		(574,323	)
Total liabilities and stockholders’ equity (deficit)		16,176		$	16,640

See accompanying notes to these financial statements.

4

SPORT ENDURANCE, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three			For the Three
	Months Ended			Months Ended
	November 30,			November 30,
	2016			2015
Revenue	$	230		$	-
Cost of good sold		34			-
Net revenue		196			-
Operating expenses:
General and administrative		66,153			10,437
Professional fees		17,973			5,450
Depreciation		-			546
Total operating expenses		84,126			16,433
Net Operating Loss		(83,930	)		(16,433	)
Other income (expense):
Interest expense		(183,705	)		(2,253	)
Change in fair value of derivative liability		67,072			-
Total other expense, net		(116,633	)		(2,253	)
Loss before provision for income taxes		(200,563	)		(18,686	)
Provision for income taxes		-			-
Net loss	$	(200,563	)	$	(18,686	)
Net loss per share - basic	$	(0.00	)	$	(0.00	)
Net loss per share - diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		77,775,303			48,724,757
Weighted average shares outstanding - diluted		77,775,303			48,724,757

See accompanying notes to these financial statements.

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SPORT ENDURANCE, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three			For the Three
	Months Ended			Months Ended
	November 30,			November 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(200,563	)	$	(18,686	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			546
Change in fair value of derivative liability		(67,072	)		-
Amortization of discount on convertible debt		172,735			1,700
Imputed interest		-			553
Changes in assets and liabilities:
Accounts receivable		45			-
Inventory		(8,814	)		-
Accounts payable and accrued liabilities		94,436			(313	)
Net cash used in operating activities		(9,233	)		(16,200	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-			14,500
Proceeds from convertible debt - related party		-			1,700
Net cash provided by financing activities		-			16,200
Net increase in cash and cash equivalents		(9,233	)		-
Cash and cash equivalents at beginning of period		10,197			-
Cash and cash equivalents at end of period	$	964		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on beneficial conversion feature		-			1,700
Stock issued for conversion of debt		-			40,244
Stock issued for subscription receivable		-			5,372

See accompanying notes to these financial statements.

6

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 market and distribute quality dietary supplements throughout the United States.

Basis of Presentation

The unaudited 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 $964 and $10,197 as of November 30, 2016 and August 31, 2016.

Inventory

Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method.  The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at November 30, 2016. 

Intangible Assets

Intangible assets generally arise from business combinations accounted for under the purchase method.  The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired.

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

As of November 30, 2016 and August 31, 2016 the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 and $546 for the three months ended November 30, 2016 and 2015.

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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.

Revenue Recognition

The Company recognizes revenue upon product delivery. All of our products are shipped through a third party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling   price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  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.

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.

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.

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 - quoted prices in active markets include cash.

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These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2016 and August 31, 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses.

Derivative Financial Instruments

Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 7).

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 stock 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 stock 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.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 

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 $1,565,777 and a working capital deficit of $774,886 as of November 30, 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. 

9

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

On April 25, 2016, shareholders holding 55,030,600 shares of the outstanding common stock of the Company, representing approximately 71% of the Company’s outstanding shares, acted by written consent to remove the Company’s existing members of the Board of Directors, and in their place appoint David Lelong as the sole director of the Company. Previously, on February 4, 2016, shareholders representing a majority of the outstanding common stock of the Company acted by written consent to remove the Company’s directors and appoint Mr. Lelong as sole director of the Company, and following the February 4, 2016 shareholder action, Mr. Lelong, acting as sole director, replaced Mr. Gerald Ricks as President, Chief Executive Officer and Chairman of the Company. However, under Nevada law, directors may be removed only by shareholders representing two-thirds of outstanding shares; consequently the February 4, 2016 shareholder action was not valid, and on April 25, 2016 the Company sought, and received, new approval from shareholders representing a sufficient percentage of outstanding shares to act validly under Nevada law.

On April 29, 2016, the Board acted to ratify the removal of Mr. Ricks from all positions held by him as an executive officer of the Company, and also ratified the appointment of Mr. Lelong as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board.

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.

Note 4 – Note Receivable

On September 15, 2016 the Company and a third party entered into a stock purchase agreement where the Company sold 100% of the outstanding shares of its shell company, Be Tru Organics, Inc., a Nevada corporation in exchange for a $5,000 promissory note, bearing interest at 10% per month and due November 15, 2016.  During the three months ended November 2016 the Company received $5,000 from the repayment of the note receivable.

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

	November 30, 2016		August 31, 2016
Trade accounts payable		87,457		28,371
Payroll and related		51,283		26,903
Accrued interest		24,442		13,472
		163,182		68,746

Note 6 – Related Party Transactions

Former Majority Shareholder – BK Consulting

On October 28, 2015, the Company issued an unsecured convertible loan to a related party 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 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 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.

As of November 30, 2016 and August 31, 2016 the balance of the BK Consulting convertible debt was $0 and $0.  The Company records imputed interest on all outstanding convertible notes at a rate of 8%.  The Company recorded imputed interest in the amount of $0 and $553 during the three months ended November 30, 2016 and 2015.

10

Note 7 – Derivative Liability

The Company entered into convertible note agreements containing beneficial conversion features.  One of the features is a ratchet reset provision which allows the note holders to reduce the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement (see note 10). The Company accounts for the fair value of the conversion feature in accordance with ASC 815, Accounting for Derivatives and Hedging and EITF 07-05, the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcate treated as a derivative liability. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations.

The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the period ended November 30, 2016:

	Derivative
	Liability
Liabilities Measured at Fair Value
Balance as of August 31, 2016		$	254,952
Issuances			-
Revaluation gain			(67,072	)
Balance as of November 30, 2016		$	187,880

During the three months ended November 30, 2016, the Company recognized a gain on the fair value of the derivative liability in the amount of $67,072 reducing the fair value of the derivative liability to $187,880.

The derivative liabilities incurred valued based upon the following assumptions and key inputs at November 30, 2016 and August 31, 2016:

	November 30,				August 31,
Assumption	2016				2016
Expected dividends:			0	%			0	%
Expected volatility:			37.8	%			244.4	%
Expected term (years):	0.04 years				0.20 years
Risk free interest rate:			0.38				0.26	%
Stock price		$	1.25			$	1.89

Note 8 – Convertible Notes Payable

3.5% OID Convertible Notes

On May 11, 2016 the Company entered into Securities Purchase Agreements with certain purchasers (“the Holders”).  The Company issued 3.5% original issue discount (“OID”) senior secured convertible promissory notes having an aggregate face amount of $440,000 (the “3.5% OID Convertible Notes”).  These notes bear interest at a rate of 10% per annum and mature in six months.  The Company received cash proceeds of $424,600 net of the 3.5% original issue discount of $15,400.  At the Holders option the principal and accrued interest under the Notes are convertible into common stock at a rate of $0.50 per share and have a full reset feature.  The Notes are secured by all assets of the Company.  The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity. During November 2016 Company entered into forbearance agreements with the investors extending its time to pay the Notes until December 16, 2016. See Note 12.

In addition the Company issued to the Holders an aggregate of 200,000 shares of common stock value at $360,000 as commitment shares.  These shares were issued during the period and are considered a discount to the Notes.  Due to the reset feature of the conversion price of the convertible notes, the Company concluded that a derivative liability existed at the date of issuance and recorded a derivative liability in the amount of $192,841 (see note 7).  The sum of the value of the derivative liability of $192,841, the original issue discount of $15,400,  and the discount attributable to the 200,000 commitment shares of $360,000 was $568,241, which exceeded the $440,000 face amount of the 3.5% OID Convertible Notes by $128,241; this amount was charged to interest expense during the year ended August 31, 2016.  During the three months ended November 30, 2016 the Company amortized $172,735 of these discounts were charged to interest expense.  As of November 30, 2016 and August 31, 2016 the balance due on the 3.5% OID Convertible Notes was $440,000 and $267,265 net of unamortized debt discounts of $0 and $172,735, respectively.

11

During the three months ended November 30, 2016, the Company accrued interest on the 3.5% OID Convertible Notes in the amount of $10,970.  Accrued interest on these notes is convertible to common stock at the same terms as the principal. 

BK Consulting Notes

On October 28, 2015, the Company issued an unsecured convertible loan to a related party 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.

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.

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 three months ended November 30, 2015, the Company recorded debt discounts in the amount of $1,700, respectively.  During the three months ended November 30, 2016, the Company amortized debt discounts to interest expense in the aggregate amount of $1,700.

As of November 30, 2016 and August 31, 2016 the balance of the convertible debt due to BK Consulting was $0 and $0.  The Company recorded imputed interest on all outstanding BK Consulting convertible notes at a rate of 8%.  The Company recorded imputed interest in the amount of $0 and $553 during the three months ended November 30, 2016 and 2015 related to the BK Consulting convertible notes.

Note 9 – Stockholders’ Equity

Preferred stock

The Company is authorized to issue 20,000,000 shares of $0.001 par value preferred stock as of November 30, 2016 and August 31, 2016.  The Company has 1,000 shares of preferred stock issued and outstanding as of November 30, 2016 and August 31, 2016.

Common stock

The Company is authorized to issue 580,000,000 shares of $0.001 par value common stock as of November 30, 2016 and August 31, 2016.  The Company has 77,775,303 and 77,775,303 shares of common stock issued and outstanding as of November 30, 2016 and August 31, 2016.

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 August 31, 2016, subscription receivables were $5,372.

On May 11, 2016, the Company issued 200,000 shares of common stock, valued at $360,000 as commitment shares to convertible note holders.  These shares were issued at fair value based on the market price at issuance of $1.80 per share.

12

Note 10 – 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, accounts payable 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 other items that required fair value measurement on a recurring basis.

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.

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 summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at November 30, 2016 and August 31, 2016.

	November 30, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	187,880		$	187,880

	August 31, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	254,952		$	254,952

Note 11 – Asset Purchase Agreement

On May 18, 2016 the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sharp Innovations, LLC (“Seller”) to acquire certain assets  consisting of (a) tangible assets of Seller consisting of approximately 450 containers of that performance drink currently marketed under the name “sports leg and lung”; (b) all intangible assets of Seller, including goodwill, licenses, patents, trade secrets, trademarks, copyrights, marketing rights, etc., specifically relating to and including certain intellectual property described as: that certain website URL www.sportslegandlung.com, the product formula for that performance drink currently marketed under the name “sports leg and lung”, all proprietary data owned and collected by the Seller with respect to the Product, and all rights of any description related to two future product formulations (one for weight loss and one for anti-aging, both of which the Seller has agreed to develop to completion and timely deliver to the Purchaser at no further charge).  The purchase price consisted of Two Hundred Fifty Thousand ($250,000) Dollars in cash.  The acquisition of the assets has been accounted for as a purchase in accordance with ASC Topic 805 Business Combinations and the assets have been included in the Company’s financial statements since May 18, 2016.  The Company obtained a third-party independent valuation of the assets acquired.

The acquisition date estimated fair value prior to impairment of assets acquired consisted of following:

Inventory	$	1,049
Intangible assets		248,951
Total purchase price	$	250,000

13

During the year ended August 31, 2016 the Company performed test on intangible assets and recorded an intangible asset impairment loss of $248,951.

Note 12 – Subsequent Events

During December 2016 Company entered into forbearance agreements with the investors of the 3.5% OID Convertible Notes extending the maturity dates to February and March 2017. To extend a Note until February 15, 2017, the Company paid the holder $50,000 in cash, reducing the principal to $102,113 which includes a $7,500 penalty. If the Note is not paid, the $50,000 will be added to the principal. The other Notes were extended to March 31, 2017 in exchange for increasing the $336,787 principal including penalties to approximately $490,389 and issuing the lender 35,000 shares of common stock.

On January 4, 2017 the Company entered into a promissory note with David Lelong, the Company’s CEO. The Company issued the promissory note with a face amount of $52,000.  This note bears interest at a rate of 2% per annum and is due on demand.

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.

14

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 currently marketing and distributing quality dietary supplements throughout the United States.  

For the three months ended November 30, 2016, we had a net loss of $200,563, respectively, as compared to a net loss of $18,686 for the three months ended November 30, 2015, respectively.  Our accumulated deficit as of November 30, 2016 was $1,565,777.  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 November 30, 2016 and November 30, 2015

Revenues

The Company had sales of $230 during the three months ended November 30, 2016 compared to $0 for the three months ended November 30, 2015.  The Company had cost of goods sold related to the sale in the amount of $34 for net revenue of $196 during the three months ended November 30, 2016.  We expect revenues to increase in future period as we continue to implement our business plan.

General and administrative expenses

General and administrative expenses were $66,153 for the three months ended November 30, 2016 compared to $10,437 for the three months ended November 30, 2015, an increase of $55,716. The increase in general and administrative expense for the three months ended November 30, 2016 compared to the three months ended November 30, 2015 was due primarily due to implementation of our business plan.  We expect general and administrative expense to increase in future periods as we continue to implement our business plan and commence operations.

Professional fees

Professional fees were $17,973 for the three months ended November 30, 2016 compared to $5,450 for the three months ended November 30, 2015, an increase of $12,523.  Professional fees consist primarily of legal and accounting fees.  We expect professional fees to increase in future periods as we implement our business plan.

Depreciation

Depreciation expense for the three months ended November 30, 2016 totaled $0 compared to $546 for the three months ended November 30, 2015, a decrease of $546.  The decrease in depreciation was primarily due to fully depreciating certain office equipment.  

Interest expense

Net interest expense for the three months ended November 30, 2016 was $183,705 compared to $2,253 for the three months ended November 30, 2015, an increase of $181,452.  The increase in net interest expenses for the three months ended November 30, 2016 compared to 2015 was primarily due to interest due on the Company’s convertible notes payable and amortization of debt discounts on the Company’s convertible notes payable.

Net loss

For the reasons above, our net loss for the three months ended November 30, 2016 was $200,563 compared to $18,686 for the three months ended November 30, 2015, an increase in our net loss of $181,877.    

15

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at November 30, 2016 compared to August 31, 2016.

	November 30, 2016			August 31, 2016
Current Assets	$	16,176		$	16,640
Current Liabilities	$	791,062		$	590,963
Working Capital (Deficit)	$	(774,886	)	$	(574,323	)

During the three months ended November 30, 2016, the Company had cash used in operating activities of $9,233.  This consisted of Company’s net loss of $200,563, increased by change in fair value of derivative liabilities of $67,072 and decreased by change amortization of debt discounts of $172,735.  The Company’s cash position also decreased $85,667 as a result of changes in the components of current assets and current liabilities.

As of January 5, 2016, we had cash and cash equivalents of $689.  We do not have sufficient working capital to pay our indebtedness which is due February and March or to pay our expenses for the next 12 months. Our plan for satisfying our cash requirements to pay our debt, including convertible debt, over the next 2 months and to remain operational for the next 12 months is through sale of shares of our capital stock or convertible debt. We anticipate revenue during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. We cannot assure you we will be successful in meeting our working capital needs.

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, either 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 12 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.

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements including statements regarding our generation of revenues, our increasing expenses, the availability of future financing. and our liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include the failure to generate sufficient revenue, the reluctance of consumers to purchase our proposed future products, difficulties we may encounter in raising capital based upon our current financial condition and lack of material revenues, and the condition of the securities markets in general and for start-up businesses in particular. Further information on our risk factors is contained in our filings with the SEC, including the Form 10-K for the year ended August 31, 2016 which was for a prior business. Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

16

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 $1,565,777 and a working capital deficit of $774,886 at November 30, 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.

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 November 30, 2016, we had no employees, other than our 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.

17

Critical Accounting Estimates

Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles.  These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates. We have the following critical accounting estimates:

· Inventory: Inventories are valued at the lower of cost or market (“LCM”), which requires us to make significant estimates in assessing our inventory balances for potential LCM adjustments.

· Estimates and assumptions used in valuation of derivative liability: Management utilizes a lattice model to estimate the fair value of derivative liabilities. The model includes subjective assumptions that can materially affect the fair value estimates.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 

18

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.

19

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.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this Report to our knowledge, there were no other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

This item is not applicable to a smaller reporting company.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

20

Item 6. Exhibits.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Exhibit	Filing date
3.1	Articles of Incorporation		S-1	3.1	02/19/10
3.2	Bylaws		8-K	3.2	04/29/16
3.3	Certificate of Designation		S-1	3.2	02/19/10
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X

21

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: January 12, 2017	By:	/s/ David Lelong
		David Lelong
		President, Chief Executive Officer, Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Lelong, certify that:

1. I have reviewed this quarterly report for the period ended November 30, 2016 on Form 10-Q of Sport Endurance, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 12, 2017	/s/ David Lelong
	David Lelong
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Lelong, certify that:

1. I have reviewed this quarterly report for the period ended November 30, 2016 on Form 10-Q of Sport Endurance, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 12, 2017	/s/ David Lelong
	David Lelong
	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U. S. C. Section 1350, I, David Lelong, hereby certify that, to the best of my knowledge, the Quarterly Report for the period ended November 30, 2016 on Form 10-Q of Sport Endurance, Inc. for the fiscal quarter ended November 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sport Endurance, Inc.

Date: January 12, 2017	/s/ David Lelong
	David Lelong
	Chief Executive Officer and Principal Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Sport Endurance, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Sport Endurance, Inc. specifically incorporates it by reference.

XML

Document And Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Jan. 11, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Sport Endurance, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		77,775,303
Amendment Flag	false
Entity Central Index Key	0001471727
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Nov. 30, 2016
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Current assets
Cash and cash equivalents	$ 964	$ 10,197
Accounts receivable	0	45
Inventory	15,212	6,398
Total current assets	16,176	16,640
Total Assets	16,176	16,640
Current liabilities
Accounts payable and accrued liabilities	163,182	68,746
Derivative liability	187,880	254,952
Convertible notes, net of unamortized debt discounts of $0 and $172,735	440,000	267,265
Total current liabilities	791,062	590,963
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 November 30, 2016 and August 31, 2016	1	1
Common stock, $0.001 par value, 580,000,000 shares authorized, 77,775,303 shares issued and outstanding as of November 30, 2016 and August 31, 2016	77,775	77,775
Additional paid-in capital	718,487	718,487
Subscription receivable	(5,372)	(5,372)
Accumulated deficit	(1,565,777)	(1,365,214)
Total stockholders’ equity (deficit)	(774,886)	(574,323)
Total liabilities and stockholders’ equity (deficit)	$ 16,176	$ 16,640

XML

BALANCE SHEETS (Parentheticals) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
unamortized debt discounts (in Dollars)	$ 0	$ 172,735
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	580,000,000	580,000,000
Common stock, shares issued	77,775,303	77,775,303
Common stock, shares outstanding	77,775,303	77,775,303

XML

STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Revenue	$ 230	$ 0
Cost of good sold	34	0
Net revenue	196	0
Operating expenses:
General and administrative	66,153	10,437
Professional fees	17,973	5,450
Depreciation	0	546
Total operating expenses	84,126	16,433
Net Operating Loss	(83,930)	(16,433)
Other income (expense):
Interest expense	(183,705)	(2,253)
Change in fair value of derivative liability	67,072	0
Total other expense, net	(116,633)	(2,253)
Loss before provision for income taxes	(200,563)	(18,686)
Provision for income taxes	0	0
Net loss	$ (200,563)	$ (18,686)
Net loss per share - basic (in Dollars per share)	$ 0.00	$ 0.00
Net loss per share - diluted (in Dollars per share)	$ 0.00	$ 0.00
Weighted average shares outstanding - basic (in Shares)	77,775,303	48,724,757
Weighted average shares outstanding - diluted (in Shares)	77,775,303	48,724,757

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STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (200,563)	$ (18,686)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	0	546
Change in fair value of derivative liability	(67,072)	0
Amortization of discount on convertible debt	172,735	1,700
Imputed interest	0	553
Changes in assets and liabilities:
Accounts receivable	45	0
Inventory	(8,814)	0
Accounts payable and accrued liabilities	94,436	(313)
Net cash used in operating activities	(9,233)	(16,200)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	0	14,500
Proceeds from convertible debt - related party	0	1,700
Net cash provided by financing activities	0	16,200
Net increase in cash and cash equivalents	(9,233)	0
Cash and cash equivalents at beginning of period	10,197	0
Cash and cash equivalents at end of period	964	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on Convertible Debt and Accrued Interest	0	1,700
Stock issued for conversion of debt	0	40,244
Stock issued for subscription receivable	$ 0	$ 5,372

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Note 1 - Nature of Business and Significant Accounting Policies

3 Months Ended

Nov. 30, 2016

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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 market and distribute quality dietary supplements throughout the United States.

Basis of Presentation

The unaudited 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 $964 and $10,197 as of November 30, 2016 and August 31, 2016.

Inventory

Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method.  The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at November 30, 2016. 

Intangible Assets

Intangible assets generally arise from business combinations accounted for under the purchase method.  The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired.

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

As of November 30, 2016 and August 31, 2016 the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 and $546 for the three months ended November 30, 2016 and 2015.

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.

Revenue Recognition

The Company recognizes revenue upon product delivery. All of our products are shipped through a third party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling   price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  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.

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.

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.

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 - quoted prices in active markets include cash.

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2016 and August 31, 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses.

Derivative Financial Instruments

Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 7).

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 stock 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 stock 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.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. 

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Note 2 - Going Concern

3 Months Ended

Nov. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

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 $1,565,777 and a working capital deficit of $774,886 as of November 30, 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.

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Note 3 - Change of Control

3 Months Ended

Nov. 30, 2016

Change Of Control [Abstract]

Change Of Control [Text Block]

Note 3 – Change of Control

On April 25, 2016, shareholders holding 55,030,600 shares of the outstanding common stock of the Company, representing approximately 71% of the Company’s outstanding shares, acted by written consent to remove the Company’s existing members of the Board of Directors, and in their place appoint David Lelong as the sole director of the Company. Previously, on February 4, 2016, shareholders representing a majority of the outstanding common stock of the Company acted by written consent to remove the Company’s directors and appoint Mr. Lelong as sole director of the Company, and following the February 4, 2016 shareholder action, Mr. Lelong, acting as sole director, replaced Mr. Gerald Ricks as President, Chief Executive Officer and Chairman of the Company. However, under Nevada law, directors may be removed only by shareholders representing two-thirds of outstanding shares; consequently the February 4, 2016 shareholder action was not valid, and on April 25, 2016 the Company sought, and received, new approval from shareholders representing a sufficient percentage of outstanding shares to act validly under Nevada law.

On April 29, 2016, the Board acted to ratify the removal of Mr. Ricks from all positions held by him as an executive officer of the Company, and also ratified the appointment of Mr. Lelong as President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board.

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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Note 4 - Note Receivable

3 Months Ended

Nov. 30, 2016

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 4 – Note Receivable

On September 15, 2016 the Company and a third party entered into a stock purchase agreement where the Company sold 100% of the outstanding shares of its shell company, Be Tru Organics, Inc., a Nevada corporation in exchange for a $5,000 promissory note, bearing interest at 10% per month and due November 15, 2016.  During the three months ended November 2016 the Company received $5,000 from the repayment of the note receivable.

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Note 5 - Accounts Payable and Accrued Liabilities

3 Months Ended

Nov. 30, 2016

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 5 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

	November 30, 2016		August 31, 2016
Trade accounts payable		87,457		28,371
Payroll and related		51,283		26,903
Accrued interest		24,442		13,472
		163,182		68,746

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Note 6 - Related Party Transactions

3 Months Ended

Nov. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 6 – Related Party Transactions

Former Majority Shareholder – BK Consulting

On October 28, 2015, the Company issued an unsecured convertible loan to a related party 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 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 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.

As of November 30, 2016 and August 31, 2016 the balance of the BK Consulting convertible debt was $0 and $0.  The Company records imputed interest on all outstanding convertible notes at a rate of 8%.  The Company recorded imputed interest in the amount of $0 and $553 during the three months ended November 30, 2016 and 2015.

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Note 7 - Derivative Liability

3 Months Ended

Nov. 30, 2016

Disclosure Text Block [Abstract]

Derivatives and Fair Value [Text Block]

Note 7 – Derivative Liability

The Company entered into convertible note agreements containing beneficial conversion features.  One of the features is a ratchet reset provision which allows the note holders to reduce the conversion price should the Company issue equity with an effective price per share that is lower than the stated conversion price in the note agreement (see note 10). The Company accounts for the fair value of the conversion feature in accordance with ASC 815, Accounting for Derivatives and Hedging and EITF 07-05, the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcate treated as a derivative liability. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations.

The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the period ended November 30, 2016:

	Derivative
	Liability
Liabilities Measured at Fair Value
Balance as of August 31, 2016		$	254,952
Issuances			-
Revaluation gain			(67,072	)
Balance as of November 30, 2016		$	187,880

During the three months ended November 30, 2016, the Company recognized a gain on the fair value of the derivative liability in the amount of $67,072 reducing the fair value of the derivative liability to $187,880.

The derivative liabilities incurred valued based upon the following assumptions and key inputs at November 30, 2016 and August 31, 2016:

	November 30,				August 31,
Assumption	2016				2016
Expected dividends:			0	%			0	%
Expected volatility:			37.8	%			244.4	%
Expected term (years):	0.04 years				0.20 years
Risk free interest rate:			0.38				0.26	%
Stock price		$	1.25			$	1.89

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Note 8 - Convertible Notes Payable

3 Months Ended

Nov. 30, 2016

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8 – Convertible Notes Payable

3.5% OID Convertible Notes

On May 11, 2016 the Company entered into Securities Purchase Agreements with certain purchasers (“the Holders”).  The Company issued 3.5% original issue discount (“OID”) senior secured convertible promissory notes having an aggregate face amount of $440,000 (the “3.5% OID Convertible Notes”).  These notes bear interest at a rate of 10% per annum and mature in six months.  The Company received cash proceeds of $424,600 net of the 3.5% original issue discount of $15,400.  At the Holders option the principal and accrued interest under the Notes are convertible into common stock at a rate of $0.50 per share and have a full reset feature.  The Notes are secured by all assets of the Company.  The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity. During November 2016 Company entered into forbearance agreements with the investors extending its time to pay the Notes until December 16, 2016. See Note 12.

In addition the Company issued to the Holders an aggregate of 200,000 shares of common stock value at $360,000 as commitment shares.  These shares were issued during the period and are considered a discount to the Notes.  Due to the reset feature of the conversion price of the convertible notes, the Company concluded that a derivative liability existed at the date of issuance and recorded a derivative liability in the amount of $192,841 (see note 7).  The sum of the value of the derivative liability of $192,841, the original issue discount of $15,400,  and the discount attributable to the 200,000 commitment shares of $360,000 was $568,241, which exceeded the $440,000 face amount of the 3.5% OID Convertible Notes by $128,241; this amount was charged to interest expense during the year ended August 31, 2016.  During the three months ended November 30, 2016 the Company amortized $172,735 of these discounts were charged to interest expense.  As of November 30, 2016 and August 31, 2016 the balance due on the 3.5% OID Convertible Notes was $440,000 and $267,265 net of unamortized debt discounts of $0 and $172,735, respectively.

During the three months ended November 30, 2016, the Company accrued interest on the 3.5% OID Convertible Notes in the amount of $10,970.  Accrued interest on these notes is convertible to common stock at the same terms as the principal. 

BK Consulting Notes

On October 28, 2015, the Company issued an unsecured convertible loan to a related party 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.

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.

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 three months ended November 30, 2015, the Company recorded debt discounts in the amount of $1,700, respectively.  During the three months ended November 30, 2016, the Company amortized debt discounts to interest expense in the aggregate amount of $1,700.

As of November 30, 2016 and August 31, 2016 the balance of the convertible debt due to BK Consulting was $0 and $0.  The Company recorded imputed interest on all outstanding BK Consulting convertible notes at a rate of 8%.  The Company recorded imputed interest in the amount of $0 and $553 during the three months ended November 30, 2016 and 2015 related to the BK Consulting convertible notes.

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Note 9 - Stockholders' Equity

3 Months Ended

Nov. 30, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 9 – Stockholders’ Equity

Preferred stock

The Company is authorized to issue 20,000,000 shares of $0.001 par value preferred stock as of November 30, 2016 and August 31, 2016.  The Company has 1,000 shares of preferred stock issued and outstanding as of November 30, 2016 and August 31, 2016.

Common stock

The Company is authorized to issue 580,000,000 shares of $0.001 par value common stock as of November 30, 2016 and August 31, 2016.  The Company has 77,775,303 and 77,775,303 shares of common stock issued and outstanding as of November 30, 2016 and August 31, 2016.

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 August 31, 2016, subscription receivables were $5,372.

On May 11, 2016, the Company issued 200,000 shares of common stock, valued at $360,000 as commitment shares to convertible note holders.  These shares were issued at fair value based on the market price at issuance of $1.80 per share.

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Note 10 - Fair Value of Financial Instruments

3 Months Ended

Nov. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 10 – 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, accounts payable 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 other items that required fair value measurement on a recurring basis.

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.

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 summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at November 30, 2016 and August 31, 2016.

	November 30, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	187,880		$	187,880

	August 31, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	254,952		$	254,952

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Note 11 - Asset Purchase Agreement

3 Months Ended

Nov. 30, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 11 – Asset Purchase Agreement

On May 18, 2016 the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Sharp Innovations, LLC (“Seller”) to acquire certain assets  consisting of (a) tangible assets of Seller consisting of approximately 450 containers of that performance drink currently marketed under the name “sports leg and lung”; (b) all intangible assets of Seller, including goodwill, licenses, patents, trade secrets, trademarks, copyrights, marketing rights, etc., specifically relating to and including certain intellectual property described as: that certain website URL www.sportslegandlung.com, the product formula for that performance drink currently marketed under the name “sports leg and lung”, all proprietary data owned and collected by the Seller with respect to the Product, and all rights of any description related to two future product formulations (one for weight loss and one for anti-aging, both of which the Seller has agreed to develop to completion and timely deliver to the Purchaser at no further charge).  The purchase price consisted of Two Hundred Fifty Thousand ($250,000) Dollars in cash.  The acquisition of the assets has been accounted for as a purchase in accordance with ASC Topic 805 Business Combinations and the assets have been included in the Company’s financial statements since May 18, 2016.  The Company obtained a third-party independent valuation of the assets acquired.

The acquisition date estimated fair value prior to impairment of assets acquired consisted of following:

Inventory	$	1,049
Intangible assets		248,951
Total purchase price	$	250,000

During the year ended August 31, 2016 the Company performed test on intangible assets and recorded an intangible asset impairment loss of $248,951.

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Note 12 - Subsequent Events

3 Months Ended

Nov. 30, 2016

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 12 – Subsequent Events

During December 2016 Company entered into forbearance agreements with the investors of the 3.5% OID Convertible Notes extending the maturity dates to February and March 2017. To extend a Note until February 15, 2017, the Company paid the holder $50,000 in cash, reducing the principal to $102,113 which includes a $7,500 penalty. If the Note is not paid, the $50,000 will be added to the principal. The other Notes were extended to March 31, 2017 in exchange for increasing the $336,787 principal including penalties to approximately $490,389 and issuing the lender 35,000 shares of common stock.

On January 4, 2017 the Company entered into a promissory note with David Lelong, the Company’s CEO. The Company issued the promissory note with a face amount of $52,000.  This note bears interest at a rate of 2% per annum and is due on demand.

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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Accounting Policies, by Policy (Policies)

3 Months Ended

Nov. 30, 2016

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The unaudited 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, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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 $964 and $10,197 as of November 30, 2016 and August 31, 2016.

Inventory, Policy [Policy Text Block]

Inventory

Inventory consists of finished goods and is stated at the lower of cost or market by the first-in, first-out method.  The Company is currently marketing three products under the names “Ultra Peak T”, “Sports Leg and Lung Formula” and “Pain-Freeze Recovery Gel” which are included in inventory at November 30, 2016.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Intangible assets generally arise from business combinations accounted for under the purchase method.  The Company performs an annual review or more frequently if indicators of potential impairment exist, to determine if the recorded intangible assets are impaired.

Property, Plant and Equipment, Policy [Policy Text Block]

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

As of November 30, 2016 and August 31, 2016 the Company’s property and equipment had been fully depreciated. The Company recorded depreciation expense of $0 and $546 for the three months ended November 30, 2016 and 2015.

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.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company recognizes revenue upon product delivery. All of our products are shipped through a third party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling   price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  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.

Income Tax, Policy [Policy Text Block]

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.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);

Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 - quoted prices in active markets include cash.

These condensed consolidated financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2016 and August 31, 2016. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments

Derivatives are recorded on the condensed consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model we use for determining fair value of our derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (see note 7).

Earnings Per Share, Policy [Policy Text Block]

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 stock 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 stock 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.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by long-term leases. The update also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. Accounting by lessors will remain largely unchanged. This update is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. Adoption will require a modified retrospective approach beginning with the earliest period presented. We are currently evaluating the potential impact of the update on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). The update covers such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2016, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230). The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted. We are currently evaluating the potential impact of the update on our financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

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Note 1 - Nature of Business and Significant Accounting Policies (Tables)

3 Months Ended

Nov. 30, 2016

Estimated Useful Lives [Member]

Note 1 - Nature of Business and Significant Accounting Policies (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

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

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Note 5 - Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Nov. 30, 2016

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accounts payable and accrued liabilities consist of the following:

	November 30, 2016		August 31, 2016
Trade accounts payable		87,457		28,371
Payroll and related		51,283		26,903
Accrued interest		24,442		13,472
		163,182		68,746

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Note 7 - Derivative Liability (Tables)

3 Months Ended

Nov. 30, 2016

Disclosure Text Block [Abstract]

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The Company recognized that the conversion feature embedded within its convertible debts is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities for the period ended November 30, 2016:

	Derivative
	Liability
Liabilities Measured at Fair Value
Balance as of August 31, 2016		$	254,952
Issuances			-
Revaluation gain			(67,072	)
Balance as of November 30, 2016		$	187,880

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The derivative liabilities incurred valued based upon the following assumptions and key inputs at November 30, 2016 and August 31, 2016:

	November 30,				August 31,
Assumption	2016				2016
Expected dividends:			0	%			0	%
Expected volatility:			37.8	%			244.4	%
Expected term (years):	0.04 years				0.20 years
Risk free interest rate:			0.38				0.26	%
Stock price		$	1.25			$	1.89

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Note 10 - Fair Value of Financial Instruments (Tables)

3 Months Ended

Nov. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following summarized the Company’s financial liabilities that are recorded at fair value on a recurring basis at November 30, 2016 and August 31, 2016.

	November 30, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	187,880		$	187,880

	August 31, 2016
	Level 1			Level 2			Level 3			Total
Liabilities
Derivative liabilities		$	-		$	-		$	254,952		$	254,952

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Note 11 - Asset Purchase Agreement (Tables)

3 Months Ended

Nov. 30, 2016

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The acquisition date estimated fair value prior to impairment of assets acquired consisted of following:

Inventory	$	1,049
Intangible assets		248,951
Total purchase price	$	250,000

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Note 1 - Nature of Business and Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016	Aug. 31, 2015
Accounting Policies [Abstract]
Cash, FDIC Insured Amount	$ 250,000
Cash and Cash Equivalents, at Carrying Value	964	$ 0	$ 10,197	$ 0
Depreciation	$ 0	$ 546

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Note 1 - Nature of Business and Significant Accounting Policies (Details) - Schedule of Property, Plant and Equipment, Estimated Useful Lives	12 Months Ended
	Aug. 31, 2016
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years

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Note 2 - Going Concern (Details) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ (1,565,777)	$ (1,365,214)
Working Capital (Deficit)	$ (774,886)

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Note 4 - Note Receivable (Details) - USD ($)		3 Months Ended
	Sep. 15, 2016	Nov. 30, 2016
Receivables [Abstract]
Sale of Stock, Percentage of Ownership before Transaction	100.00%
Note Acquired	$ 5,000
Note Receivable, Interest Rate	10.00%
Proceeds from Collection of Notes Receivable		$ 5,000

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Note 5 - Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Schedule of Accounts Payable and Accrued Liabilities [Abstract]
Trade accounts payable	$ 87,457	$ 28,371
Payroll and related	51,283	26,903
Accrued interest	24,442	13,472
	$ 163,182	$ 68,746

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Note 6 - Related Party Transactions (Details) - USD ($)				3 Months Ended
	Nov. 10, 2015	Nov. 02, 2015	Oct. 28, 2015	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Note 6 - Related Party Transactions (Details) [Line Items]
Debt Instrument, Convertible, Beneficial Conversion Feature				$ 0	$ 1,700
Debt Conversion, Original Debt, Amount				0	40,244
Debt Instrument, Unamortized Discount				0		$ 172,735
Due to Related Parties, Current					0	$ 0
Imputed Interest, Debt				$ 0	553
BK Consulting Notes [Member] | Convertible Notes Payable [Member]
Note 6 - Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount			$ 1,700
Debt Instrument, Interest Rate Terms			non-interest bearing
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.002	$ 0.002	$ 0.002
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 1,700		1,700
Debt Conversion, Original Debt, Amount	$ 10,744	$ 29,500
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	5,371,500	14,750,400
Debt Instrument, Unamortized Discount		$ 10,744	$ 1,700
Gain (Loss) on Extinguishment of Debt	$ 0	$ 0
Imputed Interest, Rate Stated Percentage				8.00%		8.00%
Imputed Interest, Debt				$ 0	$ 553

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Note 7 - Derivative Liability (Details) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Disclosure Text Block [Abstract]
Derivative, Gain (Loss) on Derivative, Net	$ 67,072	$ 0
Derivative Liability, Current	$ 187,880		$ 254,952

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Note 7 - Derivative Liability (Details) - Fair Value, Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation	3 Months Ended
	Nov. 30, 2016 USD ($)
Fair Value, Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Balance as of August 31, 2016	$ 254,952
Issuances	0
Revaluation gain	(67,072)
Balance as of November 30, 2016	$ 187,880

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Note 7 - Derivative Liability (Details) - Fair Value Measurements, Recurring, Valuation Techniques - $ / shares	3 Months Ended	12 Months Ended
	Nov. 30, 2016	Aug. 31, 2016
Fair Value Measurements, Recurring, Valuation Techniques [Abstract]
Expected dividends:	0.00%	0.00%
Expected volatility:	37.80%	244.40%
Expected term (years):	14 days	73 days
Risk free interest rate:	0.38%	0.26%
Stock price (in Dollars per share)	$ 1.25	$ 1.89

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Note 8 - Convertible Notes Payable (Details) - USD ($)					1 Months Ended	3 Months Ended		12 Months Ended
	May 11, 2016	Nov. 10, 2015	Nov. 02, 2015	Oct. 28, 2015	Nov. 30, 2016	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount					$ 0	$ 0		$ 172,735
Amortization of Debt Discount (Premium)						172,735	$ 1,700
Debt Conversion, Original Debt, Amount						0	40,244
Debt Instrument, Convertible, Beneficial Conversion Feature						0	1,700
Imputed Interest, Debt						0	553
3.5% OID Notes [Member] | Convertible Notes Payable [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Face Amount	$ 440,000
Debt Instrument, Original Issue Discount, Percentage	3.50%
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Term	6 months
Proceeds from Convertible Debt	$ 424,600
Debt Instrument, Unamortized Discount					$ 0	0		172,735
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.50
Debt Instrument, Payment Terms	The Company at any time may prepay in whole or in part the outstanding principal and accrued interest at 125% during the first 90 days and 130% for the period from the 91st day through maturity.
Debt Instrument, Maturity Date					Dec. 16, 2016
Stock Issued During Period, Shares, Other (in Shares)	200,000
Stock Issued During Period, Value, Other	$ 360,000
Derivative Liability	192,841
Amortization of Debt Discount (Premium)						172,735
Convertible Debt, Current					$ 440,000	440,000		267,265
Interest Payable					10,970	10,970
3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Original Issue Discount [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount	15,400
3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Derivative Liability [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount	192,841
3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Commitment Shares [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount	360,000
3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Total Discounts [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount	$ 568,241
3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Excess Discount Charged to Interest [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Other Nonoperating Expense								128,241
BK Consulting Notes [Member] | Convertible Notes Payable [Member]
Note 8 - Convertible Notes Payable (Details) [Line Items]
Debt Instrument, Face Amount				$ 1,700
Debt Instrument, Unamortized Discount			$ 10,744	$ 1,700
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.002	$ 0.002	$ 0.002
Amortization of Debt Discount (Premium)						1,700
Convertible Debt, Current					$ 0	$ 0		$ 0
Debt Instrument, Interest Rate Terms				non-interest bearing
Debt Conversion, Original Debt, Amount		$ 10,744	$ 29,500
Debt Conversion, Converted Instrument, Shares Issued (in Shares)		5,371,500	14,750,400
Gain (Loss) on Extinguishment of Debt		$ 0	$ 0
Debt Instrument, Convertible, Beneficial Conversion Feature				$ 1,700			1,700
Imputed Interest, Rate Stated Percentage					8.00%	8.00%		8.00%
Imputed Interest, Debt						$ 0	$ 553

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Note 9 - Stockholders' Equity (Details) - USD ($)						3 Months Ended
	May 11, 2016	Nov. 11, 2015	Nov. 10, 2015	Nov. 03, 2015	Nov. 02, 2015	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016	Oct. 28, 2015
Note 9 - Stockholders' Equity (Details) [Line Items]
Preferred Stock, Shares Authorized						20,000,000		20,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)						$ 0.001		$ 0.001
Preferred Stock, Shares Issued						1,000		1,000
Preferred Stock, Shares Outstanding						1,000		1,000
Common Stock, Shares Authorized						580,000,000		580,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)						$ 0.001		$ 0.001
Common Stock, Shares, Issued						77,775,303		77,775,303
Common Stock, Shares, Outstanding						77,775,303		77,775,303
Debt Conversion, Original Debt, Amount (in Dollars)						$ 0	$ 40,244
Proceeds from Issuance of Common Stock (in Dollars)						$ 0	$ 14,500
Stockholders' Equity Note, Subscriptions Receivable (in Dollars)								$ 5,372
Stock Subscription Receivable [Member]
Note 9 - Stockholders' Equity (Details) [Line Items]
Sale of Stock, Price Per Share (in Dollars per share)		$ 0.001
Stock Issued During Period, Shares, Other		5,371,500
Stock Issued During Period, Value, Other (in Dollars)		$ 5,372
Investor [Member]
Note 9 - Stockholders' Equity (Details) [Line Items]
Stock Issued During Period, Shares, New Issues				14,500,000
Sale of Stock, Price Per Share (in Dollars per share)				$ 0.001
Proceeds from Issuance of Common Stock (in Dollars)				$ 14,500
BK Consulting Notes [Member] | Convertible Notes Payable [Member]
Note 9 - Stockholders' Equity (Details) [Line Items]
Debt Conversion, Original Debt, Amount (in Dollars)			$ 10,744		$ 29,500
Debt Conversion, Converted Instrument, Shares Issued			5,371,500		14,750,400
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.002		$ 0.002				$ 0.002
3.5% OID Notes [Member] | Convertible Notes Payable [Member]
Note 9 - Stockholders' Equity (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.50
Stock Issued During Period, Shares, Other	200,000
Stock Issued During Period, Value, Other (in Dollars)	$ 360,000
Shares Issued, Price Per Share (in Dollars per share)	$ 1.80

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Note 10 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Note 10 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items]
Derivative liabilities	$ 187,880	$ 254,952
Fair Value, Inputs, Level 1 [Member]
Note 10 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items]
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Note 10 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items]
Derivative liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Note 10 - Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items]
Derivative liabilities	$ 187,880	$ 254,952

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Note 11 - Asset Purchase Agreement (Details) - USD ($)		12 Months Ended
	May 18, 2015	Aug. 31, 2016
Business Combinations [Abstract]
Asset Acquisition, Description	(a) tangible assets of Seller consisting of approximately 450 containers of that performance drink currently marketed under the name “sports leg and lung”; (b) all intangible assets of Seller, including goodwill, licenses, patents, trade secrets, trademarks, copyrights, marketing rights, etc., specifically relating to and including certain intellectual property described as: that certain website URL www.sportslegandlung.com, the product formula for that performance drink currently marketed under the name “sports leg and lung”, all proprietary data owned and collected by the Seller with respect to the Product, and all rights of any description related to two future product formulations (one for weight loss and one for anti-aging, both of which the Seller has agreed to develop to completion and timely deliver to the Purchaser at no further charge)
Purchase Price of Inventory and Intangibles	$ 250,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		$ 248,951

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Note 11 - Asset Purchase Agreement (Details) - Schedule of Recognized Identified Assets Acquired	May 18, 2016 USD ($)
Schedule of Recognized Identified Assets Acquired [Abstract]
Inventory	$ 1,049
Intangible asset	248,951
Total purchase price	$ 250,000

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Note 12 - Subsequent Events (Details) - USD ($)	1 Months Ended
	Dec. 31, 2016	Jan. 04, 2017	Nov. 30, 2016	Aug. 31, 2016
Note 12 - Subsequent Events (Details) [Line Items]
Convertible Notes Payable, Current			$ 440,000	$ 267,265
Chief Executive Officer [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Debt Instrument, Face Amount		$ 52,000
Debt Instrument, Interest Rate, Stated Percentage		2.00%
One Holder of 3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Debt Instrument, Maturity Date	Feb. 15, 2017
Repayments of Notes Payable	$ 50,000
Convertible Notes Payable, Current	102,113
Debt Instrument, Fee Amount	$ 7,500
Debt Instrument, Payment Terms	If the Note is not paid, the $50,000 will be added to the principal.
Two Holders of 3.5% OID Notes [Member] | Convertible Notes Payable [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Convertible Notes Payable, Current			$ 336,787
Two Holders of 3.5% OID Notes [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member]
Note 12 - Subsequent Events (Details) [Line Items]
Debt Instrument, Maturity Date	Mar. 31, 2017
Debt Instrument, Face Amount	$ 490,389
Stock Issued During Period, Shares, Other (in Shares)	35,000