Unassociated Document


    Exhibit
10.2

     

    CONFIDENTIAL
LIMITED OFFERING MEMORANDUM

    Confidential
Number:______________ 

    


    Sport
Endurance, Inc.

    


    $15,000

    3,000,000
shares of Preferred (“Shares”)

    $.0025
per share

    Minimum
Offering Amount: 1,000,000 Shares

     ($5,000)
Minimum Subscription (1)

    


    Sport
Endurance, Inc. (the “Company” or “SEI”), a Nevada Corporation, is offering
3,000,000 shares of Common Stock for $.0025 per share.

    The offering price per share has
been arbitrarily determined by the Company - See Risk
Factors:  Offering Price.

    


    THESE
ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK.  ONLY
THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST
IN THESE SHARES.

    


    THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF NEVADA, OR
UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON
THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506
PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED
BY OTHER APPLICABLE SECURITIES LAWS.

     

    
      
        

      

       

    

    
      	 
      	
              Sale
      Price

            	
              Number
      of shares

            	
              Selling
      Commissions (1)

            	
              Proceeds
      To Company (2)

            
	
              Per
      Share

            	
              $.0025

            	
              1

            	
              $.00

            	
              $.0

            
	
              Minimum

            	
              $5,000

            	
              2,000,000

            	
              $500

            	
              $4,500

            
	
              Maximum

            	
              $7,500

            	
              3,000,000

            	
              $750

            	
              $6,750

            


    

     

     

      
        

      

    

    (Footnotes
On Page 2)

    Sport
Endurance, Inc.

    2620
South Maryland Parkway #819

    Las
Vegas, Nevada 89109

    Tel.:
(877) 255-9218

    The Date
of this Memorandum is August 15, 2009

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    (1)  The
Company reserves the right to waive the 2,000,000 preferred Share minimum
subscription for any investor.  The Offering is not
underwritten.  The Shares are offered on a “best efforts” basis by the
Company through its officers and directors. The Company has set a minimum
offering amount of 2,000,000 Shares with minimum gross proceeds of $5,000 for
this Offering.  Upon the sale of 2,000,000 Shares, all proceeds will
be delivered directly to the Company’s corporate account and be available for
use by the Company at its discretion (Florida, Georgia, and Pennsylvania
Residents see NASAA Legend). Shares may also be sold by NASD member brokers or
dealers who enter into a Participating Dealer Agreement with the Company, who
will receive commissions of up to 10% of the price of the Shares,
sold.  The Company reserves the right to pay expenses related to this
Offering from the proceeds of the Offering.  See “Plan of Placement
and Use of Proceeds.”

     

    (2)  The
Offering will terminate on the earliest of:  (a) the date the Company,
in its discretion, elects to terminate, or (b) the date upon which all Shares
have been sold, or (c) December 10, 2009, or such date as may be extended from
time to time by the Company, but not later than 180 days thereafter (the
“Offering Period”.)

     

    THIS
OFFERING IS NOT UNDERWRITTEN.  THE OFFERING PRICE HAS BEEN ARBITRARILY
SET BY THE MANAGEMENT OF THE COMPANY.  THERE CAN BE NO ASSURANCE THAT
ANY OF THE SECURITIES WILL BE SOLD.

     

    THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY
REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR
COMPLETENESS.  BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED,
THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN
INVESTOR.  EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION
THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD,
SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE
SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.  THERE IS NO TRADING MARKET FOR
THE COMPANY’S SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL
DEVELOP IN THE FUTURE OR THAT THE SECURITIES WILL BE ACCEPTED FOR INCLUSION ON
NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE.  THE
COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE
SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF
THE SECURITIES IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER
THE SECURITIES ACT.  ACCORDINGLY, THE SALE, TRANSFER, OR OTHER
DISPOSITION OF ANY OF THE SHARES WHICH ARE PURCHASED PURSUANT HERETO MAY BE
RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE
RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT
REFERRED TO HEREIN.  THE OFFERING PRICE OF THE SECURITIES HAS BEEN
ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY
SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY
OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    No person
is authorized to give any information or make any representation not contained
in the Memorandum and any information or representation not contained herein
must not be relied upon.  Nothing in this Memorandum should be
construed as legal or tax advice.

     

    All of
the information provided herein has been provided by the Management of the
Company.  The Company makes no express or implied representation or
warranty as to the completeness of this information or, in the case of
projections, estimates, future plans, or forward looking assumptions or
statements, as to their attainability or the accuracy and completeness of the
assumptions from which they are derived, and it is expected that each
prospective investor will pursue his, her, or its own independent
investigation.  It must be recognized that estimates of the Company’s
performance are necessarily subject to a high degree of uncertainty and may vary
materially from actual results.

     

    No
general solicitation or advertising in whatever form will or may be employed in
the offering of the securities, except for this Memorandum (including any
amendments and supplements hereto), the exhibits hereto and documents summarized
herein, or as provided for under Regulation D of the Securities Act of
1933.  Other than the Company’s management, no one has been authorized
to give any information or to make any representation with respect to the
Company or the Securities that is not contained in this
Memorandum.  Prospective investors should not rely on any information
not contained in this Memorandum.

     

    This
Memorandum does not constitute an offer to sell or a solicitation of an offer to
buy to anyone in any jurisdiction in which such offer or solicitation would be
unlawful or is not authorized or in which the person making such offer or
solicitation is not qualified to do so.

     

    This
Memorandum does not constitute an offer if the prospective investor is not
qualified under applicable securities laws.

     

    This
offering is made subject to withdrawal, cancellation, or modification by the
Company without notice and solely at the Company’s discretion.  The
Company reserves the right to reject any subscription or to allot to any
prospective investor less than the number of shares subscribed for by such
prospective investor.

     

    This
Memorandum has been prepared solely for the information of the person to whom it
has been delivered by or on behalf of the Company.  Distribution of
this Memorandum to any person other than the prospective investor to whom this
Memorandum is delivered by the Company and those persons retained to advise them
with respect thereto is unauthorized.  Any reproduction of this
Memorandum, in whole or in part, or the divulgence of any of the contents
without the prior written consent of the Company is strictly
prohibited.  Each prospective investor, by accepting delivery of this
Memorandum, agrees to return it and all other documents received by them to the
Company if the prospective investor’s subscription is not accepted or if the
Offering is terminated.

     

    By
acceptance of this Memorandum, prospective investors recognize and accept the
need to conduct their own thorough investigation and due diligence before
considering a purchase of the Shares.  The contents of this Memorandum
should not be considered to be investment, tax, or legal advice and each
prospective investor should consult with their own counsel and advisors as to
all matters concerning an investment in this Offering.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    NASAA
LEGEND

     

    IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     

    THESE
SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE
SECURITIES LAWS.  INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

     

    FOR FLORIDA RESIDENTS
ONLY:

     

    EACH
FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN HAS THE
RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, TO
WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND ON ALL
MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION
AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS
LATER.  WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY
PERSON.  TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A
LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS CONFIDENTIAL
TERM SHEET INDICATING HIS, HER, OR ITS INTENTION TO WITHDRAW.

     

    SUCH
LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY.  IT IS ADVISABLE TO SEND SUCH
LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED.  IF THE REQUEST
IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A
WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE
REQUESTED.

     

    FOR NEW JERSEY RESIDENTS
ONLY

     

    THIS
OFFERING IS MADE IN RELIANCE UPON NEW JERSEY STATE SECURITIES
STATUTES.  THE NAMES, ADDRESSES, AND NUMBER OF SHARES AND AMOUNT PAID
WILL BE FILED WITH THE STATE OF NEW JERSEY WITHIN 30 DAYS OF THE CLOSE OF THIS
OFFERING.  THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.  ANY FILING OF THIS
OFFERING DOCUMENT WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF
THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF
LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY.  ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    FOR PENNSYLVANIA RESIDENTS
ONLY

     

    PURSUANT
TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, “EACH PERSON WHO
ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION
209(D), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THE ISSUER, SHALL HAVE THE
RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER,
UNDERWRITER (IF ANY), OR ANY OTHER PERSON WITHIN 2 BUSINESS DAYS AFTER THE
ISSUER RECEIVES A SIGNED SUBSCRIPTION AGREEMENT.”  TO ACCOMPLISH THIS
WITHDRAWAL, THE COMPANY RECOMMENDS THAT A SUBSCRIBER SEND A LETTER OR TELEGRAM
INDICATING HIS OR HER INTENTION TO WITHDRAW TO THE COMPANY AT THE ADDRESS OF THE
COMPANY SET FORTH IN THIS MEMORANDUM.  SUCH A LETTER OR TELEGRAM
SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND
BUSINESS DAY.  IF A SUBSCRIBER ELECTS TO SEND SUCH A LETTER, IT IS
PRUDENT TO SEND IT BY CERTIFIED OR REGISTERED MAIL AND RETURN RECEIPT REQUESTED,
TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS
MAILED.

     

    SHOULD A
SUBSCRIBER MAKE THIS REQUEST ORALLY, THE COMPANY RECOMMENDS THAT HE/SHE REQUEST
A WRITTEN CONFIRMATION FROM THE COMPANY THAT THE REQUEST HAS BEEN RECEIVED
WITHIN THE PRESCRIBED TIME.

     

    FOR CONNECTICUT RESIDENTS
ONLY

     

    THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT
UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED
UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

    FOR NEW YORK RESIDENTS
ONLY

     

    THIS
OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE
OF NEW YORK PRIOR TO ITS ISSUANCE AND USE.  THE ATTORNEY GENERAL OF
THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THE
OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    FOR OKLAHOMA RESIDENTS
ONLY

     

    THESE
SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE OKLAHOMA
SECURITIES ACT.  A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE OKLAHOMA SECRETARY OF STATE OR WITH THE SECURITIES
AND EXCHANGE COMMISSION.  NEITHER THE SECRETARY OF STATE NOR THE
SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THESE
SECURITIES, NOR HAS APPROVED OR DISAPPROVED OF THIS OFFERING.  THE
SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER
SECURITIES.

     

    THERE IS
NO ESTABLISHED MARKET FOR THESE SECURITIES AND THERE MAY NOT BE ANY MARKET FOR
THESE SECURITIES IN THE FUTURE.  THE SUBSCRIPTION PRICE OF THE
SECURITIES HAS BEEN ARBITRARILY DETERMINED BY THE ISSUER AND MAY NOT BE AN
ACCURATE INDICATION OF THE ACTUAL VALUE OF THE SECURITIES.

     

    THE
PURCHASER OF THESE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST
BE ABLE TO BEAR AN ENTIRE LOSS OF HIS OR HER INVESTMENT.  THESE
SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE YEAR EXCEPT IN A
TRANSACTION THAT IS EXEMPT UNDER THE OKLAHOMA SECURITIES ACT OR IN A TRANSACTION
THAT IS IN COMPLIANCE WITH THE OKLAHOMA SECURITIES ACT.

     

    FOR CALIFORNIA RESIDENTS
ONLY

     

    THE
PURCHASER MUST REPRESENT THAT HE IS PURCHASING FOR HIS OWN ACCOUNT (OR A TRUST
ACCOUNT IF HE IS A TRUSTEE) AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH THE OFFER AND SALE OF THE SECURITY; AND NO ADVERTISING IS USED IN
CONNECTION WITH THE OFFER AND SALE OF THE SECURITY.  A NOTICE, CONSENT
TO SERVICE OF PROCESS, AND A FILING FEE MUST BE FILED WITH THE COMMISSIONER NO
LATER THAN 15 CALENDAR DAYS AFTER THE FIRST SALE OF A SECURITY IN THIS
STATE.  IF IN CONNECTION WITH THE TRANSACTION THE ISSUER IS FILING A
NOTICE WITH THE SEC PURSUANT TO SECTION 4(6) OR REGULATION D, THE NOTICE TO
CALIFORNIA MAY BE A COPY OF THE FORM FIRST FILED PURSUANT TO SECTION 4(6) OR
REGULATION D.  OTHERWISE, THE NOTICE SHALL BE IN THE FORM SPECIFIED IN
RULE 260.102.14 OF THE CALIFORNIA CODE.  NO NOTICE IS REQUIRED IF NONE
OF THE SECURITIES ARE PURCHASED.

     

    FOR NEVADA RESIDENTS
ONLY

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE NEVADA UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING.  THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

       

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

       

      During
the course of the Offering and prior to any sale, each offeree of the Shares and
his or her professional advisor(s), if any, are invited to ask questions
concerning the terms and conditions of the Offering and to obtain any additional
information necessary to verify the accuracy of the information set forth
herein.  Such information will be provided to the extent the Company
possess such information or can acquire it without unreasonable effort or
expense.

       

      EACH
PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND
RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE
EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM.  IF YOU HAVE ANY QUESTIONS
WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR
DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM,
PLEASE WRITE OR CALL:

    

    


    


    Sport
Endurance, Inc.

    2620
South Maryland Parkway #819

    Las
Vegas, Nevada 89109

    Tel.:
(877) 255-9218

    


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


     

    


    Sport Endurance,
Inc.

     

    TABLE OF
CONTENTS

    


     

    
      	PART A	 
	
              Summary
      Of The Offering

            	
              9

            
	
              Requirements
      for Purchasers

            	
              11

            
	
              Forward
      Looking Information

            	
              13

            
	
              Risk
      Factors

            	
              14

            
	
              Use
      of Proceeds

            	
              20

            
	
              Management

            	
              21

            
	
              Management
      Compensation

            	
              21

            
	
              Principal
      Shareholders

            	
              23

            
	
              Litigation

            	
              23

            
	
              Description
      of Shares

            	
              23

            
	
              Transfer
      Agent and Registrar

            	
              24

            
	
              Plan
      of Placement

            	
              24

            
	
              Additional
      Information

            	
              25

            


    

     

    
      	PART B	 
	
              Business
      Plan

            	
              26

            


    

     

    
      	PART C	 
	
              Subscription
      Documents

            	
              34

            


    

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    Summary of the
Offering

    


    The
following material is intended to summarize information contained elsewhere in
this Limited Offering Memorandum (the “Memorandum”).  This summary is
qualified in its entirety by express reference to this Memorandum and the
materials referred to and contained herein.  Each prospective
subscriber should carefully review the entire Memorandum and all materials
referred to herein and conduct his or her own due diligence before subscribing
for Shares.

     

    The
Company

     

    The
Company’s legal structure was formed as a corporation under the laws of the
State of Nevada on January 1, 2001 under the name Cayenne Construction,
Inc.  The company was revived on July 28, 2009. The company changed
its name to Sport Endurance, Inc. on August 6, 2009. Its principal offices will
be located at 2620 South Maryland Parkway #819 Las Vegas, Nevada 89109 Tel.:
(877) 255-9218.

     

    Operations

     

    Sport
Endurance, Inc. will provide high quality and great tasting energy drinks and
energy shots. Sport
Endurance, Inc. develops, manufactures markets and distributes quality beverage,
snacks and dietary supplements products throughout the United
States.  The company has set out to develop an energy drink with a
positive, non-offensive name, award-winning taste and unbeatable
price.

     

    The
company offers its Shocking Great Taste energy drinks in 6 flavors. Mango Cream,
Raspberry Cream, Fruit Punch, Tropical, Doo Drop and Cran-Grape. The company
offers regular and sugar free versions of its best selling Mango Cream
flavor.  In September of 2009, Sport Endurance will launched its sugar
free energy shots. Offered in 4 flavors, Mango, Tropical, Fruit Punch and
Raspberry.

     

    SEE “PART
B - BUSINESS PLAN.”

     

    Business
Plan

     

    Sport
Endurance, Inc. Business Plan, included in this Memorandum, was prepared by the
Company using assumptions set forth in the Business Plan, including several
forward looking statements.  Each prospective investor should
carefully review the Business Plan before purchasing
Shares.  Management makes no representations as to the accuracy or
achievability of the underlying assumptions and projected results contained
herein.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
Offering

     

    The
Company is offering up to 3,000,000 Preferred Shares at a price of $.0025 per
Share, $0.001 par value.  Presently there are no preferred shares
outstanding.  The preferred shares convert as follows; one share of
preferred stock converts to three shares of common.

     

    Upon
completion of the Offering between 2,000,000 and 3,000,000 preferred shares will
be outstanding.  The company presently has 100,000,000 common shares
authorized with 29,200,000 out standing. Each purchaser must execute a
Subscription Agreement making certain representations and warranties to the
Company, including such purchaser’s qualifications as an Accredited Investor as
defined by the Securities and Exchange Commission in Rule 501(a) of Regulation D
promulgated, or one of 35 Non-Accredited Investors that may be allowed to
purchase Shares in this offering.  SEE “REQUIREMENTS FOR
PURCHASERS.”

     

    Risk
Factors

     

    See “RISK
FACTORS” in this Memorandum for certain factors that could adversely affect an
investment in the Shares.  Those factors include but are not limited to the
fact that distributor sales may be slow or the retail sales marketing program
takes longer to get started.

     

    Use of
Proceeds

     

    Proceeds
from the sale of Shares will be used for legal and accounting. SEE “USE OF
PROCEEDS.”

     

    Minimum
Offering Proceeds - Escrow of Subscription Proceeds

     

    The
Company has set a minimum offering proceeds figure of $5,000 (the “minimum
offering proceeds”) for this Offering.  The Company has not
established an Investment Holding Account and the proceeds of the sale of all
shares will be placed in the working capital account of the
company.  At least 2,000,000 Shares must be sold for $5,000 before
such proceeds will be released from the escrow account and utilized by the
Company.  After the minimum number of Shares are sold, all subsequent
proceeds from the sale of Shares will be delivered directly to the
Company.  SEE “PLAN OF PLACEMENT

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    Stockholders

     

    Upon the
sale of the minimum/ maximum number of preferred Shares from this Offering, the
number of issued and outstanding preferred shares of the Company’s stock will be
held as follows:

     

    
      	 
      	
              Minimum

            	
              Maximum

            	 
	
              Present
      Shareholders

            	
              0%

            	
              0%

            	 
	
              New
      Shareholders

            	
              100%

            	
              100%

            	 


    

    


    Registrar

     

    The
Company presently acts as the transfer agent with respect to its Shares of
Common and Preferred Stock. Sport Endurance, Inc.  is located at 2620 South Maryland
Parkway #819 Las Vegas, Nevada 89109 Tel.: (877) 255-9218.

     

    Subscription
Period

     

    The
Offering will terminate on the earliest of:  (a) the date the Company,
in its discretion, elects to terminate, or (b) the date upon which all Shares
have been sold, or (c) November 10, 2009 or such date as may be extended from
time to time by the Company, but not later than 180 days thereafter (the
“Offering Period”.)

    


    Requirements for
Purchasers

    


    Prospective
purchasers of the Shares offered by this Memorandum should give careful
consideration to certain risk factors described under “RISK AND OTHER IMPORTANT
FACTORS,” and especially to the speculative nature of this investment and the
limitations described under that caption with respect to the lack of a readily
available market for the Shares and the resulting long term nature of any
investment in the Company.  This Offering is available only to
suitable Accredited Investors or one of 35 Non-Accredited Investors that may be
allowed to purchase Shares, having adequate means to assume such risks and of
otherwise providing for their current needs and contingencies should consider
purchasing Shares.

     

    General Suitability
Standards

     

    The
Shares will not be sold to any person unless such prospective purchaser or his
or her duly authorized representative shall have represented in writing to the
Company in a Subscription Agreement that:

    


    
      (a)  The
prospective purchaser has adequate means of providing for his or her current
needs and
personal contingencies and has no need for liquidity in the investment of the
Shares;

       

      (b)  The
prospective purchaser’s overall commitment to investments which are not readily
marketable is not disproportionate to his, her, or its net worth and the
investment in the Shares will not cause such overall commitment to become
excessive; and

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (c)  The
prospective purchaser is an “Accredited Investor” (as defined below) suitable
for purchase in the Shares.

    

    


    Each
person acquiring Shares will be required to represent that he, she, or it is
purchasing the Shares for his, her, or its own account for investment purposes
and not with a view to resale or distribution.  See “SUBSCRIPTION FOR
SHARES.”

    


    Accredited
Investors

    


    The
Company will conduct the Offering in such a manner that Shares may be sold only
to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933 (the “Securities Act”), or to a
maximum of 35 Non-Accredited Investors that may be allowed to purchase Shares in
this offering.  In summary, a prospective investor will qualify as an
“Accredited Investor” if he, she, or it meets any one of the following
criteria:

     

    (a)  Any
natural person whose individual net worth, or joint net worth with that person’s
spouse,
at the time of his purchase, exceeds $1,000,000;

     

    (b) Any
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and who has a reasonable expectation of reaching
the same income level in the current year;

     

    (c) Any
bank as defined in Section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act, whether acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to Section 15 of the Securities and
Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in
Section 2(13) of the Exchange Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC)
licensed by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958; any plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self directed plan, with
investment decisions made solely by persons who are Accredited
Investors;

     

    (d)  Any
private business development company as defined in Section 202(a)(22) of the
Investment
Advisors Act of 1940;

     

    (e) Any
organization described in Section 501(c)(3)(d) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (f) Any
director or executive officer, or general partner of the issuer of the
securities being sold, or any director, executive officer, or general partner of
a general partner of that issuer;

     

    (g) Any
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Section 506(b)(2)(ii) of Regulation D
adopted under the Act; and

     

    (h) Any
entity in which all the equity owners are Accredited Investors.

     

    Other
Requirements

     

    No
subscription for the Shares will be accepted from any investor unless he is
acquiring the Shares for his own account (or accounts as to which he has sole
investment discretion), for investment and without any view to sale,
distribution or disposition thereof.  Each prospective purchaser of
Shares may be required to furnish such information as the Company may require to
determine whether any person or entity purchasing Shares is an Accredited
Investor, or select Non-Accredited Investor who may purchase
Shares.

     

    Forward Looking
Information

    


    Some of
the statements contained in this Memorandum, including information incorporated
by reference, discuss future expectations, or state other forward looking
information.  Those statements are subject to known and unknown risks,
uncertainties and other factors, several of which are beyond the Company’s
control, that could cause the actual results to differ materially from those
contemplated by the statements.  The forward looking information is
based on various factors and was derived using numerous
assumptions.  In light of the risks, assumptions, and uncertainties
involved, there can be no assurance that the forward looking information
contained in this Memorandum will in fact transpire or prove to be
accurate.

    


    Important
factors that may cause the actual results to differ from those expressed within
include, for example,

    


    
      
        	
                · 

              	
                Some
      of our products are not excepted in the
market;

              


      

    

    
      	
              ·

            	
              the
      Company’s ability to attract and retain quality
  employees;

            


    

    
      	
              ·

            	
              the
      effect of changing economic
conditions;

            


    

    


    and other
risks which are described under “RISK FACTORS” and which may be described in
future communications to shareholders.  The Company makes no
representation and undertakes no obligation to update the forward looking
information to reflect actual results or changes in assumptions or other factors
that could affect those statements.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
Risk
Factors

    


    Investing
in the Company’s Shares is very risky.  You should be able to bear a
complete loss of your investment.  You should carefully consider the
following factors, among others.

    


    Development Stage
Business

    


    The
Company was revived in July of 2009. The Company changed its name to Sport
Endurance, Inc. on August 6, 2009 and is organized as a C corporation under the
laws of the State of Nevada.  The company intends to enter into the
energy drink business.  Accordingly, the Company has only a limited
history upon which an evaluation of its prospects and future performance can be
made.  The Company’s proposed operations are subject to all business
risks associated with new enterprises.  The likelihood of the
Company’s success must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in connection
with the expansion of a business, operation in a competitive industry, and the
continued development of advertising, promotions and a corresponding customer
base.  There is a possibility that the Company could sustain losses in
the future.  There can be no assurances that Sport Endurance, Inc.
will even operate profitably.

    


    Inadequacy of
Funds

    


    Gross
offering proceeds of a minimum of $10,000 and a maximum of $5,000,000 may be
realized.  Management believes that such proceeds will capitalize and
sustain Sport Endurance, Inc. sufficiently to allow for the continued
development and improvement of the companies marketing plan.  If only
a fraction of this Offering is sold, or if certain assumptions contained in
Management’s business plans prove to be incorrect, the Company may have
inadequate funds to fully develop its business and may need debt financing or
other capital investment to fully implement the Company’s business
plans.

     

    Dependence on
Management

     

    In the
early stages of development the Company’s business will be significantly
dependent on the Company’s management team.  The Company’s success
will be particularly dependent upon Robert L. Timothy, the company’s sole
Director, President, and Chief Executive Officer.  Mr. Timothy is the
developer of Sport Endurance, Inc. operations, business plans, and manager of
the business.  The loss of this individual could have a material
adverse effect on the Company.  See “MANAGEMENT.”

     

    Risks Associated with
Expansion

     

    The
Company plans on expanding its business through new distributors.  Any
expansion of operations the Company may undertake will entail risks, such
actions may involve specific operational activities which may negatively impact
the profitability of the Company.  Consequently, shareholders must
assume the risk that (i) such expansion may ultimately involve expenditures of
funds beyond the resources available to the Company at that time, and (ii)
management of such expanded operations may divert Management’s attention and
resources away from its existing operations, all of which factors may have a
material adverse effect on the Company’s present and prospective business
activities.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Customer Base and Market
Acceptance

     

    While the
Company believes it can develop its business, and develop new investment
opportunities through the marketing and promotion of the company, the inability
of the Company to further develop such opportunities could have a material
adverse effect on the Company.  Although the Company believes that it
offers advantages over competitive companies, no assurance can be given that
Sport Endurance, Inc. will attain a degree of market acceptance on a sustained
basis or that it will generate revenues sufficient for sustained profitable
operations.

     

    Competition

     

    There are
many barriers to entry level energy drink companies both in marketing and sales.
The top companies in the country are Red Bull-36.9%, Monsteer17.4%, Rockstar-
9.6%, Full Throttle-5.2%, Amp-3.6%, Java Monster-3.3%, Sobe No Fear-2.3% and
NOS-2.0%.  Source: Information Resources Inc. Chicago. Total U.S.
Food, drug, mass merchandise (excluding Walmart), and convenience stores of the
52 weeks ending June 15th,
2008.

     

    There is
the possibility that new competitors could seize upon Sport Endurance, Inc.
business model and produce competing firms or funds.  Likewise, these
new competitors could be better capitalized than Sport Endurance, Inc. which
could give them a significant advantage.  SEI will also continue to
develop new products and marketing concepts.

     

    General Economic
Conditions

     

    The
financial success of the Company may be sensitive to adverse changes in general
economic conditions in the United States, such as recession, inflation,
unemployment, and interest rates.  Such changing conditions could
reduce demand in the marketplace for the Company’s products and
opportunities.  Management believes that the current investment model
that they will maintain will insulate the Company from excessive economic
conditions.  Nevertheless, Sport Endurance, Inc. has no control over
these changes.

     

    Trend in Consumer
Preferences and Spending; Possible Fluctuations in Operating
Results

     

    The
Company’s operating results may fluctuate significantly from period to period as
a result of a variety of factors, including purchasing patterns of customers,
competitive pricing, debt service and principal reduction payments, and general
economic conditions.  There is no assurance that the Company will be
successful in marketing any of its products, or that the revenues from the sale
of such products will be significant.  Consequently, the Company’s
revenues may vary by quarter, and the Company’s operating results may experience
fluctuations.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    Risks of
Borrowing

     

    If the
Company incurs indebtedness, a portion of its cash flow will have to be
dedicated to the payment of principal and interest on such
indebtedness.  Typical loan agreements also might contain restrictive
covenants which may impair the Company’s operating flexibility.  Such
loan agreements would also provide for default under certain circumstances, such
as failure to meet certain financial covenants.  A default under a
loan agreement could result in the loan becoming immediately due and payable
and, if unpaid, a judgment in favor of such lender which would be senior to the
rights of owners of Common Stock of the Company.  A judgment creditor
would have the right to foreclose on any of the Company’s assets resulting in a
material adverse effect on the Company’s business, operating results or
financial condition.

     

    Unanticipated Obstacles to
Execution of the Business Plan

     

    The
Company’s business plans may change significantly.  Many of the
Company’s potential business endeavors are capital intensive and may be subject
to statutory or regulatory requirements.  Management believes that the
Company’s chosen activities and strategies are achievable in light of current
economic and legal conditions with the skills, background, and knowledge of the
Company’s principals and advisors.  Management reserves the right to
make significant modifications to the Company’s stated strategies depending on
future events.

     

    Management Discretion as to
Use of Proceeds

     

    The net
proceeds from this Offering will be used for the purposes described under “Use
of Proceeds.”  The Company reserves the right to use the funds
obtained from this Offering for other similar purposes not presently
contemplated which it deems to be in the best interests of the Company and its
shareholders in order to address changed circumstances or
opportunities.  As a result of the foregoing, the success of the
Company will be substantially dependent upon the discretion and judgment of
Management with respect to application and allocation of the net proceeds of
this Offering.  Investors for the Common Stock offered hereby will be
entrusting their funds to the Company’s Management, upon whose judgment and
discretion the investors must depend.

     

    Control By
Management

     

    As of
August 15, 2009 the Company’s officers and directors owned approximately 59% of
the Company’s outstanding common shares.  Upon completion of this
Offering, the Company’s officers and directors will own approximately 54% of the
issued and outstanding common shares, and will be able to elect all of the
directors and continue to control Company Name.  Investors will own a
minority percentage of the Company’s Common Stock and will have minority voting
rights.  Investors will not have the ability to control either a vote
of the Company’s Shareholders or Board of Directors.  See “PRINCIPAL
SHAREHOLDERS”

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Dividend
Policy

     

    The
Company intends to retain any initial future earnings to fund operations and
expand the Company’s business.  A holder of Common Stock and Preferred
Stock will be entitled to receive dividends only when, as, and if declared by
the Board of Directors out of funds legally available therefor.  The
Company’s Board of Directors will determine future dividend policy based upon
the Company’s results of operations, financial condition, capital requirements,
and other circumstances.

     

    No Assurances of Protection
for Proprietary Rights; Reliance on Trade Secrets

     

    In
certain cases, the Company may rely on trade secrets to protect proprietary
technology and processes which the Company has developed or may develop in the
future.  There can be no assurances that secrecy obligations will be
honored or that others will not independently develop similar or superior
technology.  The protection of proprietary technology through claims
of trade secret status has been the subject of increasing claims and litigation
by various companies both in order to protect proprietary rights as well as for
competitive reasons even where proprietary claims are
unsubstantiated.  The prosecution of proprietary claims or the defense
of such claims is costly and uncertain given the uncertainty and rapid
development of the principles of law pertaining to this area.  The
Company, in common with other firms, may also be subject to claims by other
parties with regard to the use of technology information and data which may be
deemed proprietary to others.

     

    Dilution

     

    Purchasers
of Shares will not experience dilution of there shares assuming maximum offering
proceeds are achieved).  Additional Shares issued by the Company in
the future could dilute a purchaser's investment in the Shares.  See
“DILUTION.”

     

    Limited Transferability and
Liquidity

     

    To
satisfy the requirements of certain exemptions from registration under the
Securities Act, and to conform with applicable state securities laws, each
investor must acquire his Shares for investment purposes only and not with a
view towards distribution.  Consequently, certain conditions of the
Securities Act may need to be satisfied prior to any sale, transfer, or other
disposition of the Shares.  Some of these conditions may include a
minimum holding period, availability of certain reports, including financial
statements from Sport Endurance, Inc., limitations on the percentage of Shares
sold and the manner in which they are sold.  Sport Endurance, Inc. can
prohibit any sale, transfer or disposition unless it receives an opinion of
counsel provided at the holder’s expense, in a form satisfactory to Sport
Endurance, Inc., stating that the proposed sale, transfer or other disposition
will not result in a violation of applicable federal or state securities laws
and regulations.  No public market exists for the Shares and no market
is expected to develop.  Consequently, owners of the Shares may have
to hold their investment indefinitely and may not be able to liquidate their
investments in Sport Endurance, Inc. or pledge them as collateral for a loan in
the event of an emergency.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Broker - Dealer Sales of
Shares

     

    The
Company’s Common Stock is not presently included for trading on any exchange,
and there can be no assurances that the Company will ultimately be registered on
any exchange.  The NASDAQ Stock Market, Inc. has recently enacted
certain changes to the entry and maintenance criteria for listing eligibility on
the NASDAQ SmallCap Market.  The entry standards require at least $4
million in net tangible assets or $750,000 net income in two of the last three
years.  The proposed entry standards would also require a public float
of at least $1 million shares, $5 million value of public float, a minimum bid
price of $2.00 per share, at least three market makers, and at least 300
shareholders.  The maintenance standards (as opposed to entry
standards) require at least $2 million in net tangible assets or $500,000 in net
income in two of the last three years, a public float of at least 500,000
shares, a $1 million market value of public float, a minimum bid price of $1.00
per share, at least two market makers, and at least 300
shareholders.

     

    No
assurance can be given that the Common Stock of the Company will ever qualify
for inclusion on the NASDAQ System or any other trading market.  As a
result, the Company’s Common Shares are covered by a Securities and Exchange
Commission rule that opposes additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors.  For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser’s written agreement to the transaction prior
to the sale.  Consequently, the rule may affect the ability of
broker-dealers to sell the Company’s securities and may also affect the ability
of shareholders to sell their shares in the secondary market.

     

    Long Term Nature of
Investment

     

    An
investment in the Shares may be long term and illiquid.  As discussed
above, the offer and sale of the Shares will not be registered under the
Securities Act or any foreign or state securities laws by reason of exemptions
from such registration which depends in part on the investment intent of the
investors.  Prospective investors will be required to represent in
writing that they are purchasing the Shares for their own account for long-term
investment and not with a view towards resale or
distribution.  Accordingly, purchasers of Shares must be willing and
able to bear the economic risk of their investment for an indefinite period of
time.  It is likely that investors will not be able to liquidate their
investment in the event of an emergency.

     

    No Current Market For
Shares

     

    There is
no current market for the Shares offered in this private Offering and no market
is expected to develop in the near future.

     

    Compliance with Securities
Laws

     

    The
Shares are being offered for sale in reliance upon certain exemptions from the
registration requirements of the Securities Act, applicable Nevada Securities
Laws, and other applicable state securities laws.  If the sale of
Shares were to fail to qualify for these exemptions, purchasers may seek
rescission of their purchases of Shares.  If a number of purchasers
were to obtain rescission, Sport Endurance, Inc. would face significant
financial demands which could adversely affect Sport Endurance, Inc. as a whole,
as well as any non-rescinding purchasers.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Offering
Price

     

    The price
of the Shares offered has been arbitrarily established by Sport Endurance, Inc.,
considering such matters as the state of the Company’s business development and
the general condition of the industry in which it operates.  The
Offering price bears little relationship to the assets, net worth, or any other
objective criteria of value applicable to Sport Endurance, Inc.

     

    Lack of
Firm Underwriter

     

    The
Shares are offered on a “best efforts” basis by the officers and directors of
Sport Endurance, Inc. without compensation and on a “best efforts” basis through
certain NASD registered broker-dealers which enter into Participating
Broker-Dealer Agreements with the Company.  Accordingly, there is no
assurance that the Company, or any NASD broker-dealer, will sell the maximum
Shares offered or any lesser amount.

     

    Projections:  Forward
Looking Information

     

    Management
has prepared projections regarding Sport Endurance, Inc. anticipated
performance.  The Company’s projections are hypothetical and based
upon the historical financial performance of the Company, the addition of a
sophisticated and well funded marketing plan, and other factors influencing the
business of Sport Endurance, Inc.  The projections are based on
Management’s best estimate of the probable results of operations of the Company,
based on present circumstances, and have not been reviewed by Sport Endurance,
Inc. independent accountants. These projections are based on several
assumptions, set forth therein, which Management believes are
reasonable.  Some assumptions, upon which the projections are based,
however, invariably will not materialize due to the inevitable occurrence of
unanticipated events and circumstances beyond Management’s
control.  Therefore, actual results of operations will vary from the
projections, and such variances may be material.  Assumptions
regarding future changes in sales and revenues are necessarily speculative in
nature.  In addition, projections do not and cannot take into account
such factors as general economic conditions, unforeseen regulatory changes, the
entry into Sport Endurance, Inc. market of additional competitors, the terms and
conditions of future capitalization, and other risks inherent to the Company’s
business.  While Management believes that the projections accurately
reflect possible future results of Sport Endurance, Inc. operations, those
results cannot be guaranteed.

     
 

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    Use Of
Proceeds

    


    The
Company seeks to raise minimum gross proceeds of $10,000 and maximum gross
proceeds of $5,000,000 from the sale of shares in this Offering.  The
Company intends to apply these proceeds substantially as set forth herein,
subject only to reallocation by Management in the best interests of the
Company.

    


    Sources

    


    
      	 
      	
              Maximum

              Amount

            	
              Percent
      of

              Proceeds

            	
              Minimum

              Amount

            	
              Percent
      of

              Proceeds

            
	
              Proceeds
      From Sale
      of Shares

            	
              $7,500

            	
              100%

            	
              $5,000

            	
              100%

            


    

    


    Application
of Proceeds

    


    
      	
              Offering
      Expenses (1)

            	
              $1,000

            	
              0.06%

            	
              $500

            	
              1%

            
	
              Commissions
      (2)

            	
              $750

            	
              10.%

            	
              $0.00

            	
              0%

            
	 
      	 
      	 
      	 
      	 
      
	
              Total
      Offering Expenses
      & Fees

            	
              $1,750

            	
              10.06%

            	
              $500

            	
              1%

            
	
              Net
      Offering Proceeds

            	
              $5,750

            	
              89.%

            	
              $4,500

            	
              90%

            
	 
      	 
      	 
      	 
      	 
      
	
              Legal

            	
              $2,250

            	
              20%

            	
              $2,500

            	
              55%

            
	
              Marketing

            	
              $0

            	
              8%

            	
              $0.0

            	
              0%

            
	
              Accounting

            	
              $3,500

            	
              72%

            	
              $2,500

            	
              55%

            
	
              Total
      Application of Proceeds

            	
              $7,500

            	
              100%

            	
              $5,000

            	
              100%

            


    

     

    Footnotes:

     

    (1)
Includes estimated memorandum preparation, filing, printing, legal, accounting
and other fees and expenses related to the Offering

     

    (2) This
Offering is being sold by the officers and directors of the Company, who will
not receive any compensation for their efforts.  No sales fees or
commissions will be paid to such officers or directors.  Shares may be
sold by registered broker or dealers who are members of the NASD and who enter
into a Participating Dealer Agreement with the Company.  Such brokers
or dealers may receive commissions up to ten percent (10%) of the price of the
Shares sold.

    


     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    Management

    


    Principals
of the Company

    


    
      	
            	
              ·

            	
              Robert
      L. Timothy, Director, President and  Chief Executive
      Officer.

            


    

    
      	
            	
              ·

            	
              Ronald
      Schuurman, is the Chief Officer Financial Officer,
    Treasurer

            


    

    


    Robert
L. Timothy, President, Chairman of the Board, CEO

     

    Robert is
a registered representative holding both his series 7 and 63 licenses. Robert
worked at Fidelity Investments for 9 years as a Financial Planner. He was a
stock, options, mutual fund, and bond trader during this time. Robert worked 4
years in the specialized Private Access department of Fidelity where he was
responsible for account maintenance, trading, portfolio planning and customer
relations for Fidelity’ s high net worth clients.

     

    Robert is
primarily responsible for formulating the Company’s strategic plan, developing
marketing strategies and new product concepts, establishing distribution
channels, analyzing branding initiatives, developing new licensing
opportunities, recruiting and developing key executives for the organization and
sourcing capital to ensure the continued growth of the Company.

     

    Ronald
Schuurman, Chief Financial Officer

     

    Ron is a
management professional with 25 years experiences in sales, marketing and
procurement. He has worked for several major retail chains as well as a regional
market.

    


    Ron spent
22 years with Smith’s Food & Drug as a supervisor where he was responsible
for merchandising and operations for all non-perishable departments. He also
developed and ran corporate sponsorship for the Albuquerque International
Balloon Fiesta for 12 consecutive years. He trained, coached and developed
people to take on higher positions: clerks to assistants, then to managers, then
to store managers.

     

    Ron spent
2 1⁄2 years as a pricing and assortment manager for Winn-Dixie Stores, Inc. where
he was responsible for product selection, pricing and developing promotions. Ron
was responsible for rolling the price impact stores (Save Rite) 62 stores in 3
states. Ron developed a stand-alone back-to-school program that increased sales
over the prior year by 8%.

     

    Management
Compensation

    


    There is
no accrued compensation that is due any member of Management.  No
directors who are members of Management will receive any director’s
fees.  Each director will be entitled to reimbursement of expenses
incurred while conducting Company business.  Each director may also be
a shareholder in the Company and as such will share in the profits of the
Company when and if dividends are paid. Management reserves the right to
reasonably increase their salaries assuming the business is performing
profitably and Company revenues are growing on schedule. Any augmentation of
these salaries will be subject to the profitability of the Business and the
effect on the Business cash flows.  Current and projected Management
salaries for the next 12 months are:

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
Robert L. Timothy,
President, CEO, and Chairman of the Board:

    Current:
$ none

    
      Projected
12 months:  $none

       

      Ronald
Schuurman  Chief Financial Officer,
Treasurer

    

    
      Current:
$ none

    

    
      Projected
12 months: $none

    

    


    Board of
Directors

    


    The
Company will establish a Board of Directors, which includes highly qualified
business and industry professionals after his diligence has been
completed.  The Board of Directors will assist the Management team in
making appropriate decisions and taking effective action; however, they will not
be responsible for Management decisions. Currently there is one
Director:

    


    Robert
Timothy, age 33,

     

    
      Dilution

    

    


    The
purchasers of the Preferred Shares offered by this Memorandum not will
experience an dilution of their investments.  There are 90,000,000
authorized shares of Common Stock of the Company of which 29,200,000 shares are
currently issued and outstanding.  There are 10,000,000 authorized
shares of preferred stock of the company of which no preferred shares are
currently issued and outstanding. The net tangible book value per share of the
Company’s Common Stock was approximately $0.001 at August 15, 2009. Net tangible
book value per share of Common Stock is equal to the Company’s total tangible
assets less its total liabilities, divided by the total number of outstanding
shares of Common Stock.  Upon completion of this Offering, the net
tangible book value for the Shares which are now outstanding will be increased
with corresponding dilution for the Shares sold to investors.

     

    The
following reflects the dilution to be incurred by the
investors.  “Dilution” is determined by subtracting the net tangible
book value per Common Share after the Offering from the Offering
price.  If the expected maximum number of preferred Shares offered
hereby are sold, of which there can be no assurance, there will be 29,200,000
Shares of the Company’s Common Stock outstanding with net tangible book value of
approximately $0.001 per Share.  This represents no increase in net
tangible book value from $0.001 Share to existing shareholders and an no
dilution from $0.001 to $0.001 per Share to purchasers of Shares in this
Offering.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    Principal
Shareholders

    


    The
following table contains certain information as of August 15, 2009 as to the
number of shares of Common Stock beneficially owned by (i) each person known by
the Company to own beneficially more than 5% of the Company’s Common Stock, (ii)
each person who is a Director of the Company, (iii) all persons as a group who
are Directors and Officers of the Company, and as to the percentage of the
outstanding shares held by them on such dates and as adjusted to give effect to
this Offering.

     

    
      	 	Current	After
      Offering
	 	 	 	 
	Name and
      Position	Shares	Percentage	(Mim/max)
      Percentage
	 	 	 	 
	
              Robert
      Timothy

            	
              34,200,000

            	
              54%

            	 
      
	
              Calbridge,
      Capital

            	
              21,000,000

            	
              37%

            	 
      
	
              SLC
      AIR, INC.

            	
                5,000,000

            	
              19%

            	 
      


    

    


    


    Certain
Transactions

    


    
      Stock Option
Agreements

    

    


    The
Company has entered into stock option agreements with the following individuals
and companies:

    
       

      There are
no stock option agreements at this time.

    

    


    Litigation

    


    The
Company is not presently a party to any material litigation, nor to the
knowledge of Management is any litigation threatened against the Company which
may materially affect the business of the Company or its assets.

    


     

    Description of
Shares

    


    The
Shares offered hereby are 3,000,000 shares of Preferred Shares, $0.001 par
value.  The Company’s authorized capital consists of 90,000,000 shares
of Common Stock, with par value $.001. 29,200,000 shares of Common Stock are
currently issued and outstanding. The Company’s authorized capital consists also
of 10,000,000 shares of Preferred Shares, with par value $.001 there are no
Preferred shares currently issued and outstanding. Upon completion of the
Offering, between 1,000,000 and 3,000,000 shares of Preferred shares will be
issued and outstanding.  The preferred shares convert as follows; one
share of preferred stock converts to three shares of common.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    The
shares of Preferred Shares convert on a ratio of one preferred share is equal to
three common shares. Upon completion of the Offering, the Common Stock and
preferred stock will comprise the only two classes of capital stock that the
Company will have issued and outstanding upon close of the
Offering.

    


    Shares of
Preferred are redeemable and have conversion rights.  The Shares
currently outstanding are, and the Shares to be issued upon completion of this
Offering will be, fully paid and nonassessable.

    


    In the
event of the dissolution, liquidation or winding up of the Company, the assets
then legally available for distribution to the holders of the Company’s shares
of stock will be distributed ratably among such holders in proportion to their
shareholdings.

    


    Holders
of Common and Preferred Shares are only entitled to dividends when, as and if
declared by the Board of Directors out of funds legally available
therefore.  The Company has never paid any such
dividends.  Future dividend policy is subject to the discretion of the
Board of Directors and will depend upon a number of factors, including among
other things, the capital requirements and the financial condition of the
Company.

     

    Transfer Agent and
Registrar

    


    The
Company will act as its own transfer agent and registrar for its shares of
Common and preferred shares at this time.

     

    Plan of
Placement

    


    The
Shares are offered directly by officers and directors of the Company on the
terms and conditions set forth in this Memorandum.  Shares may also be
offered by NASD brokers and dealers.  The Company is offering the
Shares on a “best efforts” basis.  The Company will use its best
efforts to sell the Shares to investors.  There can be no assurance
that all or any of the Shares offered will be sold.

    


    Escrow of Subscription
Funds

    


    Commencing
on the date of this Memorandum all funds received by the Company in full payment
of subscriptions for Shares will not be deposited in an escrow account. The
Company has set a minimum offering proceeds figure of $5,000 for this Offering.
The Company has not established an Investment Holding.  At least
2,000,000 Shares must be sold for $5,000 before such proceeds will be released
from the escrow account and utilized by the Company.  After the
minimum number of Shares are sold, all subsequent proceeds from the sale of
Shares will be delivered directly to the Company and be available for its use.
Subscriptions for Shares are subject to rejection by the Company at any
time.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    How to Subscribe for
Shares

    


    A
purchaser of Shares must complete, date, execute, and deliver to the Company the
following documents, as applicable, all of which are included in Part
C:

    


    
      1.  An
Investor Suitability Questionnaire;

    

    


    
      2.  An
original signed copy of the appropriate Subscription Agreement;
and

    

    


    3.  A
check payable to “Sport Endurance, Inc.” in the amount of $.0025 per Share for
each Share purchased as called for in the Subscription Agreement (minimum
purchase 2,000,000 Shares or $5,000).

    


    Purchasers
of Shares will receive an Investor Subscription Package containing an Investor
Suitability Questionnaire and two copies of the Subscription
Agreement.

    


    Subscriber
may not withdraw subscriptions that are tendered to the Company (Florida and
Pennsylvania Residents See NASAA Legend in the front of this Memorandum for
important information).

    


    Additional
Information

    


    Each
prospective investor may ask questions and receive answers concerning the terms
and conditions of this offering and obtain any additional information which the
Company possesses, or can acquire without unreasonable effort or expense, to
verify the accuracy of the information provided in this
Memorandum.  The principal executive offices of the Company are
located at SPORT ENDURANCE, INC. 2620 South Maryland Parkway #819 Las Vegas,
Nevada 89109 Tel.: (877) 255-9218

    


    


    


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    BUSINESS
PLAN

    


    GENERAL
INFORMATION ABOUT OUR COMPANY

    Sport
Endurance, Inc. (SEI) is a private Nevada corporation We provide high quality
and great tasting energy drinks and energy shots.

     

    Sport
Endurance, Inc. develops, manufactures markets and distributes quality beverage,
snacks and dietary supplements products throughout the United
States.  The company has set out to develop an energy drink with a
positive, non-offensive name, award-winning taste and unbeatable
price.

     

    The
company offers its Shocking Great Taste energy drinks in 6 flavors. Mango Cream,
Raspberry Cream, Fruit Punch, Tropical, Doo Drop and Cran-Grape. The company
offers regular and sugar free versions of its best selling Mango Cream
flavor.  In January 2009, In September of 2009 Sport Endurance will
launched its sugar free energy shots. Offered in 4 flavors, Mango,
Tropical, Fruit Punch and Raspberry.

     

    History

    Sport
Endurance, Inc. (the "Company" or the "Registrant") was formerly know as Cayenne
Construction, Inc. and was originally incorporated in the State of Nevada on
January 1, 2001. The Company was in the business of reselling
concrete.  On July 28, 2009, the board of directors of the Company
revived the corporation for the purpose of developing the business of Sport
Endurance, Inc.  The revival was completed by the filing of an
application for Revival with the Secretary of State of Nevada on July 29,
2009.  The Company changed its name on August 6, 2009 to Sport
Endurance, Inc. for marketing reasons.  Robert Timothy became the sole
Director and on August 15, 2009.  The company provides high quality
and great tasting energy drinks and energy shots.

    


    Marketing
Strategies

    


    Energy
drink industry

     

    Today’s
24/7 life styles are driving the sales of energy drinks. The market for
energy-boosting beverages has ballooned by more than 400% over the past five
years. Sales have grown from $1.2 billion in 2002 to an estimated $6.6 billion
in 2007. Market research firm Packaged Facts, also projects that the Energy
Drink market will reach $9.3 billion by 2011.

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    The
demand for energy drinks could be a direct result of people’s lives becoming
busier. As people fill their lives to capacity and then add even more
responsibilities, the daily schedules can become quite overwhelming, leaving
little time for rest, relaxation, or sleep. All of this activity causes stress
and fatigue, but there is no time to stop for a moment and recharge the
batteries. As a result, people often turn to stimulants to keep them going
throughout the day and give them the energy they need to complete everything
they need to do. Energy drinks are one of the more popular “stimulants” because
they are quick and easy, and most have few recognizable negative side
effects.

    


    Competition.

     

    Top
energy drink companies and market share.

    Red
Bull-36.9%, Monsteer17.4%, Rockstar- 9.6%, Full Throttle-5.2%, Amp-3.6%, Java
Monster-3.3%, Sobe No Fear-2.3% and NOS-2.0%

    


    Source:
Information Resources Inc. Chicago. Total U.S. Food, drug, mass merchandise
(excluding Walmart), and convenience stores of the 52 weeks ending June 15th,
2008.

    


    Strategy
and Implementation Summary

     

    The
unique aspects of our business include competing against Energy Drink giants Red
Bull, Monster and Rockstar. On top of this there are close to 300 energy drinks
that saturate the market. In order to compete with the energy drink companies,
we know we must have the complete marketing package.

    


    Marketing
concept

     

    Sport
Endurance's competitive edge emphasizes the importance of having quality
products and a superior brand. Below is a breakdown of the keys to success and
what makes Sport Endurance different from its competitors.

     

    Name

     

    Sport
Endurance's products tailor towards healthy lifestyles. Our name, "Sport
Endurance" encourages healthy living, good sportsmanship and fun. Much of our
competition uses names that promote sex, drugs and violence.

     

    Products

     

    Sport
Endurance will offer more than just energy drinks and energy shots. These two
products are however our main staple of business.  Sports Enduarance
drinks will not contain high fructose corn syrup. Sport Endurance drinks are
made with real sugar.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Branding

     

    In order
to have a superior brand, Sport Endurance needs to attract nationwide attention.
To accomplish this, marketing campaigns will run conventional T.V. and Radio
advertising to our targeted markets. These same T.V. commercials will also be
run before blockbuster movies at the cinemas.  We also plan in the
future to do promotions on 1320 KFAN and on KJAZZ television during the NBA
playoffs.

     

    Although
conventional marketing is effective, we know that an even more effective way to
grow our brand is through the various sales forces of Distributors across the
nation. Sport Endurance has put an incentive package in place for every
distributor that encourages distributor sales associates to push Sport Endurance
products.

     

    Sport
Endurance also selectively sponsors events like UFC and MMA fights, X-games
events.

     

    Price of product.

     

    Values of
energy drinks have increased by the fact that energy drinks command a
substantial premium over other soft drinks. The average everyday price of an
energy drink is $2.29 a can. Sport Endurance drinks retail at an 2 cans for
$3.00. Promotional prices will see prices as low as $1.00 a can.

     

    The
average retail price of energy shots is $2.99 a bottle.  Our suggested
retail will be the same as the average, $2.99. Sport Endurance gives
the  consumers a far superior tasting product with an additional 25%
of product included (2.5 oz cans compared to 2.0 oz cans).  These
prices still give Sport Endurance and our buyers the profit margins
expected.

     

    Distributor,
Retail and Customer Incentives

     

    Sport
Endurance will withholds 15% of gross sales to be given to our buyers as
adverting in the following concepts: Car, ATV, Wave-runner giveaways, Cash
rebates, Slotting fees

     

    Marketing
Strategy

     

    Sport
Endurance’s marketing plan focuses on Brand development
and Distributor/Retail relationships.

     

    There are
many avenues to get Sport Endurance products into consumer’s hands. Some
retailers require the use of a distributor, others are big enough that they self
distribute. The majority of our business will come from convenience
stores. Most convenience stores use fulfillment houses because they
need smaller quantifies more often due to the size of their stores. Whatever the
need, Sport Endurance’s sales reps can quickly recognize the need and provide a
customized solution to supply the convenience stores.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Sport
Endurance’s national marketing campaign includes 2 segments:

     

    Segment
1: Retailers and Distributors

     

    
      
        	
              	
                · 

              	
                Capitalizing
      on existing relationships

              


      

    

     

    
      
        	
              	
                · 

              	
                Printed
      media: This includes monthly newsletters with incentives, updates in the
      market, pricing and new
products.

              


      

    

     

    
      
        	
              	
                · 

              	
                One
      on One relationships with Sport Endurance sales
  reps

              


      

    

     

    
      
        	
              	
                · 

              	
                Convention
      participation (NACS)

              


      

    

     

    
      
        	
              	
                · 

              	
                Maintain
      website

              


      

    

     

    Segment
2: Consumers

     

    
      
        	
              	
                · 

              	
                Advertising
      on with NASCAR

              


      

    

     

    
      
        	
              	
                · 

              	
                Radio
      commercials

              


      

    

     

    
      
        	
              	
                · 

              	
                Television
      commercials:  MTV and ESPN networks (MTV, CMT, Comedy
      Central, Spike TV and ESPN 1 and
2).

              


      

    

     

    
      
        	
              	
                · 

              	
                Sampling
      at large events: Nascar, UFC fights, X-games, State Fairs, pro and college
      sports events, balloon
festival

              


      

    

     

    
      
        	
              	
                · 

              	
                Commercials
      before Cinemark movies

              


      

    

     

    
      
        	
              	
                · 

              	
                Maintain
      awesome web site

              


      

    

     

    Sales
Strategy

     

    Sport
Endurance’s Sales strategy is broken up into three parts, Distributor Sales,
Retail Sales, or a combination of the two.

     

    Distributor Sales Distributor
sales are the foundation of the marketing concept. Once distributor has our
product, our products are available for purchase to all retail and convenience
stores in the distributor’s territory.

     

    Sport
Endurance’s will employee sales representatives that will build long lasting
relationships with each distributor and their sales force through creative and
specific sales incentives.

     

    
      Sport
Endurance Distributor Sales Teams

    

     

    Sport
Endurance’s Distributor sales force is broken up into Territories in the United
States. Each Territory has 2 team members who work together. One will be a
senior or lead member; the other will be a junior member. Their responsibilities
include minimum quarterly visits to each distributor, delivery of
incentive prizes to the sales force and going on ride alongs with the sales
force. Compensation will be done on 100% commission.  

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


    Trademarks and
Copyrights

     

    Sport
Endurance is not trademarked. Our management considers copyrights, service
marks, trademarks, trade secrets and similar intellectual property critical to
our business, so we intend to take steps to protect our intellectual property
rights. However, effective trademark, service mark, copyright and trade secret
protection may not be available in every country where we intend to sell our
products

     

    Employees

    


    As of
August 15, 2009, we have 3 employees.

     

    DESCRIPTION
OF PROPERTY

     

    We
sublease approximately 3,000 square feet of office space located at 2620 South
Maryland Parkway #819 Las Vegas, Nevada 89109 for our principal executive
office. This is month to month and the space is provide by our President Robert
Timothy for no charge. 

     

    Principal
Factors Affecting Our Financial Performance

     

    We
believe that the following factors will continue to affect our financial
performance: The ability to obtain new business, our ability to expand our
business through our distributor marketing concepts, we cannot predict the
effect that any future legislation or regulation may have on our business
operations, development and financial condition.

    


    Change
in Applicable Federal Laws and Regulations on
Distributor  Relationship

    


    We intend
to expand our business via establishing distributors for our product across the
country, and a portion of our future growth is dependent upon new distributors
which promote our concept and reputation. As a result, we are subject to laws
and regulations applicable to distributors across the country..  To
date, we have not set up any distributors in the United States, we however
cannot predict the effect that any future legislation or regulation may have on
our business operations, development and financial condition.

    


    Impact
of Laws and Regulations on Internet Marketplace

    


    Because
we are initiating our sales via the Internet, it is possible that we will be
subject to a number of laws and regulations that may be adopted with respect to
the Internet marketplace, covering issues such as, pricing, content and quality
of products and services, taxation, advertising, intellectual property rights
and information security. The uncertainty related to the application of many
existing laws to the Internet marketplace creates uncertainty to our business
development.

     

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    Plan of Operations

    


    We
believe the market for energy drinks in the United States will stay robust in
the next twelve (12) months.   We plan to continue to expand our
operations nationwide through the Sport Endurance marketing concept. Currently,
our business operations are focused on convenience stores

     

    Critical
Accounting Policies

     

    Estimates: Our discussion and
analysis of our financial condition and results of operations are based on our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. 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
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. By their nature, these estimates and judgments are subject
to an inherent degree of uncertainty. We review our estimates on an on-going
basis, including those primarily related to guarantee obligations, the fair
value of stock-based compensation and valuations on deferred tax assets. We base
our estimates on our historical experience, knowledge of current conditions and
our beliefs of what could occur in the future considering available information.
Actual results may differ from these estimates, and material effects on our
operating results and financial position may result. We believe the following
critical accounting policies involve our more significant judgments and
estimates used in the preparation of our financial statements.

     

    Revenue Recognition: We generate revenue
through subscriptions and recognizes revenue in accordance with Staff Accounting
Bulletin No. 104, Revenue Recognition (“SAB104”), which superseded Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(“SAB101”).  SAB 101 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 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 other adjustments are provided
for in the same period the related sales are recorded. To date there these
provisions have been insignificant. Deferred revenue consists of up front
application fees received from customers during the underwriting process which
are deferred over the contract period.

     

     Long-lived Assets: We
continually monitor and review long-lived assets, including fixed assets and
intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying amount of any such asset may not be recoverable. The
determination of recoverability is based on an estimate of the cash flows
expected to result from the use of an asset and its eventual disposition. The
estimate of cash flows is based upon, among other things, certain assumptions
about expected future operating performance, growth rates and other factors. If
the sums of the cash flows are less than the carrying value, we recognize an
impairment loss, measured as the amount by which the carrying value exceeds the
fair value of the asset.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     Accounting for Income Taxes:
We follow SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”) for
recording the provision for income taxes.  Deferred tax assets and
liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to
be realized or settled.  Deferred income tax expenses or benefits are
based on the changes in the asset or liability each period.  If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized.  Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of
change.

     

    Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate.  Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.

    


    Upon
incorporation, we adopted FASB Interpretation No. 48 (FIN 48), “Accounting for
Uncertainty in Income Taxes,” which prescribes a comprehensive model for the
financial statement recognition, measurement, classification and disclosure of
uncertain tax positions. The adoption and continued application did not have an
impact on the Company’s financial statements.

     

    Stock-Based Compensation: We
follow SFAS No. 123(R), "Share Based Payment," which establishes standards for
the accounting of all transactions in which an entity exchanges its equity
instruments for goods or services, including transactions with non-employees and
employees. SFAS No. 123(R) requires an entity to measure the cost of
non-employee and employee services received in exchange for an award of equity
instruments, including stock options, based on the grant date fair value of the
award, and to recognize it as compensation expense over the period service is
provided in exchange for the award, usually the vesting period. The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in our statement of
operations.

    


    Our
accounting policy for equity instruments issued to consultants and vendors in
exchange for goods and services follows the provisions of Emerging Issues Task
Force (“EITF”) 96-18, “Accounting for Equity Instruments That are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services”.  The measurement date for the fair value of the equity
instruments issued is determined at the earlier of (i) the date at which a
commitment for performance by the consultant or vendor is reached or (ii) the
date at which the consultant or vendor's performance is complete.  In the
case of equity instruments issued to consultants, the fair value of the equity
instrument is recognized over the term of the service period.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Recent
Accounting Pronouncements

     

    In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
141(R)”), which replaces FAS 141. SFAS 141(R) establishes principles and
requirements for how an acquirer in a business combination recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any controlling interest; recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the
business

    combination.
SFAS 141(R) is to be applied prospectively to business
combinations.

     

    In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SECs approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of SFAS 162 is not expected to have
a material impact on the Company’s financial position.

     

    In May
2009, the FASB issued SFAS 165, “Subsequent Events”, (“SFAS 165”), which
establishes general standards for accounting for and disclosure of events that
occur after the balance sheet date but before financial statement are issued or
available to be issued. In particular, SFAS 165 sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements; the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements’ and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. It is
effective for interim and annual periods ending after June 15, 2009. We are
currently reviewing the effect, if any; the proposed guidance will have on its
financial statements.

    


    


    


    The
remainder of this page is left blank intentionally

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

      SPORT
ENDURANCE, INC.

      Subscription
Agreement

    

    


    Sport
Endurance, Inc.

    2620
South Maryland Parkway #819

    Las
Vegas, Nevada 89109

     

    Gentlemen:

    


    You have
informed the undersigned (the “Purchaser”) that Sport Endurance, Inc., a Nevada
corporation, (the “Company”) wishes to raise a minimum of Five Thousand Dollars
($5,000) and a maximum of Seven Thousand Five Dollars ($7,500) from various
persons by selling up to 2,000,000 shares of the Company’s Preferred Stock,
$0.001 par value (the “Shares”), at a price of $0.0025 per Share. The preferred
shares convert as follows; one share of preferred stock converts to three shares
of common.

     

    I have
received, read, and understand the Limited Offering Memorandum dated August 15,
2009 (the “Memorandum”).  I further understand that my rights and
responsibilities as a Purchaser will be governed by the terms and conditions of
this Subscription Agreement, the Memorandum and the Shares (the “Share
Documents”).  I understand that you will rely on the following
information to confirm that I am an “Accredited Investor”, as defined in
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), or one of 35 Non-Accredited Investors that will be allowed to
purchase Shares in this Offering (subject to Company approval), and that I am
qualified to be a Purchaser.

     

    This
Subscription Agreement is one of a number of such subscriptions for
Shares.  By signing this Subscription Agreement, I offer to purchase
and subscribe from the Company the number of Shares set forth below on the terms
specified herein.  The Company reserves the right, in its complete
discretion, to reject any subscription offer or to reduce the number of Shares
allotted to me.  If this offer is accepted, the Company will execute a
copy of this Subscription Agreement and return it to me. I understand that
commencing on the date of this Memorandum all funds received by the Company in
full payment of subscriptions for Shares will not be deposited in an escrow
account. The Company has set a minimum offering proceeds figure of $5,000 for
this Offering. At least 2,000,000 Preferred Shares must be sold for $5,000.00
before such proceeds will be released from the escrow account and utilized by
the Company.  After the minimum number of Shares are sold, all
proceeds from the sale of Shares will be delivered directly to the Company and
be available for its use.

     

    1.  Accredited
Investor.  I am an Accredited Investor because I qualify within
one of the following categories:

     

    Please
Check The Appropriate Category

     

    _____  $1,000,000
Net Worth.

    A natural
person whose individual net worth, or joint net worth with that person’s spouse,
at the time of his purchase exceeds $1,000,000.

     

    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    _____  $200,000/$300,000
Income.

    A natural
person who had an individual income in excess of $200,000 (including
contributions to qualified employee benefit plans) or joint income with such
person’s spouse in excess of $300,000 per year in each of the two most recent
years and who reasonably expects to attain the same individual or joint levels
of income (including such contributions) in the current year.

    


    _____  Director
or Officer of Issuer.

    Any
director or executive officer of the Company

    


    _____  All
Equity Owners In Entity Are Accredited.

    An
entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the
equity owners are Accredited Investors as defined herein.

    


    _____  Corporation.

    A
corporation not formed for the specific purpose of acquiring the Shares offered,
with total assets in excess of $5,000,000.

    


    _____  Other
Accredited Investor.

    Any
natural person or entity which qualifies as an Accredited Investor pursuant to
Rule 501(a) of Regulation D promulgated under the Act;  specify basis
for qualification:

     

    ___________________________________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________________________________


     

    ______One
of 35  Non-Accredited Investors that may be allowed to invest in the
offering

    


    2.  Representations and
Warranties.  I represent and warrant to the Company
that:

    


    (a) I (i)
have adequate means of providing for my current needs and possible contingencies
and I have no need for liquidity of my investment in the Shares,  (ii)
can bear the economic risk of losing the entire amount of my investment in
Shares, and  (iii) have such knowledge and experience that I am
capable of evaluating the relative risks and merits of this investment; (iv) the
purchase of Shares is consistent, in both nature and amount, with my overall
investment program and financial condition.

     

    (b)  The
address set forth below is my true and correct residence, and I have no
intention of
becoming a resident of any other state or jurisdiction.

     

    (c)  I have
not utilized the services of a “Purchaser Representative” (as defined in
Regulation
D promulgated under the Securities Act) because I am a sophisticated,
experienced investor, capable of determining and understanding the risks and
merits of this investment.

     

    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    
(d) I
have received and read, and am familiar with the Share Documents, including the
Memorandum and the forms of certificate for Shares.  All documents,
records and books pertaining to the Company and the Shares requested by me,
including all pertinent records of the Company, financial and otherwise, have
been made available or delivered to me.

     

    (e) I
have had the opportunity to ask questions of and receive answers from the
Company’s officers and representatives concerning the Company’s affairs
generally and the terms and conditions of my proposed investment in the
Shares.

     

    (f) I
understand the risks implicit in the business of the Company.  Among
other things, I understand that there can be no assurance that the Company will
be successful in obtaining the funds necessary for its success.  If
only a fraction of the maximum amount of the Offering is raised, the Company may
not be able to expand as rapidly as anticipated, and proceeds from this Offering
may not be sufficient for the Company’s long term needs.

     

    (g) Other
than as set forth in the Memorandum, no person or entity has made any
representation or warranty whatsoever with respect to any matter or thing
concerning the Company and this Offering, and I am purchasing the Shares based
solely upon my own investigation and evaluation.

     

    (h)  I
understand that no Shares have been registered under the Securities Act, nor
have they been
registered pursuant to the provisions of the securities or other laws of
applicable jurisdictions.

     

    (i) The
Shares for which I subscribe are being acquired solely for my own account, for
investment and are not being purchased with a view to or for their resale or
distribution.  In order to induce the Company to sell Shares to me,
the Company will have no obligation to recognize the ownership, beneficial or
otherwise, of the Shares by anyone but me.

     

    (j)  I
am aware of the following:

     

    (i)The
Shares are a speculative investment which involves a high degree of risk;
and

     

    (ii) My
investment in the Shares is not readily transferable; it may not be possible for
me to liquidate my investment.

     

    (iii) The
financial statements of the Company have merely been compiled, and have not been
reviewed or audited.

     

    (iv)
There are substantial restrictions on the transferability of the Shares
registered
under the Securities Act; and

     

     

    ______________

    Purchaser’s
Initials

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (v) No
federal or state agency has made any finding or determination as to the fairness
of the Shares for public investment nor any recommendation or endorsement of the
Shares;

     

    (k)  Except
as set forth in the Memorandum, none of the following information has ever been
represented, guaranteed, or warranted to me expressly or by implication, by any
broker, the Company, or agents or employees of the foregoing, or by any other
person:

     

    (i) The
appropriate or exact length of time that I will be required to hold the
Shares;

     

    (ii) The
percentage of profit and/or amount or type of consideration, profit, or loss to
be realized, if any, as a result of an investment in the Shares; or

     

    (iii)
That the past performance or experience of the Company, or associates, agents,
affiliates, or employees of the Company or any other person, will in any way
indicate or predict economic results in connection with the purchase of
Shares;

     

    (iv) The
amount of dividends or distributions that the Company will make;

     

    (l)  I
have not distributed the Memorandum to anyone, no other person has used
the  Memorandum, and I have made no copies of the Memorandum;
and

     

    (m)  I
hereby agree to indemnify and hold harmless the Company, its officers,
directors, and representatives from and against any and all liability, damage,
cost or expense, including reasonable attorneys fees, incurred on account of or
arising out of:

     

    (i)  Any
inaccuracy in the declarations, representations, and warranties set forth
above;

     

    (ii)  The
disposition of any of the Shares by me which is contrary to the foregoing
declarations, representations, and warranties; and

     

    (iii)  Any
action, suit or proceeding based upon  (1) the claim that said
declarations, representations, or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company; or (2) the
disposition of any of the Shares.

     

    (n)  By
entering into this Subscription Agreement, I acknowledge that the Company is
relying on the truth and accuracy of my representations.

     

    The
foregoing representation and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the date of the delivery of the funds
to the Company and shall survive such delivery.  If, in any respect,
such representations and warranties are not true and accurate prior to delivery
of the funds, I will give written notice of the fact to the Company, specifying
which representations and warranties are not true and accurate and the reasons
therefor.

     

     

    ______________

    Purchaser’s
Initials

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      3. Transferability.  I
understand that I may sell or otherwise transfer my Shares only if registered
under the Securities Act or I provide the Company with an opinion of counsel
acceptable to the Company to the effect that such sale or other transfer may be
made in absence of registration under the Securities Act.  I have no
right to cause the Company to register the Shares.  Any certificates
or other documents representing my Shares will contain a restrictive legend
reflecting this restriction, and stop transfer instructions will apply to my
Shares.

       

      4.  Indemnification.  I
understand the meaning and legal consequences of the representations and
warranties contained in Paragraph 2 hereof, and I will indemnify and hold
harmless the Company, its officers, directors, and representatives involved in
the offer or sale of the Shares to me, as well as each of the managers and
representatives, employees and agents and other controlling persons of each of
them, from and against any and all loss, damage or liability due to or arising
out of a breach of any representation or warranty of mine contained in this
Subscription Agreement.

       

      5.  Revocation.  I
will not cancel, terminate or revoke this Subscription Agreement or any
agreement made by me hereunder and this Subscription Agreement shall survive my
death or disability.

       

      6.  Termination of
Agreement.  If this subscription is rejected by the Company,
then this Subscription Agreement shall be null and void and of no further force
and effect, no party shall have any rights against any other party hereunder,
and the Company shall promptly return to me the funds delivered with this
Subscription Agreement.

       

      7.  Miscellaneous.

       

      (a)  This
Subscription Agreement shall be governed by and construed in accordance with the
substantive law of the State of Nevada.

       

      (b)  This
Subscription Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and may be amended only in
writing and executed by all parties.

    

     

    8.  Ownership
Information.  Please print here the total number of Shares to
be purchased, and the exact name(s) in which the Shares will be
registered.

     

    Total
Shares:_________________

     

    Name(s):_____________________________________________________________________________________________________

    _____  Single
Person

    _____  Husband
and Wife, as community property

    _____  Joint
Tenants (with right of survivorship)

    _____  Tenants
in Common

    _____  A
Married Person as separate property

    _____  Corporation
or other organization

    _____  A
Partnership

    _____  Trust

    _____  IRA

     

    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    _____  Tax-Qualified
Retirement Plan

    (i)  Trustee(s)/
Custodian___________________________________________________________________________________

    (ii)  Trust
Date___________________________________________________________________________________________

    (iii)  Name
of
Trust________________________________________________________________________________________

    (iv)  For
the Benefit
of______________________________________________________________________________________

    


    _____
Other:__________________________________________________________________________________________________

                            (please
explain)

    


    Social
Security or Tax
I.D.#:_______________________________________________________________________________________

    


     

    Residence
Address:

     

    ____________________________________________________________________________________________________________

                  Street
Address

     

    ____________________________________________________________________________________________________________

                  City                                         State                   Zip

     

    Mailing
Address:  (Complete only if different from residence)

    


    ____________________________________________________________________________________________________________

    Street
Address  (If P.O.Box, include address for surface delivery if
different than residence)

     

    ____________________________________________________________________________________________________________

                   City                                          
State                    Zip

    


    Phone
Numbers

    


    Home:
(_______)_____________________

    


    Business:
(_______)__________________

    


    Facsimile:
(_______)__________________

    


     

    ______________

    Purchaser’s
Initials

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    9.  Date and
Signatures.   Dated ______________________________,
2009.

     

     

    
      	Signatures 	Purchaser Name
      (Print) 	 
	 	 	 
	___________________________________   	___________________________________ 	 
	 	 	 
	___________________________________ 	___________________________________ 	 
	(Each co-owner or
      joint owner must sign - Names must be signed exactly as listed under
      “Purchaser Name”) 	 


    

     

     

    ACCEPTED:

    


    Sport
Endurance, Inc.

     

    By: 
/s/ Robert L.
Timothy                                              
       Dated: August 20,
2009

    Robert L.
Timothy

    Chairman

    


    


    


    


    ______________

    Purchaser’s
Initials

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    SPORT ENDURANCE,
INC.

     

    Investor
Suitability Questionnaire

    


    


    To:  Prospective
purchasers of Shares of Preferred Stock (the “Shares”) offered by SPORT
ENDURANCE, INC. (the “Company”).

    


    The
Purpose of this Questionnaire is to solicit certain information regarding your
financial status to determine whether you are an “Accredited Investor,” as
defined under applicable federal and state securities laws, and otherwise meet
the suitability criteria established by the Company for purchasing
Shares.  This
questionnaire is not an offer to sell securities.

    


    Your
answers will be kept as confidential as possible.  You agree, however,
that this Questionnaire may be shown to such persons as the Company deems
appropriate to determine your eligibility as an Accredited Investor or to
ascertain your general suitability for investing in the Shares.

     

    Please
answer all questions completely and execute the signature page

    


    A.  Personal

    


    1.  Name:_________________________________________________________________________________________________________________

     

    2.  Address
of Principal
Residence:_____________________________________________________________________________________________

     

    _______________________________________________________________________________________________
County:__________________

     

    3.  Residence
Telephone:  (______)_____________________

     

    4.  Where
are you registered to
vote?____________________________________________________________________________________________

     

    5.  Your
driver’s license is issued by the following
state:______________________________________________________________________________

     

    6.  Other
Residences or Contacts:  Please identify any other state where you own
a residence, are registered to vote, pay income taxes, hold a driver’s license
or have any other contacts, and describe your connection with such
state:

     

    _________________________________________________________________________________________________________________________

     

    _________________________________________________________________________________________________________________________

     

    7.  Please
send all correspondence to:

     

    (1)_____
Residence Address (as set forth in item A-2)

     

    (2)_____  Business
Address (as set forth in item B-1)

    


    8.  Date
of
Birth:_____________________________________________________________________________________________________________

    


    9.  Citzenship:_______________________________________________________________________________________________________________

    


    10.  Social
Security or Tax I.D.
#:_________________________________________________________________________________________________

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    
B.  Occupations
and Income

     

    1.  Occupation:___________________________________________________________________________________________

     

    (a)  Business
Address:___________________________________________________________________________

     

    ____________________________________________________________________________________________

     

    (b)  Business
Telephone Number: (______)_________________

    


    2.  Gross
income during each of the last two years exceeded:

     

    (1)_____$25,000                  (2)_____$50,000

     

    (3)_____$100,000                (4)_____$200,000

     

    3.  Joint
gross income with spouse during each of the last two years exceeded
$300,000

     

    (1)_____Yes                      
 (2)_____No

     

    4.  Estimated
gross income during current year exceeds:

     

    (1)_____$25,000                  (2)_____$50,000

     

    (3)_____$100,000                (4)_____$200,000

     

    5.  Estimated
joint gross income with spouse during current year exceeds $300,000

     

    (1)_____Yes                        (2)_____No

     

    C.  Net
Worth

    


    1.  Current
net worth or joint net worth with spouse (note that “net worth” includes all of
the assets owned by you and your spouse in excess of total liabilities,
including the fair market value, less any mortgage, of your principal
residence.)

    


    (1)_____$50,000-$100,000
(2)_____$100,000-$250,000 (3)_____$250,000-$500,000

     

    (4)_____$500,000-$750,000
(5)_____$750,000-$1,000,000 (6)_____over $1,000,000

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    2.  Current
value of liquid assets (cash, freely marketable securities, cash surrender value
of life insurance policies, and other items easily convertible into cash) is
sufficient to provide for current needs and possible personal
contingencies:

     

    (1)_____Yes                         (2)_____No

    


    D.  Affiliation
with the Company

     

    Are you a
director or executive officer of the Company?

    


    (1)_____Yes                         (2)_____No

     

    E.  Investment
Percentage of Net Worth

     

    If you
expect to invest at least $150,000 in Shares, does your total purchase price
exceed 10% of your net worth at the time of sale, or joint net worth with your
spouse.

    


    (1)_____Yes                         (2)_____No

     

    F.  Consistent
Investment Strategy

     

    Is this
investment consistent with your overall investment strategy?

     

    (1)_____Yes                         (2)_____No

     

    G.  Prospective
Investor’s Representations

     

    The
information contained in this Questionnaire is true and complete, and the
undersigned understands that the Company and its counsel will rely on such
information for the purpose of complying with all applicable securities laws as
discussed above.  The undersigned agrees to notify the Company
promptly of any change in the foregoing information which may occur prior to any
purchase by the undersigned of securities from the Company.

     

    
      
        	Prospective
      Investor:	 	 
	 	 	 
	_______________________________________ 	Date:________________,
      2009	 
	Signature 	 	 
	 	 	 
	_______________________________________	 	 
	

                Signature
      (of joint purchase if purchase is to be

                made
      as joint tenants or as tenants in common)

              	 


      

       

       

      
        
          
          

        

        
          43