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					                                  As filed with the Securities and Exchange Co mmission on December 9, 2009
                                                                                                                    Registration No. 333-161943


                                             SECURITIES AND EXCHANGE COMMISSION


                                                               FORM S-1/A
                                                              Amendment No. 2
                                                       REGISTRATION STATEMENT
                                                                 UNDER
                                                       THE S ECURITIES ACT OF 1933



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

                    Nevada                                           2086                                          26-2754069
 (State or other Jurisdiction of Incorporation)      (Primary Standard Classificat ion Code)             (IRS Employer Identification No.)

                                                          SPORT ENDURANCE, INC.
                                                             1890 South 3850 West
                                                           Salt Lake City, Utah 84104

                                                            Tel.: (877) 255-9218
                                           (Address and Telephone Number of Registrant’s Principal
                                              Executive Offices and Principal Place of Business)

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

                                         (Name, Address and Telephone Number of Agent for Serv ice)

                                                          Copies of co mmunications to:
                                                          Law Office o f Leo J. Moriarty
                                                         12534 Valley View Street # 231
                                                         Garden Grove, Californ ia 92845
                                                            Telephone 714-305-5783
                                                            Facsimile 714-316-1306
                                                          E- Mail LJM Legal@ao l.co m

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following bo x. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration Statement number of the earlier effective registration statement for t he same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the fo llo wing bo x and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d ) under the Securit ies Act of 1933, check the fo llo wing bo x and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following bo x. 
Indicate by check mark whether the reg istrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, or a smaller reporting
company. See the defin itions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting co mpany‖ in Rule 12b -2 of the Exchange
Act.

Large accelerated filer                                                 Accelerated filer                                          
Non-accelerated filer                                                   Smaller reporting co mpany                                 
                                               CALCULATION OF REGIS TRATION FEE

                                                                              Proposed
                                                                             Maxi mum                Proposed
                                                                             Aggregate              Maxi mum
Title of Each Cl ass Of Securities to be            Amount to be            Offering Price          Aggregate               Amount of
Registered                                           Registered               per share            Offering Price         Registration fee

Co mmon Stock, $0.001 par value per share              8,200,000        $         0.001        $              8,200   $

        (1)     Th is Reg istration Statement covers the resale by our selling shareholders of up to 8,200,000 shares of co mmo n stock
previously issued to such selling shareholders.

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


THE REGISTRANT HEREBY AM ENDS THIS REGISTRATION STATEM ENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELA Y ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT W HICH
SPECIFICA LLY STATES THAT THIS REGISTRATION STATEM ENT SHA LL THEREAFTER BECOM E EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES A CT OR UNTIL THE REGISTRATION STATEM ENT SHALL BECOM E
EFFECTIVE ON SUCH DATE AS THE COMM ISSION, ACTING PURSUA NT TO SUCH SECTION 8(a), MA Y DETERM INE.
The informati on in this preli minary prospectus is not complete and may be changed. These securities may not be sold until the
registration statement filed with the U.S. Securities and Exchange Commission (―S EC‖) is effecti ve. This preliminary prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdicti on where the off er or sale is not
permi tted.

                                                  Subject to completion, dated December 9, 2009

                                                                  PROSPECTUS

                                                          SPORT ENDURANCE, INC.

                                                  8,200,000 SHARES OF COMMON STOCK



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

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

Until (        ), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a
prospectus. This is in addit ion to the dealers' obligation to deliver a prospectus when acting as underwriters and with respe ct to their unsold
allot ments or subscriptions.

        Investing in our common stock invol ves a high degree of risk. See ―Risk Factors‖ beginni ng on page 5 to read about factors
you shoul d consi der before i nvesting in shares of our common stock.

       NEITHER THE S.E.C. NOR ANY STATE S ECURITIES COMMISS ION HAS APPROVED OR DISAPPROVED OF
THES E S ECURITIES OR DETER MINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLET E. ANY REPRES ENTATION
TO THE CONTRARY IS A CRIMINAL OFFENS E.




                                               The Date of This Pros pectus is: December 9, 2009
                                                          TABLE OF CONTENTS


                                                                                        PAGE
Prospectus Summary                                                                        1
Summary of Financial Information                                                          3
Risk Factors                                                                              5
Use of Proceeds                                                                          12
Determination of Offering Price                                                          12
Dilution                                                                                 12
Selling Shareholders                                                                     12
Plan of Distribution                                                                     14
Description of Securit ies to be Registered                                              15
Interests of Named Experts and Counsel                                                   16
Description of Business                                                                  17
Description of Property                                                                  23
Legal Proceedings                                                                        23
Market for Co mmon Equity and Related Stockholder Matters                                23
Management's Discussion and Analysis of Financial Condit ion and Financial Results       24
Directors and Executive Officers                                                         31
Executive Co mpensation                                                                  33
Summary Co mpensation table                                                              34
Security Ownership of Certain Beneficial Owners and Management                           35
Transactions with Related Persons, Pro moters and Certain Control Persons                37
Disclosure of Co mmission Position on Indemnification of Securit ies Act Liabilit ies    38
Financial Statements                                                                     F-1

                                                                       i
Summary Information, Risk Factors and Rati o of Earnings to Fi xed Charges.

                                                         PROSPECTUS S UMMARY

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

Overview

We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc. The Co mpany ceased all
development stage operations in 2002. The Co mpany was dormant fro m 2002 until July of 2009. The Co mpany has had no revenues or
expenses for this time period.

The Co mpany was revived on July 28, 2009 in order to enter into the energy Gel Cap and energy drink market. The Co mpany chang ed its name
to Sport Endurance, Inc. in August 2009. On August 20, 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc.

Sport Endurance, Inc. is presently marketing for sale one Soft-Gel capsule (named Sport Endurance 8-hour Energy Soft-Gels).

In 2011 Sport Endurance, Inc. intends to market and distribute quality beverage, snacks and dietary supplement s products.

In 2011 the company intends to offer Shocking Great Taste energy drinks in 6 flavors. Mango Cream, Raspberry Cream, Fru it Pun ch, Tropical,
Doo Drop and Cran-Grape. The co mpany intends to offer regular and sugar free versions of Mango Cream.

In January of 2011, Sport Endurance intends to launch sugar free energy shots. The sugar free shots would be offered in 4 fla vors, Mango,
Tropical, Fruit Punch and Raspberry.

Sport Endurance has not commenced its major operat ions of having its one product a soft -gel capsule named Sport Endurance 8-hour Energy
Soft-Gels, manufactured by an unaffiliated outside provider (Soft Gel Technologies, Inc. (SGTI) and the Co mpany has not distributed the
product to anyone. The company is presently marketing Sport Endurance 8 -hour Energy Soft-Gels in the Salt Lake City, Utah area. The
company will not have any 8-hour Energy Soft-Gels manufactured until the company has sold the product to an end user. Sp ort Endurance is
considered a development stage company because it has not commenced its major operations. In addition the co mpany has not ach ieved any
revenue in connection with its business to date. As a result we are a startup company, th at is, we have no operating h istory or revenue, and are
at a competit ive disadvantage.

The competition for and difficulty in selling energy Gel Caps may affect our ability to develop profitable operations in the future. Co mpanies
that are engaged in energy Gel Caps, retail p roducts, include large, established companies with substantial capabilities an d long earnings
records.

We have no operating history and expect to incur losses for the foreseeable future. Should we continue to incur losses for a significant amount
of time, the value of your investment in the common shares could be affected downward, and you could even lose your entire in vestment.

We have not yet received any revenues fro m our develop ment stage operations, nor have we otherwise engag ed in any business operations.
Sport Endurance is a develop ment stage company and in the absent of revenues and operations the Independent Audit Report date d August 31,
2009, cites a going concern. The going concern statement opinion issued by the independ ent auditors is the result of a lack o f operations and
working capital.

The company will need to raise capital which concerned the independent auditors because there is insufficient cash for operations for the next
twelve months. We will have to seek other sources of capital. Presently no other sources have been identified and it is unknown if any other
sources will be identified.

We established the minimu m amount of $ 75,000 so that operations could start, even if on a s mall scale in o rder to generate some type of
revenue. It is our opinion that if operations were not to start it would be extremely d ifficult , if not impossible, to raise any form of capital.

                                                                        1
Where You Can Find Us

Our principal executive office is located at SPORT ENDURANCE, INC. 1890 South 3850 West Salt Lake City, Utah 84104 and our te lephone
number is. (877) 255-9218. Our Internet address is http://www.sportenduranceinc.com

INTERNET ADDRESS
Our Internet address is http://www.sportenduranceinc.com

The company was unable to obtain the web domain name of sportendurance.com before October 30, 2009. On October 30, 2009 the c ompany
registered the web domain name of sportenduranceinc.com for its co mpany website location. The website posted in October of 2009 at
http://www.sebev.net was a web site designer’s proposed site for Sport Endurance, Inc. The www.sebev.net was to be a controlled proposed
future site for the co mpany’s Officers only and not for the public ’s use. The www.sebev.net depicted what the web designer thought Sport
Endurance, Inc. could look like one year fro m now.

This site was not authorized by Sport Endurance, Inc. and has been removed. The company does not have any products be ing produced in
house. The company does not have a National presence nor does the company have any distribution in retail outlets such as 7 -11, Flying J.
Piggly Wigg ly and The Sports Authority. The co mpany has no revenues and does not private label any b usiness.
Our Internet address is http://www.sportenduranceinc.com
                                                                    2
The Offering

Common stock offered by selling              8,200,000 shares of common stock. Th is number represents approximately 13% of our current
security hol ders                            outstanding common stock (1).

Common stock outstandi ng before the         57,200,000 co mmon shares as of August 31, 2009.
offering

Common stock outstandi ng after the          57,200,000 shares.
offering

Terms of the Offering                        The selling security holders will determine when and how they will sell the co mmon stock offered
                                             in this prospectus.

Termination of the Offering                  The offering will conclude upon the earliest of (i) such time as all o f the common stock has been
                                             sold pursuant to the registration statement or (ii) such time as all of the co mmon stock beco mes
                                             elig ible for resale without volume limitations pursuant to Ru le 144 under the Securities Act, or
                                             any other rule of similar effect.

Use of proceeds                              We are not selling any shares of the common stock covered by this prospectus.

Risk Factors                                 The Co mmon Stock offered hereby involves a high degree of risk and should not be purchased by
                                             investors who cannot afford the loss of their entire investment. See ―Risk Factors‖ beginning on
                                             page 5.

                                        (1) Based on 57,200,000 shares of common stock outstanding as of August 31, 2009.

                                               SUMMARY OF FINANCIAL INFORMATION

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




                                THE REMAINDER OF THIS PAGE IS LEFT B LANK INTENTIONALY

                                                                        3
                                    SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                             (A DEVELOPMENT S TAGE COMPANY)
                                                STATEMENTS OF OPERATIONS


                                                                                                                           January 3,
                                                                                     For the              For the             2001
                                                                                   year ended           year ended       (inception) to
                                                                                   August 31,           August 31,         August 31,
                                                                                      2009                 2008               2009

Revenue                                                                        $                -   $                -   $                -

Operating expenses:
      General and administrative                                                                -                    -            3,200
      Professional fees                                                                         -                    -          125,000

             Total operating expenses                                                           -                    -          128,200

Net operating loss                                                                              -                    -         (128,200 )

      Offering costs                                                                            -                    -          (13,000 )

Loss before provision for inco me taxes                                                         -                    -         (141,200 )

      Provision for inco me taxes                                                               -                    -                    -

Net (loss)                                                                     $                -   $                -   $     (141,200 )


Weighted average number of common shares
     outstanding - basic and fully d iluted                                          29,797,808           29,200,000


      Net (loss) per share - basic and fully diluted                           $                -   $                -


                                                                 4
                                                               RIS K FACTORS

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

Risks Related to Our Business

WE HAVE NO OPERATING HIS TORY AND EXPECT TO INCUR LOSSES FOR THE FORES EEAB LE FUTUR E. S HOULD WE
CONTINUE TO INCUR LOSS ES FOR A S IGNIFICANT AMOUNT OF TIME, THE VALUE OF YOUR INVES TMENT IN THE
COMMON SHARES WILL B E AFFECTED, AND YOU COULD EV EN LOS E YOUR ENTIRE INVESTMENT.

We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc. The Co mpany ceased all
development stage operations in 2002. The Co mpany was dormant fro m 2002 until July of 2009. The Co mpany has had no revenues or
expenses for this time period.

The Co mpany was revived on July 28, 2009 in order to enter into the energy Gel Cap and energy drink market. The Co mpany chang ed its name
to Sport Endurance, Inc. in August 2009. On August 20, 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc. The
company has no operating history from inception to Prospectus date.
Presently we have no revenues and development stage operating loss from inception to August 31, 2009 of $128,200. We expect to incur
further losses for the foreseeable future due to additional costs and expenses related to:
           ● The imp lementation of our direct sales model through Mr. Timothy and Mr. Schuurman through the commencement of sales
                will cost at least $75,000. We need to establish and print all of the market ing material. We have allocated $15,000 toward
                market ing materials wh ich include filers, broachers, website design. The co mpany intends to allocate these funds as soon as
                they are available.

          ●    The development of strategic relationships with convenience stores in the Salt Lake City, Utah, area will cost the company at
               least $10,000. We need to educate convenience stores buyers about our products and work to obtain shelf space. We shall d o
               this through direct sales and direct mail. The co mpany intends to allocate $5,000 as soon as funds are availab le to the co mpan y
               and $5,000 six months later when the funds become available.

          ●    Software and hardware updates to maintain service and maintain the co mpany office will cost the company at least $3,000. As a
               direct sales company continued improvements and upgrade to our systems is required. User features and website content updates
               are vital to continued visitations by online users. This cost signifies the system modifications. The company intends to allocate
               these funds with four month of the funds becoming availabe

          ●    Program ad ministration and working capital expenses until such time as there are sufficient sales to cash-flow operations will
               cost the company at least $30,000. This is the necessary working capital to fund operations until such time as revenues excee d
               expenses. This will cover o ffice rent, at $1,995 per month, audit fees , legal and all other management expenses such as those
               fro m industry consultants and advisors. The company intends to pay its lease payments on timily base on the first of every
               month and pay audit fees and legal and all other management fees as they bec ome due.

          ●    Manufacturing and packaging of 8 hour Energy Gel Caps - production of 26,584 6-pack cards will cost the company at least
               $17,000. We would need $6,300- manufacturing of 159,504 capsules, $6,100- packag ing into 6 pack blister cards, $500-
               packaging 12, 6 pack blister cards into a bo x, and $150- packaging 12 bo xes into a master case. Delivery costs to Salt Lake Cit y,
               Utah office $3,000 and $950 delivery to customer. The co mpany intends to allocate funds to manufacturing, packaging and
               shipping only after a purchse order has been delivered to the company. (The company does not have a min imu m amount that it
               must contract for in manufacturing or packaging its product. The above costs are for the amounts stated.)

                                                                        5
ONCE TRANSACTING B US INESS, THE COMPETITION FOR AND DIFFICULTY IN S ELLING EN ERGY SOFT GEL
CAPS ULES COULD AFFECT OUR AB ILITY TO DEV ELOP PROFITAB LE OPERATIONS.

Many companies that are engaged in the energy gel capsule business include large, established companies with substantial capabilities and long
earnings records. We may be at a co mpetit ive disadvantage in pro moting our Sport Endurance 8 hour soft Gel capsule, as we mus t compete
with these companies, many of which have greater financial resources and larger technical staffs than we do.

WE HAVE NO OPERATING HIS TORY AND FACE MANY OF THE RIS KS AND DIFFICULTIES FREQUENTLY
ENCOUNTERED B Y A YOUNG COMPANY.

We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc. The Co mpany ceased all
development stage operations in 2002. The Co mpany was dormant fro m 2002 until July of 2009. The Co mpany has had no revenues or
expenses for this time period.

The Co mpany was revived on July 28, 2009 and changed its name to Sport Endurance, Inc. in August 2009. In August 2009 Robert Timothy
acquired controlling interest in Sport Endurance, Inc.

We revived the co mpany on July 28, 2009 and began developmental stage operations in August 2009. We have a no operating history for
investors to evaluate the potential of our business development. We will begin to market our one product in the Salt Lake Cit y, Utah, area and
development our brand name. In addition, we also face many of the risks and difficu lties inherent in introducing a new prod uct. These risks
include the ability to:

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

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

WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR B US INESS.

The development of our services and product will require the co mmit ment of resources to increase the advertising, marketing and future
expansion of our business. In addition, expenditures will be required to enable us to conduct existing and planned business r esearch,
development of products and associate offices, and marketing of our existing and future services and products. Current ly, we have no
established bank-financing arrangements and as of August 31, 2009 the company has $3,200 in working capital. We wou ld need to seek
additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other
arrangements with corporate partners.

We cannot give you any assurance that any additional financing will be availab le to us, or if available, will be on terms fav o rable to us. The
sale of additional equity securities could result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt
service obligations and could require us to agree to operating and financing covenants that would restrict our future develop ment stage
operations. If adequate additional financing is not available on acceptable terms, we ma y not be able to implement our business development
plan or continue our business development stage operations. Presently no other sources have been identified and it is unkn own if any other
sources will be identified.

WE MAY NOT B E AB LE TO B UILD OUR B RAND AWARENESS.

Develop ment and awareness of our brand Sport Endurance will depend largely upon our success in creating a customer base and potential
referral sources. In order to attract and retain customers and to promote and maintain our brand in respo nse to competitive pressures,
management plans to gradually increase over the next 12 months our marketing and advertising budgets as funding allows. If we are unable to
economically pro mote or maintain our brand, then our business, results of development stage operations and financial co ndition could be
severely harmed. We have not yet received any revenues from our develop ment stage operations, nor have we otherwise engaged i n any
business operations and we do not have any customers.
FUTUR E B US INESS OPEARTIONS VIA THE INT ERNET MAY S UBJ ECT US TO A NUMB ER OF LAWS AND REGULATIONS
TO B E ADOPTED WITH RESPECT TO THE INTERNET MARKETPLACE, AND THE UNCERTAINTY RELATED TO THE
APPLICATION OF MANY EXIS ITNG LAWS TO THE INTERNET MARKETPLACE CREAT ES UNCERTAINITY TO OUR
B USINESS DEV ELOPMENT.

                                                  6
At present, selling Soft-Gel Caps and energy drinks is not a government-regulated industry, so we do not need to obtain governmental appro val
to market and sell our products over the Internet, except that we are subject to the laws and regulations generally applicable to businesses and
directly applicab le to offline and online commerce. Ho wever, because the Internet is interstate in nature, we are able to offer our products
across the country.

In addition, our management is not certain how our business may be affected by the application of existing laws governing iss ues such as
property ownership, copyrights, encryption, and other intellectu al p roperty issues, taxat ion, libel and export or impo rt matters, because the vast
majority of these laws were adopted prior to the advent of the Internet, and therefore, do not contemplate or address the unique issues of the
Internet and related technologies. Changes in laws that are intended to address these issues could create uncertainty in the Internet marketplace,
which could in the future reduce demand for our products or increase our cost of development stage operations as a result of litigation or
arbitration. Presently we have not yet received any revenues from our development stage operations, nor have we otherwise engaged in any
business operations.

OUR FUTURE S UCCESS RELIES UPON A COMB INATION OF PATENTS AND PATENTS PENDING, PROPRIETARY
TECHNOLOGY AND KNOW-HOW, TRADEMARKS, CONFIDENTIALITY AGR EEMENTS AND OTHER CONTRACTUAL
COVENANTS TO ES TAB LIS H AND PROTECT OUR INTELL ECTUAL PROPERTY RIGHTS . IF OUR PRODUCTS ARE
DUPLICATED OUR RES ULTS OF OPERATIONS WOULD B E NEGATIV ELY IMPACTED.

Presently we do not have any applications submitted for t rademark protection for "Sport Endurance ‖ and our slogan "Shocking Great Taste,"
when funding permits we will apply for trademark protection.

Sport Endurance and Shocking Great Taste has not been approved. Because intellectual property protection is crit ical to our future success, we
intend to rely heavily on trademark, trade secret protection and confidentiality or license agreements with our employees, cu stomers, partners
and others to protect proprietary rights. However, effect ive trademark, service mark and trade secret protection may not be available in every
country in which we intend to sell our products and services online. Unauthorized part ies may attempt to copy aspects of our products or to
obtain and use our proprietary information. As a result, litigation may be necessary to enforce our intellectual property rights to prot ect our
trade secrets and to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and
diversion of recourses and could significantly harm our business and operating results.

Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar p roprieta ry rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or oth erwise
decrease the value of intended trademarks and other proprietary rights.

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

WE HAVE REC EIVED AN OPINION OF GOING CONCERN FROM OUR AUDITORS. IF WE DO NOT REC EIVE
ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEAS E DEV ELOPMENT S TAGE OPERATIONS. AN
INVES TMENT IN OUR S ECURITIES REPRES ENTS SIGNIFICANT RIS K AND YOU MA Y LOS E ALL OR PART YOUR
ENTIRE INVES TMENT.

Our independent auditors noted in their report accompanying our financial statements for the period ended August 31, 2009 t hat we have not
made a pro fit. As of August 31, 2009, we had a loss of $128,200, They further stated that the uncertainty related to
these conditions raised substantial doubt about our ability to continue as a going concern. At December 1, 2009 , our cash was
$2,700. We do not currently have sufficient capital resources to fund operations. To stay in business, we will need to raise additional capital
through public or private sales of our securities, debt financing or short-term bank loans, or a co mbination of the foregoin g.

We will need additional capital to fu lly imp lement our business, operating and development plans. Ho wever, addit ional funding fro m an
alternate source or sources may not be available to us on favorable terms, if at all. To the extent that money is raised thro ugh the sale of our
securities, the issuance of those securities could result in dilution to our existing security ho lder. If we raise money through debt financing or
bank loans, we may be required to secure the financing with some or all of our business assets, which could be sold or retained by
the creditor should we default in our pay ment obligations. If we fail to raise sufficient funds, we would have to curtail or cease operations.

                                                                          7
Management has developed what it believes is a viable plan of removing the threat to the continuation of the business. Manage ment feels the
Co mpany’s continuation as a going concern depends upon its ability to obtain additional sources of capital and finan cing. Specifically,
management wants to raise additional permanent capital through debt instruments such as bank loans, or private financing. The goal of this
effort is to provide working capital for the next year. Presently we do not have any existing sou rces or plans for financing.

THE COMPANY IS GOVERNED B Y MR. ROB ERT TIMOTHY, OUR SOLE DIRECTOR, CHIEF EX ECUTIVE OFFICER,
PRES IDENT, AND S ECRETARY, (PRINCIPAL EXEC UTIVE OFFICER), AND, AS SUCH, THER E MAY B E SIGNIFICANT
RIS K TO THE COMPANY FROM A CORPORATE GOVERNANCE PERSPECTIVE.

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

Our Chief Executive Officer, President, Secretary, and Sole Director (Principal Executive Office r), Mr. Timothy, exercises control over all
matters requiring shareholder approval including the election of directors and the approval of significant corporate transact ions. We have not
voluntarily imp lemented various corporate governance measures, in th e absence of which, shareholders may have more limited protections
against the transactions implemented by Mr. Timothy, conflicts of interest and similar matters.

THE COMPANY IS HEAVILY R ELIANT ON MR. ROB ERT TIMOTHY, OUR CHIEF EX ECUTIV E OFFICER,
PRES IDENT, S ECRETARY, AND SOLE DIRECTOR (PRINCIPAL EXEC UTIVE OFFICER ), AND, AS S UCH, THE LOSS OF
HIS S ERVICES COULD HAVE S IGNIFICANT MATERIAL ADVERS E EFFECT ON THE COMPANY.

The Co mpany is heavily dependent on the efforts of Mr. Timothy, its Ch ief Executive Officer, President, Secretary, and Sole Director
(Principal Executive Officer). The loss of his services could have a material adverse effect on the Co mpany. The Co mpany currently does not
maintain key man life insurance on this individual. Mr. Timothy has experience and past expertise in the energy drink business. There can be
no assurance that a suitable replacement could be found for him upon ret irement, resignation, inability to act on our behalf, or death. The
company has no plans of entering into an emp loyment agreement with Mr. Timothy.
OUR FUTUR E GROWTH MAY REQUIR E RECRUITMMENT OF QUALIFIED EMPLOYEES .

In the event of our future growth in ad ministration, marketing, and customer support functions, we may ha ve to increase the depth and
experience o f our management team by adding new members. Our future success will depend to a large degree upon the active par ticipation of
our key officers and employees. There is no assurance that we will be able to employ qua lified persons on acceptable terms. Lack of qualified
emp loyees may adversely affect our business development.

WE MAY INCUR S IGNIFICANT COS TS TO B E A PUB LIC COMPANY TO ENS URE COMPLIANCE WITH U.S. CORPORATE
GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MA Y NOT B E AB LE TO ABSORB S UCH COS TS.

We may incur significant costs associated with our public co mpany reporting requirements, costs associated with newly applica ble corporate
governance requirements, including requirements under the Sarbanes -Oxley Act of 2002 and other rules implemented by the SEC. We expect
all of these applicable rules and regulations to significantly increase our legal and financial co mp liance costs and to make so me activit ies more
time consuming and costly. We also expect that these applicable ru les and regulations may make it mo re difficult and more expensive for us to
obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially h igher
costs to obtain the same or similar coverage. As a result, it may be mo re difficult for us to attract and retain qualified individuals to serve on our
board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these ne wly applicable
rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition , we may not be
able to absorb these costs of being a public company wh ich will negatively affect our business develop ment stage operations.

                                                                          8
THE LIMIT ED PUB LIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERS ELY IMPACT OUR
AB ILITY TO COMPLY WITH THE REPORTING REQUIR EMENTS OF U.S. S ECURITIES LAWS.

Our management team has limited public co mpany experience, wh ich could impair our ability to co mply with legal and regulatory
requirements such as those imposed by Sarbanes -Oxley Act of 2002. Our senior management has never had sole responsibility for managing a
publicly traded company. Such responsibilities include comp lying with federal secu rities laws and making required disclosures on a timely
basis. Our senior management may not be able to imp lement programs and policies in an effective and timely manner that adequa tely respond
to such increased legal, regulatory co mpliance and reporting requirements, including the establishing and maintaining intern al controls over
financial reporting. Any such deficiencies, weaknesses or lack of co mpliance could have a materially adverse effect on our ability to comply
with the reporting requirements of the Securit ies Exchange Act of 1934, as amended (the ―Exchange Act‖), wh ich is necessary to maintain our
public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public co mpany would be in jeopardy in
which event you could lose your entire investment in our co mpany.

Risk Related To Our Capital Stock

WE MAY NEV ER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if
any, to support developmental stage operations and to finance expansion and therefore we do not anticipate paying any cash di vidends on our
common or p referred stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon,
among other things, the results of our developmental stage operations, cash flows and financial condition, develop mental stag e operating and
capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future divide nds will be paid, and,
if d ividends are paid, there is no assurance with respect to the amount of any such dividend.

OUR CONTROLLING S ECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTER ES TS.

Mr. Timothy beneficially owns approximately 60% of our capital stock with voting rights. In this case, Mr. Timothy will be able to exercise
control over all matters requiring stockholder approval, including the election of directors, amendment of our cert ificate of incorporation and
approval of significant corporate transactions, and they will have significant control over our management and policies. The directors elected
by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This co ntrol may have the
effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other security holders to approve
transactions that they may deem to be in their best interest. For examp le, our controlling security holder will be able to co ntrol the sale or other
disposition of our developmental stage operating businesses.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECT ORS AT OUR
EXPENS E AND LIMIT THEIR LIAB ILITY WHICH MAY RES ULT IN A MAJOR COS T TO US AND HURT THE INTERES TS
OF OUR SHAREHOLDERS B ECAUS E CORPORATE RESOURCES MAY B E EXPENDED FOR THE B EN EFIT OF OFFICERS
AND/OR DIRECTORS.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees , and agents, under
certain circu mstances, against attorney's fees and other expenses incurred by them in any lit igation to which they become a p arty arising fro m
their association with or activ ities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees,
or agents, upon such person's written pro mise to repay us if it is ultimately determined that any such person shall not have been entitled to
indemn ification. Th is indemnification policy could result in substantial e xpenditures by us, which we will be unable to recoup.

                                                                          9
We have been advised that, in the opinion of the SEC, indemnification for liabilit ies arising under federal securities laws i s against public
policy as exp ressed in the Securities Act of 1933, as amended (the ―Securities Act‖), and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a d irector,
officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, o fficer o r controlling person in
connection with the securities being reg istered, we will (unless in the opinion of our counsel, the matter has been settled by controlling
precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The legal process relating to th is matter if it were t o occur is likely
to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price
for our shares, if such a market ever develops.

THE OFFERING PRICE OF THE COMMON STOCK WAS ARB ITRARILY DET ERMIN ED, AND THEREFORE SHOULD NOT
B E US ED AS AN INDICATOR OF THE FUTUR E MARKET PRICE OF THE S ECURITIES. THER EFORE, THE OFFERING
PRICE B EARS NO RELATIONS HIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR S HARES DIFFICULT TO S ELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.001 per share for the shares of co mmon
stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects,
no operating history and the general condition of the securities market. The offering price bears no relationship to the book va lue, assets or
earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator o f the future
market price of the securities.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERS HIP INTER ES T B ECAUS E OF THE FUT URE ISSUANCE OF
ADDITIONAL S HARES OF OUR COMMON STOCK AND OUR PREFERRED S TOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our
present stockholders. We are currently authorized to issue an aggregate of 100,000,000 shares of capital stock consisting of 90,000,000 shares
of common stock, par value $0.001 per share, and 10, 000,000 shares of ―blank check‖ p referred stock, par value $0.001 per share.

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

OUR COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY B E S UBJ ECT TO RES TRICTIONS ON
MARKETAB ILITY, SO YOU MAY NOT B E AB LE TO S ELL YOUR S HARES .

If our co mmon stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that req uire
brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requir ements may cause a
reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders t o sell their
securities.

                                                                          10
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securitie s
exchanges or quoted on the NASDAQ system). Penny stock rules require a bro ker-dealer, prior to a t ransaction in a penny stock not otherwise
exempt fro m the rules, to deliver a standardized risk disclosure document that provides informat ion about penny stocks and th e risks in the
penny stock market. The broker-dealer also must provide the customer with current bid and offer quotation s for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each
penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of
reducing the level of trad ing activity, if any, in the secondary market for a security that beco mes subject to the penny stock ru les. The
additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers fro m effecting transactions in our
securities, which could severely limit the market price and liquid ity of our securities. These requirements may restrict the ability of
broker-dealers to sell our co mmon stock and may affect your ability to resell our co mmon stock.

THER E IS NO ASS URANCE OF A PUB LIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THER EFORE, YOU MAY B E UNAB LE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our co mmon stock. Our sh ares have not been listed or quoted on any exchange or quotation
system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, wh ich operates the OTCBB,
nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will d evelop or that if
developed, will be sustained. In the absence of a trading market, an investor may be unable to liqu idate their investment.

                                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

    *   future earnings and cash flow
    *   develop ment projects
    *   business strategy
    *   expansion and growth of our business and operations
    *   our estimated financial info rmation

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

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

                                                                       11
                                                              US E OF PROCEEDS

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

                                                 DETER MINATION OF OFFERING PRICE

Since our co mmon stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of commo n stock was
arbitrarily determined. The offering price of the shares of our co mmon stock has been determined arbitrarily by us and does not necessarily
bear any relationship to our book value, assets, past developmental stage operating results, financial condition or any other established criteria
of value. The facts considered in determining the offering price were our financial condition and prospects, no operating history and the
general condition of the securities market.

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

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

                                                                   DILUTION

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

                                                      SELLING S ECURITY HOLDERS

The common shares being offered for resale by the selling security holders consist of the 8,200,000 shares of our common stock held by 21
shareholders. Such shareholders include the holders of the 3,000,000 shares of its $.001 par value common stock during May 20 01 in a private
placement under Rule 506 of the Securities Act of 1933 for $15,000 in cash, or $0.00 5 per share there are a total of nin eteen individual
investors. Due to a lack of operations, management believes the purchase price of $0.005 per share is representative of fair value. One
shareholder Joseph Scarpello performed legal services fo r the shares in 2002. In addit ion, we are also reg istering a total of 5,000,000 shares to
one (1) co mpany SLC AIR, INC. who purchased 5,000,000 shares fro m the Joseph Scarpello in December of 2007 for a total of $5, 000.

The follo wing table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of
the selling stockholders as of August 31, 2009 and the number of shares of common stock being offered by the selling stockholders. The shares
being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for
resale fro m time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling
stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership
has been furnished by the selling stockholders.

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

         TOTA L:                                            8,200,000           8,200,000

       Beneficial owners, control persons

(1)    World wide investment Ban king, Saleim Breidy , control person, majority shareholder.
(2)    Hydro Seal, Lee Sheppard , control person, majo rity shareholder.
(3)    J.V. Egan Construction, James V. Egan , control person, majority shareholder.
(4)    SLC AIR, INC., Stephen Crittenden , control person, majority shareholder.

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

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

                                                                        13
         (1) Joseph Scarpello was the sole Director, President and Chief Executive Officer of Cayenne Construction, Inc. fro m February 10,
2002 through August 20, 2009. He presently owns 200,000 shares of the company stock, wh ich he obtained in 2002.

                                                          PLAN OF DIS TRIB UTION

The selling security holders may sell some or all of their shares at a fixed price of $0.001 per share until our shares are q uoted on the OTCBB
and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may
sell their shares in p rivate transactions to other indiv iduals. Although our common stock is not listed on a public exchange, we will be filing to
obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker
must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a marke t maker will
agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such a n
application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.0 01 until a market
develops for the stock.

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stoc kholders, who
may be deemed to be underwriters, directly to one or more purchasers or throu gh brokers or dealers who act solely as agents, at market prices
prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, wh ich may be changed.
The distribution of the shares may be effected in one or more of the fo llo wing methods:

          ●    ordinary brokers transactions, which may include long or short sales,
          ●
               transactions involving cross or block trades on any securities or market where our co mmon stock is trading, market where our
               common stock is trading,
          ●    through direct sales to purchasers or sales effected through agents,
          ●
               through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or
               otherwise), or
          ●    any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with bro ker -dealers who may engage in short sales, if short sales were
permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter
into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold
thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker
dealers.

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of
shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus
(as it may be supplemented or amended fro m time to t ime) available to the selling security holders for the purpose of satisfy ing the prospectus
delivery requirements of the Securities Act. The selling security holders may indemn ify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Bro kers, dealers, or agents participating in the d istribution of the shares may receive co mpensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for who m such broker-dealers may act as agent or to who m they
may sell as principal, or both (wh ich compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the
selling stockholders nor we can presently estimate the amount of such compensation. We know of n o existing arrangements between the selling
stockholders and any other stockholder, broker, dealer or agent relating to the sale or d istribution of the shares. We will n ot receive any
proceeds fro m the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,352.00. The majo rity
of these expenses have already been paid and are included in the financial statement.

                                                                        14
Notwithstanding anything set forth herein, no FINRA member will charge co mmissions that exceed 8% of the total proceed s of th e offering
pursuant to FINRA Ru le 2710.

                                          DES CRIPTION OF S ECURITIES TO B E REGIS TER ED

General

We are authorized to issue an aggregate number of 100,000,000 shares of capital stock, of which 90,000,000 shares are co mmon stock, $0.001
par value per share, and 10,000,000 shares are preferred stock, $0.001 par value per share.

Co mmon Stock

We are authorized to issue 90,000,000 shares of common stock, $0.001 par value per share. Currently we have 57,200,000 shares of co mmon
stock issued and outstanding.

The holder of co mmon stock is entitled to one vote for each share held of record on all matters submitted to a vote of the se curity holders. We
do not have cumulative voting rights in the elect ion of d irectors, and accordingly, holders of a majority o f th e voting shares are able to elect all
of the directors.

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

In the event of a liquidation, d issolution or winding up of our co mpany, holders of common stock are entitled to share ra tably in all of our
assets remaining after pay ment of liabilit ies. Ho lders of co mmon stock have no preemptive or other subscription or conversion rights. There
are no redemption or sinking fund provisions applicable to the co mmon stock.

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

Common and Preferred Stock

We are presently authorized to issue 90,000,000 shares of $.001 par value common stock. Currently we have 57,200,000 shares o f common
stock issued and outstanding. We are also authorized to issue 10,000,000 shares of $.001 par value preferred stock. Cu rrently we have
2,000,000 shares of preferred stock issued and outstanding . Class A preferred shares provides for, at the holders ’ option, a 1 to 3 conversion
to common stock i.e. for every one share of Class A preferred stock converts to 3 shares of common stock. Additionally, fo r every 1 share of
Class A preferred stock equals 3 co mmon share votes. There is no conversion fee associated with the preferred shares. Class A preferred shares
have no dividends rights and no liquidation rights. At liquidation Class A preferred shares may convert to common shares. Class A preferred
shares have no registration rights. Class A preferred shares have no other rights.
All shares when issued will be fully paid and non-assessable. All common stock shares are equal to each other with respect to liquidation and
dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders’ meet ing. Ho lders of shares of
common stock are entit led to receive such dividends as may be declared by the Board of Directors out of funds legally availab le therefo re, and
upon liquidation are entitled to participate pro-rata in a distribution of assets available for such a distribution to shareholders.

There are no conversion rights, pre-emptive or other subscription rights or priv ileges with respect to common shares. Reference is made to our
Articles of Incorporation for a mo re co mplete description of the rights and liabilit ies of holders of co mmon stock.

                                                                          15
Our shares do not have cumulative voting rights; consequently the holders of more the 50% of the shares voting for each elect ion of directors
may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggrega ting less than 50% will not be
able to elect any d irectors. We will furnish annual reports to our shareholders, which will include financial statements and other interim reports
as we deem appropriate.

Warrants

We currently have no issued or outstanding warrants.

Li qui dation Rights

Upon our liquidation or dissolution, each outstanding common share will be entitled to share equally in our assets legally av ailab le for
distribution to shareholders after the payment of all debts and other liab ilit ies. Preferred shares have no special liquidation rights.

Voting Rights

Holders of our co mmon shares are entit led to cast one vote for each share on co mmon stock held of record at all shareholders meetings for all
purposes. Holders of our Class A preferred stock cast 3 votes for each share held.

Amendment of our Bylaws

Our bylaws may be adopted, amended or repealed by the affirmat ive vote of a majority of our outstanding shares. Subject to applicable law, our
bylaws also may be adopted, amended or repealed by our board of directors

Other Rights

Co mmon shares are not redeemable, have no conversion rights and carry no preemptive or other rights to subscribe to or purcha se additional
common shares in the event of a subsequent offering. There is no provision in our charter or by-laws that would delay defer or prevent a change
in control of us. Preferred Class A, shares have conversion rights to common shares. Preferred Class A converts to 3 shares of common stock
for each share held.

Transfer Agent and Registrar

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

                                           INTERESTS OF NAMED EXPERTS AND COUNS EL

This Form S-1 Registration Statement was prepared by our counsel, The Law Office of Leo J. Moriarty. The financial statements attached
hereto were audited by M & K CPAS. Neither The Law Office of Leo J. Moriarty nor M & K CPAS, has any interest continge nt or otherwise
in Sport Endurance, Inc.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was
emp loyed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the
registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer, or emp loyee.

The financial statements included in this prospectus an d the registration statement have been audited by M&K CPAS, PLLC and associates
Cert ified Public Accountants to the extent and for the periods set forth in their report appearing elsewhere herein and in th e registration
statement, and are included in reliance upon such report given upon the authority of said firm as experts in audit ing and accounting.

                                                                        16
                                                       DES CRITION OF B US INESS

General Overv iew

Sport Endurance, Inc. was incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc. The
Co mpany changed its name to Sport Endurance, Inc. in August of 2009.

Sport Endurance, Inc. is presently marketing one Soft-Gel capsule (named Sport Endurance 8-hour Energy Soft-Gels). The Company intends
to offer energy drin ks and energy shots in 2011.

Sport Endurance has not commenced its operations of having its one product a soft -gel capsule named Sport Endurance 8-hour Energy
Soft-Gels, manufactured by an unaffiliated outside provider (Soft Gel Technologies) and the Co mpany has not distributed the produc t to
anyone. The company is presently marketing Sport Endurance 8-hour Energy Soft-Gels in the Salt Lake City, Utah area. Sport Endurance is
considered a develop ment stage company because it has not commenced its operations. In addit ion the co mpany has not achieved any revenue
in connection with its business to date. As a result we are a startup company, that is, we hav e no operating history or revenue, and are at a
competitive d isadvantage.
The Co mpany’s offices are located at 1890 South 3850 West Salt Lake City, Utah, 84104. The Co mpany ’s Telephone number is (877)
255-9218.

ORGANIZATON WITHIN LAST FIVE YEA RS

SPORT ENDURANCE, INC. (the "Co mpany" or the "Registrant") was formerly known as Cayenne Construction, Inc. and was originally
incorporated in the State of Nevada on January 1, 2001. The Co mpany was in the business of reselling concrete. The Co mpany ceased
development stage operations in the concrete business in 2002. In July of 2009, the board of directors of the Co mpany revived the Nevada
Corporation under the name SPORT ENDURANCE, INC.

The purpose of reviving the Nevada Corporation was to develop the business of Sport Endurance energy Gel-Caps. The revival was
completed by the filing of Articles of Revival with the Secretary of State of Nevada on Ju ly 28, 2009. The Co mpany changed its name on
August 6, 2009 to SPORT ENDURANCE, INC. In August 2009 Robert Timothy purchased the majority shares of SPORT ENDURANCE,
INC. and became the President and sole Director of the company.

At this time, the company is marketing its energy Gel-Caps to convenience stores in the Salt Lake City, Utah area. The co mpany intends to
market its energy Gel Caps through a combination of direct sales, referrals and networking with in the industry. To date the company has not
generated any sales. Upon a purchase order being placed with Sport Endurance for the Sport Endurance 8-hour Energy Soft-Gels the co mpany
intends to contract with Soft Gel Technologies Inc to manufacture the 8-hour Energy Soft Gel. After the 8-hour Energy Soft-Gel is
manufactured the company intends to enter into a contract with Traco Manufacturing Inc for p ackaging. Sport Endurance intends to have Soft
Gel Technologies ship the manufactured Gel Caps to Traco for packaging. Traco will then deliver the packaged 8-hour En ergy Soft-Gel to
Sport Endurance. Sport Endurance intends to deliver the fin ished product to the customer in the Salt Lake City, Utah area. Soft Gel
Technologies has not produced any 8-hour Energy Gels to date. Soft Gel Technologies has not produced any test samples to date. Sport
Endurance does not have a formal contact with Soft Gel Technologies or Traco Manufacturing at this time.
Over the next t welve months, Sport Endurance, Inc. plans to build out its reputation and network in the energy Gel -Cap industry, thereby
attracting new clients. Presently the company does not have any clients.

Management feels the Co mpany’s continuation as a going concern depends upon its ability to obtain additional sources of capital and
financing. Specifically, management intends to raise additional permanent capital through debt instruments such as bank loan s, or private
financing. The goal of this effort is to provide working capital for the next year. Our twelve month operating plan is depend ent on raising
additional permanent capital through debt instruments such as bank loans, or private financing in the amount of $75,000. Presently we do not
have any existing sources or plans for financing.

If the $75,000 is raised the twelve month operating plan shall be as follows (Fu rthermore, in raising the $75,000 capital, th e Co mpany would
not move into operations until it has sold its 8-hour Gel Caps and created revenue. The company does not plan on raising additional capital to
manufacture and inventorying 8-hour Gel Caps.

          ●   The imp lementation of our direct sales model through Mr. Timothy and Mr. Schuurman through the commencement of sales
              will cost at least $75,000. We need to establish and print all of the market ing material. We have allocated $15,000 toward
              market ing materials wh ich include filers, broachers, website design. The co mpany intends to allocate these funds as soon as
              they are available.

                                                                      17
          ●   The development of strategic relationships with convenience stores in the Salt Lake City, Utah, area will cost the company at
              least $10,000. We need to educate convenience stores buyers about our products and work to obtain shelf space. We shall d o
              this through direct sales and direct mail. The co mpany intends to allocate $5,000 as soon as funds are availab le to the co mpan y
              and $5,000 six months later when the funds become available.

          ●   Software and hardware updates to maintain service and maintain the co mpany office will cost the company at least $3,000. As a
              direct sales company continued improvements and upgrade to our systems is required. User features and website content updates
              are vital to continued visitations by online users. This cost signifies the system modifications. The company intends to allocate
              these funds with four month of the funds becoming availabe

          ●   Program ad ministration and working capital expenses until such time as there are sufficient sales to cash -flow operations will
              cost the company at least $30,000. This is the necessary working capital to fund operations until such time as revenues excee d
              expenses. This will cover o ffice rent, at $1,995 per month, audit fees, legal and all other management expenses such as those
              fro m industry consultants and advisors. The company intends to pay its lease payments on timily base on the first of every
              month and pay audit fees and legal and all other management fees as they become due.

          ●   Manufacturing and packaging of 8 hour Energy Gel Caps - production of 26,584 6-pack cards will cost the company at least
              $17,000. We would need $6,300- manufacturing of 159,504 capsules, $6,100- packag ing into 6 pack blister cards, $500-
              packaging 12, 6 pack blister cards into a bo x, and $150- packaging 12 bo xes into a master case. Delivery costs to Salt Lake Cit y,
              Utah office $3,000 and $950 delivery to customer. The co mpany intends to allocate funds to manufacturing, packaging and
              shipping only after a purchse order has been delivered to the company. (The company does not have a min imu m amount that it
              must contract for in manufacturing or packaging its product. The above costs are for the amounts stated.)

BUSINESS FACILITIES

Sport Endurance, Inc. is located at 1890 South 3850 West in Salt Lake City, Utah, 84104. The telephone number is (877) 255-9218.

On October 1, 2009 the Co mpany signed a lease for 3,500 square feet of office space at 1890 South 3850 West in Salt Lake City, Utah,
84104. The term of the lease is 60 months, beginning on the first day of October, 2009 and ending on the first day of October, 2014. Th is
location is now the primary location of the Co mpany, rented on a month to month basis at a rate of $1,995.00 per month. The offic e space
consists of 2,000 square feet of offices, 500 square feet conference roo m and 1,000 square feet of storage space. The storage space will be used
for shipping and receiving of the 8-hour Energy Soft-Gel. The co mpany believes that the space is suitable to run its business operations for the
next 60 months.

This property is owned by the Companies President, Robert Timothy ’s mother and father DeVon Timothy and Robert Timot hy. (See related
party transactions on page 37.

INTERNET ADDRESS
Our Internet address is http://www.sportenduranceinc.com

The company was unable to obtain the web domain name of sportendurance.com before October 30, 2009. On October 30, 2009 the c ompany
registered the web domain name of sportenduranceinc.com for its company website location. The website posted in October of 2 009 at
http://www.sebev.net was a web site designer’s proposed site for Sport Endurance, Inc. The www.sebev.net was to be a controlled proposed
future site for the co mpany’s Officers only and not for the public ’s use. The www.sebev.net depicted what the web designer thought Sport
Endurance, Inc. could look like one year fro m now.

This site was not authorized by Sport Endurance, Inc. and has been removed. The company does not have any products being prod uced in
house. The company does not have a National presence nor does the company have any distribution in retail outlets such as 7-11, Flying J.
Piggly Wigg ly and The Sports Authority. The co mpany has no revenues and does not private label any business.
Our Internet address is http://www.sportenduranceinc.com

                                                                       18
UNIQUE FEATURES OF THE COM PANY

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

The company believes that the demand for Gel Caps and 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 responsibilit ies, the daily schedules can become quite overwhelming, leaving lit tle time for rest,
relaxation, or sleep. The co mpany intends to market this problem to meet those demands.

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

OVERA LL STRATEGIC DIRECTION

The Co mpany plans to establish its reputation in the energy Gel-Cap industry, thereby attracting new clients and building out its network in the
energy Gel-Cap industry.

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

DESCRIPTION OF PRODUCTS

Robert Timothy, CEO and Director of Sport Endurance Inc, came up with idea over the last year of what he beli eves will be a
successful Liquid Energy Gel Cap.

Our Liquid Energy Gel Cap provides a natural energy boost. The main ingredients in our product include Ginseng, Guarana, Vita mins B3, B4,
B6, and B12, Antio xidants, and Amino Acids and (L-Arg inine).

Product Development:

In early 2009, Mr. Timothy began working with Soft Gel Technologies Inc, located at 6982 Bandini Blvd, Los Angeles, CA 90040. So ft Gel
Technologies, Inc.® (SGTI®) has specialized in providing Natural Products Industry marketers with premiu m quality d ietary supplements in a
soft gelatin capsule delivery system. So ft Gel is a full service contract manufacturer dedicated to the production and market ing of branded
products and turnkey custom formu lations.

Soft Gel is headquartered in Los Angeles, Califo rnia, it has the capacity to meet high volu me demands as well as accommodate smaller jobs.

Mr. Timothy and Soft Gel Technologies formu lated the Gel Caps that Sport Endurance Inc, intends to sell and market. The Gel C ap will go
under the label of Sport Endurance 8-Hour Energy Soft Gel. Sport Energy 8-Hour Energy Soft Gel is a product that assists in increasing
energy. Sport Endurance, Inc. owns all the right to the formula for the 8-hour Energy Soft-Gel. Neither Mr. Timothy nor Soft Gel
Technologies have any ownership rights to the formu la.

The Co mpany has not patented the formu la that is to be used in Sport Endurance 8 -Hour Energy Soft Gels at this time. The 8-hour Energy
Soft-Gel formu la created for Sport Endurance is not similar to other So ft Gel technologies product. Other Soft Gel Technologies customers
market to weight loss supplements and the only similarity in ingredients is caffeine. Sport Endurance Gel-Cap’s are an Energy only formula.

Manufacturing:

In March of 2009, Soft Gel Technologies, Inc. (SGTI) and Sport Endurance Inc. finalized the formu la for the Sport Endurance 8 -Hour Energy
Gel Caps; SGTI will manufacture Sport Energy 8-Hour Energy Soft Gel fo r the company. Sport Endurance does not have any formal
agreements with SGTI to manufacture its 8-Hour Energy Gel Caps. All key ingredients included in our product are readily available fro m
SGTI.

                                                                        19
Packaging:

In July of 2009 Mr. Timothy took empty Soft Gel’s capsules from Soft Gel Technologies in the size, shape and consistence of the 8-hour Sport
Endurance Gel Cap to Traco Manufacturing Inc, located at 620 South 1325 West, Orem Utah 84058, for packag ing development.

Traco Manufacturing can provide all packaging needs in connection with the Sport Endurance 8-Hour Energy Gel Cap. Traco has not packaged
any product for the Co mpany at this time. Sport Endurance does not have any formal agreements with Traco to package its 8-Hour Energy Gel
Caps.

About Traco Manufacturing Inc:

known for: digital printing, flexo p rinting, corona treating, laminating, pressure sensitive labels, d ie -cutting, film seaming, slitting, UV coating,
printed shrink labels, tamper evident bands, PREFORMS, super shrink, super sealers, PVC SHRINK FILM, Polyo lefin shrink film, shrink
bags, shrink wrap equip ment & supplies.

TRA CO MANUFA CTURING INC. is a U.S. manufacturer and importer of packaging equip ment and shrin k film p roducts. Traco appreciates
a growing base of packaging customers as it celebrates 25 years in the shrink film and packaging industry. Traco's packaging products are
primarily sold through stocking distributors in the USA and internationally.

Sales Strategy:

We have established a two-prong sales approach; our first prong utilizes direct sales through Robert Timothy and Ronald Schuurman. Our
second prong is the use of Mr. Checkout a nationwide convenience store distributor located at 1650 SW 22 nd Ave Circle, Boca Raton, FL
33486. Sport Endurance does not have any formal agreements with Mr. Checkout to distribute its 8-Hour Energy Gel Caps.

Direct Sales

Our d irect sales is being conducted by Mr. Timothy and Mr. Schuurman, they are currently marketing the product locally in the Salt Lake City,
Utah area to convenience stores and small retail shops. Their current marketing strategy consists of various Point of Sale material including
posters and flyers developed by Mr. Timothy in the past several months.

Nationwide convenience store distributor

Mr. Checkout Distributors Inc. is a unique 20 year o ld group of direct-store-delivery (DSD) wagon jobbers, rack distributors, retail
merchandisers, wholesale suppliers, manufacturers, and wholesale-to-distributor cash & carry warehouse companies and food and beverage
distributors and wholesalers servicing over 44,000 retail stores nationwide. Over 17,000 of the retail store locations are serviced by our network
wagon-jobbers. They service convenience stores, groceries, big bo x stores and super drug stores in the US since 1989. They specialize in
convenience store products and c-store distribution channels nationwide. Both Wholesale Suppliers and Distributors are welcome.

The Mr. Checkout model would enable the Co mpany to pay slotting fees to gain shelf space in more than 44,000 retail locat ions. The cost
associated with Mr. Checkout is $30.00 per location per year. Therefore, the required funding needed to support this model wo uld be in excess
of $1.3M.

To utilize our second prong of sales approach (Mr. Checkout) the Co mpany will need to seek additional capital to fund the Mr. Checkout
model. Presently the Co mpany does not have the additional capital needed to utilize the Mr. Checkout model.

We intend to derive income fro m these sales and our goal is establish brand recognition.

In order to bring the Companies Sport Endurance 8-Hour Energy Gel Cap to market, the Co mpany will need to seek additional capital of
approximately $ 75,000 . These funds would be used for rent, deposits and marketing materials. If the Co mpany is unable to obtain additional
financing at reasonable cost, it would be unable to manufacture, package and sell their Gel Caps. Presently the Co mpanies wo r king capital
consists of $3 , 200 wh ich is not sufficient to fund the sale of Gel Caps through Mr. Timothy and Mr. Schuurman.

                                                                          20
FEATURES OF THE PRODUCT AND SERVICES:

The Co mpany believes that there is a role for co mpanies that can provide quality products and service.

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

          ●     Delivery of only a small amount of product, when a convenience store does not have adequate storage space;
          ●     Delivery of large amounts of product to stores with large storage space.
          ●     The ability of the co mpany to speak directly to convenience store managers about the product.

THE ENERGY GEL CAP INDUSTRY

Co mpetition:

There are numerous companies and individuals who are engaged in the ENERGY Gel Cap business, and such business is intensely
competitive. We believe the highly specialized nature of our corporate focus enables us to be a better long -term partner for o ur clients than if
we were organized as a tradit ional energy Gel Cap co mpany.

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

VPX sports, produces Redline Gel Caps. The co mpany on its website claims that this product is a Mutli -system rapid fat loss
catalyst. ―Redline Gel Caps are a fat burner that busts the thermogenic and energy producing envelope. Redline is the only matrix ever
developed to shred fat through the shivering response in the body. By shivering the body burns huge amounts of stored body fat for energy in
an effert to keep the body warm.‖ Redline has a soft gel-capsule, liquid formu la, that is marketed to weight Loss Supplement with an added
benefit of Energy. Sport Endurance 8-hour Gel Cap is an energy fo rmula only. Red line’s formu la contains eleven ingredients and Sport
Endurance contains fourteen ingredients the only similar ingredient is caffeine.

NVE Pharmaceuticals , produces Stacker 2. The company states on its web site that Stacker 2 Ephedra -free formula is designed for those who
are in search of a dietary supplement in a Ephedra-free formula. Stacker 2 has mult iple Energy capsules. The main difference is Sport
Endurance’s delivery system. Sport Endurance uses a soft-gel capsule with a liquid formu la. Stacker 2 uses a hard shell capsule with a dry
powder formu la.

BIO-ENGINEERED SUPPLEM ENTS & NUTRITION, INC., (BSN) Bio-Eng ineered Supplements & Nutrit ion, Inc. (BSN) web site states
that it is a leading developer, marketer, provider and distributor of nutrit ional supplements designed for health, train ing , physique, and
performance support. Among other innovative products, BSN has assisted in developing many advancements within the sports nutr ition
industry, one of which is the ultra-premiu m breakthrough ingredient Creatine Ethyl Ester Malate (CEM 3). Christopher Ferguson, is the
President and CEO of BSN. BSN is a Delaware corporation operating under the laws of the State of Delaware. The co mpany has received may
awards fro m * Brand of the Year: BSN – 1st Place (2nd Year in A Row) (Bodybuilding.co m1) Muscle Builder of the Year: N.O.-XPLODE–
1st Place (3rd Year in A Row) and CELLMASS 2nd* Place (A lso, 2nd Year In A Row) (Bodybuild ing.com1)
* Nitric Oxide Product of the Year: N.O. -XPLODE 1st Place (3rd year in a ro w) and NITRIX. For over 3 consecutive y ears BSN products
have been recognized by consumers as the best in their respective categories

Bio-Engineered Supplements & Nutrit ion, Inc. is a leading developer, marketer, provider and distributor of nutritional supplement s designed
for t rain ing, physique, and performance. BSN’s innovative and effect ive products include NITRIX®, NO-XPLODETM, CELLMASS®,
LEA N DESSERT PROTEINTM, SYNTHA-6®, TRUE-MASS®, AXIS-HTTM, CHEATERSTM, THERM ONEXTM, A TRO-PHEX®
AND ENDORUSHTM

Bsn, Inc. offers over 20 different gel caps that range from Cell Mass, endorush, Altro-Phex as unique bio engineered supplements to help
customers attain their physique and performance goals.
                                                                    21
CURRENT BUSINESS FOCUS

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

ADVANTA GES OF COM PETITORS OVER US

The Co mpany believes the follo wing are advantages of Co mpetitors over us.

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

FINA NCIA L RESOURCES: The Co mpany believes that many of its competitors ( VPX sports, producer of Red line and NVE
Pharmaceuticals , producer of Stacker 2) have at this time a significantly greater financial and other resources than we do and are
therefore, in certain respects, in a better position to provide energy Gel Caps as well as promote their services.

COMPETITIVE A DVANTA GES

The Co mpany believes that its key competit ive advantages are:

EXPERIENCED MA NA GEM ENT:

The Co mpany believes that it has experienced management. Our sole Director and executive officer Mr. Timothy has over 5 years of
experience in the management and business operations. The company believes that the knowledge, relationships, reputation and s uccessful
track record o f its management will help it to build and maintain its client base.

PERFORMA NCE

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

NICHE INDUSTRY

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

RESEA RCH AND DEVELOPM ENT

The Co mpany is not currently conducting any research and development activ ities. Howeve r if research and development is required in the
future, we intend to rely on third party service providers.

EMPLOYEES

Mr. Timothy is the sole Director, Ch ief Executive Officer, President, Secretary, and Principal Executive Officer of Sport Endurance,
Inc. Presently, there are two other emp loyees of the Co mpany, Ronald Schuurman, Ch ief Financial Officer, Treasurer and Shaun Roos, who
is reasonable for development of all market ing material including brochures, sales materia l.

The Co mpany plans to employ ind ividuals on an as needed basis. The company anticipates that it will need to hire additional emp loyees as the
business grows. In addition, the Co mpany may expand the size of our Board o f Directors in the future. Presently Mr. Timothy, Mr. Schuurman
and Mr. Roos will devote 40 hours a week to the affairs of the Company. Mr. Timothy, Mr. Schuurman and Mr. Roos do not receive a salary
or benefits in any form. Presently the Company does not have any plans to begin paying salaries, cash or otherwise, or offering any form of
benefits to our Board of Directors, Officer and employees. Mr. Timothy and Mr. Schuurman will continue to devote 10 hours a week to their
other outside business ventures. Mr. Robert Timothy and M r. Schuurman no longer provide any services to Robert Timothy Consulting
(RTC). The co mpany does not intend to enter into an employ ment agreement with either M r. Timothy or Mr. Schuurman.

ADDITIONA L PRODUCTS:
In, 2011 Sport Endurance, Inc intends to market and distribute quality beverages, snacks and dietary supplements. The Co mpany has set out to
develop an Energy drin k with a positive, non-offensive name, great taste and co mpetitive pricing. In addit ion the Co mpany also intends to
offer sugar free Energy Shots in various flavors in 2011.

These products will require the Co mpany to seek additional capital of $1M to formu late, manufacture, package and distribution . The Co mpany
believes it will not have the additional capital until 2011.

                                                                      22
                                                       DES CRIPTION OF PROPERTY

We do not own any properties as we are an early stage development co mpany. Co mmencing October 1, 2009 the Co mpany occupies 3,500
square feet of office space located at 1890 South 3850 West in Salt Lake City, State of Utah, 84104. This property is owned b y the Co mpany ’s
President Robert Timothy’s mother and father DeVon Timothy and Robert Timothy. (See related party transactions on page 37.

The term of the lease is 60 months, beginning on the first day of October, 2009 and ending on the first day of October, 2014. This location is
now the primary location of the Co mpany, rented on a month to month basis at a rate of $1,995.00 per month. The offic e space consists of
2,000 square feet of offices, 500 square feet conference room and 1,000 square feet of storage space. The storage space will be used for
shipping and receiving of the 8-hour Energy Soft-Gel. The co mpany believes that the space is suitable to run its business operations for the next
60 months.

                                                            LEGAL PROCEEDINGS

Fro m time to time, we may beco me involved in various lawsuits and legal proceedings, wh ich arise, in the ordinary course of b usiness.
However, lit igation is subject to inherent uncertainties, and an adverse result in these or other matters may arise fro m time t o time that may
harm our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on
our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings i n the future. We
know of no material pending legal proceedings to which our co mpany is a party or of which any of their property is the subject. In addit ion, we
do not know of any such proceedings contemplated by any governmental authorities.

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

                                             WHERE YOU CAN FIND MORE INFORMATION

          We have filed a registration statement on Form S-1 amend ment no. 2 with the SEC with respect to the shares of our co mmon stock to
be registered. Please refer to the registration statement and the exhibits and schedules thereto. This prospectus is a part o f that registration
statement and, as permitted by SEC rules, does not include all of the informat ion you can find in the registration statement or t he exhibits to the
registration statement. For additional info rmation relating to us, we refer you to the re gistration statement and the exh ibits to the registration
statement. Statements contained in this prospectus as to the contents of any contract or document are necessarily summaries o f such contract or
document and in each instance, if we have filed the contract or document as an exhib it to the registration statement, we refer you to the copy of
the contract or document filed as an exhib it to the registration statement.

         After commencement of this offering, we will file annual, quarterly and current reports, proxy statements and other information with
the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent
public accounting firm. The registration statement is, and any of these future filings with the SEC will be, available to the public over the
Internet at the SEC’s web site at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference roo m in
Washington, D.C. at 100 F. Street, N.E., Roo m 1580, Washington, D.C. Please call the SEC at (800) SEC-0330 for further in formation about
the public reference room.

                           MARKET FOR COMMON EQUIT Y AND RELATED S TOCKHOLDER MATTERS

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

Holders of Capital Stock

As of the date of this registration statement, we had 24 holders of our co mmon stock and 2 holders of our preferred stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in
accordance with the volume and trading limitat ions of Rule 144.

Stock Option Grants
We do not have any stock option plans.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

                                                                        23
                           MANAGEMENT’S DISCUSS ION AND ANALYS IS O F FINANCIAL CONDITION
                                           AND RES ULT OF OPERATIONS

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

Nature of business

The following tables and narrative discussion set forth key co mponents of our results of operations for the periods indicated, in dollars, and key
components of our revenue for the period indicated, in dollars. We were incorporated in the State of Nevada on January 3, 200 1 under the name
of Cayenne Construction, Inc. The Co mpany ceased all development stage operations as a ready-mix concrete provider in 2002. The
Co mpany was dormant fro m 2002 until Ju ly of 2009. The Co mpany has had no revenues or expenses for this time period.

The Co mpany was revived on July 28, 2009 and changed its name to Sport Endurance, Inc . in August 2009. In August 2009 Robert Timothy
acquired controlling interest in Sport Endurance, Inc.

Sport Endurance, Inc. is presently offering one Soft Gel Capsule. (Named Sport Endurance 8-hour Energy Soft-Gels).

In 2011 Sport Endurance, Inc. intends to market and distribute quality beverage, snacks and dietary supplements products.

The company intends to offer Shocking Great Taste energy drinks in 6 flavors. Mango Cream, Raspberry Cream, Fruit Punch, Tropical, Doo
Drop and Cran-Grape. The co mpany intends to offer regular and sugar free versions of Mango Cream.

In January of 2011, Sport Endurance intends to launch sugar free energy shots. The sugar free shots would be offered in 4 flavors, Mango,
Tropical, Fruit Punch and Raspberry .

Our p lan of operat ions for the next twelve months is to raise funds through debt instruments such as bank loans, or private f inancing in the
amount of $75,000. The principal use of the offering proceeds will be to pay rents and working capital necessary upon commencement of
operations until sufficient revenues are generated to cover such operating expenditures, market ing materials and init ial depo sit and costs to pay
for future ordered products. Presently we do not have any existing sources or plans for financing.

To commence active business operations we will need to engage in a number of planning stage and preliminary activities. We wi ll commence
activities include developing the websites for our 8-hour energy gel capsules, preparing marketing materials and direct mail. W e will undertake
and work to fin ish these activities upon completion of this registration statement.

We have started some of the activit ies, developing the formu la for the 8-hour energy soft Gel and creating the init ial marketing material but the
market ing comp letion cannot occur without the raising of additional funds in the amount of $75,000. Fro m August 2009 through the present
we have spent a substantial amount of time in developing the formula for 8 -hour energy Gel Caps and market ing material, strategic planning,
budgeting, preliminary work.

We have determined what we believe the price of our product should be along with the relative co st to manufacture and package and ship the
product. We then estimated the ad ministrative expense for servicing the product to arrive at the selling price. If these pric es are incorrect it
could result in an operating loss for us.

While budgetary manufacturing, packaging, shipping and market ing costs have been established for our product, no definitive work has
commenced in develop ment of these products and activities; therefore, it is possible that these prices could be incorrect. If after develop ment a
different price is deemed necessary it could result in an operating loss for us. We have not devoted much time to raising capit al other than the
investments from the Mr. Timothy and the small capital raise using a stock purchase agreement pursuant to Regulat ion D Rule 506 in the
amount of $5,000. Furthermore, Sport Endurance has not commenced its major operations of manufacturing, packaging, shipping a nd market it
product. Sport Endurance is considered a development stage company because it has not commenced its major operations. In addition the
company has not achieved any revenue in connection with its business to date.

Sport Endurance is a startup and development stage company because it has not commenced any operations so far. Its marketing plan is under
development and has not been completed all o f these activit ies need for the co mpany to move forward are contingent on the rai sing of
additional capital in the amount of $75,000. As a result Sport Endurance is a development stage company and in the absent of revenues and
operations the Independent Audit Report dated August 31, 2009, cites a going concern in Note 2 that states, ―The Company has not generated
any revenues or profits to date. This factor among others raises substantial doubt about the Company ’s ability to continue as a going concern.
Management feels the Co mpany’s continuation as a going concern depends upon its ability to obtain additional sources of capital and
financing. The acco mpanying consolidated financial statements do not include any adjustments that may result fro m the outcome of this
uncertainty‖.

                                                                      24
Management has developed what it believes is a viable plan of removing the threat to the continuation of the business. Manage ment feels the
Co mpany’s continuation as a going concern depends upon its ability to obtain additional sources of capital and finan cing. Specifically,
management wants to raise additional permanent capital through debt instruments such as bank loans, or private financing. The goal of this
effort is to provide working capital for the next year. Presently we do not have any existing sou rces or plans for financing.
                                                          Significant accounting policies

Equip ment

Equip ment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight -line method over the
estimated useful lives of the related assets as follows:

                                      Co mputer equip ment                                                5 years
                                      Furniture and fixtures                                              7 years

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

The Co mpany will assess the recoverability of equip ment by determin ing whether the depreciation and amortization of these assets over their
remain ing life can be recovered through projected undiscounted future cash flows. The amount of equip ment impairment, if any, will be
measured based on fair value and is charged to operations in the period in which such impairment is dete rmined by managemen t.

Income taxes

The Co mpany accounts for income taxes under SFAS No. 109, ―Accounting for income taxes ‖, under SFAS No. 109, deferred tax assets and
liab ilit ies are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liab ilit ies and their respective tax bases. Deferred tax assets and liab ilit ies are measured using enacte d tax rates expected to
apply to taxab le income in the years in which those temporary d ifferences are expected to be recovered or settled. A valuation allo wance is
provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through f uture operations.

                                                                           25
Fair value of Financial Instruments

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

Revenue recognition

For revenue fro m product sales, we will recognize revenue upon shipment or delivery to our customers based on written sales terms that do not
allo w for a right of return. As such, revenue is recognized at the time of sale if collectability is reasonably as sured. Provisions for discounts and
rebates to customers, estimated returns and allo wances, and other adjustments are provided for in the same period the related sales are recorded.
The Co mpany defers any revenue for which the product has not been delivere d or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will be required.

Basic and diluted loss per share

The basic net loss per common share is co mputed by dividing the net loss by the weighted average number of co mmon shares outstanding.
Diluted net loss per common share is co mputed by dividing the net loss adjusted on an ―as if converted‖ basis, by the weighted average number
of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilut ive
effect and were not included in the calculat ion of diluted net loss per common share.

Stock-based compensation

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

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

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

                                                                          26
Recently Adopted Accounting Pronouncements

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

Recently Issued Accounting Pronouncement

During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting
Principles (―FAS 162‖). FAS 162 identifies the sources of accounting principles and the framewo rk for selecting princip les to be used in the
preparation and presentation of financial statements in accordance with generally accepted accounting principles. This statement will be
effective 60 days after the Securities and Exchange Commission approves the Public Co mpany Accounting Oversight Board ’s amend ments to
AU Section 411, The Meaning of „Present Fairly in Conformity With Generally Accepted Accounting Principles‟ . The adoption of SFAS 162
is not expected to have a material impact on the Co mpany ’s financial position, results of operation or cash flows.

During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities — an amendment of FASB Statement No. 133 (―FAS 161‖). This new standard requires enhanced disclosures for derivative
instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning a fter November 15, 2008,
and became applicable to the Co mpany in the first quarter of fiscal 2009. The adoption of SFAS 161 is not expected to have a material impact
on the Company’s financial position, results of operation or cash flows.

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

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

                                                                         27
Result of Operations

Fiscal Year Ended August 31, 2009 Compared to Fiscal Period Ended August 31, 2008

The following tables and narrative discussion set forth key co mponents of our results of operations for the periods indicated , in dolla rs, and key
components of our revenue for the period indicated, in dollars.

                                    SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                             (A DEVELOPMENT S TAGE COMPANY)
                                                STATEMENTS OF OPERATIONS

                                                                                                                                      January 3,
                                                                                                For the              For the             2001
                                                                                              year ended           year ended       (inception) to
                                                                                              August 31,           August 31,         August 31,
                                                                                                 2009                 2008               2009

Revenue                                                                                   $                -   $                -   $                -

Operating expenses:
      General and administrative                                                                           -                    -            3,200
      Professional fees                                                                                    -                    -          125,000

             Total operating expenses                                                                      -                    -          128,200

Net operating loss                                                                                         -                    -         (128,200 )

      Offering costs                                                                                       -                    -          (13,000 )

Loss before provision for inco me taxes                                                                    -                    -         (141,200 )

      Provision for inco me taxes                                                                          -                    -                    -

Net (loss)                                                                                $                -   $                -   $     (141,200 )



Weighted average number of common shares
     outstanding - basic and fully d iluted                                                     29,797,808           29,200,000


      Net (loss) per share - basic and fully diluted                                      $                -   $                -


                                                                         28
Sales

During the year ended August 31, 2009, we generated $0 in revenues. There was no increase in revenues from the co mparable 200 8 because
the company has not yet commenced operations subsequent to that period.

Operating Expenses

Total operating expenses for the years ended August 31, 2009 and 2008 totaled $0.

Li qui di ty and Capital Resources

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

We had working capital of $5,000 and a deficit accu mulated during the explorat ion stage of $141,200 as of August 31, 2009. The company’s
cash position as of December 1, 2009 was $2,700.

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

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

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

Management feels the Co mpany’s continuation as a going concern depends upon its ability to obtain additional sources of capital and
financing. Specifically, management wants to raise additional permanent capital through debt instruments such as bank loans, or private
financing. The goal of this effort is to provide working capital for the next year. Our t welve month operating plan is dependent on raise
additional permanent capital through debt instruments such as bank loans, or private financing in the amount of $75,000. If t he $75,000 dollars
is raised the twelve month operating plan shall be as follows (Furthermo re, in raising the $75,000 capital, the Co mpany would not move into
operations until it has sold its 8-hour Gel Caps and created revenue. The company does not plan o n raising additional capital to manufacture
and inventorying 8-hour Gel Caps.

           ●   The imp lementation of our direct sales model through Mr. Timothy and Mr. Schuurman through the commencement of sales
               will cost at least $75,000. We need to establish and print all of the market ing material. We have allocated $15,000 toward
               market ing materials wh ich include filers, broachers, website design. The co mpany intends to allocate these funds as soon as
               they are available.
           ●   The development of strategic relationships with convenience stores in the Salt Lake City, Utah, area will cost the company at
               least $10,000. We need to educate convenience stores buyers about our products and work to obtain shelf space. We shall d o
               this through direct sales and direct mail. The co mpany intends to allocate $5,000 as soon as funds are availab le to the co mpan y
               and $5,000 six months later when the funds become available.

           ●   Software and hardware updates to maintain service and maintain the co mpany office will cost the company at least $3,000. As a
               direct sales company continued improvements and upgrade to our systems is required. User features and website content updates
               are vital to continued visitations by online users. This cost signifies the system modifications. The company intends to allocate
               these funds with four month of the funds becoming availabe

           ●   Program ad ministration and working capital expenses until such time as there are sufficient sales to cash -flow operations will
               cost the company at least $30,000. This is the necessary working capital to fund operations until such time as revenues excee d
    expenses. This will cover o ffice rent, at $1,995 per month, audit fees, legal and all other management expenses such as those
    fro m industry consultants and advisors. The company intends to pay its lease payments on timily base on the first of every
    month and pay audit fees and legal and all other management fees as they become due.

●   Manufacturing and packaging of 8 hour Energy Gel Caps - production of 26,584 6-pack cards will cost the company at least
    $17,000. We would need $6,300- manufacturing of 159,504 capsules, $6,100- packag ing into 6 pack blister cards, $500-
    packaging 12, 6 pack blister cards into a bo x, and $150- packaging 12 bo xes into a master case. Delivery costs to Salt Lake Cit y,
    Utah office $3,000 and $950 delivery to customer. The co mpany intends to allocate funds to manufacturing, packaging and
    shipping only after a purchse order has been delivered to the company. (The company does not have a min imu m amount that it
    must contract for in manufacturing or packaging its product. The above costs are for the amounts stated.)

                                                             29
                                   SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                            (A DEVELOPMENT S TAGE COMPANY)
                                               STATEMENTS OF CASH FLOWS




                                                                                                                         January 3,
                                                                                   For the              For the             2001
                                                                                 year ended           year ended       (inception) to
                                                                                 August 31,           August 31,         August 31,
                                                                                    2009                 2008               2009
CAS H FLOWS FROM OPERATING ACTIVITIES
     Net (loss)                                                              $                -   $                -   $     (141,200 )
     Adjustments to reconcile net (loss)
         to net cash used in operating activities:
            Shares issued for services                                                        -                    -          125,000
         Decrease (increase) in assets:
            Prepaid expenses                                                           (1,800 )                    -           (1,800 )

      Net cash used in operating activities                                            (1,800 )                    -          (18,000 )

CAS H FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sale of co mmon and preferred stock                                  5,000                      -           21,200

      Net cash provided by financing activities                                         5,000                      -           21,200

NET CHANGE IN CA SH                                                                     3,200                      -            3,200

CASH AT BEGINNING OF YEA R                                                                    -                    -                    -

CASH AT END OF YEAR                                                          $          3,200     $                -   $        3,200



SUPPLEM ENTA L INFORMATION:
     Interest paid                                                           $                -   $                -   $                -

      Income taxes paid                                                      $                -   $                -   $                -


Non-cash activities:
      Nu mber of shares issued for services                                                   -                    -       25,000,000

      Nu mber of shares issued for equipment                                       25,340,000                      -       25,340,000


                                                                30
Operating Activities

Cash used in operating activities was $0 for the year-end of fiscal 2009 co mpared to $0 for fiscal 2008. Operat ing cash flows for fiscal 2008
reflects no business be conducted by the company.

Investing Activities

Cash used in investing activities was $0 for the year-end of fiscal 2009 co mpared to $0 for fiscal 2008. Investing cash flows for fiscal 2008
reflects no business be conducted by the company.

Financing Activities

Cash provided by financing activit ies of $5,000 for the year-end of fiscal 2009 co mpared to $0 for fiscal 2008. During the year of fiscal 2009,
we received net proceeds of $5,000 fro m the issuance of 2,000,000 shares of preferred stock. Cash provided by financing activ ities for the year
ended of fiscal 2008 consisted of zero net proceeds.

Off Bal ance Sheet Arrangements

We have no significant known off balance sheet arrangements.

CHANGES IN AND DIS AGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOS URE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXEC UTIVE OFFICERS, PROMOTERS AND CONTROL PERS ONS

Our current sole Director, Mr. Robert Timothy and any additional directors in the future are elected annually and will hold o ffice until our next
annual meeting of the shareholders (January 15, 2010) and until their successors are elected and qualified (on January 15, 2010 we will elect 2
additional directors). Officers will hold their positions at the pleasure of the Board of Directors. Our officers and Directors may receive
compensation as determined by us from time to time by vote of the Board of Direct ors. Such compensation might be in the form of stock
options. Directors may be reimbursed by the Co mpany for expenses incurred in attending meetings of the Board of Directors. Va cancies in the
Board are filled by majority vote of the remaining Directors.

The following table sets forth our director and executive officers, their ages, and all offices and positions held. Directors are elected for a period
of one year and thereafter serve until the stockholders duly elect their successor. Officers and other e mployees serve at the will of the Board of
Directors.

Board of Directors

Robert Timothy -- Chairman

Executi ve Officers

The following table sets forth the name and age of our officers as of August 31, 2009. Our two Executive Officers are elected annually by our
sole director, Mr. Timothy. Both of our current executive officers, Mr. Robert Timothy and Ronald Schuurman, are full-t ime emp loyees and
hold their offices until they resign, are removed by the Board, or h is successor is elected and qualified.

Presently Mr. Timothy and Mr. Schuurman will devote 40 hours a week to the affairs of the Co mpany. Mr. Timothy and Mr. Schuurman do
not receive a salary or benefits in any form. Presently the Co mpany does not have any plans to begin paying salaries, cash or otherwise, o r
offering any form of benefits to our Board of Directors, Officer and employees. Mr. Timothy and Mr. Schuurman will continue t o devote 10
hours a week to their other outside business ventures. Mr. Robert Timothy and Mr. Schuurman no longer provide any services to Robert
Timothy Consulting (RTC). The co mpany does not intend to enter into an emp loyment agreement with either Mr. Timothy or Mr. Schuurman.
                NAME                          AGE                       POS ITION                    Term since
               Robert Timothy                33                        Ch ief Executive Officer     August 20, 2009
               Ronald Schuurman              56                        Ch ief Financial Officer     August 20, 2009

                                                                         31
MANAGEM ENT BIOGRAPHIES

ROBERT TIMOTHY, CHIEF EXECUTIVE OFFICER, PRESIDENT, SECRETARY, AND DIRECTOR (PRINCIPAL EXECUTIVE
OFFICER)

Mr. Robert Timothy , aged 33, is the Chief Executive Officer, President, Secretary, and Director (Principal Executive Officer) of the
Co mpany. He was appointed August 20, 2009.
Fro m March 3, 2007 to August 20, 2009, Mr. Timothy has acted as a Private consultant for Robert Timothy Consulting (RTC). As business
consultants, RTC provides specialized marketing consulting services to start-up companies in the convenience store industry. Since 2007, M r.
Timothy has provided marketing support, developing market ing strategies and new product concepts, establishing distribution c hannels,
analyzing branding initiat ives for new co mpanies.

Additionally Mr. Timothy has experience in management and business operations. Fro m August 12, 1999 to March 3, 2007, Mr. Timothy
worked for Fidelity Bro kerage Services LLC as a financial planner/Private Access Relationship Manger. His responsibilities included
building strong relationships, developing assets, acquiring new business and servicing Fidelity investments high net worth cust omers (Private
Access Department). Other responsibilities included problem resolution, special projects and engage in discussions a round Fidelity’s guidance
offerings.

Trading included: stocks, options, mutual funds, precious metals, CD’s, Treasuries, Municipal and Co mmercial Bonds. Mr. Timothy holds the
following Security licenses, Series7 and Series 63.

RONA LD SCHUURMAN, CHIEF FINANCIA L OFFICER, TREA SURE (PRINCIPA L EXECUTIVE OFFICER)

Mr. Ronal d Schuurman , aged 56, is the Chief Financial Officer, Treasure and (Principal Financial Officer and of the Co mpany.            He was
appointed on August 20, 2009.

Fro m May 10, 2007 to August 20, 2009 Mr. Ronald Schuurman worked for Robert Timothy Consulting (RTC). As a business
consultant, RTC provides specialized market ing consulting services to start-up companies in the convenience store industry. Mr. Schuurman
provided business consulting to RTC customers as to store management and product selection.
Fro m October 10, 2006, to May 10, 2007 Mr. Schuurman worked for WINN-DIXIE STORES, INC., located Jacksonville, Flo rida as a Pricing
and Assortment Manager (Category Manager). He was responsible for product selection, pricing, and developing promotions and overseeing
$350 million in annual sales. He rolled out the price impact stores (Save Rite) 62 stores in 3 states.

Additionally Mr. Schuurman worked for SM ITHS FOOD & DRUG, Albuquerque, New Mexico fro m September 5, 1981 to October 10,
2006 where he was a Non Perishable Specialist (supervisor) . He was responsible for 25 stores merchandising and operations for all non
perishable departments.

Family Relationships

There are no family relat ionships between any two or more of our d irectors or executive officers. There is no arrangement or understanding
between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a
director or officer, and there is no arrangement, plan or understanding as to whether non -management shareholders will exercise their voting
rights to continue to elect the current board of directors. There are als o no arrangements, agreements or understandings to our knowledge
between non-management shareholders that may directly or indirectly part icipate in o r influence the management of our affairs.

Invol vement i n Certain Legal Proceedings

During the past five years, none of the fo llo wing occurred with respect to a present or former d irector or executive o fficer of the Co mpany:
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer eit h er at the time of
the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic vio lations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjo ining, barring , su spending or
otherwise limiting h is involvement in any type of business, securities or banking activ it ies; and (4) being found by a court of co mpetent
jurisdiction (in a civil action), the Securities and Exchange Co mmission or the commodit ies futures trading commission to hav e violated a
Federal or state securities or co mmodit ies law, and the judgment has not been reversed, suspended or vacated.

                                                                        32
Board Commi ttees

All of the directors serve until the next annual meeting o f shareholders and until their successors are elected and qualified by o ur shareholders,
or until their earlier death, retirement, resignation or removal. Our Bylaws set the authorized number of d irectors at not less than one or more
than nine, with the actual number fixed by our board of directors. Our Bylaws authorized the Board of Directors to designate fro m among its
members one or mo re co mmittees and alternate members thereof, as they deem desirable, each consisting of one or more of the directors, with
such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.

Our board of d irectors intends to established two co mmittees, an Audit Co mmittee and a Co mpensation Co mmittee. The principal functions of
the Audit Committee will be to recommend the annual appointment of the Co mpany ’s auditors concerning the scope of the audit and the results
of their examination, to review and approve any material accounting policy changes affecting the Company’s operating results and to review
the Company’s internal control procedures. The principal functions of the Compensation Committee will be to review and recommend
compensation and benefits for the executives of the Co mpany.

The Co mpany’s Board of Directors resolved that members of the Board can be appointed to consulting Audit and Compensation Co mmittees,
and the initial number of the Board members shall be later amended by the Board.

The entire Board of Directors will perform the function of the Audit and Compensation Committee until we appoint directors to serve on the
Audit Co mmittee and Co mpensation Committee.

                                                       EXEC UTIVE COMPENS ATION

Sport Endurance has made no provisions for paying cash or non -cash compensation to its two o fficers and sole d irector. No salaries are being
paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all co mpensation awarded to, earned by, or paid to our named executive officers for all services re ndered in all
capacities to us for the period fro m August 31, 2007 through August 31, 2009.




                                   THE REMAINDER OF THIS PA GE IS LEFT BLANK INTENTIONA LY

                                                                        33
                                                  SUMMARY COMPENS ATION TAB LE

                                                                                                    Non-Qualified
                                                                  Optio           Non-Equity         Deferred
 Name and                               Bonu        S tock         n            Incentive Plan     Compensation       All Other
Principal                 S alary        s         Awards        Awards         Compensation         Earnings       Compensation       Totals
Position        Year         ($)         ($)          ($)          ($)               ($)                ($)               ($)           ($)

Robert
Timothy         2009                        0             0             0                     0                 0                0          0
(Chief
Executive
Officer)                        0           0             0             0                     0                 0                0          0

Ronald
S chuurman      2009            0           0             0             0                     0                 0                0          0
(Chief
Financial
Officer)                        0           0             0             0                     0                 0                0          0

Joseph
Scarpello       2007            0           0             0             0                     0                 0                0          0
(Chief
Executive       2008
Officer)        2009


We did not pay any salaries in 2007, 2008 and 2009. We do not anticipate beginning to pay salaries until we have adequate fun ds to do so.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as
described herein.

Stock Option Grants

We have not granted any stock options to our executive officers or Directors since our incorporation.

Emp loy ment Agreements

Currently, we do not have an employment agreement in place with any executive officers and director and we do not plan on off ering an
emp loyment agreement to either M r. Timothy or Mr. Schuurman.

                                                                      34
                      SECURITY OWNERS HIP OF CERTAIN B EN EFICIAL OWNERS AND MANAGEMENT


Security Ownershi p of Certain Beneficial Owners and Management

The following table sets forth certain informat ion regarding beneficial o wnership of the co mmon and preferred stock as of August 31, 2009, by
(i) each person who is known by the Co mpany to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director
of the Co mpany, (iii) each o f the Chief Executive Officers and the executive officers (collectively, the ―Named Executiv e Officers ‖) and
(iv) all d irectors and executive officers of the Co mpany as a group.

The number and percentage of shares beneficially owned is determined in accordance with Ru le 13d -3 and 13d-5 of the Exchange Act, and the
informat ion is not necessarily indicative o f beneficial ownership for any other purpose. Under securities law, a person is co nsidered a
―beneficial o wner‖ of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such
security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire b eneficial o wnership
within 60 days. We believe that each individual or entity named has sole investment and voting power with respect to the securities indic ated as
beneficially o wned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the
address of each person is disclosed in the table below.

This table is based upon information obtained fro m our stock records. Unless otherwise indicated in the footnotes to the abov e table and subject
to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and
investment power with respect to the shares indicated as beneficially owned.

The following table shows the number of shares of co mmon stock—all preferred shares have been converted to common—beneficially owned
as of August 31, 2009, by each individual directors and executive officers and by all directors and executive officers as a group. The table also
sets forth the persons known to us as beneficially own ing more than five percent (5%) of the 63,200,000 co mmon shares on a fu lly diluted
basis, that is, all preferred shares 2,000,000 (convert 1 share preferred to 3 shares common) converted to common, which are presently
outstanding as of August 31, 2009.

The table below indicates that the company presently has one Director Mr. Robert Timothy and two Officers Robert Timothy and Ronald
Schuurman in the group.

Unless otherwise indicated, the persons and entities named in the table have sole voting and sole investment power with respe ct to the shares
set forth opposite the stockholder’s name.
                                                                                                             Amount and
                                                                                                               Nature
Title of Class                                                                                               of Beneficial      Percent of
Common                Name and Address of Beneficial Owner                                                     Owner               Class

Co mmon Stock        Robert Timothy, 1890 South 3850 West Salt Lake City, Utah 84104 (1)                           34,320,000         60.0%
Co mmon Stock        Ronald Schuurman , 1890 South 3850 West Salt Lake City, Utah 84104 (2)                                 0            0
Co mmon Stock        Calbridge Capital, LLC., Steven Earlman, 3200 Airport Ave Suite 20, Santa                     14,680,000         25.6%
                       Monica, Ca 90405 (3)
Co mmon stock        SLC AIR, INC. Stephen Crittenden 2764 Lake Sierra Drive, Suite # 111 Los Vegas                 5,000,000          8.7%
                       Nevada (4)
Co mmon Stock        All executive officers and directors as a group. There is one Director and two                34,320,000         60.0%
                       executive officers in the group.
Preferred Stock      Wellington Manor Hold ings, Inc. , M ichael Ronin, 122 Ocean Park blvd Unit 411               3,000,000           5.2%
                       Santa Monica, Ca. (5)                                                                  Co mmon Shar
                                                                                                                      es from
                                                                                                                    preferred
                                                                                                                  conversion
Preferred Stock      Trilogy Expedit ion, Inc. , Kevin Qu inn 122 Ocean Park Blvd. Unit 410, Santa                 3,000,000           5.2%
                       Monica, Ca. (6)                                                                              Co mmon
                                                                                                                 Shares fro m
                                                                                                                    preferred
                                                                                                                  conversion

(1) Robert Timothy is the Sole Director; he is also an officer of the co mpany.
(2) Ronald Schuurman is the Chief Financial Officer; he owns no stock in the Co mpany.
(3) Calb ridge Capital, LLC., Steven Earlman, sole shareholder and votes and control these shares
(4) SLC AIR, INC. (4)Stephen Crittenden , sole shareholder and votes and control these shares
(5) Wellington Manor Hold ings, Inc., M ichael Ronin, sole shareholder and votes and control these shares
(6) Trilogy Expedition, Inc., Kev in Qu inn sole shareholder and votes and control these shares

                                                                      35
The number of co mmon shares shown for each shareholder is after converting their preferred stock to common. Wellington Manor Holdings,
Inc. and Trilogy Expedit ion named in this table are holders of preferred stock only (no common): Class A that converts, at the holders option,
1:3, that is, for every one share of preferred class A the holder receives 3 shares of common stock; The shareholder table in the section entitled
Certain Relationships and Related Party Transactions shows the number of shares of each co mmon and p referred stock class. The table shows
all preferred shares have been converted to common—beneficially owned as of August 31, 2009.

Prior to the conversion of preferred shares to common shares the number o f preferred shares and class held b y these shareholders named in the
table below are as follows:
Changes in Control
We are not aware of any arrangements, wh ich may result in a change in control of the Co mpany.
                                                                  Amount and                               Number of            Percent of
                                                                    Nature                                   common              common
                                                                        of                                   shares if           shares if
Title of Class                                                     Beneficial          Percent of              fully               fully
Preferred            Name and Address of Beneficial Owner           Owner                 Class           converted (*)         converted

Preferred Stock      Wellington Manor Hold ings, Inc.
                       , M ichael Ronin, 122 Ocean Park blvd
                       Unit 411 Santa Monica, Ca. (2)                    1,000,000             50%                 3,000,000             5.2%
Preferred            Trilogy Expedit ion, Inc. , Kevin
                       Quinn 122 Ocean Park Blvd. Un it
                       410, Santa Monica, Ca. (3)                        1,000,000             50%                 3,000,000             5.2%
                     All beneficial o wners, executive officers
Preferred              and directors as a group                          2,000,000             100%                6,000,000             10.4%

(1) There are no Officers or Directors in this group
(2) Wellington Manor Hold ings, Inc., M ichael Ronin, sole shareholder and votes and control these shares
(3) Trilogy Expedition, Inc., Kev in Qu inn sole shareholder and votes and control these shares

(2) Beneficial Owned
** Preferred shares convert one share Preferred to three common shares.

Our sole d irector and chief executive officer Mr. Timothy will continue to own the majority of our co mmon stock when the regi stration
statement becomes effective. Since he will continue control the co mpany after the offering, investors will be unable to ch ange the course of the
operations. Thus, the shares we are o ffering lack the value normally attributable to voting rights. This could result in a re duction in value o f the
shares you own because of their ineffective voting power. None o f our co mmon stock is subject to outstanding options, warrants. Our
preferred shares convert one share Preferred to three co mmon shares.

                                                                          36
               TRANSACTIONS WITH RELATED PERS ONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Co mmencing October 1, 2009 the Co mpany occupies 3,500 square feet of office space located at 1890 South 3850 West in Salt Lak e City,
State of Utah, 84104. Th is property is owned by the Co mpanies President Robert Timothy ’s mother and father DeVon Timothy and Robert
Timothy.

The term of the lease is 60 months, beginning on the first day of October, 200 9 and ending on the first day of October, 2014 . This location is
now considered the primary location of the Co mpany, rented on a month to month basis at a rate of $1,995.00 per month. The co mpany
believes that the space is suitable to run its business for the next 60 months.

On August 20, 2009, the Co mpany issued 8,980,000 shares of our co mmon stock to Robert Timothy in consideration for $8,980, or $0.001 per
share. The proceeds of $8,980 were received on September 1, 2009. As a result, a co mmon stock subscription receivable of $8,980 was
recognized as of August 31, 2009.

On August 20, 2009, the Co mpany issued 25,340,000 shares of our co mmon stock to Robert Timothy in consideration of equipment with a cost
basis of $25,340, o r $0.001 per share. The cost basis approximates the fair market value of the equip ment as of August 31, 2009.

As a result of Mr. Timothy’s two stock purchases he became the majority shareholder of the co mpany and was elected the sole Director and the
Chief Executive Officer o f the Co mpany on August 20, 2009.

On August 17, 2009, Joseph Scarpello sold 21,000,000 shares to Calbridge Cap ital for $25,000.

Review, Approval and Ratification of Rel ated Party Transactions

Given our s mall size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officer and Director and significant stockholders. However, all of
the transactions described above were approved and ratified by our Board of Directors, consisting solely of Mr. Timothy. In connection with
the approval of the transactions described above, our Director took into account several factors, including his fiduciary dut y to the Company;
the relationship of the related parties described above to the Company; the material facts underlying each transaction; the antic ipated benefits to
the Company and related costs associated with such benefits; whether comparable products or services were availab le (if applicab le); and the
terms the Co mpany could receive fro m an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed add itional Directors,
so that such transactions will be subject to the review, approval or ratificat ion of our Board of Directors, or an appropriate co mmittee
thereof. On a moving forward basis, our sole Director will continue to approve any related party transaction based on the criteria set fo rth
above.

CORPORATE GOVERNANCE

The Co mpany pro motes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, t imely and
understandable disclosure in reports and documents that the Company files with the Securities and Exchange Co mmission (the ―SEC‖) and in
other public co mmunications made by the Co mpany; and strives to be compliant with applicab le govern mental laws, rules and reg ulations. The
Co mpany has not formally adopted a written code of business co nduct and ethics that governs the Company’s emp loyees, officers and
Directors as the Company is not required to do so.

In lieu of an Audit Co mmittee, the Company’s Board of Directors, consisting solely of Mr. Timothy, is responsible for reviewing and making
recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual au dit of the
Co mpany's financial statements and other services provided by the Company ’s independent public accountants. The Board of Directors,
consisting solely of Mr. Timothy, the Ch ief Executive Officer of the Co mpany reviews the Co mpany's internal accounting contro ls, practices
and policies.
We were incorporated in the State of Nevada on January 3, 2001 under the name of Cayenne Construction, Inc. The Co mpany ceased all
operations in 2002. The Co mpany was dormant fro m 2002 until Ju ly of 2009. The Co mpany has had no revenues or expenses for this time
period.
The Co mpany was revived on July 28, 2009 in order to enter into the energy Gel Cap and energy drink market. The Co mpany chang ed its name
to Sport Endurance, Inc. in August 2009. On August 20, 2009 Robert Timothy acquired controlling interest in Sport Endurance, Inc.
Due to the fact the co mpany was dormant and non active three members o f the board were never elected. However after t he compa ny was
revived Mr. Timothy was elected as a Director on August 20, 2009. The co mpany intends to hold a shareholder meeting on February 15, 2010
to elect two additional d irectors.
Our current sole Director, Mr. Robert Timothy and any additional directors in the future are elected annually and will hold o ffice until our next
annual meeting of the shareholders (January 15, 2010) and until their successors are elected and qualified (on January 15, 20 10 we will elect 2
additional directors). Officers will hold their positions at the pleasure of the Board of Directors. Our officers and Directors may receive
compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock
options. Directors may be reimbursed by the Co mpany for expenses incurred in attending meetings of the Board of Directors. Vacancies in the
Board are filled by majority vote of the remaining Directors.

                                                                    37
           DISCLOS URE OF COMMISSION POS ITION ON INDEMNIFICATION OF S ECURITIES ACT LIAB ILITIES .

The Nevada Rev ised Statutes and our Articles of Incorporation, allo w us to indemnify our officers and Directors fro m certain liabilities and our
Bylaws, as amended (―Bylaws‖), state that we shall indemnify every (i) present or former Director, advisory Director or officer of us, (ii) any
person who while serving in any of the capacit ies referred to in clause (i) served at our request as a Director, officer, p ar tner, venturer,
proprietor, t rustee, emp loyee, agent or similar functionary of another foreign or domestic corporation, partnership, join t venture, trust,
emp loyee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of
Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) (each an ―Indemn itee‖).

Our By laws provide that we shall indemnify an Indemnitee against all judg ments, penalties (including excise and similar taxes), fines, amounts
paid in settlement and reasonable expenses actually incurred by the Indemn itee in connection with any proceeding in wh ich he was, is or is
threatened to be named as a defendant or respondent, or in which he was or is a witness wit hout being named a defendant or respondent, by
reason, in whole or in part, of h is serving or having served, or having been nominated or designated to serve, if it is deter mined that the
Indemnitee (a) conducted himself in good faith, (b) reasonably believ ed, in the case of conduct in his Official Capacity, that his conduct was in
our best interests and, in all other cases, that his conduct was at least not opposed to our best interests, and (c) in the c ase of any criminal
proceeding, had no reasonable caus e to believe that his conduct was unlawfu l; provided, however, that in the event that an Indemn itee is found
liab le to us or is found liable on the basis that personal benefit was imp roperly received by the Indemnitee, the indemnifica t ion (i) is limited to
reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respe ct of any
Proceeding in which the Indemnitee shall have been found liab le fo r willful or intentional misconduct in the performance of his duty to us.

Except as provided above, the Bylaws provide that no indemnification shall be made in respect to any proceeding in which such Indemnitee has
been (a) found liable on the basis that personal benefit was improperly received by him, wheth er o r not the benefit resulted fro m an act ion
taken in the Indemnitee's official capacity, or (b) found liable to us. The termination of any proceeding by judgment, order, settlement or
conviction, or on a p lea of nolo contendere or its equivalent, is not of itself determinative that the Indemn itee did not meet the requirements set
forth in clauses (a) or (b) above. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after
the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable
expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys ’ fees for the Indemnitee. The
indemn ification provided shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or p roven.

Neither our Bylaws, nor our Articles of Incorporation include any specific indemnification provisions for our officer or Dire ctors against
liab ility under the Securities Act of 1933, as amended. Additionally, insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the Co mpany p ursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Co mmission such ind emn ification
is against public policy as expressed in the Act and is, therefore, unenforceable .

                                                                          38
                                               Sport Endurance, Inc.

                           FINANCIAL STATEMENTS OF AUGUS T 31, 2009 AND 2008 AND
                                   FROM JANUARY 3, 2001 (INCEPTION) TO
                                            AUGUS T 31, 2009


                                       INDEX TO FINANCIAL STATEMENTS


FINANCIAL STATEMENTS

PA GE F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC A CCOUNTING FIRM

PA GE F-3 BA LANCE SHEETS AS OF A UGUST 31, 2009 (A UDITED), AUGUST 31, 2008 (AUDITED)

PA GE F-4 STATEM ENTS OF OPERATIONS FOR THE YEA R ENDED AUGUST 31, 2009 (AUDITED), THE YEA R ENDED A UGUST
          31, 2008 (A UDITED) AND THE PERIOD FROM JANUARY 2, 2001 (INCEPTION) TO A UGUST 31, 2009

PA GE F-5 STATEM ENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEA R ENDED AUGUST 31, 2009 (A UDITED),
          THE YEAR ENDED AUGUST 31, 2008 (AUDITED) AND THE PERIOD FROM JANUARY 2, 2001 (INCEPTION) TO
          AUGUST 31, 2009

PA GE F-6 STATEM ENTS OF CASH FLOWS FOR THE YEAR ENDED AUGUST 31, 2009 (AUDITED), THE YEA R ENDED A UGUST
          31, 2008 (A UDITED) AND THE PERIOD FROM JANUARY 2, 2001 (INCEPTION) TO A UGUST 31, 2009

PA GE F-7 NOTES TO FINANCIAL STATEM ENTS

                                                        F-1
                                REPORT OF INDEPENDENT REGISTERED PUBLIC A CCOUNTING FIRM


The Board of Directors and
Stockholders of Sport Endurance, Inc.
(A development Stage Co mpany)

We have audited the accompanying balance sheets of SPORT ENDURANCE, INC. (th e ―Co mpany‖), as of August 31, 2009 and 2008, and the
related statements of operations, stockholders ’ deficit, and cash flows for the years ended August 31, 2009 and 2008 and the period fro m
January 3, 2001 (Inception) to August 31, 2009. These financial s tatements are the responsibility of the Co mpany’s management. Our
responsibility is to exp ress an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Co mpany Accounting Oversig ht Board (Un ited States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements a re free of material
misstatement. The Co mpany was not required to have, nor were we engaged to perform, an audit of its internal control over fin ancial reporting.
Our audit included consideration of internal control over financial report ing as a basis for designing audit procedures that are appropriate in the
circu mstances, but not for the purpose of exp ressing an opinion on the effectiveness of the Co mpany ’s internal control over fin ancial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts a nd disclosures
in the financia l statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SPORT
ENDURANCE, INC. as of August 31, 2009 and 2008, and the related statements of operations, stockholders ’ deficit, and cash flows for the
years ended August 31, 2009 and 2008 and the period fro m January 3, 2001 (Inception) to August 31, 2009, in conformity with ac counting
principles generally accepted in the United States of A merica.

The accompanying financial statements have been prepared assuming that the Co mpany will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to
continue as a going concern. Management’s plans regarding those maters also are described in Note 2. The financial statemen ts do not include
any adjustments that might result fro m the outcome of this uncertainty.



/s/ M & K CPAS, PLLC



www.mkacpas.com
Houston, Texas
September 11, 2009

                                                                        F-2
                                        SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                                 (A DEVELOPMENT S TAGE COMPANY)
                                                         BALANCE S HEETS


                                                                                                           August 31,           August 31,
                                                                                                             2009                 2008
                                                   ASSETS

Current assets:
      Cash                                                                                             $         3,200      $                -
      Prepaid expenses                                                                                           1,800                       -
           Total current assets                                                                                  5,000                       -

Equip ment                                                                                                      25,340                       -

Total assets                                                                                           $        30,340      $                -



                                          STOCKHOLDERS' EQUITY

Current liab ilit ies:
      Accounts payable                                                                                                  -                    -
            Total current liabilities                                                                                   -                    -

Stockholders' equity:
      Preferred stock, $0.001 par value, 10,000,000 shares
          authorized, 2,000,000 and -0- shares issued and outstanding
          as of August 31, 2009 and 2008, respectively                                                 $         2,000      $                -
      Co mmon stock, $0.001 par value, 90,000,000 shares authorized,
          57,200,000 and 29,200,000 shares issued and outstanding
          as of August 31, 2009 and 2008, respectively                                                          57,200               29,200
      Co mmon stock subscriptions receivable (8,980,000 shares)                                                  (8,980 )                 -
      Additional paid-in capital                                                                               121,320              112,000
      (Deficit) accu mulated during develop ment stage                                                        (141,200 )           (141,200 )
          Total stockholders' equity                                                                            30,340                    -

Total stockholders' equity                                                                             $        30,340      $                -


                                                                    F-3
                                    SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                             (A DEVELOPMENT S TAGE COMPANY)
                                                STATEMENTS OF OPERATIONS


                                                                                                                           January 3,
                                                                                     For the              For the             2001
                                                                                   year ended           year ended       (inception) to
                                                                                   August 31,           August 31,         August 31,
                                                                                      2009                 2008               2009

Revenue                                                                        $                -   $                -   $                -

Operating expenses:
      General and administrative                                                                -                    -            3,200
      Professional fees                                                                         -                    -          125,000

             Total operating expenses                                                           -                    -          128,200

Net operating loss                                                                              -                    -         (128,200 )

      Offering costs                                                                            -                    -          (13,000 )

Loss before provision for inco me taxes                                                         -                    -         (141,200 )

      Provision for inco me taxes                                                               -                    -                    -

Net (loss)                                                                     $                -   $                -   $     (141,200 )



Weighted average number of common shares
     outstanding - basic and fully d iluted                                          29,797,808           29,200,000


      Net (loss) per share - basic and fully diluted                           $                -   $                -


                                                                F-4
                                     SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                              (A DEVELOPMENT S TAGE COMPANY)
                                            STATEMENT OF STOCKHOLDERS' EQUIT Y


                                                                                                                                  (Deficit)
                                                                                                                                accumulated
                                                                                  Additional           Common stock                durin g                T otal
                          Preferred stock             Common stock                 paid-In              subscriptions           development           stockholders'
                        Shares         Amount       Shares       Amount            capital                receivable                stage                equity
Common stock
  issued to founder
  at $0.001 per
  share, of which
  $500 was paid in
  cash                           -   $          -    1,200,000   $   1,200    $                -   $                    -   $                 -   $             1,200

Sale of common
  stock for cash                 -              -    3,000,000       3,000             12,000                           -                     -                15,000

Net loss for the year
 ended August 31,
 2001                            -              -            -            -                    -                        -            (16,200)                 (16,200 )

Balance, August 31,
  2001                           -              -    4,200,000       4,200             12,000                           -            (16,200)                         -

Issuance of common
   stock for
   professional fees             -              -   25,000,000       25,000           100,000                           -                     -              125,000

Net loss for the year
 ended August 31,
 2002                            -              -            -            -                    -                        -           (125,000)                (125,000 )

Balance, August 31,
  2002                           -              -   29,200,000       29,200           112,000                           -           (141,200)                         -

Net loss for the year
 ended August 31,
 2003                            -              -            -            -                    -                        -                     -                       -

Balance, August 31,
  2003                           -              -   29,200,000       29,200           112,000                           -           (141,200)                         -

Net loss for the year
 ended August 31,
 2004                            -              -            -            -                    -                        -                     -                       -

Balance, August 31,
  2004                           -              -   29,200,000       29,200           112,000                           -           (141,200)                         -

Net loss for the year
    ended August
    31, 2005                     -              -            -            -                    -                        -                     -                       -

Balance, August 31,
2005                             -              -   29,200,000       29,200           112,000                           -           (141,200)                         -

Net loss for the year
 ended August 31,
 2006                            -              -            -            -                    -                        -                     -                       -

Balance, August 31,
  2006                           -              -   29,200,000       29,200           112,000                           -           (141,200)                         -

Net loss for the year            -              -            -            -                    -                        -                     -                       -
ended August 31,
2007

Balance, August 31,
2007                             -           -   29,200,000         29,200         112,000            -         (141,200)            -

Net loss for the year
 ended August 31,
 2008                            -           -             -             -               -            -                -             -

Balance, August 31,
2008                             -           -   29,200,000         29,200         112,000            -         (141,200)            -

Issuance of
   convertible
   preferred stock for
   cash                  2,000,000       2,000             -             -           3,000            -                -        5,000

Issuance of shares in
   exchange for
   contributed
   equipment at
   $0.001 per share              -           -   25,340,000         25,340               -            -                -        25,340

Common stock
  subscription
  receivable issue d
  at $0.001 per
  share                          -           -    8,980,000         8,980                -       (8,980 )              -             -

Previously issue d
  common stock
  cancelled                      -           -   (6,320,000 )       (6,320 )         6,320            -                -             -

Net loss for the year
 ended August 31,
 2009                            -           -             -             -               -            -                -             -

Balance, August 31,
  2009                   2,000,000   $   2,000   57,200,000     $   57,200     $   121,320   $   (8,980 )   $   (141,200)   $   30,340



                                                                        F-5
                                  SPORT ENDURANCE, INC. (formerl y Cayenne Construction, Inc.)
                                           (A DEVELOPMENT S TAGE COMPANY)
                                              STATEMENTS OF CASH FLOWS


                                                                                                                      January 3,
                                                                                For the              For the             2001
                                                                              year ended           year ended       (incepti on) to
                                                                              August 31,           August 31,         August 31,
                                                                                 2009                 2008               2009
CAS H FLOWS FROM OPERATING ACTIVITIES
     Net (loss)                                                              $             -   $                -   $     (141,200 )
     Adjustments to reconcile net (l oss)
         to net cash used i n operating acti vi ties:
              Shares issued for services                                                   -                    -          125,000
         Decrease (increase) in assets:
              Prepai d expenses                                                     (1,800 )                    -            (1,800 )

    Net cash used in operating acti vities                                          (1,800 )                    -          (18,000 )

CAS H FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sale of common and preferred stock                               5,000                       -           21,200

      Net cash provi ded by financing acti vities                                   5,000                       -           21,200

NET CHANGE IN CAS H                                                                 3,200                       -             3,200

CAS H AT B EGINNING OF YEAR                                                                -                    -                     -

CAS H AT END OF YEAR                                                         $      3,200      $                -   $         3,200


SUPPLEMENTAL INFORMATION:
    Interest pai d                                                           $             -   $                -   $                 -

      Income taxes pai d                                                     $             -   $                -   $                 -


Non-cash acti vities:
     Shares issued for services                                                            -                    -          125,000

      Shares issued for equi pment                                                 25,340                       -           25,340


                                                              F-6
                                         Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                      (A Develop ment Stage Co mpany)
                                                        Notes to Financial Statements


Note 1 – Nature of Business and Significant Accounting Policies

Nature of business
Sport Endurance, Inc. (―the Co mpany‖) was incorporated as Cayenne Construction, Inc. in the state of Nevada on January 3, 2001
(―Inception‖). The Co mpany was formed to be an independent service provider of ready -mix concrete, whereby management was to arrange
purchases of ready-mixed concrete by small contractors and customers on a fee basis. The Co mpany ceased operations in 2002 and was revived
in 2009 with a name change to, ―Sport Endurance, Inc.‖ on August 6, 2009. The Co mpany intends to manufacture and distribute a line of sports
energy drinks.

These statements reflect all ad justments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair
presentation of the information contained therein. The Co mpany follows the same accounting policies in the prepa ration of interim reports.

The Co mpany has adopted a fiscal year end of August 31st.

Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requ ires management
to make estimates and assumptions that affect the reported amounts of assets and liabilit ies, and the d isclosure of contingent assets a nd
liab ilit ies at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting p erio d. Actual results
could differ fro m those estimates.

Equip ment
Equip ment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight -line method over the
estimated useful lives of the related assets as follows:

                                      Co mputer equip ment                                                5 years
                                      Furniture and fixtures                                              7 years

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

The Co mpany will assess the recoverability of equip ment by determin ing whether the depreciation and amortization of these ass ets over their
remain ing life can be recovered through projected undiscounted future cash flows. The amount of equip ment impairment , if any, will be
measured based on fair value and is charged to operations in the period in which such impairment is determined by managemen t.

Start-Up Costs
The Co mpany accounts for start-up costs, including organization costs, under the provisions of Statement of Position No. 98-5, ―Reporting on
the Costs of Start-up Activities‖, whereby such costs are expensed as incurred.

Advertising and promotion
All costs associated with advertising and promoting products are expensed as incurred.

Income taxes
The Co mpany accounts for income taxes under SFAS No. 109, ―Accounting for income taxes ‖, under SFAS No. 109, deferred tax assets and
liab ilit ies are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liab ilit ies and their respective tax bases. Deferred tax assets and liab ilit ies are measured using enacte d tax rates expected to
apply to taxab le income in the years in which those temporary d ifferences are expected to be recovered or settled. A valuation allo wance is
provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through f uture operations.

                                                                          F-7
                                         Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                      (A Develop ment Stage Co mpany)
                                                        Notes to Financial Statements


Fair value of Financial Instruments
Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liab ilit ies. The
carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values du e to their relatively
short-term nature. It is management’s opinion that the Co mpany is not exposed to significant currency or credit risks arising fro m these
financial instruments.

Revenue recognition
For revenue fro m product sales, we will recognize revenue upon shipment or delivery to our customers based on written sales terms that do not
allo w for a right of return. As such, revenue is recognized at the time of sale if collectability is reasonably assured. Prov isions for discounts and
rebates to customers, estimated returns and allo wances, and other adjustments are provided for in the same period the related sales are record ed.
The Co mpany defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will be required.

Basic and diluted loss per share
The basic net loss per common share is co mputed by dividing the net loss by the weighted average number of co mmon shares outstanding.
Diluted net loss per common share is co mputed by dividing the net loss adjusted on an ―as if converted‖ basis, by the weighted average number
of common shares outstanding plus potential dilutive securities. For the periods presented, po tential dilutive securities had an anti-dilut ive
effect and were not included in the calculat ion of diluted net loss per common share.

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

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

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

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

                                                                         F-8
                                       Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                    (A Develop ment Stage Co mpany)
                                                      Notes to Financial Statements


Recently Issued Accounting Pronouncement
During May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting
Principles (―FAS 162‖). FAS 162 identifies the sources of accounting principles and the framewo rk for selecting princip les to be used in the
preparation and presentation of financial statements in accordance with generally accepted accounting principles. This statement will be
effective 60 days after the Securities and Exchange Commission approves the Public Co mpany Accounting Oversight Board ’s amend ments to
AU Section 411, The Meaning of „Present Fairly in Conformity With Generally Accepted Accounting Principles‟ . The adoption of SFAS 162
is not expected to have a material impact on the Co mpany ’s financial position, results of operation or cash flows.

During March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and
Hedging Activities — an amendment of FASB Statement No. 133 (―FAS 161‖). This new standard requires enhanced disclosures for derivative
instruments, including those used in hedging activities. It is effective for fiscal years and interim periods beginning after November 15, 2008,
and became applicable to the Co mpany in the first quarter of fiscal 2009. The adoption of SFAS 161 is not expected to have a material impact
on the Company’s financial position, results of operation or cash flows.

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

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

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has incurred cumulative net losses of $141,200, and realized a cumulat ive
deficit of $18,000 in cash flo ws used in operations as of August 31, 2009. These factors raise substantial doubt about the Co mpany’s ability to
continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Co mp any is c urrently
seeking additional sources of capital to fund short term operations. The Co mpany, however, is dependent upon its ability to secure equity
and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financin g it would be
unlikely fo r the Co mpany to continue as a going concern.

                                                                      F-9
                                        Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                     (A Develop ment Stage Co mpany)
                                                       Notes to Financial Statements


The financial statements do not include any adjustments that might result fro m the outcome of any uncertainty as to the Company ’s ability to
continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Co mpany be unable to continue as a
going concern.

Note 3 – Related Party

On January 10, 2001 the Co mpany issued 1,200,000 shares of co mmon stock to the founder of the Co mpany in exchange for proceed s of $500.
Since the par value o f the Co mpany’s common stock is the legal minimu m value, management recorded compensation for the d ifference
between the amount paid of $500 and the minimu m value of $1,200, or $700 in the acco mpanying statement of operations.

On February 10, 2002, the Co mpany issued 25,000,000 shares to the Company President for professional services rendered. The f air value of
those shares was $125,000 on the grant date.

Note 4 – Equi pment

Equip ment consists of the following:

                                                                                                              August 31,        August 31,
                                                                                                                2009              2008

Co mputer equip ment                                                                                      $        10,000   $                -
Furniture and fixtures                                                                                             15,340                    -
                                                                                                                   25,340                    -
Less accumulated depreciation                                                                                           -                    -
                                                                                                          $        25,340   $                -


Depreciat ion expense totaled $-0- and $-0- for the years ended August 31, 2009 and 2008, respectively. Due to equip ment being contributed
near year end, the effect of current year depreciation has been determined to be immaterial.

Note 5 – Stockhol ders’ Equi ty

On July 28, 2009, the shareholders of the Company voted to increase the authorized co mmon shares of the Company from 30,000,0 00
authorized shares of common stock to 90,000,000 authorized shares of common stock. Additionally, the shareholders voted to establish
preferred shares of the Co mpany at 10,000,000 authorized shares of preferred stock. As a result of this vote, the Co mpany filed an amend ment
to its Articles of Incorporation to reflect this change.

Co mmon stock
On January 10, 2001 the Co mpany issued 1,200,000 shares of co mmon stock to the founder of the Co mpany in exchange for proceeds of $500.
Since the par value o f the Co mpany’s common stock is the legal minimu m value, management recorded compensation for the difference
between the amount paid of $500 and the minimu m value of $1,200, or $700 in the acco mpanying statement of operations.

                                                                     F-10
                                        Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                     (A Develop ment Stage Co mpany)
                                                       Notes to Financial Statements


The Co mpany issued a total of 3,000,000 shares of its $.001 par value co mmon stock during May 2001 in a private placement und er Rule 506
of the Securities Act of 1933 for $15,000 in cash, or $0.005 per share to a total of nineteen individual investors. Due to a lack of operations,
management believes the purchase price of $0.005 per share is representative of fair value.

On February 10, 2002, the Co mpany issued 25,000,000 shares to the Company President for professional services rendered. The f air value of
those shares was $125,000 on the grant date.

On August 20, 2009, the Co mpany issued 8,980,000 founder’s shares of common stock at the par value of $0.001 per share in exchange for
proceeds of $8,980 received on September 1, 2009. As a result, a co mmon stock subscription receivable of $8,980 was recognize d as of August
31, 2009.

On August 20, 2009, the Co mpany issued 25,340,000 founder’s shares of common stock at the par value of $0.001 per share in exchange for
contributed equipment with a cost basis of $25,340. The cost basis approximates the fair market value of the equip ment as of August 31, 2009.
The equipment is being carried at the original purchase price of the contributed equipment prior to the sale to the Company given the related
party nature of this transaction.

On August 20, 2009, the Co mpany cancelled and returned to treasury 6,320,000 shares of common stock previously issued to founders. No
consideration was provided and the total par value of $6,320 was recorded as additional paid -in capital.

Preferred stock
On August 15, 2009, the Co mpany issued a total of 2,000,000 shares of preferred stock to two individual investors in a private placement under
Rule 506 of the Securities Act of 1933 for $5,000 in cash, or $0.0025 per share. Each share of preferred stock is convertible into three shares of
common stock.

Note 6 – Income Taxes

The Co mpany accounts for inco me taxes under Statement of Financial Accounting Standards No. 109, ―Accounting for Inco me Taxes ‖ (―SFAS
No. 109‖), which requires use of the liability method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the
differences between the tax bases of assets and liabilit ies and their carrying amounts for financial reporting purposes, referred to as temporary
differences.

As of August 31, 2009, the Co mpany incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In
addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At Augus t 31, 2009, the
Co mpany had approximately $141,200 of federal net operating losses. The net opera ting loss carry forwards, if not utilized, will begin to exp ire
in 2016.

The components of the Company’s deferred tax asset are as follows:

                                                                                                                 August 31,
                                                                                                                   2009
                  Deferred tax assets:
                    Net operating loss carry forwards                                                        $          49,400


                  Net deferred tax assets before valuation allowance                                                    49,400
                    Less: Valuation allowance                                                                          (49,400 )
                      Net deferred tax assets                                                                $               -


Based on the availab le ob jective evidence, including the Co mpany ’s history of its loss, management believes it is mo re likely than not that the
net deferred tax assets will not be fully realizab le. Accordingly, the Co mpany provided for a full valuation allowance against its net deferred
tax assets at August 31, 2009.

                                                                       F-11
                                          Sport Endurance, Inc. (formerly Cayenne Constructi on, Inc.)
                                                       (A Develop ment Stage Co mpany)
                                                         Notes to Financial Statements


A reconciliat ion between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory inc ome tax rate to
pre-tax loss is as follows:

                                                                                                     August 31,
                                                                                                       2009

                                       Federal and state statutory rate                                     35 %
                                       Change in valuation allowance on deferred
                                       tax assets                                                          (35 %)



Note 7 – Fair Value of Financi al Instruments

The Co mpany adopted SFAS 157 on January 1, 2009. SFAS 157 defines fair value as the price that would be received to sell an a sset or paid to
transfer a liab ility in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a
valuation framewo rk and creates a fair value hierarchy in order to increase the consistency and comparability of fair value m easurements and
the related disclosures. Under GAAP, certain assets and liabilities must be measured at fa ir value, and SFAS 157 details the disclosures that are
required for items measured at fair value.

The Co mpany has various financial instruments that must be measured under the new fair value standard including: cash and equ ipment. The
Co mpany currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair valu e on a recurring
basis, with the exception of equip ment. The Co mpany ’s financial assets and liabilit ies are measured using inputs from the three lev els of the
fair value hierarchy. The three levels are as fo llo ws:

          Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Co mpany has the ability to
          access at the measurement date. The fair value of the Co mpany’s cash is based on quoted prices and therefore classified as Lev el 1.

          Level 2 - Inputs include quoted prices for similar assets and liabilit ies in active markets, quoted prices for identical or similar ass ets or
          liab ilit ies in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates,
          yield curves, etc.), and inputs that are derived principally fro m or corroborated by observable market data by correlation or other
          means (market corroborated inputs).

          Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the
          asset or liability.

The following table provides a summary of the fair values of assets and liabilities under SFAS 157:

                                                                                                                Fair Value Measurements at
                                                                                                                      August 31, 2009
                                                                                   Carrying
                                                                                    Value
                                                                                  August 31,
                                                                                    2009              Level 1              Level 2             Level 3
Assets:
          Cash                                                                $         3,200    $         3,200       $              -    $           -
          Equip ment                                                                   25,340                                                     25,340
Total                                                                         $        28,540    $         3,200       $              -    $      25,340


Note 8 – Subsequent Events

On September 1, 2009, the Co mpany received proceeds of $8,980 as payment on a co mmon stock subscription receivable for 8,980, 000
founder’s shares that were issued on August 20, 2008.
F-12
                                       PART II—INFORMATION NOT REQUIR ED IN PROSPECTUS

ITEM 24.        INDEMNIFICATION OF DIRECTORS AND OFFICERS .

Our Certificate of Incorporation and Bylaws provide that we shall indemnify our officers or directors against expenses incurred in connection
with the defense of any action in which they are made parties by reas on of being our officers or directors, except in relat ion to matters as which
such director or officer shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duty. One of our
officers or directors could take the position that this duty on our behalf to indemnify the director or officer may include the duty to indemnify
the officer or director for the violation of securities laws.

Insofar as indemnification fo r liabilities arising under the Securities Act of 19 33, as amended (the "Securities Act"), may be permitted to our
directors, officers and controlling persons pursuant to our Cert ificate of Incorporation, By laws, Nevada laws or otherwise, w e have been
advised that in the opinion of the Securities and Exchan ge Co mmission (the "Co mmission"), such indemnification is against public policy as
expressed in the Securit ies Act and is, therefore, unenforceable. In the event that a claim for indemn ification against such liabilit ies (other than
the payment by us of expenses incurred or paid by one of our directors, officers, or control persons, and the successful defense of any action,
suit or proceeding) is asserted by such director, officer or control person in connection with the securities being registere d, we will, unless in
the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdict ion the question
whether such indemn ification by it is against public policy as exp ressed in the Securit ies Act and will be governed by the final ad judication of
such issue.

ITEM 25.        OTHER EXPENS ES OF ISS UANCE AND DISTRIB UTION.

The estimated expenses of the offering, all o f wh ich are to be paid by the registrant, are as fo llo ws:

Audit/Admin istrative Fees and Expenses                                                                                     $                13,500
SEC Registration Fee                                                                                                                            100
Legal Fees/Expenses                                                                                                                          10,000

TOTAL                                                                                                                       $                23,600


ITEM 26.        RECENT SALES OF UNREGIS TER ED S ECURITIES.

Backround informat ion.

The parties (Joseph Scarpello, Robert Timothy, Calbridge, Wellington and Trilogy) are unrelated and are not affiliated.

In May of 2001, Cayenne Construction, Inc. pursuant to a private placement under Rule 506 of the Securit ies Act of 1933 sold 3,000,000
common shares for $15,000 in cash, or $0.005 per share to a total of n ineteen investors.

Joseph Scarpello acquired the controlling shares (26,200,000) of Cayenne Construction, Inc. in 2002. Mr. Scarpello purchased 1,200,000
common shares fro m Mr. Nanci on February 5, 2002 and Mr. Scarpello also received 25,000,000 shares on February 10, 2002 for l egal
services.

The company was dormant fro m 2002 until July of 2009. Mr. Scarpello sold 5,000,000 shares to SLC Air on 12-19-2007. The Co mpany had
no operations or revenues during this time period. Fro m 2002 until July of 2009 there were issued and outstanding 29,200,000 common shares.

The Co mpany was revived on July 28, 2009. On August 1, 2009 M r. Timothy agreed to purchase controlling interest 34,230,000 co mmon
shares from the company for $34,230.00. Mr. Timothy was orally advised that there were 22,970,000 co mmon shares outstanding ( which was
an inadvertent mathematical error) and no preferred shares outstanding. This agreement was subject to Mr. Timothy ’s review and drafting of
agreements. The agreement and attachments were executed on August 20, 2009.

Pursuant to the oral agreement with Mr. Timothy on August 15, 2009, The Co mpany initiated a private offering. A su mmary of the offering
included 2,000,000 shares of the Company’s Preferred stock issued at $0.0025 per share. Net proceeds from this offering amounted to
$5,000. (See transaction (1) and (2) belo w).

                                                                           II-1
On August 15, 2009, the fo llo wing preferred shares were issued to accredited investors without registration under the Securit ies Act of 1933 in
reliance on an exemption fro m registration provided by Section 4(2) o f the Securit ies Act, and fro m similar applicable state securities laws,
rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in
connection with the offer or sale of these securities. August 31, 2009, was the final closing date and all subscription agreements had been
executed in connection with the August 2009 offering; furthermore, no offers or sales have been made in connection with t he A ugust 2009
offering after this registration statement was filed on September 16, 2009.

Preferred stock

On August 15, 2009, The Co mpany init iated a private offering. A su mmary o f the offering included 2,000,000 shares of the Co mp any’s
Preferred stock issued at $0.0025 per share. Net proceeds fro m this offering amounted to $5,000. (See transaction (1) and (2) below).

(1). On August 15, 2009, the co mpany issued 1,000,000 shares of our preferred stock to Wellington Manor Hold ings, Inc. in consider ation for
$2,500 or $0.0025. Wellington Manor Holdings, Inc. is unrelated and not affiliated to any of the parties.

(2). On August 15, 2009, the company issued 1,000,000 shares of our preferred stock to Trilogy Exped ition, Inc. in consideration f or $2,500 or
$0.0025. Trilogy Expedition, Inc. is unrelated and not affiliated to any of the parties.

The offer and sale of such shares of our preferred stock were effected in reliance on the exempt ions for sales of securities not involving a public
offering, as set forth in Rule 504 and 506 p ro mulgated under the Securities Act and in Section 4(2) o f the Securit ies Act, based on the
following: (a) the investors confirmed to us that they were ―accredited investors,‖ as defined in Ru le 501 of Regulation D p romulgated under
the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and
risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors
were provided with certain d isclosure materials and all other information requested with respect to our co mpany; (d) the investors
acknowledged that all securities being purchased were ―restricted securities‖ fo r purposes of the Securit ies Act, and agreed to transfer such
securities only in a transaction registered under the Securities Act or exempt fro m registration under the Securities Act; an d (e) a legend was
placed on the certificates representing each such security stating that it was res tricted and could only be transferred if subsequent registered
under the Securities Act or transferred in a t ransaction exempt fro m registration under the Securities Act.

Co mmon stock

On August 17, 2009 Mr. Scarpello sold 21,000,000 shares to Calbridge Cap ital for $25,000 based on the fact that the company would be under
new management and that the company would be developing a new business model. M r. Scarpello maintained 200,000 co mmo n shares.

Mr. Timothy’s review of Sport Endurance, Inc. showed the follo wing co mmon shares issued an outstanding. 1) 3,000,000 issued pursuant to
2001 offering. 2) 5,000,000 shares sold to SLR A ir in 2007. 3) Joseph Scarpello 200,000 4) Calbridge 21,000,000 for a total of 29,200,000
common shares issued and outstanding (instead of the 22,970,000 that he originally was inadvertently advised). A differen ce of 6,320,000
outstanding common shares.

Mr. Timothy orally advised Sport Endurance that he would not complete the transaction and develop the energy drink gel cap bu siness based
on 29,200,000 co mmon shares outstanding (as he had anticipated that here would be only 22,970,000 outstanding shares).

In order for the transaction to be completed Calbridge agreed to cancel 6,320,000 co mmon shares. Calbridge determined that it was in their
economic best interest to have this transaction occur for certain at this time with Mr. Timothy as the Director and officer o f t his development
stage business. Calbridge determined that the potential for M r. Timothy ’s involvement in running the co mpany at this time was better than an
unknown future and thus decided to return fo r cancelling 6,320,000 co mmon shares. No consideration was provided and the t otal par value of
$6,320 was recorded as additional paid-in cap ital.

On August 20, 2009 based on Calbridge agreeing to cancel 6,320,000 co mmon shares Mr. Timothy executed the asset purchase agreement for
25,310,000 co mmon shares and he purchased 8,890,000 co mmon shares for $8,890.

On August 20, 2009 the follo wing co mmon shares were issued to accredited investors without registration under the Securities Act of 1933 in
reliance on an exemption fro m registration provided by Section 4(2) o f the Securit ies Act, and fro m similar applicable state securities laws,
rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in
connection with the offer or sale of these securities.

                                                                        II-2
On August 20, 2009, the Co mpany issued 8,980,000 shares of our co mmon stock to Robert Timothy, in consideration for $8,980, o r $0.001 per
share. The proceeds of $8,980 were received on September 1, 2009. As a result, a co mmon stock subscription receivable of $8,980 was
recognized as of August 31, 2009.

On August 20, 2009, the Co mpany issued 25,340,000 shares of our co mmon stock to Robert Timothy, in consideration of equipment with a
cost basis of $25,340, or $0.001 per share. The cost basis approximates the fair market value of the equip ment as of August 31, 2009.

As a result of Mr. Timothy’s purchasing 8,900,000 and 25, 320,000 co mmon shares of the company ’s stock he became the majority
shareholder and was Elected President and Director of the Co mpany on August 20, 2009.
The offer and sale of such shares of our common stock were effected in reliance on the exempt ions for sales of securities not involving a public
offering, as set forth in Rule 504 and 506 p ro mulgated under the Securities Act and in Se ction 4(2) o f the Securit ies Act, based on the
following: (a) the investors confirmed to us that they were ―accredited investors,‖ as defined in Ru le 501 of Regulation D p romulgated under
the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and
risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors
were provided with certain d isclosure materials and all other information requested with respect to our co mpany; (d) the investors
acknowledged that all securities being purchased were ―restricted securities‖ fo r purposes of the Securit ies Act, and agreed to transfer such
securities only in a transaction registered under the Securities Act or exempt fro m registration under the Securities Act; and (e) a legend was
placed on the certificates representing each such security stating that it was restricted and could only be transferred if su bsequent registered
under the Securities Act or transferred in a t ransaction exempt fro m registration under the Securities Act.

ITEM 27.       EXHIB ITS.

Exhi bit No.                               Descripti on

3.1                        *               Cert ificate of Incorporation of Sport Endurance, Inc.
3.2                        *               Bylaws of Sport Endurance, Inc.
5.1                                        Opinion of Law Office of Leo Moriarty
10.1                        **             Lease of co mpany property, 1890 South 3850 West Salt Lake City, Utah 84104
10.2                        **             Form D 506, preferred shares, 8-15-2009
10.3                                       Stock Purchase agreement, Scarpello/Calbridge
10.4                                       Minutes of Board of Directors, Sport Endurance, 6,320,000
10.5                                       Asset Purchase agreement
23.1                                       Consent of M&K CPAS, PLLC
23.2                                       Consent of Law Office of Leo Moriarty

* Incorporated by reference to the Co mpany’s Registration Statement on Form S-1, filed on September 16, 2009, File No. 333-153354.
*** Incorporated by reference to the Co mpany’s Registration Statement on Form S-1 amend ment No. 1, filed on November 2, 2009, File No.
333-153354

                                                                       II-3
ITEM 28.                UNDERTAKINGS.

The undersigned registrant hereby undertakes:

1.   To file, during any period in which o ffers or sales are being made, a post effective amendment to this Reg istration Statement :

      (a)   To include any Prospectus required by Section 10(a)(3) of the Securit ies Act;

      (b) To reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the infor mation
          in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securit ies offered (if t he total
          dollar value of securities offered would not exceed that which was registered) and any deviation fro m the low or high end of the
          estimated maximu m offering range may be reflected in the form of Prospectus filed with the Co mmission pursuant to Rule 424(b)
          if, in the aggregate, the changes in the volume and rise represent no more than a 20% change in the maximu m aggregate offerin g
          price set forth in the "Calculation of Reg istration Fee" table in the effect ive registration statement; and

      (c)   To include any material information with respect to the plan of distribution not previously disclosed in this Registration St atement
            or any material changes to such informat ion in the Reg istration Statement.

2. That, for the purpose of determin ing any liab ility under the Securit ies Act of 1933, each such post-effective amend ment shall b e deemed to
   be a new registration statement relat ing to the securities offered therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

3. To remove fro m registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
   termination of the offering..

4. Insofar as indemnificat ion for liabilit ies arising under the Securit ies Act may be permitted to directors, officers and controlling persons of
   the Registrant pursuant to the foregoing provisions, or otherwise, the Reg istrant has been advised that in the op inion of the Securities and
   Exchange Co mmission such indemnificat ion is against public policy as expressed in the Securities Act and is, therefore, unenf orceable. In
   the event that a claim for indemnification against such liabilit ies (other than the paymen t by the Registrant of expenses incurred or paid by a
   director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is ass erted by such
   director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
   counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whet her such
   indemn ification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication o f such issue.




                                                                        II-4
                                                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believ e that it meets
all of the requirements for filing on Form S -1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Salt Lake City, State of Utah, on December 9, 2009.


                                                       Sport Endurance, Inc.


                                                       By: /s/ Robert Timothy
                                                            Robert Timothy
                                                           (Principal Executive Officer Ch ief Executive Officer, Sole Director)



                                                       By: /s/Ronald Schuurman
                                                           Ronald Schuurman
                                                           Chief Financial Officer (Principal Accounting Officer and Principal Financial
                                                           Officer)


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following. per sons in the
capacities and on the dates indicated.

                                                                        Sport Endurance, Inc.


 December 9, 2009                                                       By: /s/ Robert Timothy
                                                                             Robert Timothy
                                                                            (Principal Executive Officer Ch ief Executive Officer, Sole Director)



  December 9, 2009                                                      By: /s/Ronald Schuurman
                                                                            Ronald Schuurman
                                                                            Chief Financial Officer (Principal Accounting Officer and Principal
                                                                            Financial Officer)




                                                                         II-5
Exh ib it 5.1

                                                          Law Office o f Leo J. Moriarty
                                                         12534 Valley View Street # 231
                                                         Garden Grove, Californ ia 92845
                                                            Telephone 714-305-5783
                                                            Facsimile 714-316-1306

                                                          E- Mail LJM Legal@ao l.co m


                                                                December 9, 2009
Sport Endurance, Inc.
Salt Lake City, Utah

          Re: Form S-1 Registration Statement

Gentlemen:

You have requested that we furnish you our legal opin ion with respect to the legality of the following described securities o f Sport Endurance,
Inc. (the "Co mpany") covered by a Form S -1 Registration Statement (the "Registration Statement"), filed with the Securities and Exchange
Co mmission which relates to the resale of 8,200,000 shares of common stock, $0.001 par value (the "Shares") of the Co mpany.

In connection with this opinion, we have examined the corporate records of the Co mpany, including the Co mp any's Articles of Incorporation,
and Bylaws, the Registration Statement, and such other documents and records as we deemed relevant in order to render this op inion. In such
examination, we have assumed the genuineness of all signatures, the authenticity of all docu ments submitted to us as certified copies or
photocopies and the authenticity of the orig inals of such documents.

Based upon the foregoing and in reliance thereof, it is our opinion that the outstanding Shares described in the Reg istration Statement, are
legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein wh ich are to be
expressly covered by the referenced Registration Statement.

We exp ress no opinion as to the laws of any state or jurisdiction other than the laws governing corporations of the State of Nev ada (including
applicable provisions of the Nevada Constitution and reported judicial decisions interpreting such Law and such Constitution) and the federal
laws of the Un ited States of America.

We hereby consent to the filing of this opinion with the Securities and Exchange Co mmission as an exh ibit to the Reg istration Statement and
further consent to statements made therein regarding our firm and use of our name under the heading "Legal Matters" in the Pr ospectus
constituting a part of such Registration Statement.

                                                                         Sincerely,

                                                                         /s/ The Law Office o f Leo Moriarty
                                                                         The Law Offices of Leo Moriarty
Exh ib it 10.3


                                                          STOCK PURCHASE A GREEM ENT

       This STOCK PURCHASE A GREEM ENT (this "Agreement") effective this 17th day of August 2009, by and between JOSEPH
SCA RPELLO ("Seller"), and CA LBRIDGE CAPITA L LLC, "Buyer"), with respect to the following facts and circumstances:

               A.   Seller has presented to Buyer a plan to sell all of his shares of stock in Sport Endurance, Inc.

         B.      Seller desires to sell, and Buyers desire to purchase 21,000,000 shares of common stock of the not trading, non public,
Nevada Corporation (the "Co mmon Stock") at the purchase price and subject to the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, representations and warranties set forth
herein, each of the parties hereto hereby agrees as follows:

          1.        Purchase of Co mmon Stock.

                   1. 1   Purchase . Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Buyers the Co mmon
Stock, fo r $21,000.00 dollars.

                  1.2    Closing . The purchase of the Securities shall take p lace at a closing at the offices of the Buyer, on or before August
17, 2009, or such other place, day and time as may be agreed upon by Seller and Buyers (the "Closing Date").

                    1.2.2       The Securit ies shall be issued to Buyers or any affiliated parties of Buyers, as directed by Buyers.

                    1.3    Further Assurances . Each of the parties hereto shall execute any and all further documents and writings and perform such other
reasonable actions that may be or become necessary or expedient to effectuate the purchase of the Shares as contemplated hereby.
         2.        Representations Warranties and Covenants of Seller .

                  2.1     As an inducement for Buyers to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller
represents, warrants, and agrees as follo ws:

                   2.1.1       This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and
constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceab le against Seller in accordance with its
terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriu m, reorganization or similar laws affect ing
creditors' rights generally and by limitations on the availability of equitable remedies).

                  2.1.2        The execution, delivery and perfo rmance of this Agreement and the consummat ion of the transactions
contemplated hereby and thereby will not (i) constitute a default (or an event which, with notice or lapse of time or both, would constitute a
default) under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, agreement or other mat erial instrument
or obligation to wh ich Seller is a party or by which Seller is bound, or (ii) violate any judgment, order, injunction, decree, statute, rule, law or
regulation applicable to Seller.

                   2.1.3       On the Issue Date, Seller will deliver the Securit ies free and clear of any liens, claims, security interest or other
encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to th e terms hereof. On and at all
times after the Issue Date, all of the Securities shall be duly authorized, valid ly issued, fully paid and nonassessable.

         3.        Miscellaneous .

                  3.1         All representations and warranties of Seller made under Section 2 of this Agreement shall survive     for a period
of two (2) years,

                  3.2         This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements,
representations, warranties, statements and understandings, whether oral or written, with respect to the subject matter hereof.



                                                                          2
                  3.3        This Agreement shall be governed by the laws of the State of Nevada, without giving effect to the conflict o f laws
provisions thereof.

                  3.4         This Agreement shall be binding upon and inure to the benefit of the parties and their respective succe ssors and
assign. This Agreement and the rights and obligations of the parties hereto shall not he assignable by any party hereto witho ut the written
consent of the other parties hereto.

                  3.5        The valid ity, legality or enforceability of the remainder of this Agreement shall not be Effected even if one or more
of the provisions of this Agreement shall be held to be invalid, illegal o r unenforceable in any respect.

                 3.6        None of the terms or provisions of this Agreement shall be modified, waived or amended, except by a written
instrument signed by the party against which any modification, waiver or amend ment is to be enforced.

                   3.7       This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.


                                                                  Calbridge Capital, LLC

                                                                  /s/ [signature]
                                                                  Chairman and Ch ief Executive Officer


                                                                  /s/ Joseph Scarpello
                                                                  Joseph Scarpello,
                                                                  An individual




                                                                         3
Exh ib it 10.4

                                                  MINUT ES OF B OARD OF DIRECTORS
                                                                 OF
                                                      SPORT ENDURANCE, INC.




 The meeting of the Board of Directors of the Co rporation was held on August 20, 2009 at 2620 South Maryland Parkway #819 Las Vegas,
Nevada 89109 and at, as set forth in the written Waiver of Notice signed by all of the Directors, and prefixed to the Minutes of this meet ing.

 There were present the following:
 Robert L. Timothy being all the Directors of the Corporat ion.

 Robert L. Timothy called the meet ing to order and stated the objects thereof. Upon motion duly made, seconded and unanimo usly carried,
that the company in order to restructure the market cap would buy back 6,320,000 restricted common shares from Calbridge Capital LLC for
$1.00.

 RESOVED, that the company in order to restructure the market cap wou ld buy back 6,320,000 restricted common shares fro m Calbr idge
Capital LLC for $1.00.

Upon motion duly made, seconded and unanimously carried, it was:
 RESOLVED, that all the acts taken and decisions reached at he meeting of the Directors and Shareholders be, and they hereby a re, ratified and
adopted by this Board of Directors.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried it was ad journed.




Dated; August 20, 2009                                                 /s/ Robert Timothy
                                                                       Robert Timothy, President,
                                                                       Sport Endurance, Inc.
Exh ib it 10.5
                                                         ASSET PURCHASE A GREEM ENT



THIS ASSET PURCHASE A GREEM ENT (this ―Agreement‖), dated as of August 20, 2009 is made and entered into by and between Robert
L. Timothy an individual (here in after Timothy) (―Seller‖), and Sport Endurance, Inc., a Nevada corporation with principal offices at 2620
South Maryland Parkway # 819 Las Vegas, Nevada 89109(the ―Purchaser‖). As used herein, the term ―Parties‖ shall be used to identify the
Seller and the Purchaser jo intly.


                                                                       WHEREAS:

          A. Seller owns certain assets as listed and described in Exhib it A attached hereto (the ―Purchased Assets‖) that it desires to sell and
transfer to Purchaser in exchange for the Purchaser’s issuance of certain shares of the Purchaser’s Co mmon Stock (the ―Special Shares‖) as
more particularly set forth below.

          B. The Seller warrants and represents that it owns and will own at the closing (as defined herein) all of the Purchased Assets free of
any accrued or contingent mortgages, deed of trust, security interests, claims, and equitable charges that may be asserted by any third party and
that it will convey full and unencumbered title to the Purchased Assets to the Purchaser at Closing.

          C. The Seller warrants and represents that it is experienced and sophisticated in business, financial, investment, and tax ma tters with
sufficient skill and knowledge to undertake the t ransactions contemplated and described in this Agreement and evaluate t he ris ks and merits of
acquiring the Special Shares.
          D. The Seller warrants and represents that it has received, prior to this Agreement, such disclosures regarding the Purchaser , its
corporate and financial affairs, stockholder informat ion, and such other disclosures that has allowed it to make an in formed investment decision
and that it has also had a sufficient opportunity to ask questions of the Purchaser’s management and to receive answers from the Purchaser’s
management regarding all such matters.

          E. The Seller warrants and represents that this Agreement and the transactions contemplated hereby have been duly approved by the
Seller’s Board of Directors.
                    NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and c ovenants contained
herein, the parties agree as follows:


                                                         PURCHASE AND SA LE OF ASSETS

                  1.1 Purchase and Sale . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section
3.1), Purchaser shall purchas e fro m Seller, and Seller shall sell and transfer to Purchaser, all of Seller ’s right, tit le, and interest in the Pu rchase
Assets (the ―Purchased Assets‖). The Purchased Assets consist of all the items listed and shown on Exhi bit A attached hereto together with the
following:

                              all equip ment, desks, credenzas, chairs, cabinets, computers, printers telephones, records, merchandise,

                              all information, including supplier lists, relat ing to or involving the Purchased Assets, regardless of format.
                            all supplies related to coolers, counter tops, refrigerators, any and all displays, forklifts and Electric heat shrink
tunnel.

                             all intellectual property rights, whether owned or leased, including, without limitation, all patents, patent
applications, trademarks, reg istered trademarks, trademark applicat ions, service marks, reg istered service marks, service mark appl ications,
trade names, copyrights, registered copyrights, copyright applications, trade secrets, confidential informat ion and propr ietary know-how owned
and/or used in connection with the Business; (all of the intellectual p roperty rights to be acquired shall be collectively re ferred to as the
―Intellectual Property‖); and


Purchaser reserves the right to exclude any of the above d escribed assets from the Purchased Assets. All of the Purchased Assets shall be
transferred to Purchaser free and clear of all liens, security interests and encumbrances.

                           1.2 Assumed Liabilities; Limitation on Assumption . In connection with the purchase and sale of the Purchased
Assets pursuant to Section 1.1 and except for those liabilit ies as shown on Exhi bi t B, Purchaser shall assume no liab ilities and obligations of
the Seller.


                                                                CONSIDERATION

                    Purchase Price . In consideration for the transfer of the Purchased Assets, at the Closing Purchaser shall (a) pay and deliver
to Seller (or Seller’s assignee) the follo wing:

                            a duly issued stock certificate registered in the name of the Seller and bearing a rest ricted securities legend and
representing the sum of thirty four million three hundred and twenty thousand (34,320,000) shares of the Purchaser’s Co mmo n Stock (the
―Special Shares‖ or Purchase Price‖).

                    Closing . The closing of the purchase and sale of the Purchased Assets pursuant to Section 1.1 (the ―Closing‖) shall be held
at the offices of the Purchaser at 6200 East Canyon Rim road, Anaheim California at 11:00 a.m. (local time) on August 20, 2009 (the ―Closing
Date‖), or at such other place and time as Purchaser and Seller may mutually agree in writ ing.

                  Deliveries at Closing . At the Closing, the Parties shall make the deliveries described below:

                            Seller shall deliver, or cause to be delivered, to Purchaser a Bill of Sa le and Assignment in the form of Exhi bi t C
hereto properly executed by Seller;

                             Purchaser shall deliver to Seller the following:

                                      the stock certificate representing all of the Shares and registered in the name of the Seller (or its
assignees);

                                    a duly executed Action of the Board of Directors of the Purchaser, adopting and approving the terms of
this Asset Purchase Agreement and authorizing and instructing the officers of the Purchaser to deliver a fully executed copy of this Asset
Purchase Agreement to the Seller as set forth in Exhi bi t D .



                                                                         2
                                       a duly executed Action of the Board of Directors elect ing Robert L. Timothy as director and chairman of
the Board of Directors of the Purchaser and accepting the immediate resignation of the Joseph Scarpello as a director and off icer of the
Purchaser as set forth in Exhi bi t D.

                                       such other instruments and documents properly executed by the Seller as are reasonably necessary, in the
opinion of Purchaser, to effect the transactions described herein.

                                   a certificate, executed by a corporate officer of the Seller, certifying that, at the time of Clos ing, the
Purchased Assets are in good condition.

                                            REPRESENTATIONS AND WARRANTIES OF SELLER

                  Seller represents and warrants to Purchaser as follo ws:

                 Authorizat ion of Transaction . Seller has full power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms
and conditions.

                  Bro ker’s Fees . Neither Seller nor the Purchaser has any liability or ob ligation to pay any fees or co mmissions to any broker,
finder, or agent with respect to the transactions contemplated by this Agreement.

                   Consents and Approvals . The execution, delivery and performance by Seller of this Agreement and the consummat ion of
the transactions contemplated hereby require no action by or in respect of, or filing with or notice to, any governmental or regulatory body,
agency or official. Neither the execution, delivery and performance by Seller of this Agreement, nor the consummation of the transactions
contemplated hereby, will (with o r without notice or lapse of t ime) (a) violate, conflict with, o r result in a breach of any judgment, order, writ,
injunction, decree or award of any court, governmental or regulatory body, or (b) result in a default (or g ive rise to any right of termination,
cancellation or accelerat ion) under any of the terms, conditions or provisions of any note, bond, mortga ge, indenture, license, franchise, permit,
lease, agreement or other instrument or obligation to which Seller is a party, or by which the Business or any of the Purchas ed Assets may be
bound.

                    Litigation . To the best knowledge of Seller, there a re no act ions, suits, or proceedings pending or, to Seller ’s best
knowledge, threatened against Seller, or that otherwise relate to the Business or the Purchased Assets, before any court, arb itrator o r
administrative, govern mental or regulatory authority or body and, to Seller’s knowledge, no event has occurred or circu mstance exists that may
give rise to or serve as the basis for the commencement of any such action, suit or proceeding. Seller is not subject to any order, judg ment, writ,
injunction or decree that relates to the Business or the Purchased Assets.

                  Personal Property . Seller at Closing will have good and marketable tit le to the Purchased Assets, free and clear of all liens
and encumbrances, and (b) all items of equipment, if any, cons tituting a part of the Purchased Assets are in good operating condition and
repair, ordinary wear and tear excepted, and reasonably conform to all applicable laws, ordinances and regulations.

                    Taxes . To the best knowledge of Seller, all tax reports and returns required to be filed relat ing to the Business pursuant to
any law, ru le or regulation have been filed in a t imely manner (taking into account all extensions of due dates), and all Tax es shown as due
thereon have been paid or accrued and reflected on the financial statements of the Business. No deficiencies for any Taxes have been asserted
in writ ing against Seller which remain unpaid.



                                                                          3
                 Emp loyees . Seller has, with respect to the Business and all employees now or previously employed in the Business,
complied in all respects with all laws, ru les and regulations relating to employ ment, equal emp loy ment opportunity, nondiscri mination,
immigrat ion, wages, hours, benefits, occupational health and safety and plant closing.

                  Intellectual Property . Except as shown on Exhi bi t A attached to this Agreement, to the best knowledge of Seller, Seller has
no patents, patent rights, licenses, trademarks, trademark rights, trade names, t rade name rights, service marks, service mark rights, copyrights,
web sites or Internet locations or similar rights, nor require any such rights in connection with the conduct of the Business as presently
conducted. To the knowledge of Seller, neither Seller nor the Business is infringing or otherwise acting adversely to the right of any other
person under or in respect to, any patent, license, trademark, trade name, service mark, copyright or similar intangible righ t.

                    Labor Relations . To the best knowledge of Seller, Seller has comp lied in all material respects with all federal and state laws,
rules and regulations relating to the employment of labor, including those related to wages, hours and payment of withhold ing and
unemploy ment taxes. Seller has withheld all amounts required by law or agreement to be withheld fro m wages or salaries of it s employees and
is not liable for any arrearage of wages or any taxes or penalt ies for failure to co mply with any of the foregoing.

                  Co mpliance . To the Best knowledge of Seller, Seller has conducted the Business and maintained the Purchased Assets in
compliance with, and not in violation of, applicable laws, rules, regulations and orders of federal, state and local g overnments and regulatory
bodies (the ―Applicable Laws‖). Seller has not received any notice of any alleged violat ion of any Applicable Laws, and Seller has all licenses,
permits and consents required to be obtained fro m federal, state, county or municipal authorities with respect to the ownership or use of the
Purchased Assets for the operation of the Business. The Seller is not aware of any actions that it or the Business has taken which could
reasonably cause or result in any claims of any violation of any federal, state, or local environ mental laws in connection with the use or
operation of the Purchased Assets or the conduct of the Business.

                  Investment Representation .

                             Seller represents that it is sophisticated and experienced in in vestment, financial, and securities matters and that it
has had a sufficient opportunity to conduct a due diligence investigation into the corporate affairs of the Purchaser. Seller acknowledges that
the offering and sale of the Special Shares is intended to be exempt fro m registration under the Securities Act by virtue of Section 4(2) of the
Securities Act of 1933 , as amended, and that Purchaser’s reliance on such exemption is predicated on Seller’s representations set forth herein.

                               Seller fully understands and agrees that it must bear the economic risk of its investment for an indefinite period of
time because, among other reasons, the Special Shares have not been registered under the Securities Act of 1933 , as amended or under the
securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the transaction is or the Special
Shares is subsequently registered under the Securities Act of 1933 , as amended and under applicable securit ies laws of relevant states or an
exemption fro m such registration is available. Seller understands that Purchaser is under no obligation to register the Special Shares on Seller ’s
behalf, or to assist Seller in co mplying with any exempt ion fro m such registration under the Securities Act of 1933 .

                             Seller has such knowledge and experience in financial and business matters such that Seller is capable of evaluating
the merits and risks of Seller’s investment in the Special Shares and is able to bear such risks, and has obtained, in Seller’s jud gment, sufficient
informat ion fro m Purchaser or its authorized representatives to evaluate the merits and risks of such investment. Seller has evaluated the risks
of investing in the Special Shares and has determined that the Special Shares are a suitable investment for Seller. Seller can afford a co mplete
loss of the investment in the Stock, and can afford to hold the investment in the Special Shares for an indefinite period of time.



                                                                         4
                              Seller is acquiring the Special Shares subscribed for herein for its own account, for investment purposes only and
not with a view to, or for sale in connection with, any distribution of the Special Share s within the meaning of the Securities Act of 1933 , as
amended, or any rule or regulat ion under the Securities Act of 1933 , as amended. The Special Shares are not being purchased for subdivision
or fractionalization thereof, and Seller has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate,
pledge, donate or otherwise transfer (with or without consideration) to any such person or entity the Special Shares, and Seller has no present
plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

                             Seller understands and acknowledges that the Special Shares delivered pursuant to the terms of this Agreement
shall bear the following legend:

                   "The Shares represented by this certificate have not been registered under the Securities Act of 1933, as
                  amended (the "Act"), or any state securities laws and neither such Shares nor any interest therein may be
                  offered, sold, p ledged, assigned or otherwise transferred absent registration under the Act or the availability
                  of an exemption therefro m.‖

Further, Seller understands and acknowledges that an appropriate stop -transfer order shall be noted on the records of Purchaser’s transfer agent
with respect to the Special Shares issued pursuant to this Agreement, which stop-transfer order shall remain in effect with respect to the Special
Shares so long as the Special Shares are subject to the legending requirements set forth above.

                  Disclosure . No representation or warranty or other statement made by Seller in this Agreement or in any certificates
delivered in accordance with this Agreement or otherwise in connection with the transactions contemplated by this Agreement c ontains any
untrue statement or omits to stating material fact necessary to make any of them, in the light of the circu mstances in which it was made, not
misleading.



                                        REPRESENTATIONS AND WARRANTIES OF PURCHASER

                           Purchaser represents and warrants to Seller that, as of the date of this Agreement:

                  Organization and Qualificat ion . Purchaser (a) is a corporation duly organized, valid ly existing and in good standing under
the laws of the State of Nevada; and (b) has the requisite corporate power to carry on its business as now being conducted, to own or use the
properties and assets that it purports to own or use and to perform all o f its obligations under this Agreement.

                Corporate Authorization . The execution, delivery and perfo rmance by Purchaser of this Agreement and the transact ions
contemplated hereby are within the corporate powers of Purchaser and have been duly authorized by all necessary corporate act ion. This
Agreement constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.



                                                                         5
                   Consents and Approvals . The execution, delivery and performance by Purchaser of this Agreement and the consummation
of the transactions contemplated hereby require no action by or in respect of, or filing with, or notice to any governmental or regulatory body,
agency or official. Neither the execution, delivery and performance by Pu rchaser of this Agreement, nor the consummation by Purchaser of the
transactions contemplated hereby, will (with or without notice or lapse of time) (a) v iolate, conflict with, o r result in a b reach of, any provision
of the charters or bylaws of Purchaser or any resolution adopted by the board of directors or shareholders of Purchaser or any judgment, o rder,
writ, injunction, decree or award o f any court, govern mental or regulatory body applicable to Purchaser or (b) result in a de fault (or g ive rise to
any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, franchise, permit, lease, agreement or other instrument or obligation to which Pu rchaser is a party, or by which its properties may be
bound.

Special Shares . The Special Shares, as and when issued to Seller at Closing, will confer all of the rights and privileges set forth in the
Purchaser’s Articles of Incorporation and By-Laws attached hereto and the same shall be deemed to be fully paid-for, validly issued, and
non-assessable shares of the Purchaser’s capital stock with all rights granted to stockholders in accordance with the Nevada General
Corporation Law.

 Absence of Liab ilities . To the best knowledge of Purchaser, and except for those liab ilities listed on Exhi bit E attached to this Agreement or
as shown on Purchaser’s most recent Periodic Filing, there are no liabilit ies, debts, obligations, commit ments, liens, charges, claims, whether
accrued or contingent, to which the Purchaser is or may become liable or serve as the basis for the commencement of any action, suit or
proceeding against Purchaser. Purchaser is not subject to any order, judgment, writ, injunction or decree.

Stockholder List and Corporate Actions . To the best knowledge of Purchaser, the Stockholder and Securities List shown on Exhi bi t F
attached to this Agreement is accurate and co mp lete and there are no outstanding warrants, rights or options or agreements, u nderstandings, or
commit ments for the issuance of any warrants, rights, or options wh ich could reasonably result in the issuance of the Purchaser’s capital stock
(whether preferred or co mmon) at any time on or after the Closing. Further, to the best knowledge of the Purchaser, there are no outstanding
convertible or exchangeable securities or agreements, understandings, or commit ments for the issuance of any convertible or e xchangeable
securities which could reasonably result in the issuance of the Purchaser’s capital stock (whether preferred or co mmon) at any time on or after
the Closing except as shown on Exhi bit F.



                                                                    COVENA NTS


                  Access . Fro m the date of this Agreement to the earlier of (a) the Closing Date or (b) the termination of this Agreement
pursuant to Article 8 below, Seller shall afford the officers, directors, employees, contractors, consultants, agents and other authorized
representatives of Purchaser (collectively ―Purchaser Agents‖) reasonable access at reasonable times to the Purchased Assets.

                 Public Announcements . Seller and Purchaser shall consult with each other before issuing any press release or otherwise
making any public statements with respect to this Agreement or the transactions contemplated hereby and shall not issue any s uch press release
or make any such public statement prior to obtaining the approval of the other party, except as may be required by law.



                                                                          6
                   Best Efforts . Each of Seller and Purchaser agrees to use its best efforts to fulfill the conditions set forth in Article 6 to the
other party’s obligation to close the transactions contemplated by this Agreement.

                                                            CONDITIONS TO CLOSING

                    Conditions to Obligation of Purchaser . The obligation of Purchaser to close the transactions contemplated hereby shall be
subject to the satisfaction or written waiver (by Purchaser), prio r to or at the Closing, of the fo llo wing conditions:

                            Representations and Covenants . The representations and warranties of Seller contained in this Agreement shall be
true and correct in all material respects on and as of the date of Closing with the same force and effect as though made on a nd as of the date of
Closing. Seller shall have performed and co mp lied in all material respects with all covenants and agreements required by this Agreement to be
performed or co mp lied with by it on or prior to the date of Closing; and

                   (b) Transfer of Purchased Assets to Purchaser . Seller shall transfer and deliver the Purchased Assets to the Purchaser on
or before Closing and in accordance with the written instructions of the Purchaser.

                   Conditions to Obligation of Seller . The obligation o f Seller to close the transactions contemplated hereby shall be subject to
the satisfaction or written waiver (by Seller), prior to or at the Closing, of the following conditions:

                            Representations and Covenants . The representations and warranties of Purchaser contained in this Agreement shall
be true and correct in all material respects on and as of the date of Closing with the same force and effect as though made o n and as of the date
of Closing. Purchaser shall have performed and co mplied in all material respects with all covenants and agreements required by this
Agreement to be performed or co mplied with by it on or prior to the date of Closing;

                             (b) Actions of Purchaser . Purchaser shall cause all actions to be taken as listed in Article III hereof.

                                                                   TERMINATION

                   Termination . Th is Agreement may be terminated at any time prior to the Closing:

                             By mutual written consent of Purchaser and Seller.

                            By Seller :

                                       if the Closing shall not have occurred on or before June 30 2008, other than as a result of a material breach
by Seller of its representations, warranties or other obligations hereunder; or

                                       if, p rior to the Closing Date, Purchaser fails to perform in any material respect any of its obligations under
this Agreement or Purchaser has breached any material representation or warranty, and such failure or breach has not been cur ed within five (5)
days after receipt of notice of such failure or breach fro m Seller.

                            By Purchaser :

                                     if the Closing shall not have occurred on or before August 10, 2009, other than as a result of a material
breach by Purchaser of its representations, warranties or other obligations hereunder; or



                                                                           7
                                        if, prior to the Closing Date, Seller fails to perform in any material respect any of its obligations under this
Agreement or Seller has breached any material representatio n or warranty, and such failure or breach has not been cured within five (5) days
after receipt of notice of such failure or breach fro m Purchaser.

                   Effect of Termination . In the event of termination of this Agreement by Purchaser or Seller as p rovided in Section 8.1, all
obligations of the parties under this Agreement shall terminate without liability of any party to any other party, except for a party’s liab ility for
breach of this Agreement.

                                                                INDEMNIFICATION




                   Indemnification .

                            By Seller . Seller shall indemn ify, defend and hold harmless Purchaser and its directors, officers, emp loyees and
shareholders, fro m, against and in respect of any and all claims, suits, actions, proceedings, damages, costs, liabilit ies, losses, judgments,
penalties, fines, expenses or other costs, including reasonable attorneys ’ fees, (each a ―Loss‖ and collectively, ―Losses‖) arising fro m o r
relating to: (i) the breach of any of Seller ’s representations, warranties or covenants set forth in this Agreemen t; (ii) any product shipped or
manufactured by, o r services provided by, the Business prior to the date of Closing; and (iii) any claim against Purchaser by any person to
whom Purchaser is liable for any liab ilit ies arising fro m or connected to the operation of the Business prior to the Closing Dat e, other than the
Assumed Liabilities.

                             By Purchaser . Purchaser shall indemnify, defend and hold harmless Seller, fro m, against and in respect of any and
all Losses arising fro m or relating to: (i) the Assumed Liabilities; (ii) the breach of any of Purchaser’s representations, warranties or covenants
set forth in this Agreement; or (iii) any products shipped or manufactured by, or services provided by, the Business on or af ter the date o f
Closing.

                   Procedure for Claims by Third Parties .

                              Any party asserting a right of indemn ification provided for under this Agreement (the ―Indemn ified Party‖) in
respect of, arising out of or involving a claim or demand made by any unrelated person, fi rm, governmental authority or corporation against the
Indemnified Party (a ―Third Party Claim‖) shall notify the indemn ify ing party (the ―Indemnifying Party‖) in writing of the Third Party Claim
within ten (10) business days after such Indemnified Party becomes aware of such Third Party Claim. As part of such notice, the Indemnified
Party shall furnish the Indemnifying Party with copies of any pleadings, correspondence or other documents relating thereto t hat are in the
Indemnified Party’s possession. The Indemn ified Party’s failure to notify the Indemn ify ing Party of any such matter within the time frame
specified above shall not release the Indemnify ing Party, in whole or in part, fro m its obligations under this Article 8 exce pt to the extent that
the Indemnified Party’s ability to defend against such claim is actually prejudiced thereby. The Indemnifying Party agrees (and, at such time as
the Indemnifying Party acknowledges its liability under this Article 9 with respect to such Third Party Claim, the Indemn ifying Party shall have
the sole and exclusive right) to defend against, settle or co mpro mise such Third Party Claim at the expense of such Indemn ify ing Party;
provided that no compro mise or settlement of such claims may be effected by the Indemn ifyin g Party without the Indemn ified Party’s consent
unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have the right
(but not the obligation) to participate in the defense of such claim through counsel selected by it. If the Indemn ifying Party has not yet
acknowledged its liability under this Section 9.2 with respect to such Third Party Claim, then the Indemnify ing Party and the In demnified Party
shall cooperate in defending agains t such Third Party Claim, and neither party shall have the right, without the other’s consent, to settle or
compro mise any such Third Party Claim.



                                                                           8
                              If any party becomes obligated to indemnify another party with respect to any Third Party Claim and the amount of
liab ility with respect thereto shall have been finally determined, the Indemn ifying Party shall pay such amount to the Indemn ified Party in
immed iately available funds within ten (10) days follo wing written demand by the Indemn ified Party.

                           Procedure for Claims Between the Parties . In the event that either Seller or Purchaser desires to assert a claim for
indemn ification against the other under this Article 9, such party shall assert such claim in writing, stating the nature and basis of such
claim. The party making such claim shall, on request, provide all informat ion and documentation reasonably necessary to support and verify
any Losses which such person believes gives rise to a claim for indemnification and shall give the indemnifying party reasonable access to its
books, records and personnel for the purpose of investigating and verifying any such claim.

                   Survival. All representations, warranties, covenants and obligations in this Agreement shall survive the Closing and
consummation of the t ransactions contemplated by this Agreement for a period of two (2) years fro m the Closing. The rights to
indemn ification, reimburse ment or other remedy based upon such representations, warranties, covenants and obligations shall not be affected
by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such r epresentation
or warranty, or on the performance of or co mpliance with any covenant or obligation, and will not affect the right to indemn ification,
reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

                  Non-Exclusive Remedy . The indemn ification provisions in this Art icle 8 are in addition to any and all other remed ies of the
parties hereto available under applicable law with respect to the breach of any representation, warranty, covenant or agreemen t of the other
party hereto.

                                                            GENERA L PROVISIONS

                   Material Adverse Effect . For purposes of this Agreement, a ―Material Adverse Effect‖ shall mean: (1) with respect to the
Purchased Assets, a material adverse effect on the Pu rchased Assets, the operations or financial condition of the Business or on Seller’s ability
to consummate the transactions contemplated by this Agreement; and (2) with respect to the Purchaser, the financial condition of the Purchaser,
Purchaser’s ability to consummate the transactions contemplated by this Agreement; and the existence of any accrued or contingent liabi lities
not disclosed to the Seller in this Agreement.

                             Seller’s Knowledge . Where a representation or warranty is stated to be based on or to the knowledge of the Seller,
such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry , of Robert L. Timothy, Seller’s Managing
Director, as of the date of this Agreement.



                                                                        9
                           Purchaser’s Knowledge . Where a representation or warranty is stated to be based on or to the knowledge of
Purchaser, such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry, o f Joseph Sc arpello, Purchaser’s
Chief Executive Officer, as of the date of this Agreement.

                          Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

                              Severability . If any provision of this Agreement, or the application thereof to any person, place or circu mstance,
shall be held by a court of co mpetent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall b e enforced to the
extent that it is not illegal, invalid, unenforceable or vo id, and the remainder of this Agreement, as well as such provision as applied to other
persons, places or circu mstances, shall remain in full force and effect.

                  Waiver . W ith regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (a) no
waiver or extension of t ime shall be effect ive unless exp ressly contained in a writing signed by the waiving party, (b) no al terat ion,
modification or impairment shall be implied by reason of any previous waiver, extension of t ime, delay or o mission in exercise or other
indulgence, and (c) waiver by any party of the time for performance of any act or condition hereunder does not constitute a w aiver of the act or
condition itself.

                   Further Assurances . Fro m t ime to time after the Closing, each party hereto will execute and deliver to the other party such
instruments of sale, transfer, conveyance, assignment and delivery as may be reasonably requested by the other par ty in order to cause
Purchaser to be vested in all right, tit le and interest of Seller in and to the Pu rchased Assets and otherwise in order to ca rry out the purpose and
intent of this Agreement.

                              Notices . All notices, demands, or other co mmunicat ions to be given or delivered under o r by reason of the
provisions of this Agreement will be in writing and shall be deemed to have duly given or delivered (a) when delivered person ally, (b) mailed
by certified or reg istered mail, return receipt requested and p ostage prepaid, (c) sent by telephone facsimile transmission, or (d) sent via a
nationally recognized overnight courier to the recipient. Such notices, demands and other communications will be sent to the addresses listed
on the first page of this Agreement or to such other address as any party may specify by notice g iven to the other party in accordance with this
Section.

                              Govern ing Law . Th is Agreement shall be governed by and construed in accordance with the internal substantive
laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nev ada or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

                  Entire Agreement . Th is Agreement (including the attached exh ibits and schedules) constitutes the entire agreement among
the parties with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreement or und erstanding,
whether written or oral, among the parties or between any of them with respect to the subject matter of this Agreement. There are no
representations, warranties, covenants, promises or undertakings, other than those expressly set forth or referred to h erein.

                  Amend ment . This Agreement may be amended or modified only by a written agreement duly executed by Seller and
Purchaser.

                   Assignability . Neither this Agreement nor any o f the rights or obligations under this Agreement of any pa rty hereto may be
transferred, conveyed, alienated, assigned or delegated without the other party ’s prior written consent, which consent may be withheld in the
other party’s sole and absolute discretion.



                                                                          10
                   Binding Effect . Th is Agreement shall be binding upon and shall inure to the benefit of the parties and their respective
successors and, if applicable, permitted assigns.

                  Third-Party Beneficiaries . Each party intends that this Agreement shall not benefit or create any right or cause of action in
any person other than the parties or as specifically expressed in this Agreement.

                 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original but
when taken together shall constitute but one instrument.

                   Expenses; Brokerage Fee . Each party to th is Agreement shall bear all of its own expenses in connection with the execution,
delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of
its agents, representatives, counsel and accountants.


                                           [The remainder of page has been left intentionally b lank]
IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed on the date first written above.

                                                  PURCHAS ER:

                                                  SPORT ENDURANCE, INC., INC.

                                                  By: /s/ Joseph Scarpello

                                                  Name: Joseph Scarpello

                                                  Title: Ch ief Executive Officer


                                                  SELLER :

                                                  ROB ERT L. TIMOTHY

                                                     By: /s/ Robert L. Timothy

                                                     Name: Robert L. Timothy

                                                     Title:




                    [SIGNATURE PA GE TO ASSET PURCHASE A GREEM ENT]




                                                11
                                                        LIST OF ATTACHMENTS




EXHIBIT A - List of Purchased Assets

EXHIBIT B - List of Liab ilit ies of Seller Assumed by Purchaser At Closing

EXHIBIT C - Bill of Sale

EXHIBIT D - Action of the Board of Directors of Sport Endurance, Inc., Inc. (Authorizat ion and   Election of Robert L. Timothy and
Resignation of Officers/Directors)

EXHIBIT E - Listing of Purchaser’s Liabilities

EXHIBIT F - Stockholder and Security List




                                                                     12
                                                                  EXHIB IT A


                                                      LIST OF PURCHAS ED ASSETS




 The fo llo wing are the Purchased Assets acquired by the Purchaser fro m the Seller with a listing of the Seller’s Accounts Receivable as of the
date shown:




                                                                                                                                Approximate
Items                                                                                                                              value

1. 7 Executive/Office Desks                                                                                                 $          2,500.00
2. 3 Credenzas                                                                                                              $            350.00
3. 18 Office Chairs                                                                                                         $            900.00
4. 6 Filing Cabinets                                                                                                        $            450.00
5. 4 used HP Co mputer/Monitors                                                                                             $          2,100.00
6. 3 used HP Co mputer/Monitors                                                                                             $          2,100.00
6. 7 used printers                                                                                                          $          1,000.00
7. Office Phones                                                                                                            $            700.00
8. 5 Coolers                                                                                                                $          2,023.00
9. 3 Black Counter Top Stands                                                                                               $            319.00
10. 2 Barrel Refrigerators                                                                                                  $            586.00
11. Display Business                                                                                                        $          1,612.00
12. Fo rk lift                                                                                                              $          3,500.00
13. Electric Heat Shrink Tunnel                                                                                             $          4,000.00
Total:                                                                                                                      $         22,140.00




                                                                       13
                              EXHIB IT B


          LIST OF S ELLER LIAB ILITIES ASSUMED B Y PURCHAS ER




1. NONE




                                  14
                                                                  EXHIB IT C
                                                                 BILL OF SALE


This Agreement, dated August 20, 2009, is between Robert L. Timothy, Limited, An individual (―Seller‖), and Sport Endurance, Inc., a Nevada
corporation (collect ively ―Buyer‖).

           1. Assignment of Assets. Pursuant to the terms of the Asset Purchase Agreement dated August 20, 2009 (the ―Purchase Agreement‖),
Seller hereby sells, transfers, assigns and conveys to Buyer all of Seller’s right, title and interest in and to the Purchased Assets listed on
Exh ib it A attached thereto.
           2. Warranty as to Assets. Seller hereby warrants that it has good and marketable tit le to the Assets, free and clear of mo rtgages, liens,
reversions, restrictions, rights of purchase, encumbrances or other defects of title, and sales, use and ad valorem taxes oth er than arising fro m
the consummation of the transfer of the Assets (such taxes being the responsibility of Seller).

         3. Further Assurances. The parties hereto agree to execute and delivery such additional documents or other instruments or assurances
that may be necessary or desirable to vest, perfect or confirm, of record or otherwise, tit le to the Assets or Contracts in Buyer, or to obtain any
consents, orders or approvals to consummate the transactions contemplated hereby.
         4. M iscellaneous. This Bill of Sale is governed by and construed under the laws of the State of Nevada. The warranties and
representations given herein shall survive the delivery of this Bill of Sale


Executed this 20 th day of August 2009

B UYER:


SPORT ENDURANCE, INC., INC.,             a Nevada corporation




By: /s/ Joseph Scarpello
    Joseph Scarpello, Chief Executive Officer


SELLER:

ROBERT L. TIM OTHY LIM ITED, a individual



B Y: /s/ Robert L. Timothy
    Robert L. Timothy,




                                                                         15
                                                                  EXHIB IT D

                                                SPORT ENDURANCE, INC.
                                 ACTION OF THE BOARD OF DIRECTORS WITHOUT A MEET ING

                                                  B Y UNANIMOUS WRITTEN CONS ENT
                                                            August 20, 2009




        Joseph Scarpello, being the sole Director of Sport Endurance, Inc., a Nevada corporation, hereby takes the following actions pursuant
to Nevada Revised Statutes Section 78.315(2) effect ive this 20th day of August 2009:

Authorizati on for Asset Purchase Agreement
  RESOLVED: Th is Board of Directors hereby authorizes and instructs the Company ’s Ch ief Executive Officer, Joseph Scarpello, to execute
and deliver the Asset Purchase Agreement for the purchase of certain assets from Robert L. Timothy and submitt ed to this Board of Directors
and to execute and deliver such other certificates, documents, and to take all such other actions as may be required to effec tuate the purposes of
said Agreement.

Approval of Issuance of Common Stock to Robert L. Ti mothy Li mited
RESOLVED: This Board of Directors hereby approves the issuance of 34,320,000 shares of this Company ’s Co mmon Stock to Robert L.
Timothy in consideration of the Co mpany’s receipt of the Purchased Assets as set forth in the Asset Purchase Agreement with all said shares to
be issued with a restricted securities legend in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933 and
Section 25102(f) of the Californ ia Corporate Securities Law of 1968.

Resignation of Officers and Directors
  RESOLVED: Th is Board of Directors hereby accepts the resignation of the following persons as officers and directors of this Co mpany
effective upon the closing of the Asset Purchase Agreement:


                                                                Joseph Scarpello


Election of Robert L. Ti mothy

RESOLVED: Th is Board of Directors hereby elects Robert L. Timothy as the Co mpany ’s President and Chief Executive Officer and as
Chairman of this Board of Directors effective upon the closing of the Asset Purchase Agreement:
The above resolutions were duly adopted this 20th day of August 2009 by unanimous written consent.


Dated:    August 20, 2009


                                                          _______________________
                                                               Joseph Scarpello




                                                                        16
                                                             MEMORANDUM




DATE: August ___, 2009


TO: The Board of Directors
 Sport Endurance, Inc.


FROM : Joseph Scarpello


RE: Resignation




 Please allow this Memo randum to serve as my irrevocable resignation in every capacity and as an officer and director of Sport Endurance, Inc.
a Nevada corporation.




Signed:   /s/ Joseph Scarpello           Date: ______________________
            Joseph Scarpello




                                                                      17
                     EXHIB IT E
          Listing of Purchaser’s Li abilities

1. NONE




                          18
                                                                EXHIB IT F


                                                STOCKHOLDER AND S ECURITY LIS T



    Attached hereto is a current list of the stockholders of the Purchaser (as prepared by the Purchaser’s Common Stock Transfer A gent)
together with a current list of any other securities issued by the Purchaser not contain ed on the list.




                                                      Shares                                                                     Percent
                                                                               Shares                Shares Beneficially
                                                    Beneficially                                                               Beneficially
                     Name                                                       to be                   Owned afte
                                                   Owned prior to                                                              Owned after
                                                                               Offered                   r Offering
                                                     Offering                                                                   Offering
Alex Cormier                                                240,000                       240,000                          0                 0
Salim Breidy                                                225,500                       225,500                          0               0%
Raphael M iranda                                            225,500                       225,500                          0               0%
Marit za Cormalis                                           225,500                       225,500                          0               0%
Roland Perez                                                225,500                       225,500                          0               0%
Blanca Martinez                                             225,500                       225,500                          0               0%
Antoine Breidy                                              225,500                       225,500                          0               0%
World wide investment Ban king                              225,500                       225,500                          0               0%
 Alexis Inge                                                225,500                       225,500                          0               0%
Rily Inge                                                   155,000                       155,000                          0               0%
Hydro Seal                                                  225,500                       225,500                          0               0%
Susan Zavisa                                                240,000                       240,000                          0               0%
Lazardo Machado                                             225,500                       225,500                          0               0%
Joseph Scarpello                                            200,000                       200,000
Dan Wentz                                                    20,000                        20,000                          0               0%
Ismael Lassalle                                              20,000                        20,000                          0               0%
Scott Hata                                                   20,000                        20,000                          0               0%

                                                              20,000                       20,000
J.V. Egan Construction                                                                                                     0               0%

Scott Roelofs                                                 10,000                        10,000                         0               0%
Fred Gon zales                                                20,000                        20,000                         0               0%
SLC AIR, INC . (1)                                         5,000,000                     5,000,000
Calbridge Capital, LLC                                    21,000,000
Robert L. Timothy                                         34,320,000




                                                                       19
Exh ib it 23.1




                           CONS ENT OF INDEPENDENT REGIS TERED PUB LIC ACCOUNTING FIRM




Sport Endurance, Inc.


We hereby consent to the inclusion in this Registration Statement on Form S -1/A-2, o f our report dated September 11, 2009 of Sport
Endurance, Inc., relating to the financial statements as of August 31, 2009 and for the period fro m inception to August 31, 2 009, and to the
reference to our firm under the caption "Experts" in this Registration Statement.


/s/ M&K CPA S, PLLC

Houston, Texas
December 9, 2009