SRXH 10-K Fiscal year ended Aug. 31, 2016

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

		Page
PART I.
	Special Note Regarding Forward-Looking Statements	3
Item 1.	Business	4
Item 1A.	Risk Factors	4
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II.
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	15
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accountant Fees and Services	19
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	20
	SIGNATURES	21

	●	Our current deficiency in working capital;
	●	Increased competitive pressures from existing competitors and new entrants;
	●	Our ability to market our services to new subscribers;
	●	Inability to locate additional revenue sources and integrate new revenue sources into our organization;
	●	Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	●	Changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
	●	Consumer acceptance of price plans and bundled offering of our services;
	●	Loss of customers or sales weakness;
	●	Technological innovations;
	●	Inability to efficiently manage our operations;
	●	Inability to achieve future sales levels or other operating results;
	●	Inability of management to effectively implement our strategies and business plan
	●	Key management or other unanticipated personnel changes;
	●	The unavailability of funds for capital expenditures; and
	●	The other risks and uncertainties detailed in this report.

	COMMON STOCK MARKET PRICE
	HIGH				LOW
FISCAL YEAR ENDED AUGUST 31, 2016:
First Quarter		$	0.65			$	0.25
Second Quarter		$	1.00			$	0.025
Third Quarter		$	1.99			$	0.55
Fourth Quarter		$	2.00			$	1.82

	COMMON STOCK MARKET PRICE
	HIGH				LOW
FISCAL YEAR ENDED AUGUST 31, 2015:
First Quarter		$	0.95			$	0.035
Second Quarter		$	0.95			$	0.95
Third Quarter		$	0.95			$	0.95
Fourth Quarter		$	0.95			$	0.035

		For the Years Ended
		August 31,								Increase /
		2016				2015				(Decrease)
Net revenue		$	43			$	-			$	43
General and administrative			130,058				7,168				122,890
Professional fees			78,526				15,296				63,230
Intangible asset impairment loss			248,951				-				248,951
Depreciation			2,190				2,190				-
Net Operating (Loss)			(459,682	)			(24,654	)			(435,028	)
Total other income (expense)			(474,079	)			(25,015	)			(449,064	)
Net (Loss)		$	(933,761	)		$	(49,669	)		$	(884,092	)

		August 31,				August 31,
		2016				2015
Current Assets		$	16,640			$	0
Current Liabilities		$	590,963			$	59,865
Working Capital (Deficit)		$	(574,323	)		$	(59,865	)

	●	The implementation of our direct mail and online sales models will cost at least $200,000. We need to create, print, and distribute all of marketing material. We have allocated $30,000 toward the production and optimization of marketing materials which include direct mail pieces, online landing pages, and content blogs..  The Company has already allocated funds and intends to allocate additional funds as soon as they are available.
	●	Software and hardware updates to maintain service and maintain the Company office will cost the Company at least $1,000 per month. Various marketing tools and customer management infrastructure will cost the company at least $13,000 per month.  As a direct sales company, data analytics and proper customer management 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 as they become available.
	●	Program administration and working capital expenses until such time as there are sufficient sales to cash-flow operations will cost the company at least $80,000 per quarter. This is the necessary working capital to fund operations until such time as revenues exceed expenses. This will cover marketing expenses, office rent, audit fees, legal and all other management expenses such as those from industry consultants and advisors.  The Company intends to pay its lease payments on a timely basis and pay audit fees and legal and all other management fees as they become due.

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

Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of August 31, 2016 and August 31, 2015	F-2
Statements of Operations for the years ended August 31, 2016 and August 31, 2015	F-3
Statement of Stockholders’ Equity (Deficit) for the years ended August 31, 2016 and 2015	F-4
Statements of Cash Flows for the years ended August 31, 2016 and August 31, 2015	F-5
Notes to the Financial Statements	F-6

		August 31,				August 31,
		2016				2015
ASSETS
Current assets
Cash and cash equivalents		$	10,197			$	-
Accounts receivable			45				-
Inventory			6,398				-
Total current assets			16,640				-
Equipment, net of accumulated depreciation			-				2,190
Total Assets			16,640				2,190
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities			68,746				21,322
Derivative liability			254,952				-
Convertible notes - related party			-				38,543
Convertible notes, net of unamortized debt discounts of $172,735 and $0			267,265				-
Total current liabilities			590,963				59,865
Commitments and contingencies			-				-
Stockholders’ equity (deficit)
Preferred stock, $0.001 par value, 20,000,000 shares authorized, 1,000  shares issued and outstanding as of August  31, 2016 and 2015			1				1
Common stock, $0.001 par value, 580,000,000 shares authorized, 77,775,303 and 37,581,903 shares issued and outstanding as of August 31, 2016 and 2015			77,775				37,582
Additional paid-in capital			718,487				336,195
Subscription receivable			(5,372	)			-
Accumulated deficit			(1,365,214	)			(431,453	)
Total stockholders’ equity (deficit)			(574,323	)			(57,675	)
Total liabilities and stockholders’ equity (deficit)			16,640			$	2,190

		For the				For the
		Year Ended				Year Ended
		August 31,				August 31,
		2016				2015
Revenue		$	48			$	-
Cost of goods sold			5				-
Net revenue			43				-
Operating expenses:
General and administrative			130,058				7,168
Professional fees			78,526				15,296
Intangible asset impairment loss			248,951				-
Depreciation			2,190				2,190
Total operating expenses			459,725				24,654
Net Operating Loss			(459,682	)			(24,654	)
Other income (expense):
Interest expense			(411,968	)			(25,015	)
Change in fair value of derivative liability			(62,111	)			-
Total other expense			(474,079	)			(25,015	)
Loss before provision for income taxes			(933,761	)			(49,669	)
Provision for income taxes			-				-
Net loss		$	(933,761	)		$	(49,669	)
Net loss per share - basic		$	(0.01	)		$	(0.00	)
Net loss per share - diluted		$	(0.01	)		$	(0.00	)
Weighted average shares outstanding - basic			70,463,282				37,581,903
Weighted average shares outstanding - diluted			70,463,282				37,581,903

		For the				For the
		Year Ended				Year Ended
		August 31,				August 31,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(933,761	)		$	(49,669	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			2,190				2,190
Intangible asset impairment loss			248,951				-
Commitment fee share expense			128,241				-
Change in fair value of derivative liability			62,111				-
Amortization of discount on convertible debt			268,965				22,876
Imputed interest			670				2,139
Changes in assets and liabilities:
Accounts receivable			(45	)			-
Inventory			(5,349	)			-
Accounts payable and accrued liabilities			47,424				(411	)
Net cash used in operating activities			(180,603	)			(22,875	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire assets			(250,000	)			-
Net cash used in investing activities			(250,000	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			14,500				-
Proceeds from notes payable - related party			12,626				-
Repayments of notes payable - related party			(12,626	)			-
Proceeds from convertible debt - related party			1,700				22,875
Proceeds from convertible debt			424,600				-
Net cash provided by financing activities			440,800				22,875
Net increase in cash and cash equivalents			10,197				-
Cash and cash equivalents at beginning of period			-				-
Cash and cash equivalents at end of period		$	10,197			$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for conversion of notes payable - related party		$	40,243			$	-
Common stock issued as discount on convertible notes			231,760				-
Discount on beneficial conversion feature			1,700				22,875
Discount due to derivative			192,841				-
Stock issued for subscription receivable			5,372				-

Computer equipment	5 years
Furniture and fixtures	7 years

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

		August 31, 2016				August 31, 2015
Computer equipment		$	10,000			$	10,000
Furniture and fixtures			15,340				15,340
Property and equipment			25,340				25,340
Less accumulated depreciation			(25,340	)			(23,150	)
Property and equipment, net		$	-			$	2,190

		August 31, 2016				August 31, 2015
Trade accounts payable			28,371				21,322
Payroll and related			26,903				-
Accrued interest			13,472				-
			68,746				21,322

	Derivative
	Liability
Liabilities Measured at Fair Value
Balance as of August 31, 2015		$	-
Issuances			192,841
Revaluation loss			62,111
Balance as of August 31, 2016		$	254,952

		May 11,			August 31,
Assumption		2016			2016
Expected dividends:			0	%			0	%
Expected volatility:			261.4	%			244.4	%
Expected term (years):		0.50 years			0.20 years
Risk free interest rate:			0.36	%			0.26	%
Stock price		$	1.80			$	1.89

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

August 31, 2015

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

$

-

$

-

$

-

$

-

		August 31,				August 31,
		2016				2015
Federal and State Statutory Rate			35.00	%			35.00	%
Net operating loss carry forwards		$	202,349			$	124,427
Valuation allowance for deferred tax assets			(202,349	)			(124,427	)
Net deferred tax assets		$	-			$	-

1.

As of August 31, 2016, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees and consultants its accounting policies and procedures.  This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.

As of August 31, 2016, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Accordingly, management has determined that this control deficiency constitutes a material weakness.

Name		Age		Position		Director Since
David Lelong		40		President and CEO		2016

Summary Compensation Table
Name and																All
Principal		Fiscal						Stock				Option				Other				Total
Position		Year		Salary				Awards				Awards				Compensation				Compensation
David Lelong,		2016			$	56,000			$	-0-			$	-0-			$	-0-			$	56,000
President and CEO (1) (2)		2015			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-
Gerald Ricks,		2016			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-
Former President and CEO  (2)		2015			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-
Vincent Kelly,		2016			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-
Former CFO		2015			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-

Name and Address of Beneficial Holder		Shares of Common Stock				Percentage of Common Stock
David Lelong, 222 Broadway, 19 th Floor New York, NY 10038			40,531,600				52.114	%
Michael S. Morrow, 4791 S Kings Row Dr. Apt 23 Salt Lake City, Utah 84117			14,500,000				18.643	%
Python Marketing PTY LTD Level 1, 1 Burelli St., Wollongong, NSW 2500 Australia			12,771,500				16.421	%
All executive officers and directors as a group.			40,531,600				52.114	%

		August 31,				August 31,
		2016				2015
Audit fees:
M&K CPAS, PLLC		$	17,250			$	7,250
Audit-related fees:
M&K CPAS, PLLC			—				—
Tax fees:			—				—
All other fees:			—				—
Total fees paid or accrued to our principal accountant		$	17,250			$	7,250

				Incorporated by reference
Exhibit		Exhibit Description	Filed herewith	Form	Exhibit	Filing date
3.1		Articles of Incorporation		S-1	3.1	02/19/10
3.2		Bylaws		8-K	3.2	04/29/16
3.3		Certificate of Designation		S-1	3.2	02/19/10
4.1		Form of Senior Secured Convertible Promissory Note		8-K	4.1	05/13/16
10.1		Form of Securities Purchase Agreement		8-K	10.1	05/13/16
10.2		Form of Security Agreement		8-K	10.2	05/13/16
10.3		Asset Purchase and Sale Agreement		8-K	10.3	07/15/16
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act	X
101.INS		XBRL Instance Document	X
101.SCH		XBRL Taxonomy Extension Schema Document	X
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB		XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document	X

	SPORT ENDURANCE, INC.
	By:	/s/ David Lelong
		David Lelong Chief Executive Officer Date: December 5, 2016

Name		Position		Date
/s/ David Lelong		President, Chief Executive Officer, Director		December 5, 2016
David Lelong		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

21