SEC FILE NUMBER 333-208866

As Filed with the Securities and Exchange Commission on January 28, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


SAUER ENERGY, INC. Nevada

(Exact Name of Issuer as specified in its charter) (State or Other Jurisdiction of Incorporation

or Organization)

3511


26-3261559

(Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.)


1620 Emerson Avenue, Oxnard, CA, 93033 888-829-8748 (Address and telephone number of principal executive offices)


1620 Emerson Avenue, Oxnard, CA, 93033

(Address of principal place of business or intended principal place of business)


Frank J. Hariton, Esq., 1065 Dobbs Ferry Road, White Plains, New York 10607, (914) 674- 4373

(Name, address and telephone number of agent for service)


Approximate Date of Proposed Sale to the Public: From time to time after the date this registration statement becomes effective. 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 box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 424, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[x]

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per share (2)

Proposed maximum aggregate offering price (1)

Amount of registration fee (3)

Common Stock,

$.0001 par value per share

38,000,000

$0.022

$836,000

$84.19*

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


SUBJECT TO COMPLETION, DATED JANUARY 28, 2016 PRELIMINARY PROSPECTUS

SAUER ENERGY, INC.

38,000,000 Shares of Common Stock

This prospectus relates to the offer and resale of up to 38,000,000 shares of our common stock, par value $0.0001 per share, by the selling stockholder, Beaufort Capital Partners, LLC ("Beaufort"), and represent shares that Beaufort has agreed to purchase if put to it by us pursuant

to the terms of the Equity Purchase Agreement (the EPA) we entered into with Beaufort on

December 21, 2015. Subject to the terms and conditions of the EPA, we have the right to "put," or sell, up to $3,000,000 worth of shares of our common stock to Beaufort. This arrangement is sometimes referred to as an "EPA." For more information on the selling stockholder, please see the section of this prospectus entitled "Selling Security Holder" beginning on page 42. We will not receive any proceeds from the resale of these shares of common stock offered by Beaufort. We will, however, receive proceeds from the sale of shares directly to Beaufort pursuant to the EPA. When we put an amount of shares to Beaufort, the per share purchase price that Beaufort will pay to us in respect of such put will be determined in accordance with a formula set forth in the Equity Purchase Agreement. There will be no underwriter's discounts or commissions so we will receive all of the proceeds of our sale to Beaufort. The purchase price to be paid by Beaufort will be equal to 72% multiplied by the lowest closing price of our common stock for the ten

trading days prior to the notice from us (the Market Price). We will be entitled to put to

Beaufort on each put 250% of the average of the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by Beaufort shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by Beaufort, would exceed 4.99% of the number of shares of our common stock outstanding. Beaufort may sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices.

Beaufort is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in connection with the resale of our common stock under the EPA. For more information, please see the section of this prospectus titled "Plan of Distribution" beginning on page 43. Our common stock became eligible for trading on the OTC Bulletin Board on August 13, 2009. Our common stock is quoted on the OTCQB under the symbol "SENY". The closing price of our stock on December 30, 2015, was $0.02. You should understand the risks associated with investing in our common stock. Before making an investment, read the "Risk Factors," which begin on page 5 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is January 28, 2016.


Page

PROSPECTUS SUMMARY

5

RISK FACTORS

6

SHARES ELIGIBLE FOR FUTURE SALE

14

USE OF PROCEEDS

16

DETERMINATION OF OFFERING PRICE

16

BUSINESS

18

MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS

33

TRADING MARKET

33

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

35

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

38

EXECUTIVE COMPENSATION

40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

43

SELLING SECURITY HOLDER

43

RELATIONSHIP BETWEEN THE ISSUER AND THE SELLING SECURITY HOLDER

44

PLAN OF DISTRIBUTION

45

DESCRIPTION OF SECURITIES

45

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

46

EXPERTS

46

LEGAL MATTERS

47

WHERE YOU CAN FIND MORE INFORMATION

48

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2015

49

FINANACIAL STATEMENTS FOR QUARTER ENDED NOVEMBER 30, 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION INDEMNIFICATION OF DIRECTORS AND OFFICERS RECENT SALES OF UNREGISTERED SECURITIES EXHIBITS

UNDERTAKINGS SIGNATURES

II-86 II-86 II-87 II-87 II-71 II-89 II-90 II-92


You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

PROSPECTUS SUMMARY


This summary highlights information contained elsewhere in this prospectus; it does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus before making an investment decision. Throughout this prospectus, the terms, the "Company," "Sauer Energy," "we," "us," "our," and" our company" refer to Sauer Energy, Inc., a Nevada corporation.


Company Overview The Offering

Common stock 38,000,000 shares that may be offered by the selling stockholder.


Shares Outstanding:


Common stock 185,660,908 shares outstanding as of the date of this prospectus.


Total proceeds


We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by the selling shareholder. We will receive proceeds from our sale of shares to Beaufort. Beaufort has committed to purchase up to $3,000,000 worth of shares of our common stock over a period of time terminating on the earlier of: (i) 36 months from the effective date of

the Equity Purchase Agreement (the EPA); or (ii) the date on which Beaufort has purchased

shares of our common stock pursuant to the EPA for an aggregate maximum purchase price of

$3,000,000. The purchase price to be paid by Beaufort will be equal to 72% of the Market Price of the common stock as determined under the EPA. We will be entitled to put to Beaufort on each put date such number of shares of common stock as equals 250% of the average of

the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by Beaufort shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by Beaufort, would exceed 4.99% of the number of shares of our common stock outstanding.


Risk Factors


There are significant risks involved in investing in our company. For a discussion of risk factors, you should consider before buying our common stock, see "Risk Factors" beginning on page 6.


Company Overview

We (the Company) were incorporated on August 19, 2008, in the State of Nevada, under the name BCO Hydrocarbon, Ltd., for the purpose of acquiring, exploring, and if warranted and feasible, developing natural resource assets. The Company began its business operations by

executing a Farm-in Agreement providing the Company with the right to a 50.0% working interest in two Petroleum and Natural Gas Crown leases in Alberta, Canada. On July 25, 2010 the Company acquired all of the shares of Sauer Energy, Inc., a California corporation, and has since changed its business to that of Sauer Energy, Inc. On September 17, 2010 our majority shareholder and sole director approved a name change which was officially effected on October

15, 2010, when we became Sauer Energy, Inc.(SEI) a Nevada corporation. Our California

subsidiary has since been dissolved.


Our Business

Our business, described more fully under Business, is the design, research and development of vertical axis wind turbine (VAWT) electrical generation systems for residential and commercial use. We have not commenced production or realized revenues, but anticipate doing so with the receipt of the funds under the Equity Purchase Agreement. We have not generated any revenue and have incurred losses of $846,100 in the fiscal year ended August 31, 2015; losses of $2,218,630 in the fiscal year ended August 31, 2014, and losses of $8,662,500 since our inception on August 7, 2008. We have continued to incur operating losses since the end of our August 31, 2015, fiscal year and incurred operating losses of $ 211,885 in the quarter ended November 30, 2015.


The opinion of our independent auditors for the fiscal years ended August 31, 2015, is qualified subject to substantial doubt as to our ability as a going concern. If we are in fact unable to continue as a going concern, you may lose your entire investment.


Our principal executive offices are located at 1620 Emerson Avenue, Oxnard, CA, 93033, and our telephone number is 888-829-8748.


RISK FACTORS


Investing in our common stock involves a high degree of risk, and you should be able to bear the complete loss of your investment. You should carefully consider the risks described below and the other information in this prospectus when evaluating our company and our business. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and investors could lose all or a part of the money paid to buy our common stock.


RISKS RELATED TO OUR BUSINESS


We have a history of losses.


We are in a pre-expansion stage, have never realized any revenue and have a history of losses. We have not generated any revenue and have incurred losses of $846,100 in the fiscal year ended August 31, 2015; losses of $2,200,000 in the fiscal year ended August 31, 2014; and losses of approximately $8,662,500 since our inception on August 7, 2008. If we continue incurring losses and fail to achieve profitability, we may have to cease our operations. Unless we bring our products to market and realize revenues from their sale, shareholders are likely to lose their entire investment.

We do not have sufficient cash on hand.


As at November 30, 2015, we had $65,812 cash on hand. These cash resources are not sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and sales, we will be unable to continue our operations. We estimate that within the next 12 months we will need $5,000,000 in cash from either investors or operations. While we intend to engage in several equity or debt financings, there is no assurance that these will actually occur. Nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are dilutive of their interests. You should recognize that if we are unable to generate sufficient revenues or obtain debt or equity financing, we will not be able to earn profits and may not be able to continue operations.


We may not be able to continue our business as a going concern.


The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $8,677,011 as of November 30, 2015, and has had no revenues.


In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to raise additional capital,

obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If these adjustments were required to be made, the value of our assets and your shares would be reduced. Management plans to raise additional capital through the sale of stock to pursue business development activities.


If we are not able to raise enough funds through the EPA or other sources, we may not be able to successfully develop and market our products and our business may fail.


The Company's cash on hand at November 30, 2015, was $65,812. We have generated no revenue from operations. We do not have any commitments for financing other than the EPA, and we will need additional financing to meet our obligations and to continue our business.

Although we plan to raise funds through the EPA, due to the conditions of the EPA we cannot guarantee that we will be able to raise money through the use of the EPA or that we will be able to utilize the full EPA.


As we raise additional capital, shareholders' percentage ownership interest will likely be reduced.


The raising of additional financing would, in all likelihood, result in dilution or reduction in the value of our securities. If we issue additional stock in accordance with the EPA (up to 38,000,000 shares), common shareholders' ownership interest will be reduced. We have recently

raised money from the sale of convertible notes that contain a conversion feature with a discount to market. Such a discount will have a dilutive effect on our current shareholders as well.


If we are unable to continue to retain the services of Dieter Sauer, Jr. or if we are unable to successfully recruit qualified managerial and company personnel having experience in the small wind turbine industry, we may not be able to continue operations.


Our success depends to a significant extent upon the continued services of Dieter Sauer, Jr. our CEO and President. The loss of the services of Mr. Sauer could have a material adverse effect on our growth, revenues, and prospective business. Mr. Sauer will enter into an employment agreement with us requiring him to devote substantially all of his time to us but, to date, has not

done so. We do not have a key personlife insurance policy on Mr. Sauer. Additionally, there

are a limited number of qualified technical personnel with significant experience in the design, development, manufacture, and sale of our wind turbines, and we may face challenges hiring and retaining these types of employees.


In order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial and company personnel having experience in the small wind turbine business. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.


We have no independent audit committee nor do we have an audit committee financial expert at this time.


Our full board of directors functions as our audit committee. This may hinder our board of directors' effectiveness in fulfilling the functions of the audit committee. Currently, we have no independent audit committee nor do we have an audit committee financial expert at this time. Our full board of directors functions as our audit committee and is comprised of four directors, two of whom are not considered to be "independent" in accordance with the requirements of Rule 10A-3 under the Exchange Act. An independent audit committee plays a crucial role in the corporate governance process, assessing our company's processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being independent from management in its judgments and decisions and its ability to pursue the committee's responsibilities without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised. In addition, the director on our board of directors is not considered to be a "financial expert" in that he does not have the education or experience of being a chief financial officer.


If we are unable to successfully achieve broad market acceptance of our systems, we may not be able to generate enough revenues in the future to achieve or sustain profitability.


We are dependent on the successful commercialization of our systems. The market for small wind turbines is at an early stage of development. The market for our systems is unproven. The

technology may not gain adequate commercial acceptance or success for our business plan to succeed.


If we cannot establish and maintain relationships with distributors, we may not be able to increase revenues.


In order to increase our revenues and successfully commercialize our systems, we must establish and maintain relationships with various third party distributors. We currently do not have any signed distribution agreements.


If we cannot assemble a large number of our systems, we may not meet anticipated market demand or we may not meet our product commercialization schedule.


To be successful, we will have to assemble our systems in large quantities at acceptable costs while preserving high product quality and reliability. If we cannot maintain high product quality on a large scale, our business will be adversely affected. We may encounter difficulties in scaling up production of our systems, including problems with the supply of key components.

Even if we are successful in developing our assembly capability, we do not know whether we will do so in time to meet our product commercialization schedule or satisfy the requirements of our customers. In addition, product enhancements need to be implemented to various components of the platform to provide better overall quality and uptime in high wind

regimes. The implementation of the enhancements to our system may also delay significant production by requiring additional manufacturing changes and technical support to facilitate the manufacturing process.


If we experience quality control problems or supplier shortages from component suppliers, our revenues and profit margins may suffer.


We do not plan to manufacture our wind turbine systems ourselves, but plan to outsource this part of our business. Our dependence on third-party suppliers for components of our turbine systems involves several risks, including limited control over pricing, availability of materials, quality and delivery schedules. Any quality control problems or interruptions in supply with respect to one or more components or increases in component costs could materially adversely affect our customer relationships, revenues and profit margins.


Technological advances could render our VAWT products uncompetitive.


While management believes that our current and proposed designs are sufficiently advanced to be commercially successful, we cannot assure you that any competitor will not design a superior product with which we cannot compete or that other energy production sources may not in the future prove superior to wind power generation. Those events could substantially harm our operations.


Any future international expansion will subject us to risks associated with international operations that could increase our costs and decrease our profit margins.

International operations are subject to several inherent risks that could increase our costs and decrease our profit margins including:



The selling security holder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling security holder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved. The selling security holder and any broker-dealers or agents that are involved in selling the shares of common stock are deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them is deemed to be underwriting commissions or discounts under the Securities Act. Because selling security holder is deemed to be an underwriter within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of common stock will be paid by the selling security holder and/or the purchasers. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling security holder. We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling security holder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Upon our company being notified in writing by the selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing: (i) the name of each such selling security holder and of the participating broker-dealer(s); (ii) the number of shares involved; (iii) the price at which such the shares of common stock were sold; (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and (vi) other facts material to the transaction.


Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling security holders or any other person. We will make copies of this prospectus available to the selling security holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

DESCRIPTION OF SECURITIES

The Companys Certificate of Incorporation authorizes us to issue an aggregate of 650,000,000 shares of Common Stock. As of the date of this prospectus 185,660,908 shares of our Common Stock were issued and outstanding. All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefore. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. Holders of Common Stock do not have cumulative or preemptive rights.


Warrants or Convertible Securities


Under the private placements, the Company issued 600,000 units of securities for total cash proceeds of $150,000. One private placement of 200,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.50 and expired March 31, 2014. The other private placement of 400,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and two (2) common stock purchase warrants with an exercise price of $0.40 and expired July 31, 2015.


During the fiscal year ended August 31, 2014, the Company entered into four private placement agreements for total cash proceeds of $250,000. The private placements of 5,000,000 units consist of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.30 and expiring January 31, 2016. The Company also issued 1,000,000 warrants to an investor in consideration of a loan for

$50,000. These warrants had an exercise price of $0.18 that expired on March 20, 2015.


We also have a convertible note with a principal amount of $275,000 remaining as of August 31, 2015. Six additional conversions occurred: One for $25,000 on September 10, 2015, October 23, 2015, one for $26,000 on November 6, 2015, one for $24,000 on November 20, 2015, one for $25,000 on December 8, 2015, and one for $25,000 on December 23, 2015. The remaining balance as of January 25, 2016, is $100,000, which is convertible into our common stock at 60% of the market price of our stock subject to certain limitations. If the entire principal balance on the note were converted on January 25, 2016, it would convert into 9,009,009 shares. However, St. George is prohibited from affecting any conversion which would result in their owning more than 9.99% of our stock or converting more than $50,000 per calendar month.


Transfer Agent


The transfer agent for our common stock is Action Stock Transfer Corporation, 2469 East Fort Union Bl., Suite 214, Salt Lake City, UT 84121.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under Nevada Law and our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.


EXPERTS


The financial statements for the years ended August 31, 2015, included in this prospectus have been audited by Fruci & Associates II, PLLC (fka, MartinelliMick, PLLC), 218 North Bernard, 2nd Floor, Spokane, WA, 99201, to the extent and for the periods indicated in their report thereon. Such financial statements have been included in this prospectus and Registration Statement in reliance upon the report of Fruci & Associates II, PLLC, and upon the authority of such firm as experts in auditing and accounting.


LEGAL MATTERS


The validity of our common stock offered hereby will be passed upon for us by Frank J. Hariton, Esq., White Plains, New York. Mr. Hariton owns 690,000 shares of our common stock.


WHERE YOU CAN FIND MORE INFORMATION


We are subject to the informational requirements of the Exchange Act, and file annual and current reports, proxy statements and other information with the Commission. These reports, proxy statements and other information filed by Sauer Energy, Inc. can be read and copied at the Commission's Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. We will provide to the record holders of our securities a copy of our annual reports containing audited financial statements and such periodic and quarterly reports free of charge upon request. The Commission also maintains a website that contains reports, proxy statements, information statements and other information located at http://www.sec.gov. This prospectus does not contain all the information required to be in the registration statement (including the exhibits), which we have filed with the Commission under the Securities Act and to which reference is made in this prospectus.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheets of Sauer Energy, Inc. as of August 31, 2015 and 2014 and the related statements of operations, changes in stockholdersequity (deficit) and cash flows for

the year ended August 31, 2015. Sauer Energy, Inc.s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial 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 Sauer Energy, Inc. as of August 31, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet future

financing requirements. These factors raise substantial doubt about the Companys ability to continue as

a going concern. Managements plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


MartinelliMick PLLC Spokane, Washington November 30, 2015


SAUER ENERGY, INC.

Balance Sheets

August 31,

August 31,

2015

2014

ASSETS

Current Assets

Cash

$ 4,968

$ 459,363

Petty Cash

1,500

1,500


Prepaid Expenses

13,507

593

19,975

461,456

Property and Equipment, net

113,201

146,704

Other Assets

Intangible Assets

1,292,984

1,410,973

Security Deposit

14,507

14,000

1,307,491

1,424,973

Total Assets

$ 1,440,667

$ 2,033,133

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts Payable and accrued liabilities

$ 14,566

$ 21,516

Convertible Loan and Interest Payable

275,000

600,000

Derivative Liability on Convertible Loans

446,785

1,025,000

Total Current Liabilities

736,351

1,646,516

Commitments & Contingencies

-

-

Stockholders' Equity

Common Stock, $0.0001 par value; authorized

650,000,000 shares issued and outstanding

115,150,246 shares outstanding on August 31, 2014

148,173,100 shares outstanding on August 31, 2015

14,817

11,515

Additional Paid-In Capital

9,351,999

8,191,503

Accumulated deficit

(8,662,500)

(7,816,401)

Total Stockholders' Equity

704,316

386,617

Total Liabilities and Stockholders' Equity

$ 1,440,667

$ 2,033,133



The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

Statement of Operations

For the Year Ended

August 31,

August 31,

2015

2014

Revenue

$ -

$ -

General and Administrative Expenses:

Professional Fees

110,932

115,469

Consulting

266,606

140,364

Research & development expense

393,307

128,387

Other general and administrative expenses

498,380

384,058

1,269,225

768,278

Loss from operations

(1,269,225)

(768,278)

Other Income (expense)

Settlement expense

-

(1,101,685)

Interest and finance

(155,090)

325,989

Changes in derivative liability

578,215

(674,656)

423,125

(1,450,352)

(Loss) before taxes

(846,100)

(2,218,630)

Provision (credit) for taxes

-

-

Net (Loss)

$ (846,100)

$ (2,218,630)

Basic earnings (loss) per common share,

basic and diluted:

$ (0.01)

$ (0.02)

Weighted average number of common

shares outstanding, basic

123,653,300

102,456,356


The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

Statement of Stockholders' Equity

Total

Common Stoc

k

Additional

Shareholders'

Number of

Paid-In

Share

Accumulated

Equity

Shares

Amount

Capital

Subscriptions

Deficit

(Deficit)

Balances August 31, 2013 (Restated)

93,742,564

$ 9,374

$ 6,329,521

$ -

$ (5,597,770)

$ 741,124

Shares issued from note and interest conversion


3,415,933


342


253,314


253,656

Shares issued for cash per LOC

6,191,749

618

554,274

554,892

Outstanding warrant expense

18,094

18,094

Shares returned to Treasury pursuant to settlement with Eclipse Advisors, LLC


(700,000)


(70)


(196,805)


(196,875)


Shares issued for cash per settlement


2,000,000


200


299,800


300,000

Shares issued per mediation settlement with St. George Investments


5,000,000


500


649,500


650,000

Shares issued for services

500,000

50

24,950

25,000

Share subscriptions

5,000,000

500

249,500

250,000

Outstanding warrant expense

-

-

9,355

9,355

Miscellaneous adjustment

-

1

-

1

Development stage net profit

-

-

-

(2,218,630)

(2,218,630)

Balances August 31, 2014

115,150,246

$ 11,515

$ 8,191,503

$ -

$ (7,816,400)

$ 386,617

Shares issued for cash per LOC

-

Shares issued for cash per LOC

16,231,584

1,623

552,573

554,196

Shares issued for services

4,900,000

490

284,112

284,602


Shares issued for note conversions


11,891,270


1,189


323,811


325,000

-

Development stage net profit

(846,100)

(846,100)

Balances August 31, 2015

148,173,100

$ 14,817

$ 9,351,999

$ -

$ (8,662,500)

$ 704,315


The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

Statement of Cash Flows

For the Year Ended

August 31,

August 31,


2015


2014

Cash flows from operating activities:

Net (loss)

$ (846,100)

$ (2,218,630)

Adjustments to reconcile net loss to

net cash provided (used) by operating activities:

Amortization

117,989

73,962

Depreciation

62,622

30,169

Change in derivative liability

(578,215)

674,650

Issuance of stock for services or claims

284,600

25,000

Adjustment of Warrants

-

27,449

Terms of Mediation Settlement

-

778,125

Changes in operating assets and liabilities:

Other Assets

(13,421)

(593)

Accounts payable and accrued expenses

(6,947)

16,249

Net cash flows used by operating activities

(979,472)

(593,619)

Cash flows from investing activities:

Purchase of furniture and equipment

(29,119)

(114,091)

Purchase of intangible assets

-

(59,704)

Net cash used by investing

activities

(29,119)

(173,795)

Cash flows from financing activities:

Proceeds from loans

-

204,200

Repayment on loans

-

-

Proceeds from shareholders' loan

-

-

Payment on shareholders' loan

-

-

Proceeds from issuance of common stock, net of costs

554,196

754,899

Subscriptions received

-

250,000

Net cash provided

by financing activities

554,196

1,209,099

Net increase (decrease) in cash

(454,395)

441,685

Cash, beginning of the period

459,363

17,678

Cash, end of the period

$ 4,968

$ 459,363

Supplemental cash flow disclosure:

Interest paid

$ -

$ 27,667

Taxes paid

$ -

$ -

The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2015


NOTE 1


ORGANIZATION AND NATURE OF OPERATIONS


Organization


Sauer Energy, Inc. was incorporated in California on August 7, 2008. The Company was incorporated to develop and market wind power electric generators.


Current Business of the Company


On July 25, 2010, the Company executed a plan of reorganization with BCO Hydrocarbon Ltd., a Nevada exploration stage enterprise, in which Sauer Energy Inc. became a subsidiary of BCO. BCO changed its name to Sauer Energy, Inc.

The Company leases warehouse/office facilities in Camarillo, California, in which the Company develops wind power technology. A production prototype of a vertical axis wind turbine (VAWT) has been

developed. Its compact size is aimed at the small business and home market. The company is focused on plans to manufacture and distribute the product. In May, 2012, the acquisition of the entire assets of a wind turbine company added two more wind turbine models to the Company, together with patents and a distribution network. During 2014 and 2015, the Company continued to develop its technology.


NOTE 2


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


These financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted August 31 as the fiscal year- end.


Cash and Cash Equivalents


The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC

    1. vides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820- 10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:


      • Level 1: Quoted prices in active markets for identical assets or liabilities.


      • Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.


      • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        The carrying amounts of the Companys financial instruments as of August 31, 2015, reflect:


      • Cash: Level 1 Measurement based on bank reporting. Level 2 Loans from Officers and related parties

        Level 2 Based on promissory notes.


        Federal income taxes

        The Company utilizes FASB ACS 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation

        allowance is recorded when, in the opinion of management, it is more likely-than-notthat a deferred tax

        asset will not be realized. The Company generated a deferred tax credit through net operating loss carry- forward. A valuation allowance of 100% has been established.

        Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.


        Research and development costs

        The Company expenses costs of research and development cost as incurred. The costs for the fiscal years ended August 31, 2015, and August 31, 2014, were $393,307 and $128,387 respectively.


        Advertising and marketing expenses

        Costs for advertising and marketing for the fiscal years ended August 31, 2015 and 2014 were $25,945 and $9,387 respectively.


        Stock-based Compensation


        The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

        ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Companys stock price as well as assumptions

        regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the term of the awards, and actual and projected employee

        stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.


        All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.


        Basic and Diluted Earnings (Loss) Per Share


        Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company has potentially dilutive securities outstanding consisting of warrants to purchase common stock, (see Note 13) and the conversion of convertible loans (see Note 8). However their exercise would be anti-dilutive, since the Company is in a loss position, and they are not counted in the calculation of loss per share.


        Recent Accounting Pronouncements


        Management has considered all recent accounting pronouncements. The following pronouncement was deemed applicable to our financial statements.

        The FASB has issued ASU No. 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to

        the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the

        Companys financial position and results of operations.


        FASB ASU 2015-03: Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability, to be presented consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. This will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company does not anticipate significant impact upon its financial statements at this time and will continue to evaluation the potential for such impact.

        The Company is reviewing this standard and its effect upon our disclosures in the financial statements. The Company does not expect that the adoption of the standard will have a material effect upon the Companys financial statements.


        A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Companys management has not determined

        whether implementation of such standards would be material to its financial statements.


        The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.

        • Update 2015-16Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments

        • Update 2015-15InterestImputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit

          ArrangementsAmendments to SEC Paragraphs Pursuant to Staff Announcement at June 18,

          2015 EITF Meeting (SEC Update)

        • Update 2015-14Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date

        • Update 2015-11Inventory (Topic 330): Simplifying the Measurement of Inventory

        • Update 2015-08Business Combinations (Topic 805): Pushdown AccountingAmendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115 (SEC Update)

        • Update No. 2015-02Consolidation (Topic 810): Amendments to the Consolidation

Analysis.


Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders

equity as previously reported.

Note 3 Going Concern

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $8,662,500 as of

August 31, 2015, has had no revenues, which raises substantial doubt as to the Companys ability to

continue as a going concern.


In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to raise additional capital, obtain financing and to succeed in its

future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise additional capital through the sale of stock to pursue business development activities.


Note 4 Property and Equipment


Property and Equipment consisted of the following at August 31, 2015 and August 31, 2014:


2015

2014

Computers and equipment

$97,365

$243,880

Truck & Trailers


$9,400


9,400


Less accumulated depreciation


$(169,199)


$(106,576)


Property and equipment, net


$113,201

$ 146,704


The Company depreciates its property and equipment using accelerated methods over lives of five or seven years.


Note 5 Asset Purchase


On May 11, 2012, the Company entered into an Asset Purchase Agreement with St. George Investments LLC, an Illinois limited liability company, to acquire certain assets in foreclosure for 6,000,000 common shares. The assets were formerly owned by Helix Wind, Inc., a Nevada corporation in the same business as the Company. The assets and agreed prices were:


Tangible Assets

Equipment

$ 23,000

Supplies

$ 1,000

Inventory

$ 1,000

$ 25,000

Intangible Assets

Goodwill

$ 5,000

Intellectual Property (10 patents, 2 trademarks, network

systems, wind turbine monitoring system, URL)

$1,467,500

Restrictive Covenant

$ 2,500

$1,475,000


Note 6 Intangible Property


The Company has acquired intangible property in patents, patents pending and goodwill. The patents are being amortized over their expected lives of not more than seventeen years. The restrictive covenants were fully amortized as of August 31, 2013. Those patent costs allocated to pending patents do not begin amortizing until the underlying patent is issued. If for some reason a patent is not issued the costs associated with the acquisition and the continuation of the application are fully amortized in the year of the denial.


August 31,


Patents

image

2015 2014

$ $

109,092


109,092

Purchased Patents 1,467,500 1,467,500

image

Goodwill 5,000 5,000

Less Amortization (288,608) (170,619)

image

$ $

1,292,984


1,410,973


Note 7 Convertible Loans and Interest Payable


The Company entered into note agreements and subsequent modifications and settlements on convertible notes. These notes are convertible into the Companys common stock and are due usually within one

year. The notes were issued with original issuance discounts of twelve percent which was immediately convertible into common stock and if the note was not repaid in ninety days the zero percent interest rate was replaced with an immediate prepaid interest charge at ten percent with was subject to

conversion. The Conversion terms were both fixed and variable if the trading prices did not meet the fix conversion price. See the derivative discussion in Note 8 concerning these loans.



image

Convertible Loans and Accrued Interest:

August 31,

2015 2014


St. George

Investments

$ 275,000

$ 600,000

Note 8 Derivative Liabilities


The Company entered into certain convertible loan agreements during 2012 and 2013. These agreements contained terms that allowed for the conversion of the debt into common stock. The basic agreement was originally with $0.25 conversion prices unless the stock sold at less than $0.25. If the trades were at less than original term, the debt holders could elect to convert their debt at sixty percent of the lowest trading price in the 25 trading days prior to the conversion notice. Because of these terms, the debt conversion clause requires that the Company account for these note balances as derivatives valued at the fair market

value of the Companys common stock on the day of any financial reporting period. At August 31, 2015

and 2014, the fully convertible shares would be 18,044,619 and 12,500,000 common shares, respectively.



Derivative Liabilities on Convertible Loans:


August 31,

2015 2014

image

St. George Investments $ 446,785 $1,025,000


Note 9 Commitments and Contingencies


Rental Agreement:


On August 17, 2012, the Company leased a 10,410 square foot industrial condominiumin Camarillo, California, for three years for monthly lease payments of $7,000 per month. There are no common area costs. All company operations were concentrated at the site and this lease ended on August 31, 2015.


On August 7, 2015, the Company entered into a Commercial Single-Tenant Lease for a 26,550 square foot building in Oxnard, California, with monthly payments of $13,507 for sixty months, plus common area costs of $507.38 per month. All company operations will be concentrated at the site.

Lease Commitments following five fiscal years: Fiscal year ended

August 31,


Year

Lease

2016

168,173

2017

168,173

2018

168,173

2019

168,173

2020

168,173


Note 10 - Federal income tax


No provision was made for federal income tax, since the Company has had significant net operating losses. Net operating loss carryforwards may be used to reduce taxable income through the year 2034. The availability of the Companys net operating loss carryforwards are subject to limitation if there is a

50% or more positive change in the ownership of the Companys stock, unless the same or similar

business is carried on. The net operating loss carryforward for federal and state income tax purposes was approximately $8,660,000, which will expire in 2029 through 2034 if not utilized. The Company uses 35% for a composite tax rate to estimate the value of net operating losses for deferred taxes.


The Company as of August 31, 2015 and 2014 recognized net operating losses of approximately

$846,000 and $2,200,000, respectively. The total estimated deferred taxes as of August 31, 2015 are

$3,031,000. The net increases for the years ended August 31, 2014 and 2013 are approximately $296,000 and $770,000. The Company recorded a 100% valuation allowance for the deferred tax asset since it is more likely than not that some part or all of the deferred tax asset will not be realized.


Although Management believes that its estimates are reasonable, no assurance can be given that the final 1tax outcome of these matters will not be different than that which is reflected in our tax provisions.

Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.


No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.


For the year ended August 31, 2015, and 2014, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of

California. These filings are subject to a three-year statute of limitations. The Companys evaluation of

income tax positions included the years ended August 31, 2015, and 2014, could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

Note 11 Capital Stock


The Company went public on 7/25/ 2010. Its Common Stock is traded on the open market under the symbol OTCQB: SENY.


On December 1, 2011, the Company issued 24,000 units of securities to an investor at $0.25 per unit for

$6,000 cash pursuant to a private placement agreement. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of

$0.60 each, expiring July 31, 2014.


On July 31, 3012, the Company issued 808,000 units of securities at $0.25 per unit for $202,000 cash pursuant to a private placement agreement. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.50 each, expiring July 31, 2014.


On September 18, 2012, the Company issued 200,000 units of securities at $0.25 per unit for $50,000 cash pursuant to a private placement agreement. Each unit consisted on one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.50 each, expiring March 31, 2014.


On October 10, 2012, the Company entered into a private placement agreement that involved issuing 200,000 units of securities at $0.25 per unit for a total amount of $50,000. Each unit consisted of one (1)

share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant expiring March 31, 2014, with an exercise price of $0.50 each.


On June 4, 2013, the Company entered into a private placement agreement that involved issuing 400,000 units of securities at $0.25 per unit for $100,000 cash pursuant to a private placement agreement. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and two (2) common stock purchase warrants for a total of 800,000 warrants with an exercise price of $0.40 each, these expired July 31, 2015.


On September 16, 2013, the Company issued 110,375 shares of common stock for $10,000 at $0.0906 per share pursuant to a convertible note.


On October 1, 2013, the Company issued 200,000 shares of common stock for $13,600 at $0.06800 per share pursuant to a convertible note.


On October 9, 2013, the Company issued 500,000 shares of common stock for $28,000 at $0.0560 per share pursuant to a convertible note.


On October 16, 2013, the Company issued 555,720 shares of common stock for $74,915 at $0.16870 per share pursuant to an Equity Purchase Agreement to repay loan, interest and fees.


On November 6, 2013, the Company issued 250,000 shares of common stock for $26,355 at $0.1056 per share pursuant to an Equity Purchase Agreement.


On November 11, 2013, the Company issued 300,000 shares of common stock for $30,819 at $0.10288 per share pursuant to an Equity Purchase Agreement.


On November 14, 2013, the Company issued 300,000 shares of common stock for $20,160 at $0.0672 per share pursuant to a convertible note.


On November 18, 2013, the Company issued 300,000 shares of common stock for $32,091 at $0.1071 per share pursuant to an Equity Purchase Agreement.


On December 2, 2013, the Company issued 290,000 shares of common stock for $19,314 at $0.06660 per share pursuant to a convertible note.


On December 2, 2013, the Company issued 300,000 shares of common stock for $29,619 at $0.09888 per share pursuant to an Equity Purchase Agreement.


On December 9, 2013, the Company issued 300,000 shares of common stock for $28,707 at $0.09584 per share pursuant to an Equity Purchase Agreement.

On January 6, 2014, the Company issued 300,000 shares of common stock for $18,180 at $0.06060 per share pursuant to a convertible note.


On January 9, 2014, the Company issued 332,742 shares of common stock for $29,955 at $0.0902 per share pursuant to an Equity Purchase Agreement.


On January 21, 2014, the Company issued 349,097 shares of common stock for $29,955 at $0.0857 per share pursuant to an Equity Purchase Agreement.


On January 29, 2014, the Company issued 310,000 shares of common stock for $15,066 at $0.0486 per share pursuant to a convertible note.

On February 14, 2014, the Company issued 500,741 shares of common stock for $24,336 at $0.0486 per share pursuant to a convertible note.


On March 3, 2014, the Company issued 330,235 shares of common stock for $26,980 at $0.08176 per share pursuant to an Equity Purchase Agreement.


On March 28, 2014, the Company issued 577,741 shares of common stock for $49,980 at $0.0900 per share pursuant to an Equity Purchase Agreement.


On April 1, 2014, the Company issued 371,645 shares of common stock for $34,980 at $0.0942 per share pursuant to an Equity Purchase Agreement.


On April 9, 2014, the Company issued 400,000 shares of common stock for $37,996 at $0.0950 per share pursuant to an Equity Purchase Agreement.


On April 15, 2014, the Company issued 352,936 shares of common stock for $34,954 at $0.0992 per share pursuant to an Equity Purchase Agreement.


On April 24, 2014, the Company issued 320,000 shares of common stock for $32,277 at $0.1010 per share pursuant to an Equity Purchase Agreement.


On May 7, 2014, the Company issued 310,000 shares of common stock for $27,280 at $0.0880 per share pursuant to an Equity Purchase Agreement.


On May 23, 2014, the Company issued 310,000 shares of common stock for $25,567 at $0.0826 per share pursuant to an Equity Purchase Agreement.


On June 9, 2014, the Company issued 300,000 shares of common stock for $20,229 at $0.06758 per share pursuant to an Equity Purchase Agreement.


On June 23, 2014, the Company issued 323,950 shares of common stock for $19,956 at $0.06174 per share pursuant to an Equity Purchase Agreement.


On May 30, 2014, the Company issued 500,000 shares of common stock for $0.05 per share for consulting services of $25,000.


On July 7, 2014, the Company entered into a private placement agreement that involved issuing 5,000,000 units of securities at $0.05 per unit for a total amount of cash of $250,000. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrants for a total of 5,000,000 warrants with an exercise price of $0.30 each expiring January 31, 2016.


On January 7, 2015, the Company issued 698,324 shares of common stock for $30,000 at

$0.04296 per share pursuant to a convertible note.


On January 29, 2015, the Company issued 476,190 shares of common stock for $20,000 at

$0.042 per share pursuant to a convertible note.


On February 11, 2015, the Company issued 714,286 shares of common stock for $30,000 at

$0.042 per share pursuant to a convertible note.

On February 24, 2015, the Company issued 476,190 shares of common stock for $20,000 at

$0.042 per share pursuant to a convertible note.


On March 5, 2015, the Company authorized 636,132 shares of common stock at $0.0393 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On March 19, 2015, the Company authorized 694,444 shares of common stock at $0.036 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On April 13, 2015, the Company authorized 816,993 shares of common stock at $0.0306 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On April 28, 2015, the Company authorized 989,861 shares of common stock to be issued for

$35,635 at $0.03600 per share pursuant to an Equity Purchase Agreement.


On May 1, 2015, the Company authorized 4.4 million shares of common stock at $0.059 per share to be issued for services rendered.


On May 4, 2015, the Company authorized 868,056 shares of common stock at $0.228 to be issued in exchange for cancellation of $25,000 of the convertible loan.


On May 5, 2015, the Company authorized 1,704,282 shares of common stock to be issued for

$58,900 at $0.03456 per share pursuant to an Equity Purchase Agreement.


On May 18, 2015, the Company authorized 1,828,704 shares of common stock to be issued for

$59,250 at $0.03240 per share pursuant to an Equity Purchase Agreement.


On May 20, 2015, the Company authorized 905,797 shares of common stock at $0.0276 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On May 26, 2015, the Company entered into a consulting agreement wherein 500,000 shares were due and payable.


On June 5, 2015, the Company authorized 1,798,611 shares of common stock to be issued for

$54,390 at $0.03456 per share pursuant to an Equity Purchase Agreement.


On June 9, 2015, the Company authorized 500,000 shares of common stock at $0.05 per share to be issued pursuant to the consulting agreement of May 26, 2015.


On June 10, 2015, the Company authorized 922,063 shares of common stock at $0.0252 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On June 23, 2015, the Company authorized 2,009,646 shares of common stock to be issued for

$58,900 at $0.022392 per share pursuant to an Equity Purchase Agreement.


On July 1, 2015, the Company authorized 1,402,918 shares of common stock at $0.01782 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.

On July 6, 2015, the Company authorized 2,020,202 shares of common stock to be issued for

$40,000 at $0.01980 per share pursuant to an Equity Purchase Agreement.


On July 20, 2015, the Company authorized 3,102,500 shares of common stock to be issued for

$55,845 at $0.01800 per share pursuant to an Equity Purchase Agreement.


On July 23, 2015, the Company authorized 1,543,210 shares of common stock at $0.0270 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On July 28, 2015, the Company authorized 12,777,778 shares of common stock to be issued for

$50,000 at $0.01800 per share pursuant to an Equity Purchase Agreement.


On July 28, 2015, the Company authorized 12,777,778 shares of common stock to be issued for

$50,000 at $0.01800 per share pursuant to an Equity Purchase Agreement.


On August 7, 2015, the Company authorized 1,640,420 shares of common stock at $0.01524 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On August 7, 2015, the Company authorized 1,666,667 shares of common stock at $0.015 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


For the year ended August 31, 2014, the Company recognized two equity transactions in warrants which had a total Black-Scholes values of $27,449.


The Company has not recognized any equity transactions in warrants for the year ended August 31, 2015.

Note 12 Warrants


Under the private placements, the Company issued 600,000 units of securities for total cash proceeds of

$150,000. One private placement of 200,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of

$0.50 and expired March 31, 2014. The other private placement of 400,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and two (2) common stock purchase warrants with an exercise price of $0.40 and expired July 31, 2015.


During the fiscal year ended August 31, 2014, the Company entered into four private placement agreements for total cash proceeds of $250,000. The private placements of 5,000,000 units consist of one

(1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.30 and expiring January 31, 2016. The Company also issued 1,000,000 warrants to an investor in consideration of a loan for $50,000. These warrants had an exercise price of $0.18 that expired on March 20, 2015.


The following table is a summary of information about the warrants outstanding at August 31, 2015:


66

Shares Underlying Warrants Outstanding

image


image



Range of Exercise Price


Shares Underlying

\Warrants Outstanding

Weighted Average Remaining Contractual Life


Weighted Average

Exercise Price


$0.40

$0.18 - $0.30

800,000 Shares \ 800,000

Warrants 6,000,000 Shares \

6,000,000 Warrants


0 .73 years

1.27 years


$0.32

$0.28



The following table is a summary of activity of outstanding stock warrants for the years ended August 31, 2015:


Number of Warrants

Weighted Average Exercise Price

Balance, August 31, 2014

6,800,000

0.29

Warrants expired

(1,800,000)

0.59

Warrants cancelled

-

-

Warrants Granted

-

-

Warrants exercised

-

-

Balance, August 31,2015

5,000,000

0.30


NOTE 13 - Contingencies, Litigation


There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business.


On October 23, 2013, the Company filed a complaint against St George Investments, LLC (St. George") in Superior Court, Ventura County California seeking declaratory relief as to contracts relating to the

Companys May, 2012, purchase of the assets of Helix Wind from St. George for treasury stock then

valued in excess of $1.8 Million and a subsequent February, 2013, promissory note for $275,000 executed under the terms of an amendment to the May, 2012, asset purchase agreement. The Company alleged that the Helix Wind asset purchase price had been substantially paid and, in fact, may have been overpaid in

light of St. Georges failure to deliver all of the intellectual property of Helix Wind. St. George interpreted

the contracts and promissory note as entitling it to a windfall recovery above and beyond the asset purchase price and promissory note amount. On November 21, 2013, St George exercised its right as a non-California based entity to remove the action from the Ventura state court to the federal court sitting in Los Angeles, the United States District Court for the Central District of California. On November 26, 2013, St. George filed its answer and counterclaim seeking to enforce its interpretation of the contracts and to thereby collect approximately $440,000 above and beyond what is otherwise due, plus costs and attorney fees. On February 3, 2014, the parties participated in a mediation session at the Federal Court

and executed an agreement reflecting a settlement in principal (the Settlement) which becomes binding

only if the parties are unable to come to terms on more formal settlement agreements. The parties have since executed more formal settlement agreements which are included as an exhibit hereto. The basic terms of the Settlement required the issuance of an additional 5,000,000 shares of our common stock to St George under the Helix APA; required St. George to purchase additional shares of our common stock for

$300,000 ($0.15 per share) which is a price above the market price at the time of the Settlement; fixed the amount due on the note issued to St George in connection with the Helix APA at $600,000 and granted the Company certain prepayment rights. The Settlement provides for limitations on the amounts of our common stock that St. George may sell into the market.

NOTE 14 Subsequent Events

Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date, August 31st, 2015, through the filing of this Annual Report on Form 10-K on November 30, 2015, and determined that the following additional subsequent events have occurred:


On September 1, 2015, the Company authorized 651,042 shares of common stock to be issued for $15,000 at $0.02304 per share pursuant to an Equity Purchase Agreement.


On September 10, 2015, the Company authorized 1,640,420 shares of common stock at $0.01524 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On September 11, 2015, the Company authorized 902,778 shares of common stock to be issued for $19,500 at $0.021 per share pursuant to an Equity Purchase Agreement.


On September 18, 2015, the Company authorized 1,072,125 shares of common stock to be issued for $22,000 at $0.020 per share pursuant to an Equity Purchase Agreement.


On October 6, 2015, the Company authorized 868,056 shares of common stock to be issued for

$15,000 at $0.017 per share pursuant to an Equity Purchase Agreement.


On October 12, 2015, the Company authorized 1,012,731 shares of common stock to be issued for $17,500 at $0.01728 per share pursuant to an Equity Purchase Agreement.


On October 20, 2015, the Company authorized 1,851,852 shares of common stock to be issued for $28,000 at $0.015120 per share pursuant to an Equity Purchase Agreement.


On October 23, 2015, the Company authorized 1,984,127 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On October 27, 2015, the Company authorized 6,613,757 shares of common stock to be issued for

$100,000 at $0.015120 per share pursuant to an Equity Purchase Agreement.


On November 6, 2015, the Company authorized 2,063,492 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $26,000 of the convertible loan.


On November 20, 2015, the Company authorized 2,000,000 shares of common stock at $0.01200 per share to be issued in exchange for cancellation of $24,000 of the convertible loan.



SAUER ENERGY, INC.

Condensed Balance Sheet

November 30,

August 31,

2015

2015

(Unaudited)

ASSETS

Current Assets

Cash

$ 65,812

$ 4,968

Petty Cash

1,500

1,500

Prepaid Expenses

13,507

13,507

80,819

19,975

Property and Equipment, net

96,901

113,201

Other Assets

Intangible Assets

1,274,493

1,292,984

Security Deposit

16,502

14,507

1,290,995

1,307,491

Total Assets

$ 1,468,715

$ 1,440,667

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts Payable and accrued liabilities

$ -

$ 14,566

Convertible Loan and Interest Payable

175,000

275,000

Derivative Liability on Convertible Loans

145,680

446,785

Total Current Liabilities

320,680

736,351

Stockholders' Equity

Common Stock, $0.0001 par value; authorized

650,000,000 shares issued and outstanding

171,437,647 shares outstanding on November 30, 2015

148,173,100 shares outstanding on August 31, 2015

17,144

14,817

Additional Paid-In Capital

9,807,902

9,351,999

Accumulated deficit

(8,677,011)

(8,662,500)

Total Stockholders' Equity

1,148,035

704,316

Total Liabilities and Stockholders' Equity

$ 1,468,715

$ 1,440,667


The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

Statement of Operations

(Unaudited)

For the Three Months Ended

November 30,

November 30,

2015

2014

Revenue

$ -

$ -

General and Administrative Expenses:

Professional Fees

13,370

28,425

Consulting

33,310

43,814

Research & Development

45,174

39,614

Advertising and Marketing

33,178

4,433

Other General and Administrative Expenses

86,853

90,607

211,885

206,893

Loss from operations

(211,885)

(206,893)

Other Income (expense)

Interest and finance

(103,730)

-

Changes in derivative liability

301,104

250,000

197,374

250,000

Gain (Loss) before taxes

(14,511)

43,107

Provision (credit) for taxes

-

-

Net Gain (Loss)

$ (14,511)

$ 43,107

Earnings (loss) per common share, basic and diluted

$ (0.00)

$ 0.00

Weighted average number of common shares outstanding,

158,910,765

115,150,246


The accompanying notes are an integral part of these financial statements.


SAUER ENERGY, INC.

Statement of Cash Flows

(Unaudited)

For the Three Months

November

November

2015

2014

Cash flows from operating activities:

Net Gain (loss)

$ (14,511)

$ 43,107

Adjustments to reconcile net loss to

net cash provided (used) by operating activities:

Amortization

18,491

18,490

Depreciation

17,760

14,502

Change in derivative liability

(301,105)

(250,000)

Finance cost of stock issuance

103,730

-

Changes in operating assets and liabilities:

Other Assets

(1,995)

161

Accounts payable and accrued expenses

(14,566)

(9,597)

Net cash flows (used by) operating activities

(192,196)

(183,337)

Cash flows from investing activities:

Purchase of furniture and equipment

(1,460)

-

Net cash (used by) investing activities

(1,460)

-

Cash flows from financing activities:

Proceeds from issuance of common stock

254,500

-

Net cash provided by financing activities

254,500

-

Net increase (decrease) in cash

60,844

(183,337)

Cash, beginning of the period

4,968

460,863

Cash, end of the period

$ 65,812

$ 277,526

Supplemental cash flow disclosure:

Interest paid

$ -

$ -

Taxes paid

$ -

$ -


The accompanying notes are an integral part of these financial statements.

Sauer Energy, Inc.

Notes to the Financial Statements November 30, 2015


Note 1 - Organization and summary of significant accounting policies:


These unaudited interim financial statements as of and for the three months ended November 30, 2015 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Companys financial position and the results of its operations for the periods presented, in

accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.


These unaudited interim financial statements should be read in conjunction with the Companys financial statements and notes thereto included in the Companys fiscal year end August 31, 2015, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three-month period ended November 30, 2015 are not necessarily indicative of results for the entire year ending August 31, 2016.


Following is a summary of our organization and significant accounting policies:


Organization and nature of business Sauer Energy, Inc. (formerly: BCO Hydrocarbon Ltd.) (identified in these footnotes as weor the Company) was incorporated in the State of Nevada, United States of America on August 19, 2008. It was a natural resource exploration stage company and anticipated acquiring, exploring, and if warranted and feasible, developing natural resource assets. BCO had the right to acquire a 50% working interest in an oil and gas lease in Alberta, Canada.


Sauer Energy, Inc. (the Old Sauer) was incorporated in California on August 7, 2008. The Company is engaged in the design and manufacture of vertical axis wind turbine (VAWT) systems.


On July 25, 2010, the Company, the president and sole director Malcolm Albery (MA)

and Dieter Sauer, Jr. (DS) completed a closing (the Closing) under an Agreement and Plan of Reorganization, dated as of June 23, 2010 (the Agreement). The Agreement provided: (a) for the purchase by DS of all of the 39,812,500 shares of the Company owned by MA for $55,200;

(b) the contribution by DS of all of the shares of Old Sauer, a California corporation (SEI) to

the Company; (c) the assignment of certain patent rights related to wind turbine technology held by DS to the Company; and (d) the election of DS to the Companys board of directors. In

connection with the Closing, Mr. Sauer was elected President and CEO of the Company and two

former shareholders of the Company agreed to (i) indemnify the Company against any claims resulting from breaches of representations and warranties by the Company in the Agreement; (ii) to acquire and cause to be returned for cancellation an aggregate of 67,437,500 shares of the

Companys common Stock, including all of the shares owned by former officer and director

Daniel Brooks and; (3) assume all of the Companys obligations in connection with certain oil and gas leases in Canada.


The agreement was executed on July 25, 2010. Sauer Energy, Inc. became a wholly-owned subsidiary of the Company. On August 29, Malcolm Albery resigned as President and was replaced by Dieter Sauer. In the following month, the Company changed its name from BCO Hydrocarbon Ltd. to Sauer Energy, Inc.


The Companys fiscal year-end is August 31.


Basis of presentation Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to developing enterprises.


Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.


Fixed assets - Property, plant and equipment is valued at cost less accumulated depreciation and impairment losses. If the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item, they are accounted for and depreciated separately. Depreciation expense is recognized using the straight-line method for the vehicle and the double declining method for all remaining assets and is amortized over the estimated useful life of the related asset. The following useful lives are assumed:



5 years

Vehicle & Equipment



7 Years

Furniture & Fixtures


Fair Value of Financial Instruments - The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10, Fair Value Measurements and Disclosures" for

financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820- 10 defines

fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:



Share based payments and awards


The company has adopted the use of Statement of Financial Accounting Standards No. 123R, Share-Based Payment(SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation, or Topic 718), which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance and

eliminates the alternative to use Opinion 25s intrinsic value method of accounting that was

provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date, (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of Topic 718; however the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our

industry. For the risk-free interest rate, we use the Constant Maturity Treasury rate on 90 day

government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day average. At the time of grant, the share based-compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. For the three months ended November 30, 2015, and November 30, 2014, we recognized $0 in share based expense due to the issuance of common stock warrants.


Reclassifications


Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders

equity as previously reported.


Note 2 Going Concern


The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $8,677,011 of November 30, 2015, and has no revenues.


In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to raise additional capital,

obtain financing and to succeed in its future operations. No assurance can be given that additional financing will be available when needed or that such financing will be available on

terms acceptable to the Company. This would have a material adverse effect on the Company and raises substantial doubt about the Companys ability to continue as a going concern. The

financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise additional capital through the sale of stock to pursue business development activities.


Note 3 Property and Equipment


Property and Equipment consisted of the following at

November 30, 2015

August 31, 2015

Computer and equipment & truck

$ 283,860

$ 282,399

Less: Accumulated depreciation/amortization

(186,959)

(169,199)

Property and equipment, net

$ 96,901

$ 113,200


Note 4 Asset Purchase


On May 11, 2012, the Company entered into an Asset Purchase Agreement with St. George Investments LLC, an Illinois limited liability company, to acquire certain assets in foreclosure for 6,000,000 common shares. The assets were formerly owned by Helix Wind, Inc., a Nevada corporation in the same business as the Company. The assets and agreed prices were:


Asset Purchase

May 11, 2012

Tangible Assets

Equipment

$ 23,000

Supplies

1,000

Inventory

1,000

Total Tangible Assets

$ 25,000

Intangible Assets

Goodwill

$ 5,000

Intellectual Property (10 patents, 2 trademarks, network system, wind turbine monitoring system, URL


1,467,500

Restrictive Covenant

$ 2,500

Total intangible assets acquired

$ 1,475,000

Total Assets acquired

$ 1,500,000


Note 5 Intangible Property

The Company has acquired intangible property in patents, patents pending and goodwill. The patents are being amortized over their expected lives of not more than seventeen years. The restrictive covenants were fully amortized as of August 31, 2013. Those patent costs allocated to pending patents do not begin amortizing until the underlying patent is issued. If for some reason a patent is not issued the costs associated with the acquisition and the continuation of the

application are fully amortized in the year of the denial. The balances as of November 30, 2015, and August 31, 2015, are as follows:


November 30, 2015

August 31,2015

Patents

$ 109,092

$ 109,092

Purchased Patents

1,467,500

1,467,500

Goodwill

5,000

5,000

Less Amortization

(307,099)

(288,608)

$ 1,274,493

$ 1,292,984


Note 6 Convertible Loans and Interest Payable


The Company entered into note agreements and subsequent modifications and settlements on convertible notes. These notes are convertible into the Companys common stock and are due

usually within one year. The notes were issued with original issuance discounts of twelve percent which as immediately convertible into common stock and if the note was not repaid in ninety days the zero percent interest rate was replaced with an immediate prepaid interest charge at ten percent with was subject to conversion. The Conversion terms were both fixed and variable if the trading prices did not meet the fix conversion price. See the derivative discussion in Note 7 concerning these loans.


November 30,

2015


August 31,2015

Convertible Loans and Accrued Interest:

St. George Investments

$ 175,000

$ 275,000


Note 7 Derivative Liabilities


The Company entered into certain convertible loan agreements during 2012 and 2013. These agreements contained terms that allowed for the conversion of the debt into common stock. The basic agreement was originally with $0.25 conversion prices unless the stock sold at less than

$0.25. If the trades were at less than original term, the debt holders could elect to convert their debt at sixty percent of the lowest trading price in the 25 trading days prior to the conversion notice. Because of these terms, the debt conversion clause requires that the Company account

for these note balances as derivatives valued at the fair market value of the Companys common

stock on the day of any financial reporting period. At November 30, 2015, and November 30, 2014, the fully convertible shares would be 15,270,506 and 12,500,000 common shares, respectively.


November 30,

2015


August 31,2015

Derivative Liabilities on Convertible Loans:

St. George Investments

$ 145,680

$ 446,785


Note 8 Commitments and Contingencies


Rental Agreement:


On August 17, 2012, the Company leased a 10,410 square foot industrial condominiumin Camarillo, California, for three years for monthly lease payments of $7,000 per month. There are no common area costs. All company operations were concentrated at the site and this lease ended on August 31, 2015.


On August 7, 2015, the Company entered into a Commercial Single-Tenant Lease for a 26,550 square foot building in Oxnard, California, with monthly payments of $13,507 for sixty months, plus common area costs of $507.38 per month. All company operations will be concentrated at the site.


Lease Commitments as of November 30, 2015:


image


August 31,


Year

Lease

2016

126,130

2017

168,173

2018

168,173

2019

168,173


Note 9Federal Income Taxes


No provision was made for federal income tax, since the Company has had significant net operating losses. Net operating loss carryforwards may be used to reduce taxable income through the year 2034. The availability of the Companys net operating loss carryforwards are subject to

limitation if there is a 50% or more positive change in the ownership of the Companys

stock, unless the same or similar business is carried on. The net operating loss carryforward for federal and state income tax purposes was approximately $8.7M, which will expire in 2029

through 2034 if not utilized. The Company uses 35% for a composite tax rate to estimate the value of net operating losses for deferred taxes.


The total estimated deferred taxes as of August 31, 2015 is $3,035,289. The Company recorded a 100% valuation allowance for the deferred tax asset since it is more likely than not that some part or all of the deferred tax asset will not be realized.


Although Management believes that its estimates are reasonable, no assurance can be given that the final 1tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.


No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards.


For the three months ended November 30, 2015, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and in the State of California. These filings are subject to a three year statute of limitations. The

Companys evaluation of income tax positions included the years ended August 31, 2015,

through 2013, and could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.


Note 10 Capital Stock


The Company went public on 7/25/ 2010. Its Common Stock is traded on the open market under the symbol OTCQB: SENY.


On June 4, 2013, the Company entered into a private placement agreement that involved issuing 400,000 units of securities at $0.25 per unit for $100,000 cash pursuant to a private placement agreement. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and two (2) common stock purchase warrants for a total of 800,000 warrants with an exercise price of $0.40 each, these expired July 31, 2015.


On July 7, 2014, the Company entered into a private placement agreement that involved issuing 5,000,000 units of securities at $0.05 per unit for a total amount of cash of $250,000. Each unit consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrants for a total of 5,000,000 warrants with an exercise price of $0.30 each expiring January 31, 2016.


On January 7, 2015, the Company issued 698,324 shares of common stock for $30,000 at

$0.04296 per share pursuant to a convertible note.

On January 29, 2015, the Company issued 476,190 shares of common stock for $20,000 at

$0.042 per share pursuant to a convertible note.


On February 11, 2015, the Company issued 714,286 shares of common stock for $30,000 at

$0.042 per share pursuant to a convertible note.


On February 24, 2015, the Company issued 476,190 shares of common stock for $20,000 at

$0.042 per share pursuant to a convertible note.


On March 5, 2015, the Company authorized 636,132 shares of common stock at $0.0393 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On March 19, 2015, the Company authorized 694,444 shares of common stock at $0.036 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On April 13, 2015, the Company authorized 816,993 shares of common stock at $0.0306 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On April 28, 2015, the Company authorized 989,861 shares of common stock to be issued for

$35,635 at $0.03600 per share pursuant to an Equity Purchase Agreement.


On May 1, 2015, the Company authorized 4.4 million shares of common stock at $0.059 per share to be issued for services rendered.


On May 4, 2015, the Company authorized 868,056 shares of common stock at $0.228 to be issued in exchange for cancellation of $25,000 of the convertible loan.


On May 5, 2015, the Company authorized 1,704,282 shares of common stock to be issued for

$58,900 at $0.03456 per share pursuant to an Equity Purchase Agreement.


On May 18, 2015, the Company authorized 1,828,704 shares of common stock to be issued for

$59,250 at $0.03240 per share pursuant to an Equity Purchase Agreement.


On May 20, 2015, the Company authorized 905,797 shares of common stock at $0.0276 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On May 26, 2015, the Company entered into a consulting agreement wherein 500,000 shares were due and payable.


On June 5, 2015, the Company authorized 1,798,611 shares of common stock to be issued for

$54,390 at $0.03456 per share pursuant to an Equity Purchase Agreement.


On June 9, 2015, the Company authorized 500,000 shares of common stock at $0.05 per share to be issued pursuant to the consulting agreement of May 26, 2015.

On June 10, 2015, the Company authorized 922,063 shares of common stock at $0.0252 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On June 23, 2015, the Company authorized 2,009,646 shares of common stock to be issued for

$58,900 at $0.022392 per share pursuant to an Equity Purchase Agreement.


On July 1, 2015, the Company authorized 1,402,918 shares of common stock at $0.01782 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On July 6, 2015, the Company authorized 2,020,202 shares of common stock to be issued for

$40,000 at $0.01980 per share pursuant to an Equity Purchase Agreement.


On July 20, 2015, the Company authorized 3,102,500 shares of common stock to be issued for

$55,845 at $0.01800 per share pursuant to an Equity Purchase Agreement.


On July 23, 2015, the Company authorized 1,543,210 shares of common stock at $0.0270 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On July 28, 2015, the Company authorized 12,777,778 shares of common stock to be issued for

$50,000 at $0.01800 per share pursuant to an Equity Purchase Agreement.


On August 7, 2015, the Company authorized 1,640,420 shares of common stock at $0.01524 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On August 7, 2015, the Company authorized 1,666,667 shares of common stock at $0.015 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On September 1, 2015, the Company authorized 651,042 shares of common stock to be issued for $15,000 at $0.02304 per share pursuant to an Equity Purchase Agreement.


On September 10, 2015, the Company authorized 1,640,420 shares of common stock at $0.01524 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On September 11, 2015, the Company authorized 902,778 shares of common stock to be issued for $19,500 at $0.021 per share pursuant to an Equity Purchase Agreement.


On September 18, 2015, the Company authorized 1,072,125 shares of common stock to be issued for $22,000 at $0.020 per share pursuant to an Equity Purchase Agreement.


On October 6, 2015, the Company authorized 868,056 shares of common stock to be issued for

$15,000 at $0.017 per share pursuant to an Equity Purchase Agreement.


On October 12, 2015, the Company authorized 1,012,731 shares of common stock to be issued for $17,500 at $0.01728 per share pursuant to an Equity Purchase Agreement.

On October 20, 2015, the Company authorized 1,851,852 shares of common stock to be issued for $28,000 at $0.015120 per share pursuant to an Equity Purchase Agreement.


On October 23, 2015, the Company authorized 1,984,127 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On October 27, 2015, the Company authorized 6,613,757 shares of common stock to be issued for $100,000 at $0.015120 per share pursuant to an Equity Purchase Agreement.


On November 6, 2015, the Company authorized 2,063,492 shares of common stock at $0.01260 per share to be issued in exchange for cancellation of $26,000 of the convertible loan.


On November 20, 2015, the Company authorized 2,000,000 shares of common stock at $0.01200 per share to be issued in exchange for cancellation of $24,000 of the convertible loan.


Note 11 Warrants


Under the private placements, the Company issued 600,000 units of securities for total cash proceeds of $150,000. One private placement of 200,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.50 and expired March 31, 2014. The other private placement of 400,000 units of securities consisted of one (1) share of common stock, par value $0.0001 per share and two (2) common stock purchase warrants with an exercise price of $0.40 and expired July 31, 2015.


During the fiscal year ended August 31, 2014, the Company entered into four private placement agreements for total cash proceeds of $250,000. The private placements of 5,000,000 units consist of one (1) share of common stock, par value $0.0001 per share and one (1) common stock purchase warrant with an exercise price of $0.30 and expiring January 31, 2016.


The following table is a summary of information about the warrants outstanding at November 30, 2015:


Shares Underlying Warrants Outstanding


Range of Exercise Price


Shares Underlying

\Warrants Outstanding


Weighted Average Remaining Contractual Life


Weighted Average

Exercise Price


$0.30


5,000,000 Shares \

5,000,000 Warrants


.18 years


$0.30

The following table is a summary of activity of outstanding stock warrants for the years ended August 31, 2015:



Number of Warrants

Weighted Average Exercise Price

Balance, August 31,

2015


5,000,000


0.30

Warrants expired

-

-

Warrants cancelled

-

-

Warrants Granted

-

-

Warrants exercised

-

-

Balance, November 30,2015


5,000,000


0.30


NOTE 12 - Contingencies, Litigation


There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business.


St. George Investment Settlement:


On October 23, 2013, the Company filed a complaint against St George Investments, LLC (St. George") in Superior Court, Ventura County California seeking declaratory relief as to contracts

relating to the Companys May, 2012 purchase of the assets of Helix Wind from St. George for

treasury stock then valued in excess of $1.8 Million and a subsequent February 2013 promissory note for $275,000 executed under the terms of an amendment to the May, 2012 asset purchase agreement. The Company alleged that the Helix Wind asset purchase price had been

substantially paid and, in fact, may have been overpaid in light of St. Georges failure to deliver

all of the intellectual property of Helix Wind.

On February 3, 2014, the parties participated in a mediation session at the Federal Court and executed an agreement reflecting a settlement in principal (the Settlement) which becomes

binding only if the parties are unable to come to terms on more formal settlement agreements. The parties have since executed more formal settlement agreements which are included as an exhibit hereto. The basic terms of the Settlement required the issuance of an

additional 5,000,000 shares of our common stock to St George under the Helix APA; required St. George to purchase additional shares of our common stock for $300,000 ($0.15 per share) which is a price above the market price at the time of the Settlement; fixed the amount due on the note issued to St George in connection with the Helix APA at $600,000 and granted the Company certain prepayment rights. The Settlement provides for limitations on the amounts of our common stock that St. George may sell into the market.

As of November 30, 2015, the Company still owed St. George $175,000. See Note 6, 7 and 14.


NOTE 14 Subsequent Events


Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date, November 30th, 2015, through the filing of this Quarterly Report on Form 10- Q on January 18, 2015 and determined that only the following additional subsequent event has occurred:


Conversion of Settlement Debt


On December 7, 2015, the Company authorized 3,086,420 shares of common stock at $0.01146 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On December 22, 2015, the Company authorized 2,181,501 shares of common stock at $0.01146 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


On January 13, 2016, the Company authorized 3,205,128 shares of common stock at $0.0078 per share to be issued in exchange for cancellation of $25,000 of the convertible loan.


As of January 18, 2016, the balance of the convertible note is $100,000.


Equity Purchase Agreement


On December 7, 2015, the Company authorized 2,545,084 shares of common stock to be issued for $35,000 at $0.013752 per share pursuant to an Equity Purchase Agreement.


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions, discounts or other expenses relating to the sale of the shares by the selling security holders) will be as set forth below. We will pay all of the expenses with respect to the distribution, and such amounts, with the exception of the Securities and Exchange Commission registration fee, are estimates.


SEC registration fee

$187.00


Accounting fees and expenses

$5,000.00


Legal fees and expenses

$0.00 *

Printing and related expenses

$1,000.00


Transfer agent fees and expenses

$1,000.00


Miscellaneous

$883.00


Total

$8,000.00

* Mr. Haritons fees of $5,000 have been paid by the selling shareholder.


ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS


The Certificate of Incorporation and the Bylaws of our Company provide that our Company will indemnify, to the fullest extent permitted by the Nevada Revised Statutes, each person who is or was a director, officer, employee or agent of our Company, or who serves or served any other enterprise or organization at the request of our Company. Pursuant to Nevada law, this

includes elimination of liability for monetary damages for breach of the directorsfiduciary duty

of care to our Company and its stockholders. These provisions do not eliminate the directorsduty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director

will continue to be subject to liability for breach of the directors duty of loyalty to our Company,

for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are

unlawful under Nevada law. The provision also does not affect a directors responsibilities under

any other laws, such as the federal securities laws or state or federal environmental laws.


We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises.

We do not maintain any policy of directorsand officersliability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment under any circumstances.


ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

There have been no private offerings in fiscal year 2015.


For Fiscal Year ended 2015, a total of 33,022,854 shares were issued.


The private placements were made in accordance with Regulation D under the Securities Act to investors who acknowledged that they were accredited investors and who agreed that an appropriate legend could be placed on their shares and, accordingly, were exempt from registration.


From January 1, 2015, until January 25, 2016, conversions were made in the amount of

$500,000 on a note that resulted in 28,052,358 shares being issued. The foregoing issuances were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof as transactions by an issuer not involving any public offering.


ITEM 16. EXHIBITS


Exhibit No. Description


    1. Articles of Incorporation. Incorporated by reference to the Exhibits attached to the Company's Form S-1filed with the SEC on October 30, 2008


    2. Bylaws. Incorporated by reference to the Exhibits attached to the Company's Form S-1 filed with the SEC on October 30, 2008


    3. Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on October 15, 2010 Incorporated by reference to the like numbered exhibit to the Companys Annual Report on Form 10-K for the year ended August 31, 2010.


4.1 Specimen Stock Certificate. Filed with S-1 dated March 17, 2015


5.1 Opinion of Frank J. Hariton. Filed herewith


    1. Farm-In Agreement dated August 29, 2008, between Unitech Energy Resources Inc. and BCOHydrocarbon Ltd. Incorporated by reference to the Exhibits attached to the Company's Form S-1 filed with the SEC on October 30, 2008


    2. Agreement and Plan of Reorganization, dated June 23, 2010, by and among the Registrant, Dieter R. Sauer, Jr., and Malcolm Albery. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 25, 2010.


    3. Lease, dated August 20, 2012, between Erik J. Eppink and Sauer Energy, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 12, 2012)


    4. Equity Purchase Agreement, dated as of February 27, 2015, by and between Beaufort Capital Partners, LLC and Sauer Energy, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on March 16, 2015).


    5. Registration Rights Agreement, dated as of February 27, 2015, by and between Beaufort Capital Partners, LLC and Sauer Energy, Inc. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on March 16, 2015).

    6. Lease, dated August 7, 2015, between Emmet J. Hawkes and Sally Hawkes and Sauer Energy Inc.(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 24, 2015)


    7. Equity Purchase Agreement, dated as of December 21, 2015, by and between Beaufort Capital Partners, LLC and Sauer Energy, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on December 23, 2015).


10.5 Registration Rights Agreement, dated as of December 21, 2015, by and between Beaufort Capital Partners, LLC and Sauer Energy, Inc. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on December 23, 2015).


22.1 Subsidiaries of the Registrant. None


    1. Consent of Fruci & Associates II, PLLC (fka, MartinelliMick, PLLC) Filed herewith


    2. Consent of Frank J. Hariton (included in exhibit 5.1)


ITEM 17. UNDERTAKINGS


A. Rule 415 Offering The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed on the registration statement or any material change to such information in the registration statement;


(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating 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 from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:


The undersigned registrant undertakes that in a primary offering of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a

seller and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. B. Request for Acceleration of Effective Date Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxnard, State of California on January 28, 2016.


Sauer Energy, Inc.

By: /s/ Dieter R. Sauer, Jr.

Dieter R. Sauer, Jr., President and CEO

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


Signature

Title

Date

/s/ Dieter R. Sauer, Jr.

CEO and President

1/28/2016

Dieter R. Sauer, Jr.

(Principal Executive Financial and Accounting Officer)

/s/ Jeff Massey

Director


1/28/2016

Jeff Massey

/s/ Zohreh Hashemi

Director

1/28/2016

Zohreh Hashemi


Frank J Hariton, Esq.

1065 Dobbs Ferry Road White Plains, New York 10607

Tel: (914) 674-4373

December 31, 2015



The Board of Directors Sauer Energy, Inc.

1620 Emerson Avenue

Oxnard, CA, 93033


Re: Registration Statement on Form S-1 SEC FILE NUMBER 333-


Gentlemen:


At your request, I have examined the Registration Statement on Form S-1 (the "Registration Statement") to which this letter is attached as Exhibit 5.1 filed by Sauer Energy, Inc., a Nevada corporation (the "Company"), that is intended to register under the Securities Act of 1933, as amended (the "Securities Act"), 38,000,000 shares of the Company's common stock (the "Shares").


I have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to authentic original documents of all copies submitted to me as conformed and certified or reproduced copies.


Based on the foregoing, I am of the opinion that under Nevada law that the Shares, when issued, will be validly issued, fully paid and non-assessable.


I consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of my name in the prospectus constituting a part thereof. I further confirm that I own 690,000 shares of Sauer Energy, Inc. common stock.


Very truly yours,


/s / /s/Frank J. Hariton Fran k J. Frank J. Hariton


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Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in this Registration Statement on Form S-1/A (333-2208866) of our audit report dated

November 30, 2015 with respect to the balance sheets of Sauer Energy, Inc. as of August 31, 2015 and August 31, 2014, and the related statements of operations, stockholders’ equity, and cash flows for the periods then ended. We also consent to the reference to us under the heading “Experts” in such Registration Statement.


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Fruci & Associates II, PLLC January 27, 2016