Sauer Energy S-1/A 8 Sep 16 2016 FY IPO registration (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	May 31, 2016	Jul. 12, 2016	Feb. 28, 2015
Document and Entity Information:
Entity Registrant Name	SAUER ENERGY, INC.
Document Type	S1
Document Period End Date	May 31, 2016
Trading Symbol	seny
Amendment Flag	true
Entity Central Index Key	1,446,152
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		273,433,644
Entity Public Float			$ 4,292,836
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Amendment Description	Amendment no 2

Statement of Financial Position

Statement of Financial Position - USD ($)	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Assets, Current
Cash and Cash Equivalents, at Carrying Value	$ 61,223	$ 4,968	$ 459,363
Prepaid Expense, Current			593
Other Assets, Current	1,500	15,007	1,500
Assets, Current	62,723	19,975	461,456
Assets, Noncurrent
Property, Plant and Equipment, Gross	61,718	113,201	146,704
Goodwill	5,000	5,000
Indefinite-Lived Intangible Assets (Excluding Goodwill)	1,237,531	1,292,984	1,410,973
Other Assets, Noncurrent	16,502	14,507	14,000
Assets, Noncurrent	1,315,751	1,420,692	1,571,677
Assets	1,378,474	1,440,667	2,033,133
Liabilities, Current
Accrued Liabilities, Current	19,840	14,566	21,516
Loans Payable, Current		275,000	600,000
Derivative Instruments and Hedges, Liabilities		446,785	1,025,000
Liabilities, Current	19,840	736,351	1,646,516
Liabilities, Noncurrent
Liabilities	19,840	736,351	1,646,516
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	26,881	14,817	11,515
Additional Paid in Capital, Common Stock	10,935,480	9,351,999	8,191,503
Retained Earnings (Accumulated Deficit)	(9,603,727)	(8,662,500)	(7,816,401)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,358,634	704,316	386,617
Liabilities and Equity	$ 1,378,474	$ 1,440,667	$ 2,033,133

Statement of Financial Positio3

Statement of Financial Position - Parenthetical - $ / shares	May 31, 2016	Aug. 31, 2015	Aug. 31, 2014
Balance Sheets
Common Stock, Par Value	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	650,000,000	650,000,000	650,000,000
Common Stock, Shares Issued	268,819,942	148,173,100	115,150,246
Common Stock, Shares Outstanding	268,819,942	148,173,100	115,150,246

Statement of Income

Statement of Income - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	May 31, 2016	May 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Operating Expenses
Professional Fees	$ 39,148	$ 46,060	$ 73,456	$ 94,832	$ 110,932	$ 115,469
Consulting	495,770	155,920	557,080	229,734	266,606	140,364
Research and Development Expense	57,337	161,579	154,313	295,274	393,307	128,387
General and Administrative Expense	123,616	106,198	364,870	321,038	498,380	384,058
Operating Expenses	715,871	469,757	1,149,719	940,878	1,269,225	768,278
Operating Income (Loss)	(715,871)	(469,757)	(1,149,719)	(940,878)	(1,269,225)	(768,278)
Interest and Debt Expense
Interest Expense	113,176	59,805	238,294	59,805	155,090	(325,989)
Derivative Loss On Derivative	(61,363)	72,917	(446,785)	(618,750)	(578,215)	674,656
Interest and Debt Expense	51,813	132,722	(208,491)	(558,945)	(423,125)	1,450,352
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(767,684)	(602,479)	(941,228)	(381,933)	(846,100)	(2,218,630)
IncomeTaxExpenseBenefitContinuingOperationsAbstract
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(767,684)	(602,479)	(941,228)	(381,933)	(846,100)	(2,218,630)
Net Income (Loss) Attributable to Parent	(767,684)	(602,479)	(941,228)	(381,933)	(846,100)	(2,218,630)
OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract
ComprehensiveIncomeNetOfTax	$ (767,684)	$ (602,479)	$ (941,228)	$ (381,933)	$ (846,100)	$ (2,218,630)
Earnings Per Share
Earnings Per Share, Basic	$ 0	$ 0	$ 0	$ 0	$ (0.01)	$ (0.02)
Weighted Average Number of Shares Outstanding, Basic	230,506,741	122,118,859	191,280,841	117,780,618	123,653,300	102,456,356
Earnings Per Share, Diluted	$ 0	$ 0	$ 0	$ 0	$ (0.01)	$ (0.02)
Weighted Average Number of Shares Outstanding, Diluted	230,506,741	122,118,859	191,280,841	117,780,618	123,653,300	102,456,356

Statement of Shareholders' Equi

Statement of Shareholders' Equity - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity at Aug. 31, 2013	$ 9,374	$ 6,329,521	$ (5,597,771)	$ 741,124
Shares, Outstanding at Aug. 31, 2013	93,742,564			93,742,564
Stock Issued During Period, Value, New Issues	$ 2,141	1,861,982
Stock Issued During Period, Shares, New Issues	21,407,682
Net Income (Loss)			(2,218,630)	$ (2,218,630)
Stockholders' Equity at Aug. 31, 2014	$ 11,515	8,191,503	(7,816,401)	$ 386,617
Shares, Outstanding at Aug. 31, 2014	115,150,246			115,150,246
Stock Issued During Period, Value, New Issues	$ 3,302	1,160,496		$ 1,163,798
Stock Issued During Period, Shares, New Issues	33,022,854			33,022,854
Net Income (Loss)			(846,100)	$ (846,100)
Stockholders' Equity, Other			1	1
Stockholders' Equity at Aug. 31, 2015	$ 14,817	$ 9,351,999	$ (8,662,500)	$ 704,316
Shares, Outstanding at Aug. 31, 2015	148,173,100			148,173,100

Statement of Cash Flows

Statement of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	May 31, 2016	May 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss)	$ (941,228)	$ (381,933)	$ (846,100)	$ (2,218,630)
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation	51,500	45,227	62,622	30,169
Amortization	54,936	55,472	117,989	73,962
Fair Value Change of Derivative Liability	(446,785)	(618,750)	(578,215)	674,650
Issuance of Stock and Warrants for Services or Claims	737,046	344,405	284,600	25,000
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	(544,531)	(555,579)	(959,104)	(609,275)
Increase (Decrease) in Operating Assets
Increase (Decrease) in Prepaid Expense and Other Assets	10,512	593	(13,421)	(593)
Increase (Decrease) in Other Operating Assets
Increase (Decrease) in Operating Assets	10,512	593	(13,421)	(593)
Increase (Decrease) in Operating Liabilities
Increase (Decrease) in Accounts Payable and Accrued Liabilities	5,274	(16,584)	(6,947)	16,249
Increase (Decrease) in Operating Capital	5,274	(16,584)	(6,947)	16,249
Net Cash Provided by (Used in) Operating Activities	(528,745)	(571,570)	(979,472)	(593,619)
Net Cash Provided by (Used in) Investing Activities
Payments to Acquire Property, Plant, and Equipment		(16,010)	(29,119)	(114,091)
Net Cash Provided by (Used in) Investing Activities		(16,010)
Net Cash Provided by (Used in) Financing Activities
Proceeds from (Repayments of) Notes Payable		(225,000)
Proceeds from Issuance of Common Stock	585,000	378,785	554,196	1,004,899
Net Cash Provided by (Used in) Financing Activities	585,000	153,785	554,196	1,209,099
Cash and Cash Equivalents, Period Increase (Decrease)	56,255	(433,795)	(454,395)	441,685
Cash and Cash Equivalents, at Carrying Value	4,968	459,363	459,363	17,678
Cash and Cash Equivalents, at Carrying Value	$ 61,223	$ 25,568	$ 4,968	$ 459,363

Organization, Consolidation and

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies	9 Months Ended
	May 31, 2016
Notes
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies	Note 1 - Organization and summary of significant accounting policies: These unaudited interim financial statements as of and for the three and nine months ended May 31, 2016 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s 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 Company’s financial statements and notes thereto included in the Company’s 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 nine-month period ended May 31, 2016, 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. (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 Company’s 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 Company’s common Stock, including all of the shares owned by former officer and director Daniel Brooks and; (3) assume all of the Company’s 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 Company’s fiscal year-end is August 31. Basis of presentation – Use of estimates - Cash and cash equivalents - Fixed assets - Vehicle & Equipment 5 years Furniture & Fixtures 7 Years Fair Value of Financial Instruments - - 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 Company’s financial instruments as of May 31, 2016, reflect: - Cash: Level One measurement based on bank reporting. - Loan receivable and loans from Officers and related parties: Level 2 based on promissory notes. - Derivative liability: Level two measurement based upon the relative fair market value of the Company’s free trading common stock. Federal income taxes “Income Taxes”, 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 - Advertising - Basic and Diluted Earnings (Loss) Per Share - Recent Accounting Pronouncements · Update 2016-12 · Update 2016-10 · Update 2016-09 · · Update 2016-07 · Update 2016-06 · Update 2016-03 · Update 2015-17 · Update 2015-16 —Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments · Update 2015-15 —Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update) 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 25’s 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 nine months ended May 31, 2016, and , 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.

Substantial Doubt about Going C

Substantial Doubt about Going Concern	9 Months Ended
	May 31, 2016
Notes
Substantial Doubt about Going Concern	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 $9,603,727 of May 31, 2016, 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 Company’s 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 Company’s 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.

Property, Plant and Equipment D

Property, Plant and Equipment Disclosure	9 Months Ended
	May 31, 2016
Notes
Property, Plant and Equipment Disclosure	Note 3 – Property and Equipment Property and Equipment consisted of the following at May 31, 2016 August 31, 2015 Computer and equipment & truck $ 282,416 $ 282,399 Less: Accumulated depreciation/amortization (220,698) (169,198) Property and equipment, net $ 61,718 $ 113,201

Cost-method Investments, Descri

Cost-method Investments, Description	9 Months Ended
	May 31, 2016
Notes
Cost-method Investments, Description	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 Acquired $ 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

Goodwill and Intangible Assets

Goodwill and Intangible Assets Disclosure	9 Months Ended
	May 31, 2016
Notes
Goodwill and Intangible Assets Disclosure	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 May 31, 2016, and August 31, 2015, are as follows: May 31, 2016 August 31,2015 Patents $ 109,092 $ 109,092 Purchased Patents 1,467,500 1,467,500 Goodwill 5,000 5,000 Less Amortization (344,060) (288,608) Intangibles Net $ 1,237,532 $ 1,292,984

Debt Disclosure

Debt Disclosure	9 Months Ended
	May 31, 2016
Notes
Debt Disclosure	Note 6 – Notes and 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 Company’s common stock and are due usually within one year. The notes were issued with original issuance discounts of twelve percent which were 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. On January 26, 2016, the Company executed a $50,000 note with a third party bearing interest at 10% due April 26, 2016. The Note requires the Company to make prepayments equal to 25% of its equity line puts. As at May 31, 2016, there were no notes outstanding. May 31, 2016 August 31,2015 Convertible Loans and Accrued Interest: St. George Investments $ -0- $ 275,000

Related Party Transactions Disc

Related Party Transactions Disclosure	9 Months Ended
	May 31, 2016
Notes
Related Party Transactions Disclosure	Note 7 – Related Party Share Issuances During the quarter ending May 31, 2016, 10M shares of common stock were issued to Dieter Sauer and 13M shares of common stock were issued to Ana Sauer.

Option Indexed to Issuer's Equi

Option Indexed to Issuer's Equity, Description	9 Months Ended
	May 31, 2016
Notes
Option Indexed to Issuer's Equity, Description	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 Company’s common stock on the day of any financial reporting period. At May 31, 2016, and May 31, 2015, the fully convertible shares would be $-0- and 15,625,000 common shares, respectively. May 31, 2016 August 31,2015 Derivative Liabilities on Convertible Loans: St. George Investments derivative liability $ -0- $ 446,785

Commitments and Contingencies D

Commitments and Contingencies Disclosure	9 Months Ended
	May 31, 2016
Notes
Commitments and Contingencies Disclosure	Note 9 – Commitments and Contingencies Rental Agreement: On August 17, 2012, the Company leased a 10,410 square foot “industrial condominium” in 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 May 31, 2016: August 31, Year Lease 2016 $ 42,043 2017 168,173 2018 168,173 2019 168,173

Income Tax Disclosure

Income Tax Disclosure	9 Months Ended
	May 31, 2016
Notes
Income Tax Disclosure	Note 10 – Federal 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 Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s 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 tax 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 nine months ended May 31, 2016, 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 Company’s 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.

Stockholders' Equity Note Discl

Stockholders' Equity Note Disclosure	9 Months Ended
	May 31, 2016
Notes
Stockholders' Equity Note Disclosure	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 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. During the quarter ending February 28, 2015, the Company issued 2,364,990 shares of common stock for $100,000 pursuant to a convertible note. During the quarter ending May 31, 2015, the Company issued 3,921,422 shares of common stock for $125,000 pursuant to a convertible note. During the quarter ending May 31, 2015, the Company authorized 4.4 million shares of common stock to be issued for services rendered. During the quarter ending May 31, 2015, the Company issued 4,522,847 shares of common stock for $153,785 pursuant to an Equity Purchase Agreement During the quarter ending August 31, 2015, the Company issued 7,175,278 shares of common stock for $125,000 pursuant to a convertible note. During the quarter ending August 31, 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. During the quarter ending August 31, 2015, the Company issued 11,708,737 shares of common stock for $245,235 pursuant to an Equity Purchase Agreement. During the quarter ending November 30, 2015, the Company issued 7,688,039 shares of common stock for $100,000 pursuant to a convertible note. During the quarter ending November 30, 2015, the Company issued 15,576,508 shares of common stock for $254,000 pursuant to an Equity Purchase Agreement. During the quarter ending February 29, 2016, the Company issued 11,077,216 shares of common stock for $100,000 pursuant to a convertible note. During the quarter ending February 29, 2016, the Company issued 4,269,242 shares of common stock for $55,000 pursuant to an Equity Purchase Agreement. During the quarter ending May 31, 2016, the Company issued 40,950,000 shares of common stock was issued for services rendered. During the quarter ending May 31, 2016, 75,000 shares were cancelled and returned to treasury. During the quarter ending May 31, 2016, the Company issued 9,498,761 shares of common stock for $125,000 pursuant to a convertible note. During the quarter ending May 31, 2016, the Company issued ­­­31,682,076 shares of common stock for $275,500 pursuant to an Equity Purchase Agreement. 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 that expired January 31, 2016. The following table is a summary of information about the warrants outstanding at May 31, 2016: Number of Warrants Weighted Average Exercise Price Balance, August 31, 2015 5,000,000 0.30 Warrants expired 5,000,000 - Warrants cancelled - - Warrants Granted - - Warrants exercised - - Balance, May 31, 2016 -0- -0-

Legal Matters and Contingencies

Legal Matters and Contingencies	9 Months Ended
	May 31, 2016
Notes
Legal Matters and Contingencies	NOTE 13 - 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 Company’s 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. George’s 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 May 31, 2016, the note has been paid in full.

Subsequent Events

Subsequent Events	9 Months Ended
	May 31, 2016
Notes
Subsequent Events	NOTE 14 – Subsequent Events Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date, May 31, 2016, through the filing of this Quarterly Report on Form 10-Q on June 27, 2016, 2016, and determined that only the following additional subsequent event has occurred: Equity Purchase Agreement From June 1, 2016, to present, the Company authorized 2,386,407 shares of common stock to be issued for $50,000 pursuant to an Equity Purchase Agreement.

Organization, Consolidation a20

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	May 31, 2016
Policies
Basis of Presentation and Significant Accounting Policies	Note 1 - Organization and summary of significant accounting policies: These unaudited interim financial statements as of and for the three and nine months ended May 31, 2016 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s 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 Company’s financial statements and notes thereto included in the Company’s 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 nine-month period ended May 31, 2016, 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. (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 Company’s 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 Company’s common Stock, including all of the shares owned by former officer and director Daniel Brooks and; (3) assume all of the Company’s 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 Company’s fiscal year-end is August 31. Basis of presentation –

Organization, Consolidation a21

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Use of Estimates, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Use of Estimates, Policy	Use of estimates -

Organization, Consolidation a22

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Cash and Cash Equivalents, Policy	Cash and cash equivalents -

Organization, Consolidation a23

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Property, Plant and Equipment, Policy	Fixed assets - Vehicle & Equipment 5 years Furniture & Fixtures 7 Years

Organization, Consolidation a24

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Fair Value Measurement, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Fair Value Measurement, Policy	Fair Value of Financial Instruments - - 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 Company’s financial instruments as of May 31, 2016, reflect: - Cash: Level One measurement based on bank reporting. - Loan receivable and loans from Officers and related parties: Level 2 based on promissory notes. - Derivative liability: Level two measurement based upon the relative fair market value of the Company’s free trading common stock.

Organization, Consolidation a25

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Income Tax, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Income Tax, Policy	Federal income taxes “Income Taxes”, 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.

Organization, Consolidation a26

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Research, Development, and Computer Software, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Research, Development, and Computer Software, Policy	Research and development costs -

Organization, Consolidation a27

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Advertising Costs, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Advertising Costs, Policy	Advertising -

Organization, Consolidation a28

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Earnings Per Share, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Earnings Per Share, Policy	Basic and Diluted Earnings (Loss) Per Share -

Organization, Consolidation a29

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
New Accounting Pronouncements, Policy	Recent Accounting Pronouncements · Update 2016-12 · Update 2016-10 · Update 2016-09 · · Update 2016-07 · Update 2016-06 · Update 2016-03 · Update 2015-17 · Update 2015-16 —Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments · Update 2015-15 —Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)

Organization, Consolidation a30

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Compensation Related Costs, Policy (Policies)	9 Months Ended
	May 31, 2016
Policies
Compensation Related Costs, Policy	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 25’s 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 nine months ended May 31, 2016, and , we recognized $0 in share based expense due to the issuance of common stock warrants.

Organization, Consolidation a31

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies: Reclassifications (Policies)	9 Months Ended
	May 31, 2016
Policies
Reclassifications	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.

Property, Plant and Equipment32

Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Property, Plant and Equipment	Property and Equipment consisted of the following at May 31, 2016 August 31, 2015 Computer and equipment & truck $ 282,416 $ 282,399 Less: Accumulated depreciation/amortization (220,698) (169,198) Property and equipment, net $ 61,718 $ 113,201

Cost-method Investments, Desc33

Cost-method Investments, Description: Schedule of Cost Method Investments (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Schedule of Cost Method Investments	Asset Purchase May 11, 2012 Tangible Assets Equipment $ 23,000 Supplies 1,000 Inventory 1,000 Total Tangible Assets $ 25,000 Intangible Assets Goodwill Acquired $ 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

Goodwill and Intangible Asset34

Goodwill and Intangible Assets Disclosure: Schedule of Intangible Assets and Goodwill (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Schedule of Intangible Assets and Goodwill	May 31, 2016 August 31,2015 Patents $ 109,092 $ 109,092 Purchased Patents 1,467,500 1,467,500 Goodwill 5,000 5,000 Less Amortization (344,060) (288,608) Intangibles Net $ 1,237,532 $ 1,292,984

Debt Disclosure_ Convertible De

Debt Disclosure: Convertible Debt (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Convertible Debt	May 31, 2016 August 31,2015 Convertible Loans and Accrued Interest: St. George Investments $ -0- $ 275,000

Option Indexed to Issuer's Eq36

Option Indexed to Issuer's Equity, Description: Schedule of Options Indexed to Issuer's Equity (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Schedule of Options Indexed to Issuer's Equity	May 31, 2016 August 31,2015 Derivative Liabilities on Convertible Loans: St. George Investments derivative liability $ -0- $ 446,785

Commitments and Contingencies37

Commitments and Contingencies Disclosure: August 31, (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
August 31	August 31, Year Lease 2016 $ 42,043 2017 168,173 2018 168,173 2019 168,173

Stockholders' Equity Note Dis38

Stockholders' Equity Note Disclosure: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)	9 Months Ended
	May 31, 2016
Tables/Schedules
Schedule of Stockholders' Equity Note, Warrants or Rights	Number of Warrants Weighted Average Exercise Price Balance, August 31, 2015 5,000,000 0.30 Warrants expired 5,000,000 - Warrants cancelled - - Warrants Granted - - Warrants exercised - - Balance, May 31, 2016 -0- -0-

Property, Plant and Equipment39

Property, Plant and Equipment Disclosure: Property, Plant and Equipment (Details) - USD ($)	May 31, 2016	Aug. 31, 2015
Details
Computer and equipment & truck	$ 282,416	$ 282,399
Less: Accumulated depreciation/amortization	(220,698)	(169,198)
Property, Plant and Equipment, Net	$ 61,718	$ 113,201

Cost-method Investments, Desc40

Cost-method Investments, Description: Schedule of Cost Method Investments (Details)	May 11, 2012USD ($)
Details
Equipment	$ 23,000
Supplies	1,000
Inventory	1,000
Total Tangible Assets	25,000
Goodwill Acquired	5,000
Intellectual Property	1,467,500
Restrictive Covenant	2,500
Total intangible assets acquired	1,475,000
Otal Assets acquired	$ 1,500,000

Goodwill and Intangible Asset41

Goodwill and Intangible Assets Disclosure: Schedule of Intangible Assets and Goodwill (Details) - USD ($)	May 31, 2016	Aug. 31, 2015
Details
Patents	$ 109,092	$ 109,092
Purchased Patents	1,467,500	1,467,500
Goodwill	5,000	5,000
Less Amortization	(344,060)	(288,608)
Other Intangible Assets, Net	$ 1,237,532	$ 1,292,984

Debt Disclosure_ Convertible 42

Debt Disclosure: Convertible Debt (Details)	Aug. 31, 2015USD ($)
Details
St. George Investments	$ 275,000

Option Indexed to Issuer's Eq43

Option Indexed to Issuer's Equity, Description: Schedule of Options Indexed to Issuer's Equity (Details)	Aug. 31, 2015USD ($)
Details
St. George Investments derivative liability	$ 446,785