10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission file number 333-150820

SPORTS SUPPLEMENT ACQUISITION GROUP INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

34 Hampton Road, Town Moor
Doncaster, South Yorkshire
England DN2 5DG
(Address of principal executive offices, including zip code.)

011 44 845 280 6186
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X]    NO [   ]

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,” “non-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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X]    NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 119,600,000 as of December 11, 2008
 

PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
		October 31,			January 31,
		2008			2008
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	7,853		$	39,175
Prepaid expenses		154			1,800
Total current assets		8,007			40,975
Mineral property acquisition costs, less reserve
for impairment of $3,500		-			-
Total Assets	$	8,007		$	40,975
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued liabilities	$	4,179		$	-
Due to related party		22,586			22,600
Total current liabilities		26,765			22,600
Stockholders' Equity (Deficiency)
Preferred Stock, $0.00001 par value;
authorized 1,150,000,000 shares, none issued and outstanding		-			-
Common Stock, $0.00001 par value;
authorized 1,150,000,000 shares,
issued and outstanding 119,600,000 shares		1,196			1,196
Additional Paid-in Capital		60,804			55,404
Deficit accumulated during the exploration stage		(80,758	)		(38,225	)
Total stockholders' equity (deficiency)		(18,758	)		18,375
Total Liabilities and Stockholders' Equity (Deficiency)	$	8,007		$	40,975
See notes to consolidated financial statements.

F-1

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars)
(Unaudited)
								Period from
								February 27,
								2007 (Date of
		Three months			Nine months			Inception) to
		ended October			ended October			October 31,
		31, 2008			31, 2008			2008
Revenue	$	-		$	-		$	-
Costs and expenses
Exploration costs		500			500			12,500
Impairment of mineral property acquisition costs		-			-			3,500
General and administrative		10,277			42,033			64,758
Total costs and expenses		10,777			42,533			80,758
Net Loss	$	(10,777	)	$	(42,533	)	$	(80,758	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding
Basic and diluted		119,600,000			119,600,000
See notes to consolidated financial statements.

F-2

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency)
For the Period February 27, 2007 (Inception) to October 31, 2008
(Expressed in US Dollars)
							Deficit
							Accumulated			Total
	Common Stock, $0.00001						During the			Stockholder's
	par value				Additional		Exploration			Equity
	Shares		Amount		Paid-in Capital		Stage			(Deficiency)
Common stock issued
February 27, 2007 at $0.00009 per share	69,000,000	$	690	$	5,310	$	-		$	6,000
November 19, 2007 at $0.00087 per share	50,600,000		506		43,494		-			44,000
Donated services and expenses	-		-		6,600		-			6,600
Net loss	-		-		-		(38,225	)		(38,225	)
Balance - January 31, 2008	119,600,000		1,196		55,404		(38,225	)		18,375
Unaudited:
Donated services and expenses	-		-		5,400		-			5,400
Net loss	-		-		-		(42,533	)		(42,533	)
Balance - October 31, 2008	119,600,000	$	1,196	$	60,804	$	(80,758	)	$	(18,758	)
See notes to consolidated financial statements.

F-3

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
					Period from February
		Nine months			27, 2007 (Date of
		ended October			Inception) to October
		31, 2008			31, 2008
Cash Flows from Operating Activities
Net loss	$	(42,533	)	$	(80,758	)
Adjustments to reconcile net loss to net cash provided by (used
for) operating activities:
Donated services		5,400			12,000
Impairment of mineral property acquisition costs		-			3,500
Change in operating assets and liabilities:
Prepaid expenses		1,646			(154	)
Accounts payable and accrued expenses		4,179			4,179
Net cash provided by (used for) operating activities		(31,308	)		(61,233	)
Cash Flows from Investing Activities
Mineral property acquisition costs		-			(3,500	)
Net cash provided by (used for) investing activities		-			(3,500	)
Cash Flows from Financing Activities
Loans from related party - net		(14	)		22,586
Proceeds from sales of common stock		-			50,000
Net cash provided by financing activities		(14	)		72,586
Increase (decrease) in cash		(31,322	)		7,853
Cash - beginning of period		39,175			-
Cash - end of period	$	7,853		$	7,853
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
See notes to consolidated financial statements.

F-4

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2008
(Unaudited)
 

Note 1. Exploration Stage Company

Cynergi Holdings, Inc. (“Cynergi US”) was incorporated in the State of Nevada on February 27, 2007. Cynergi Ltd. (“Cynergi UK”), its wholly owned subsidiary, was incorporated in the United Kingdom in August 2007. Cynergi US and Cynergi UK (collectively, the “Company”) is an Exploration Stage Company, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

Note 2. Interim Financial Statements

The unaudited financial statements as of October 31, 2008 and for the three and nine months ended October 31, 2008 and for the period February 27, 2007 (inception) to October 31, 2008 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2008 and the results of operations and cash flows for the periods ended October 31, 2008. The financial data and other information disclosed in these notes to the consolidated financial statements related to these periods are unaudited. The results for the three and nine mont hs ended October 31, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending January 31, 2009. The balance sheet at January 31, 2008 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the period February 27, 2007 (inception) to January 31, 2008 as included in our Form S-1 Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2008.

Note 3. Related Party Balances/Transactions

a)	The Company receives services from its president at no cost to the Company. For accounting purposes, the estimated fair vale of these donated services ($600 per month) is included in general and administrative expenses and additional paid-in capital is increased by the same amounts. For the nine months ended October 31, 2008, the Company expensed $5,400 in donated services.
b)	At October 31, 2008, the Company is indebted to the president of the Company for $22,586, representing expenses paid on behalf of the Company. This amount is unsecured, non-interest bearing and has no repayment terms.
c)	On February 27, 2007, the Company issued 69,000,000 shares of common stock at $0.00009 per share to the president of the Company for cash proceeds of $6,000.

F-5

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2008
(Unaudited)
 

Note 4. Mineral Property

On May 28, 2007, the Company acquired a 100% interest in a mineral claim located in Clark County, Nevada, in consideration for $3,500. The cost of the mineral property was initially capitalized. At January 31, 2008, the Company recognized an impairment loss of $3,500, as it had not yet been determined whether there are proven or probable reserves on the property. During the nine months ended October 31, 2008, the Company paid $500 of maintenance fees.
 

Note 5. Common Stock

a)	On February 27, 2007, the Company issued 69,000,000 shares of common stock at $0.00009 per share to the president of the Company for cash proceeds of $6,000.
b)	On November 19, 2007, the Company issued 50,600,000 shares of common stock at $0.00087 per share for cash proceeds of $44,000.
c)	On May 23, 2008, the SEC “declared effective” the Company’s registration statement on Form S-1 to register for resale 50,600,000 post-split shares of Company common stock owned by 44 stockholders of the Company. The Company will not receive any proceeds from the resales.
d)	On August 18, 2008, the Company’s board of directors declared an eleven and a half (11.5) for one (1) common stock split effected on September 1, 2008. The par value of the common stock remained $0.00001 per share and the number of authorized shares of common stock and preferred stock increased to 1,150,000,000 shares. The financial statements have been retroactively adjusted to reflect this stock split.

Note 6. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At October 31, 2008, the Company has a net operating loss carry forward of approximately $68,758, which expires $31,625 in 2028 and $37,133 in 2029. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The components of the net deferred income tax assets consist of:

		October 31,			January 31,
		2008			2008
Net operating loss carryforward	$	24,065		$	11,069
Valuation allowance		(24,065	)		(11,069	)
Net deferred tax assets	$	-		$	-

F-6

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Cynergi Holdings, Inc. and Subsidiary
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2008
(Unaudited)
 

Note 6. Income Taxes (continued)

A reconciliation of the expected income tax expense (benefit) computed by applying the United States statutory income tax rate to income (loss) before income taxes to the provision for (benefit from) income taxes follows:

					Period from
					February 27,
		Nine Months			2007 (Date of
		ended			Inception) to
		October 31,			January 31,
		2008			2008
Expected tax at 35%	$	(14,887	)$		(13,379	)
Donated services		1,890			2,310
Increase in valuation allowance		12,997			11,069
Income tax provision	$	-		$	-

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
 

Note 7. Contingency

The Company may in the future decide to engage in a “reverse acquisition” transaction and acquire a target company in an unrelated business through the issuance of sufficient common stock to the stockholders of the target company to result in a change in control of the Company after the transaction. The SEC may categorize the Company as a “shell company” prior to such a transaction and subject the company to more stringent disclosure rules following any reverse acquisition transaction.

 
Note 8. Subsequent Events

On December 4, 2008, the Company changed its name to Sports Supplement Acquisition Group Inc., and effected a 1 for 8 reverse stock split (thereby reducing the outstanding shares of common stock from 119,600,000 shares to 14,950,000 shares).

On December 1, 2008, the Company executed a Letter of Intent with Sports Supplement Acquisition Group Inc., a Delaware corporation (“SSAG”), whereby the Company would acquire SSAG in exchange for 15,750,000 newly issued shares of common stock (which, after current management’s cancellation of 8,200,000 shares, would represent 70% of the 22,500,000 issued and outstanding shares after the exchange). The Letter of Intent is not a binding agreement and is subject to “ due diligence” and the execution and closing of a definitive agreement.

SSAG plans to acquire companies in the sports supplements nutraceutical industry.

F-7

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ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

     We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.

     Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues To meet our need for cash we raised money from our private placement. We intend to use the remaining cash we have to initiate the production and distribution of innovative sports supplement technology. We will attempt to raise additional money through a subsequent private placement. If we cannot raise the money through the sale of stock, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

     Our officers and director are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

     We do not intend to hire additional employees at this time and do not intend to do so until we complete the acquisition of Sports Supplement Acquisition Group, Inc.. There is no assurance that the acquisition will ever be completed and is subject to the acquisition of a definitive agreement. Further there is no assurance that we will ever enter into a definitive agreement to acquire Sports Supplement Acquisition Group, Inc.

Milestones

     We have changed our business focus from mining to the production and distribution of innovative sports supplement technology. This change of focus is so recent, we have not developed our milestones for the next twelve months. In the short term we plan to execute a definitive agreement to acquire Sports Supplement Acquisition Group, Inc., a Delaware corporation and initiate the production and distribution of innovative sports supplement technology.

Limited Operating History; Need for Additional Capital

     There is no historical financial information about us upon which to base an evaluation of our performance. We were an exploration stage mining corporation and recently changed our focus to the production and distribution of innovative sports supplement technology. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

     To become profitable and competitive, we have to sell our technology.

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     We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

Results of Activities

From Inception on February 27, 2007

     We acquired the right to explore one property containing four claims. While we are still considered an exploration stage company, we are planning to change our focus to the production and distribution of innovative sports supplement technology.

     On December 1, 2008, we entered into a non-binding letter of intent with Sports Supplement Acquisition Group, Inc., Delaware corporation to acquire all of its issued and outstanding shares of common stock in consideration of 15,750,000 post-reverse shares of common stock. On December 4, 2008, we reverse split our shares of common stock on the basis of 1 for 8. In addition, we will retain Windfall Communications, LLC for investor and public relations services for a minimum of 12 months at a fee of $5,000.00 per month. Sports Supplement Acquisition Group, Inc., is engaged in the business of production and distribution of innovative sports supplement technology.

     On December 4, 2008, we amended our articles of incorporation and changed our name to Sports Supplement Acquisition Group Inc. On the same date we reverse split our shares of common stock on the basis of 1 for 8 both events in anticipation of consummating a transaction with Sports Supplement Acquisition Group, Inc., a Delaware corporation.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business activities.

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     We issued 69,000,000 shares of common stock through a private placement pursuant to Regulation S of the Securities Act of 1933 to Ian Spowart, one of our two officers and sole director in February 27, 2007, in consideration of $6,000. The shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

     In November 19, 2007, we completed a private placement of 50,600,000 restricted shares of common stock pursuant to Reg. S of the Securities Act of 1933 and raised $44,000. All of the shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

     As of October 31, 2008, our total assets were $8,007 and our total liabilities were $26,765.

Recent accounting pronouncements

     In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements.

     In December 2007, the FASB issued No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51” SFAS No. 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non controlling interest. SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SAFAS No. 160 also requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent&# 146;s owners and the interests of the noncontrolling owners of a subsidiary. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 160 on its financial statements.

     In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including and amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending January 31, 2009. The Company is currently evaluating the impact of SFAS No. 159 on its financial statements.

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     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of fina ncial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending February 28, 2009. The Company is currently evaluating the impact of SFAS No. 157 on its financial statements.

     In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this standard did not have a material effect on the Company’s results of opera tions or financial position

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 4.      CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

     We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

     We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

 
PART II. OTHER INFORMATION

ITEM 1A.    RISK FACTORS.

     We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 
ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section
	906 of the Sarbanes-Oxley Act of 2002.
99.1	Non-binding letter of intent

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15^th day of December, 2008.

SPORTS SUPPLEMENT ACQUISITION GROUP INC. 

(Registrant) 

BY:  IAN SPOWART 

        Ian Spowart 

        President, Principal Executive Officer, Principal Financial 

        Officer, Principal Accounting Officer, Treasurer and sole 

        member of the Board of Directors. 

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section
	906 of the Sarbanes-Oxley Act of 2002.
99.1	Non-bind letter of intent

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EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Ian Spowart, certify that:

1.	I have reviewed this 10-Q for the period ending October 31, 2008 of Sports Supplement Acquisition Group Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules and 15d-15(e) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 15, 2008

IAN SPOWART 

Ian Spowart, President, Principal Executive Officer, 

Principal Financial Officer, Principal Accounting Officer, 

Treasurer and sole member of the Board of Directors. 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

     In connection with the Quarterly Report of Sports Supplement Acquisition Group Inc. (the "Company") on Form 10-Q for the period ended October 31, 2008, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Ian Spowart, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	Dated this 15th day of December, 2008.

IAN SPOWART 

Ian Spowart, President, Principal Executive Officer, 

Principal Financial Officer, Principal Accounting Officer, 

Treasurer and sole member of the Board of Directors. 

 

EX-99.1

Exhibit 99.1

Cynergi Holdings, Inc.
3 Vaughan Ave
Doncaster, XO DN1 2QE

December 1, 2008

Strictly Private and Confidential

Sports Supplement Acquisition Group, Inc.
2348 Lucerne Road, Suite 172
Mount-Royal, QC H3R 4J8

Ladies and Gentlemen:

     The purpose of this Letter of Intent (“LOI”) is to set forth the terms and conditions pursuant to which Cynergi Holdings, Inc., a Nevada Corporation (“Cynergi”) will enter into a business combination (the “Acquisition”) with Sports Supplement Acquisition Group, Inc., a Delaware corporation (“Company”). Cynergi and the Company may individually be referred to herein as a “Party” or collectively as the “Parties”.

     While this LOI is not a binding agreement, except as specifically set forth in Section 11 below, it outlines the preliminary terms of the Acquisition and the transactions contemplated herein. This LOI is intended to serve as an outline of the proposed principal terms and conditions regarding the Acquisition, and is subject to the execution and closing of a definitive agreement (“Definitive Agreement”) among Cynergi and the Company. The Parties recognize that there are other terms and conditions that have yet to be addressed, but the Parties agree to work together in good faith to address these issues and to complete a Definitive Agreement that is acceptable to both Parties as quickly as is practicable.

     1.      Acquisition.    Pursuant to the terms and conditions of the Definitive Agreement, Cynergi or a wholly owned subsidiary of Cynergi will acquire the Company. Cynergi shall submit for approval to FINRA and other necessary organizations for a reverse equity stock split of 1:8. Current Management will then cancel approximately 8,200,000 post split shares. Cynergi will issue approximately 15,750,000 post split shares of the capital stock for the acquisition. After the Acquisition, the Company’s current shareholders will beneficially own and control approximately 70% of the then outstanding shares of Cynergi (which are estimated to be 22,500,000 shares of the common stock of Cynergi based on a 1:8 reverse stock split).

     2.      Board of Directors and Executive Officers.     As a condition to the Company closing the Acquisition, the then Board of Directors and executive officers of Cynergi will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Company and resign simultaneously.

     3.      Closing.    The Parties will use their best efforts to close the Acquisition contemplated herein as soon as reasonably possible following the execution of this LOI (“Closing”).

4.      Due Diligence.    Cynergi shall conduct a business, financial, and legal due diligence investigation of the Company and each of its subsidiaries, their business and operations and the Company shall conduct a business, financial, and legal due diligence investigation of Cynergi, to each of their satisfaction. To expedite this review, each Party agrees to make such information as reasonably requested by the other Party ("Due Diligence Information") available to the requesting Party and its agents and representatives and to authorize reasonable visits to facilities of each Party, including meetings with its staff, consultants and experts as reasonably requested by the requesting Part y.

5.      Additional Closing Conditions:    The obligations of Cynergi to complete the Acquisition are subject to satisfaction by the Company of the following conditions precedent (unless waived in writing by Cynergi):

A.	Between the date of the signing of this LOI and the Closing, the business of the Company and the Subsidiaries shall be run in the ordinary course, and in a manner consistent with past practices. The Company will not, without the written consent of Cynergi, enter into or perform any transactions outside of the ordinary course of business relating to the Company or the Subsidiaries;
B.	No material change in the business, financial condition or capitalization of the Company and the Subsidiaries shall have occurred between the date of this LOI and Closing other than as required herein or in the Definitive Agreement or as agreed upon by the parties;
C.	The Company and the Subsidiaries shall have received and delivered to Cynergi information as may be necessary for any filings required to be made by Cynergi in connection with the Transaction.
D.	Cynergi shall have entered into financing arrangements providing Cynergi with $1 million in financing on terms acceptable to the Company.
E.	At Closing, Cynergi will enter into a mutually agreed upon consulting agreement with Windfall Communications, LLC for certain investor and public relations services, the term of such agreement shall be 12 months at a rate of $5,000 per month.

6.      Confidentiality.    This LOI is being delivered with the understanding that the Company, together with their respective officers, directors, managers, members, representatives, agents, owners and employees, each agree to use their best efforts to keep the existence of this LOI and its contents confidential. Any information, including but not limited to data, business information (including customer lists and prospects), technical information, computer programs and documentation, programs, files, specifications, drawings, sketches, models, samples, tools or other data, oral, written or otherwise, (hereinafter called “Information”), furnished or disclosed by one party to t he other for the purpose of the contemplated transaction herein, will remain the disclosing party’s property until the closing of the Acquisition, at which time all such Information will become the property of Cynergi. All copies of such Information in written, graphic or other tangible form must be returned to the disclosing party immediately upon written request if the transaction contemplated herein is not consummated. Unless such Information was previously known to receiving party free of any obligation to keep it

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confidential, or has been or is subsequently made public by the disclosing party or a third party, it must be kept confidential by the receiving party, will be used only in performing due diligence for the Acquisition, and may not be used for other purposes except upon such terms as may be agreed upon between Cynergi and the Company in writing.

     7.      Expenses.    Cynergi and the Company shall each be responsible for their own fees and expenses incurred as part of the Acquisition and the transactions contemplated under this Agreement, including but not limited to, legal fees, accounting fees, investment banking fees and related expenses.

     8.      Announcements.    No announcement shall be made regarding a pending or completed transaction or agreement between the parties without the prior written consent of both Cynergi and the Company.

     9.      Exclusivity.    In consideration hereof and of the time and resources that Cynergi will devote to the Acquisition and the Definitive Agreement, and the various investigations and reviews undertaken by Cynergi, the Company, its subsidiaries and each of their respective affiliates, directors, officers, employees, representatives and agents will not, directly or indirectly, solicit, initiate, enter into or continue any discussions or transactions with, or encourage, or provide any information to any person or entity with respect to any proposal pursuant to which the Company or any of the Subsidiaries would (i) obtain any debt or equity capital, (ii) be acquired, whether through a purchase, Acquisition, tender offer, consoli dation or other business combination, (iii) sell all or a substantial part of the assets of the Company or any of it’s the Subsidiaries or their businesses, or (iv) enter into any transaction or arrangement or otherwise approve any transaction which would result in any third party acquiring more than 5% of the outstanding equity of the Company or any of the Subsidiaries between the date of execution by them of this LOI and December 31, 2008 or as such terms may be mutually extended in writing by the Parties and that the Company and each of the Subsidiaries shall use its best efforts to preserve intact its business organization and the good will of its customers, suppliers and others having business relations with it.

     10.      Non-binding:    Except for paragraphs 6, 7, 8, and 9 of this LOI (which are legally binding upon execution of this LOI), this LOI is a statement of mutual intention; it is not intended to be legally binding, and does not constitute a binding contractual commitment with respect to the transaction. Without limiting the foregoing, the failure of Cynergi and the Company to reach agreement on the terms and conditions being included in the Definitive Agreement and other agreements referred to herein shall not be construed as a breach of this LOI by any party hereto provided that the provisions of the four immediately preceding paragraphs are not breached. A legally binding obligation with respect to the transaction contemplat ed hereby will arise only upon execution and delivery of the Definitive Agreement and other agreements referred to herein by the parties thereto, subject to the conditions expressed therein.

     11.      Governing Law Dispute Resolution and Jurisdiction.    This LOI shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflicts of laws principles thereof. All disputes, controversies or claims ("Disputes") arising out of or relating to this LOI shall in the first instance be the subject of a meeting between a representative of each Party who has decision making authority with respect to the

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matter in question. Should the meeting either not take place or not result in a resolution of the dispute within twenty (20) business days following notice of the dispute to the other Party, then the dispute shall be resolved in a binding arbitration proceeding to be held in Denver, Colorado in accordance with the rules of the American Arbitration Association. The Parties agree that a panel of one arbitrator shall be required. Any award of the arbitrator shall be deemed confidential information for a minimum period of five years. The arbitrator may award attorneys' fees and other arbitration related expense, as well as pre and post judgment interest on any award of damages, to the prevailing Party, in his / her or its sole discretion.

     12.      Multiple Counterparts.    This LOI may be executed in multiple counterparts, each of which may be deemed an original. It shall not be necessary that each Party executes each counterpart, or that any one counterpart be executed by more than one Party so long as each Party executes at least one counterpart.

     13.      Expiration.    This LOI shall expire if not accepted by the Company by 12:00 p.m. Mountain Time on December 1, 2008.

     If the terms and conditions of this LOI are acceptable, kindly execute a copy hereof where indicated below and return it to us or before 12:00 p.m. Mountain Time on December 1, 2008. This LOI shall be non binding except as specifically set forth herein and is subject to the negotiation and execution of the Definitive Agreement and collateral documents referred to above.
 

Very truly yours, 

Cynergi Holdings, Inc. 

IAN SPOWART 

ACCEPTED AND AGREED to

this 1^st day of December, 2008
 

Sports Supplement Acquisition Group, Inc.
 

JAMES KLEIN

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