UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

1^st Amendment

 

[X]	Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934

 

For the fiscal year ended May 31, 2016

 

[  ]	transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934

 

For the transition period from ________________ to

 

Commission file number 000-54875

 

sustainable petroleum group inc.

(Exact name of registrant as specified in its charter)

 

Incorporated in the State of Nevada		00-0000000
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

Suite 383, 2316 Pine Ridge Road, Naples Florida		34109
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 239-316-4593

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
None		N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

common shares - $0.001 par value

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ] Yes [X] No

 

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 past 90 days.

[X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [  ] No

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

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

 

Larger accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[X] Yes [  ] No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $3,150,000 (3,000,000 X $1.050)

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

Class		Outstanding at August 31, 2016
common shares - $0.001 par value		7,000,000

 

Documents incorporated by reference: Exhibit 3.1 (Articles of Incorporation); Exhibit 3.2 (By-laws); and Exhibit 3.3 (Certificate of Amendment); all filed as exhibits to the company’s registration statement on Form S-1 filed on December 17, 2010; and Exhibit 10.1 (Share Purchase Agreement) filed as an Exhibit to the company’s Form 8-K (Current Report) on August 11, 2016.

 

 

 

 

Sustainable Petroleum Group Inc.

Form 10-K/A

1^st Amendment

 

EXPLANATORY NOTE

 

This Form 10-K/A – 1^st Amendment for the fiscal year ended May 31, 2016, which was originally filed on September 6, 2016 (the “Report”), is being filed (1) to revise Part II to include a signed report from each of the company’s new and previous independent registered accounting firm in Item 8 - Financial Statements and Supplementary Data to cover the balance sheets as of the end of each of the most recent two fiscal years and audited statements of income, cash flows and changes in stockholders’ equity for each of the two fiscal years presented, and (2) to include updated certifications in Exhibit 31 and Exhibit 32.

 

This amendment to the Report does not alter any part of the content of the Report, except for the changes and additional information provided in this amendment, and this amendment continues to speak as of the date of the Report. The company has not updated the disclosures contained in this amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this amendment is not a representation that any statements contained in the Report or this amendment are true or complete as of any date subsequent to the date of the Report. This amendment does not affect the information originally set forth in the Report, the remaining portions of which have not been amended. Accordingly, this Form 10-K/A should be read in conjunction with the company’s filings made with the SEC subsequent to the filing of the original Form 10-K on September 6, 2016 (SEC Accession No. 0001493152-16-013103).

 

 

PART II

 

Item 8. Financial Statements and Supplementary Data.

 

BLUE SPA INCORPORATED

(A Development Stage Company)

 

Financial Statements

For The Year Ended May 31, 2016

(Stated in US Dollars)

 

INDEX TO FINANCIAL STATEMENTS

 

		PAGES
Report of Independent Accountant		F-1
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Stockholders’ Deficit and Comprehensive Income		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7 – F-10

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of
BLUE SPA INCORPORATED

 

We have audited the accompanying balance sheet of Blue SPA incorporated (the “Company”) a development stage company as of May 31, 2015 and 2014, and the related statements of operations, stockholders’ deficit and other comprehensive loss, and cash flows for the years then ended , and for the period from September 4, 2009 (inception) through May 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. And audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management. As well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements present fairly, in all material respects, he financial position of the Company as of May 31, 2015, and the results of its operations and its cash flows for the years then ended in conformity with United States generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company in in the development stage and has limited operations, its ability to continue as a going concern is dependent upon its ability to obtain additional financing and/or achieve a sustainable profitable level of operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

Dominic K.F. Chan & Co
Certified Public Accountants
Hong Kong, July 24, 2015

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of
BLUE SPA INCORPORATED

 

We have audited the accompanying balance sheet of Blue SPA incorporated (the "Company") as of May 31, 2016, and the related statements of income, stockholders' equity and cash flows for the year ended May 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. And audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management. As well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2016, and the results of its operations and its cash flows for the years then ended in conformity with United States generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage and has limited operations. Its ability to continue as a going concern is dependent upon its ability to obtain additional financing and/or achieve a sustainable profitable level of operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

DCAW (CPA) Limited

Certified Public Accountants

Hong Kong, 26 August, 2016

 

 

BLUE SPA INCORPORATED

 

BALANCE SHEETS

 

		May 31, 2016				May 31, 2015
ASSETS
Current Assets:
Cash and cash equivalents		$	-			$	3,922
Prepaid expenses			-				274
TOTAL ASSETS		$	-			$	4,196
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities - Note 4		$	15,871			$	17,685
Amount due to a shareholder			8,001				-
Notes payable - Note 6			154,000				134,000
Interest payable			34,225				22,367
TOTAL LIABILITIES			212,097				174,052
Going Concern - Note 2
STOCKHOLDERS’ DEFICIT
Common Stock - Note 5
Par Value:$0.0001
Authorized 500,000,000 shares
Common Stock Issued 7,000,000			700				700
Additional Paid in Capital			16,300				16,300
Deficit Accumulated during the development stage			(229,097	)			(186,556	)
TOTAL STOCKHOLDERS’ DEFICIT			(212,097	)			(169,856	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	-			$	4,196

 

See accompanying notes to financial statements

 

 

BLUE SPA INCORPORATED

 

STATEMENTS OF OPERATIONS

 

		For the				For the
		Year ended				Year ended
		May 31, 2016				May 31, 2015
Administrative and other operating expenses		$	30,383			$	23,468
Formation cost			-				-
Operating loss before interest expenses			(30,383	)			(23,468	)
Interest expenses			(11,858	)			(9,909	)
Operating loss before income taxes			(42,241	)			(33,377	)
Income Taxes			-				-
Net loss and comprehensive loss		$	(42,241	)		$	(33,377	)
Loss per share of common stock
-Basic and diluted		$	(0.006	)		$	(0.005	)
Weighted average shares of common stock
-Basic and diluted			7,000,000				7,000,000

 

See accompanying notes to financial statements

 

 

BLUE SPA INCORPORATED

 

STATEMENTS OF STOCKHOLDERS’ DEFICIT

AND COMPREHENSIVE INCOME

 

														Deficit
														accumulated
										Additional				during the
		Common								Paid-in				development
		Shares				Amount				Capital				stage				Total
Balance, May 31, 2013			7,000,000			$	700			$	16,300			$	(91,788	)		$	(74,788	)
Net loss and comprehensive loss			-				-				-				(61,691	)			(61,691	)
Balance, May 31, 2014			7,000,000			$	700			$	16,300			$	(153,479	)		$	(136,479	)
Net loss and comprehensive loss			-				-				-				(33,377	)			(33,377	)
Balance, May 31, 2015			7,000,000			$	700			$	16,300			$	(186,856	)		$	(169,856	)
Net loss and comprehensive loss			-				-				-				(42,241	)			(42,241	)
Balance, May 31, 2016			7,000,000			$	700			$	16,300			$	(229,097	)		$	(212,097	)

 

See accompanying notes to financial statements

 

 

BLUE SPA INCORPORATED

 

STATEMENTS OF CASH FLOWS

 

		For the				For the
		Year ended				Year ended
		May 31, 2016				May 31, 2015
Cash Flows from operating activities:
Net loss		$	(42,241	)		$	(33,377	)
Changes in current assets and liabilities
Prepaid Expenses			274				-
Accounts payable and accrued expenses			(1,814	)			3,304
Amount due to a shareholder			8,001				-
Interest payable			11,858				9,909
Net cash used in operating activities		$	(23,922	)		$	(20,164	)
Cash Flows from financing activities:
Proceeds from issuance of common stock			-				-
Notes payable			20,000				20,000
Net Cash generated from financing activities		$	20,000			$	20,000
Net increase in cash and cash equivalents			(3,922	)			(164	)
Cash and cash equivalents at beginning of period			3,922				4,086
Cash and cash equivalents at end of period		$	-			$	3,922

 

See accompanying notes to financial statements

 

 

BLUE SPA INCORPORATED

 

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2016

 

1.	Organization and Nature of Operations

 

Blue Spa Incorporated (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009. The Company is in its early developmental stage since its formation and has not realized any revenues from its planned operations. The Company is engaged in the development of an internet based retailer of a multi-channel concept combining a wholesale distribution with a retail strategy. It plans to distribute quality personal care products, fitness apparel and related accessories.

 

The Company has chosen a fiscal year end May 31.

 

2.	Going Concern

 

These interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.

 

The Company has accumulated a deficit of $229,097 since inception September 4, 2009, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company believes that the cash on hand will be able to meet its on-going costs in the next 12 months. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

 

3.	Summary of principal accounting policies

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 

Foreign currency translations

 

The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

 

 

Cash and cash equivalents

 

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

 

Comprehensive income

 

The Company has adopted ASU 220 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

 

For the year ended May 31, 2016 there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220.

 

Loss per share

 

The Company reports basic loss per share in accordance with ASC Topic 260 Earnings Per Share (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented in the financial statements are basic EPS as defined by ASU 260, “Earnings Per Share”. There are no diluted net income/ (loss) per share on the potential exercise of the equity-based financial instruments, hence a state of anti-dilution has occurred. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.

 

Income Taxes

 

The Company follows the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial statements.

 

 

Website Development Costs

 

The Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost” that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting for Website Development Costs”. The website development costs are divided into three stages, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development. In short, website development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

 

Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers are charged to cost of sales.

 

Concentration of credit risk

 

The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.

 

Recently issued accounting pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial statements.

 

4.	Accrued expenses

 

Accrued expenses as of May 31, 2016 are summarized as follows:

 

		May 31, 2016				May 31, 2015
Accrued audit fee		$	11,000			$	10,000
Accrued accounting fee			1,575				4,725
Accrued office expenses			3,296				2,960
Total		$	15,871			$	17,685

 

5.	Common stock

 

During the year ended May 31, 2016, no shares of common stock were sold. There were a total of 7,000,000 common stocks issued and outstanding as of May 31, 2016. There were no warrants or stock options outstanding as of May 31, 2016.

 

 

6.	Notes payable

 

There are seven (7) unsecured promissory notes bearing interest at 8% per annum which are due on demand.

 

Date				Principal				Interest				Total
	October 6, 2010			$	3,000			$	1,358			$	4,358
	February 22, 2011				1,500				633				2,133
	May 17, 2011				7,500				3,026				10,526
	September 16, 2011				5,000				1,884				6,884
	November 4, 2011				5,000				1,830				6,830
	March 15, 2012				10,000				3,371				13,371
	December 14,2012				13,000				3,433				16,433
	Total			$	45,000			$	15,535			$	60,535

 

There are six (6) unsecured promissory notes bearing interest at 8% per annum which are due on demand, and convertible at a conversion price of US$0.005 per share at the lender’s option. The convertible notes are at the same interest rate as promissory notes that have no conversion feature.

 

Date				Principal				Interest				Total
	April 2, 2013			$	14,000			$	3,544			$	17,544
	September 4, 2013				30,000				6,575				36,575
	October 15, 2013				15,000				3,153				18,153
	January 8, 2014				10,000				1,916				11,916
	December 3, 2014				20,000				2,393				22,393
	September 22, 2015				20,000				1,109				21,109
	Total			$	109,000			$	18,690			$	127,690

 

 

Signatures

 

In accordance with the requirements of the Securities Exchange Act of 1934, Sustainable Petroleum Group Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.

 

	Sustainable petroleum group inc.
	By	/s/ Dr. Philip Grothe
	Name:	Dr. Philip Grothe
	Title:	Director and President
	Dated:	February 3, 2017

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Sustainable Petroleum Group Inc. and in the capacities and on the dates indicated have signed this report below.

 

Signature	Title	Date
	President, Chief Executive Officer, and Principal Executive Officer
/s/ Dr. Philip Grothe	Member of the Board of Directors	February 3, 2017
Dr. Philip Grothe
	Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, and Corporate Secretary,
/s/ Suha Hächler	Member of the Board of Directors	February 3, 2017
Suha Hächler
/s/ Stefan Mühlbauer	Member of the Board of Directors	February 3, 2017
Stefan Mühlbauer