~~SEC~~As ~~File~~filed ~~# ___________~~ with the Securities and Exchange Commission on June 10, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

Initial Filing

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~BLUE SPA INCORPORATED~~UNDER

THE SECURITIES ACT OF 1933

Sustainable Projects Group Inc.

(Exact name of registrant as specified in its charter)

Nevada	~~2844~~	2834		0081-~~0000000~~5445107
(State or other jurisdiction of incorporation or organization)	~~(Primary Standard Industrial Classification Code Number)~~	(Primary Standard Industrial Classification Code Number)		(~~IRS~~I.R.S. Employer Identification ~~Number~~No.)

~~26/F Building A, Times Plaza~~Tankedraget 7

2Aalborg, Denmark ~~Zongfu Road~~DK-9000

~~Chengdu 610016~~305-814-2915

~~China~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Telephone: 86-28-66847826~~Sune Mathiesen

~~Facsimile:~~Chief Executive ~~86 28 66067199~~Officer

~~(Address, including zip code, and telephone number,~~Tankedraget 7

~~including area code~~Aalborg, Denmark ~~of Registrant’s principal executive offices)~~DK-9000

~~Agent for Service: Law Yau Yau Blue Spa Incorporated 26/F Building A, Times Plaza 2 Zongfu Road Chengdu 610016 China Telephone: 011~~305-86814-~~28-668-47826 Facsimile: 011-86 28 660-67199 (Name, address, including zip code, and telephone number, including area code, of agent for service)~~2915

~~Approximate~~(Names, address, ~~date~~including ofzip ~~commencement~~code, ofand ~~proposed~~telephone ~~sale~~number, toincluding ~~the~~area ~~public: As~~code, ~~soon~~of asagent ~~practicable~~for ~~after this Registration Statement becomes effective.~~service)

~~If any of the securities being registered on this Form are~~ Copies to ~~be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box~~: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] 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 [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X ]

~~Page~~Ben A. ~~- 1~~Stacke

~~CALCULATION~~Griffin OFD. ~~REGISTRATION FEE~~Foster

Title of Each Class of Securities To Be Registered	Amount to be registered	Proposed Maximum Offering Price per share [1]	Proposed Maximum Aggregate Offering Price [1]	Amount of Registration Fee
Shares of common stock ($0.0001 par value), to be registered by selling shareholders	3,000,000 shares	$0.10	$300,000	$21.39
Total	-	-	$300,000	$21.39

Faegre Drinker Biddle & Reath LLP

~~[1]~~2200 ~~Estimated~~Wells inFargo ~~accordance with Rule 457(c) solely for the purpose of calculating the registration fee based on a bona fide estimate of the maximum offering price.~~Center

~~THE~~90 ~~REGISTRANT~~South ~~HEREBY~~Seventh AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.Street

~~Page~~Minneapolis, -Minnesota 255402-3901

~~The~~Telephone: ~~information~~(612) in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.766-7000

~~Subject~~Approximate date of commencement of proposed sale to ~~Completion~~public: As soon as practicable after this registration statement becomes effective.

~~Dated~~If any *of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~2010~~check the following box. ☐

~~Prospectus~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~BLUE~~If this ~~SPA~~Form ~~INCORPORATED~~is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

3If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,~~000,000~~ ~~shares~~check the following box and list the Securities Act registration statement number of ~~common~~the ~~stock~~earlier effective registration statement for the same offering. ☐

~~The~~Indicate by ~~selling~~check ~~shareholders~~mark ofwhether ~~Blue~~the ~~Spa~~registrant ~~Incorporated~~is ~~(“Blue~~a ~~Spa”)~~large ~~named~~accelerated infiler, ~~this~~an ~~prospectus~~accelerated ~~are~~filer, ~~offering~~a tonon-accelerated ~~sell~~filer, upa tosmaller 3reporting company, ~~million~~or ~~shares~~an ofemerging ~~Blue~~growth ~~Spa’s common stock held by them~~company. ~~Blue~~See ~~Spa will not receive any proceeds from~~ the ~~sale~~definitions of ~~the~~“large ~~shares~~accelerated offiler,” ~~common~~“accelerated ~~stock~~filer,” “smaller ~~being~~reporting ~~offered~~company” byand ~~the~~“emerging ~~selling~~growth ~~shareholders. However,~~company” ~~Blue~~in ~~Spa~~Rule ~~will~~12b-2 ~~pay for the expenses~~ of ~~this offering and~~ the ~~selling~~Exchange ~~stockholders’ offering, except for any selling shareholder’s legal or accounting costs or commissions~~Act.

~~Blue~~Large ~~Spa~~accelerated isfiler a☐ ~~startup~~Accelerated ~~company~~filer ~~engaged~~☐ in the development, production, wholesale distribution, and retail sales of quality natural skin and body care products, fitness apparel, and related accessories. Blue Spa has adopted for its business operations a multiNon-~~channel~~accelerated ~~concept,~~filer ~~which~~☒ ~~will~~Smaller ~~combine~~reporting acompany ~~wholesale~~☒ ~~distribution~~Emerging ~~network~~growth ~~with~~company ~~a retail strategy, e-commerce, and a consumer catalogue.~~☐

~~Blue~~If an ~~Spa’s~~emerging ~~shares~~growth ofcompany, ~~common~~indicate ~~stock~~by ~~are~~check ~~not~~mark ~~quoted~~if onthe ~~any~~registrant ~~national~~has ~~securities~~elected ~~exchange. The~~not ~~selling shareholders are required~~ to ~~sell~~use ~~Blue~~the ~~Spa’s~~extended ~~shares~~transition atperiod ~~$0.10~~for ~~per~~complying with ~~share~~any ~~until~~new ~~Blue~~or ~~Spa’s~~revised ~~shares~~financial ~~are~~accounting ~~quoted~~standards onprovided ~~the~~to ~~Over-the-Counter~~Section ~~Bulletin Board~~ 7(~~OTCBB~~a),(2)(B) ~~and~~of ~~thereafter~~the atSecurities ~~prevailing market prices or privately negotiated prices~~Act. ☐

~~This~~The registrant ~~investment~~hereby ~~involves~~amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a ~~high~~further ~~degree~~amendment ofwhich ~~risk. See~~specifically ~~“Risk~~states ~~Factors”~~that ~~beginning~~this onRegistration ~~page~~Statement 7shall ~~for~~thereafter become effective in accordance with Section 8(a) ~~discussion~~of the Securities Act of ~~certain~~1933 ~~risk~~or ~~factors~~until ~~and~~the ~~uncertainties~~Registration ~~you~~Statement ~~should~~shall ~~carefully~~become ~~consider~~effective ~~before~~on ~~making~~such date aas ~~decision~~the toSecurities ~~purchase~~and ~~any~~Exchange ~~shares~~Commission, ofacting ~~Blue~~pursuant ~~Spa’s~~to ~~common~~said ~~stock~~Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED JUNE 10, 2024

PROSPECTUS

Shares

Sustainable Projects Group Inc.

Common Stock

We are offering shares of common stock, $0.0001 par value per share (the “Shares”), of Sustainable Projects Group Inc., a Nevada corporation (the “Company”), in an underwritten public offering. We anticipate a public offering price between $ and $ per Share (this “Offering”). Prior to the Offering, and subject to receiving stockholder approval, we intend to change our name to “Lithium Harvest, Inc.”

Our common stock is currently quoted on the OTC Pink tier of the over-the-counter market (“OTC Pink”) maintained by OTC Markets Group, Inc. (“OTC Markets”) under the symbol “SPGX.” However, the trading market for our common stock is sporadic and extremely limited. On June 7, 2024, the closing price of our common stock on the OTC Pink was $0.188 per share. In connection with this Offering, we are applying to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “LIHV.” There can be no assurance that we will be successful in listing our common stock on the NYSE or that the trading prices of our common stock on the OTC Pink will be indicative of the prices of our common stock if our common stock were traded on the NYSE.

This offering is being underwritten on a firm commitment basis. We have granted the underwriters an option to purchase up to an additional Shares, solely to cover overallotments. The underwriters may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus.

No Exercise of Over-
Allotment

Full Exercise of Over-
Allotment

Per Share

Total

Per Share

Total

Public offering price

Underwriting discount (1)

Proceeds to us, before expenses

(1) In addition, we have agreed to reimburse the underwriters for certain expenses. See “Underwriting” for additional information.

Investing in our securities involves significant risks. You should review carefully the “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~Page~~The date -of 3this prospectus is , 2024

~~Table~~TABLE OF ofCONTENTS ~~Contents~~

	Page
INDUSTRY AND MARKET DATA	ii
Prospectus Summary	5
FINANCIAL STATEMENT PRESENTATION	ii
Risk Factors	7
PROSPECTUS SUMMARY	1
Use of Proceeds	11
THE OFFERING	6
Determination of Offering Price	11
SUMMARY FINANCIAL INFORMATION	8
Dilution	11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
Selling Security Holders	11
RISK FACTORS	11
Plan of Distribution	12
USE OF PROCEEDS	24
Description of Securities to be Registered	14
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	25
Interests of Named Experts and Counsel	15
CAPITALIZATION	26
Description of Business	15
DILUTION	27
Description of Property	23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
Legal Proceedings	23
BUSINESS	37
SEC Filings	24
MANAGEMENT	42
Market for Common Equity and Related Stock Matters	24
EXECUTIVE COMPENSATION	44
Financial Statements	26
PRINCIPAL STOCKHOLDERS	50
May 31, 2010 audited financial statements	27
TRANSACTIONS WITH RELATED PERSONS	51
Management Discussion and Analysis of Financial Condition	39
DESCRIPTION OF CAPITAL STOCK	52
Changes in Disagreements With Accountants on Accounting and Financial Disclosure	41
SHARES ELIGIBLE FOR FUTURE SALE	53
Directors, Officers, Promoters, and Control Persons	41
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF THE COMPANY’S COMMON STOCK	54
Executive Compensation	43
UNDERWRITING	57
Security Ownership of Certain Beneficial Owners and Management	44
LEGAL MATTERS	64
Transactions with Related Persons, Promoters, and Certain Control Persons	44
EXPERTS	64
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	45
WHERE YOU CAN FIND MORE INFORMATION	65
FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. Blue Spa has not authorized anyone to provide you with information different from that contained in this prospectus. The selling shareholders are offering to sell shares of Blue Spa’s common stock and seeking offers to buy shares of Blue Spa’s common stock only in jurisdictions where such offers and sales are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Blue Spa’s business, financial condition, results of operations and prospects may have changed since that date.i

~~Page~~You should -rely 4only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We do not take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

~~Prospectus~~For investors ~~Summary~~outside the United States: We have not taken any action to permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Shares, and the distribution of this prospectus outside the United States.

~~The~~INDUSTRY AND ~~following~~MARKET summary is a shortened version of more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety.DATA

~~Blue~~Unless otherwise ~~Spa~~indicated, isinformation ain ~~startup~~this ~~company~~prospectus ~~engaged~~concerning ineconomic ~~the development~~conditions, ~~production~~our industry, ~~wholesale~~our ~~distribution,~~markets and ~~retail~~our ~~sales~~competitive ofposition is ~~quality~~based ~~natural~~on ~~skin~~a ~~and~~variety ~~body~~of ~~care products~~sources, ~~fitness~~including ~~apparel,~~information ~~and~~from ~~related~~independent ~~accessories. Blue~~industry ~~Spa’s~~analysts ~~objective~~and ispublications, toas ~~develop~~well aas ~~multi-channel~~our ~~concept~~own ~~that~~estimates and ~~will combine a wholesale distribution network with a retail strategy~~research.

~~Blue~~Our estimates ~~Spa~~are ~~plans~~derived tofrom ~~distribute~~publicly available information released by third party sources, as well as data from our internal research, and ~~sell~~are ~~quality~~based ~~natural~~on ~~skin~~such data and ~~body~~our ~~care~~knowledge ~~products,~~of ~~fitness~~our ~~apparel~~industry, ~~and~~which ~~related~~we ~~accessories~~believe to be reasonable. ~~Blue~~ ~~Spa~~The ~~intends~~independent toindustry ~~(1)~~publications used ~~identify~~in ~~and~~this ~~brand~~prospectus ~~quality~~were ~~natural~~not ~~skin~~prepared ~~and~~on ~~body~~our ~~care~~behalf. ~~products~~While ~~for~~we ~~wholesale~~are ~~distribution~~not aware of any misstatements regarding any information presented in this prospectus, forecasts, assumptions, expectations, beliefs, estimates and ~~retail~~projects ~~sales~~involve risk and ~~(2)~~uncertainties ~~develop~~and aare ~~Blue~~subject to ~~Spa~~change ~~line~~based ofon ~~yoga~~various factors, including those described under the headings “Special Note Regarding Forward-Looking Statements” and ~~fitness~~“Risk ~~apparel~~Factors.”

ToFINANCIAL STATEMENT date Blue Spa has raised $17,000 via offerings completed between September 2009 and January 2010. The following table summarizes the date of offering, the price per share paid, the number of shares sold, and the amount raised for these two offerings.PRESENTATION

Closing Date of Offering	Price Per Share Paid	Number of Shares Sold	Amount Raised
September 14, 2009	$0.0005	4,000,000	$2,000
January 29, 2010	$0.005	3,000,000	$15,000

On February 14, 2023, we completed a reverse acquisition, resulting in us becoming the sole holder of 100% of the membership interests in Lithium Harvest ApS, and which resulted in all of the common units being exchanged for shares of our common stock. In this prospectus, we refer to this transaction as the “Exchange Transaction.”

~~Blue~~We have ~~Spa~~made ~~has~~rounding noadjustments ~~revenues,~~to ~~has~~some ~~achieved~~of ~~losses~~the ~~since~~figures ~~inception,~~included ~~has~~in nothis ~~operations~~prospectus. Accordingly, ~~has~~numerical ~~been~~figures ~~issued~~shown aas ~~going~~totals ~~concern~~in some ~~opinion~~tables bymay ~~its~~not ~~auditor~~be ~~and~~an ~~relies~~arithmetic ~~upon~~aggregation ~~the sale~~ of ~~its~~the ~~shares~~figures ofthat ~~common~~precede ~~stock to fund its operations~~them.

~~Name, Address, and Telephone Number of Registrant~~ii

~~Blue Spa Incorporated~~PROSPECTUS SUMMARY

~~26/F~~This summary ~~Building~~highlights Ainformation that we present more fully in the rest of this prospectus. This summary does not contain all of the information you should consider before buying our Shares in this Offering. This summary contains forward-looking statements that involve risks and uncertainties, ~~Times~~such ~~Plaza~~as statements about our plans, objectives, expectations, assumptions or future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” You should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements and the notes to those statements. Unless the context otherwise requires, “SPGX,” “we,” “us,” “our,” and the “Company” refer to Sustainable Projects Group Inc., a Nevada corporation, and its subsidiary following the closing of the Exchange Transaction. Unless the context otherwise requires, all references to “Legacy Lithium Harvest” refer to Lithium Harvest ApS, a Denmark private limited liability company. All references herein to the “Board” refer to the board of directors of the Company.

~~2 Zongfu Road~~Overview

~~Chengdu~~Sustainable Projects ~~610016~~Group Inc. (“SPGX,” ~~China~~“we,” “us,” our” or the “Company”) is a pure-play lithium company focused on supplying high performance lithium compounds to the fast-growing electric vehicle (“EV”) and broader battery markets. We have developed a proprietary technology to extract lithium from oilfield wastewater, which we believe will enable us to manufacture lithium compounds quickly, at an attractive cost, and with a minimal environmental footprint, which we expect to provide us with a competitive advantage over other lithium manufacturers. We believe this competitive advantage will enable us to capitalize on the acceleration of vehicle electrification and renewable energy adoption.

~~Tel:~~We plan 86to start construction of our first two lithium carbonate manufacturing facilities in North Dakota in the second half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-~~28-66847826~~grade lithium compounds at such facilities in the second half of 2025. No assurance can be given that we will be able to establish such facilities or begin manufacturing within this timeframe or at all.

On February 14, 2023, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Legacy Lithium Harvest, and all of the shareholders of Legacy Lithium Harvest (the “Legacy Lithium Harvest Shareholders”). Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares of capital stock of Legacy Lithium Harvest in exchange for issuing to the Legacy Lithium Harvest Shareholders 206,667,233 shares of our common stock. The ~~Offering~~Exchange Transaction closed on February 14, 2023.

~~The~~Prior to ~~following~~the isExchange Transaction, we were a ~~brief~~business ~~summary~~development company engaged in project development and holdings through value-based investments and collaborative partnerships, including a joint venture relationship with Hero Wellness Systems Inc. (“Hero Wellness”) and a purchase agreement with the inventors of the Soy-yer Dough product line. During September 2022, we decided to exit the joint venture with Hero Wellness, and following the Exchange Transaction, we have not made final plans on the Soy-yer Dough project. We impaired our intangible assets associated with this ~~offering~~project as of December 31, 2021.

Securities being offered by selling shareholders:	3,000,000 shares of common stock (These shares are being registered by Blue Spa for resale on behalf of existing shareholders.)
Offering price:	$0.005
Offering period:	The shares are being offered for a period not to exceed 180 days following the effective date of this registration statement.
Net proceeds to Blue Spa:	Nil, as Blue Spa will not be receiving any proceeds from the sale of shares by the selling shareholders.
Use of proceeds:	Not applicable.
Number of shares outstanding before the offering:	7,000,000
Number of shares outstanding after the offering:	7,000,000

Our Technology and Products

~~Page~~Direct -Lithium 5Extraction Technology. Our Direct Lithium Extraction (“DLE”) technology enables us to extract and manufacture lithium compounds from oilfield wastewater in a few hours. Competing technologies typically extract and manufacture lithium compounds from brine or hard rock through processes that take up to two to three years. Our DLE technology also allows us to adjust production according to customer needs, which we believe puts us in a favorable position to meet growing demand.

~~Summary~~Lithium Carbonate ~~Financial~~and ~~Information~~Lithium Hydroxide. We plan to produce battery-grade lithium carbonate and lithium hydroxide for use in high performance lithium-ion batteries for EVs and broader battery markets. We plan to produce both standardized and customer specific compounds.

~~The tables and information below are derived from Blue Spa’s audited financial statements for the year-ended May 31, 2010. Blue Spa had a working capital deficit of $906 as at May 31, 2010.~~1

Financial Summary	May 31, 2010 $
Cash	12,560
Total Assets	12,560
Total Liabilities	13,466
Total Stockholder’s Deficit	(906)

Our Growth Strategy

Statement of Operations	Accumulated From September 4, 2009 (Date of Inception) to May 31, 2010 $	For the Year Ended May 31, 2010 $
Revenue	−	−
Net Loss For the Period	17,906	17,906
Net Loss per Share	0.005	0.005

To fully capitalize on the growing demand for lithium compounds, our growth strategy will involve continued investment in manufacturing facilities, research and development, and our people. Essential features of our growth strategy include:

The book value of Blue Spa’s outstanding common stock was $(0.005) per share as at May 31, 2010.

	●	*Build and expand manufacturing capacities*. We plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota in the second half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of 2025. We plan to continue to invest in manufacturing capacity and aim to have a total manufacturing capacity of approximately 6,000 metric tons of lithium carbonate by the end of 2026.

	●	*Enter new geographic areas and expand North American operations*. We believe that the federal and state governments in the U.S. and international governments will increasingly support the local and sustainable production of critical minerals, including lithium compounds, for the green energy transition. Our first lithium carbonate manufacturing facilities are planned to be established in North Dakota, and we intend to continue to expand our operations in North America in the near term, and eventually expand to Europe.

~~Page~~● Continued investment in research and development and the expansion of our product portfolio. We believe that the continued evolution of battery technologies will require new forms of lithium to be produced. To ensure that we are well-positioned 6to develop new products to keep pace with the evolving battery technology industry, we plan to continue to focus and invest in research and development. Further, we plan to utilize our proprietary technology to expand our product portfolio to also include nickel, magnesium, and vanadium in the future. ● Focus on sustainability. We believe that lithium will continue to be an important component of the green energy transition. Likewise, we believe that there will be a continued and increased focus on responsible lithium production and the Environmental, Social and Governance issues and concerns related to the production of lithium. Operating in a socially conscious, ethical, safe, and sustainable manner is reflected in our core values. Further, we believe that our DLE technology has the lowest environmental footprint of any lithium extraction technology in the industry. We believe that our sustainable extraction technology and our local manufacturing will differentiate us from our competitors and help us build important strategic relationships with customers and other stakeholders. ● Invest in our people. Our business depends on highly specialized research scientists, engineers, a technical sales force, and experienced management. We are committed to investing in our people through training and development. We aim to attract and retain talent by cultivating an inclusive and positive working environment that creates and supports diversity and provides equal opportunity and fairness in our management systems.

Competitive Strengths

We believe the following strengths underpin our ability to grow our business and profitability:

●

Direct Lithium Extraction. Our DLE technology enables us to extract and manufacture lithium compounds from oilfield wastewater in a few hours. Competing technologies typically extract and manufacture lithium compounds from brine and hard rock through a process that takes up to two to three years. Our DLE technology also allows us to adjust production according to customer needs, which we believe puts us in a favorable position to meet growing demand.

●

Stable and readily available lithium feedstock. We use our DLE technology to produce high performance lithium compounds from oilfield wastewater (also referred to as “produced water”). The global oil and gas industry produces more than 250 million barrels of produced water per day, which will provide a stable supply of lithium feedstock. Further, our DLE technology does not require us to acquire land and obtain drilling permits, which we believe will allow us to establish new lithium operations and ramp production quicker than our competitors.

●

Lower capital expenditures. We intend to construct our facilities on the land of our oil and gas partners and next to the oilfield wastewater pipelines. This eliminates the need to acquire land and the associated cost for doing so. Our facilities are based on a modular design, which enables us to achieve significant savings in the construction. We believe that our lower capital expenditures will allow us to ramp production quicker.

	●	*Lower production cost.* Our feedstock is readily available on the surface, which eliminates the cost to establish, run, and maintain wells. Our proprietary pretreatment technology conditions the feedstock before lithium extraction and allows us to achieve higher yields. We intend to do both extraction and refining in the same facility, which would eliminate ground transportation and associated costs for transportation to a secondary manufacturing site. We believe that our low cost of production will provide us with a competitive advantage.

	●	*Minimal project risk.* Competing technologies require comprehensive environmental studies and permits and it typically take up to 10 to 12 years to bring new lithium operations online. Our technology is based on a modular design and as our feedstock is readily available on the surface, we expect to be able to bring new projects online in just 12 to 18 months with no risk of not obtaining permits to drill. As part of our feedstock agreements, we are obligated to return wastewater from our operations to our partners, which eliminates the risk of not obtaining disposal permits.

●

Local manufacturing. We plan to produce our products as close to our customers as possible. We believe that governments will be increasingly focused on the local supply of critical minerals, and recent regulatory developments in our geographical focus areas strongly incentivize consumers, battery, and vehicle manufacturers to source locally produced lithium products.

●

Sustainable production. Competing technologies typically use large amounts of water and chemicals in the manufacturing process as well as emit large amounts of CO₂. Our technology saves up to 500,000 gallons of water and 15,000 kg of CO₂per metric ton of lithium carbonate produced compared to traditional mining technologies, which we believe will be an increasingly important sales parameter.

Our Market

The market for battery grade lithium compounds is global, and we plan to sell our products worldwide. Based on estimates by Benchmark Minerals, lithium demand is forecasted to rise from 350,000 tons in 2020 to more than 3 million tons in 2030 and over 7 million tons in 2040, with a positive long-term price trend estimate in excess of $15,000 per ton for battery-grade lithium carbonate and lithium hydroxide from 2025 to 2040. We believe that the continued electrification of transportation and transition to renewable energy sources will support continued significant growth in demand for lithium compounds over the next decade.

Intellectual Property

Our success depends in part upon our ability to protect and use our DLE technology and the intellectual property rights related to our DLE technology.

On February 8, 2023, we received a “Grant Approval” notification from the Danish Patent and Trademark Office. This patent, which covers the extraction of minerals such as lithium from oilfield wastewater, will expire in 2042. On September 21, 2023, we submitted a Patent Cooperation Treaty (“PCT”) application. The PCT application was published on April 4, 2024, and we believe this further strengthens our patent portfolio.

Further, we have a pending application for a U.S. patent, which also covers the extraction of minerals such as lithium from oilfield wastewater. We expect this patent to be granted in the third quarter of 2024. If granted, we expect this patent will expire in 2042.

Listing on the NYSE

Our common stock is currently quoted on the OTC Pink under the symbol “SPGX.” In connection with this Offering, we are applying to list our common stock on the NYSE under the symbol “LIHV.” If our listing application is approved, we expect to list our common stock on the NYSE upon consummation of the Offering, at which point our common stock will cease to be traded on the OTC Pink. No assurance can be given that our listing application will be approved. The NYSE listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet the NYSE listing requirements, including but not limited to a reverse split of our outstanding common stock (as further discussed below). There can be no assurance that our common stock will be listed on the NYSE.

Reverse Stock Split

Prior to the Offering, and subject to receiving stockholder approval, we intend to effect a reverse stock split within the range of 1-for-20 to 1-for-100 of our issued and outstanding shares of common stock. The reverse stock split will not impact the number of authorized shares of common stock which will remain at 500,000,000 shares. The share and per share information in this prospectus does not reflect the proposed reverse stock split of the issued and outstanding shares of our common stock to occur on or immediately following the effective date of the registration statement of which this prospectus forms a part. This prospectus will be amended by an amendment to this registration statement to reflect the reverse stock split ratio and the effect of such reverse stock split.

Recent Developments

Name Change

Prior to the Offering, and subject to receiving stockholder approval, we intend to change our name to “Lithium Harvest, Inc.”

Private Financings

Between March 30, 2023 and December 6, 2023, we entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”), pursuant to which we issued 1,500,000 shares of common stock at $0.25 per share on August 18, 2023, 4,006,000 shares of common stock at $0.35 per share on August 18, 2023 and 3,341,000 shares of common stock at $0.35 per share on December 22, 2023 (collectively, the “Private Placement Shares”). In total, 8,847,000 Private Placement Shares were purchased by the Investors, resulting in aggregate gross proceeds to the Company of $2,946,450. Each of the Purchase Agreements contains representations, warranties and covenants made by the Company that are customary for transactions of this type.

North Dakota Facility I

We have entered into a lithium feedstock supply agreement with a leading midstream water management company. Pursuant to the supply agreement, we intend to establish a manufacturing facility in North Dakota with an annual capacity of 1,300 metric tons of lithium carbonate. As part of the feedstock supply agreement, we have obtained a sub-lease agreement which allows our lithium extraction facility to be co-located at the produced water collection site. The facility is initially expected to become operational in the second half of 2025. The facility will utilize the Company’s proprietary lithium technology and will be constructed well-side to further reduce its environmental footprint.

North Dakota Facility II

We have entered into a second lithium feedstock supply agreement with a leading midstream water management company. Pursuant to the supply agreement, we intend to establish a second manufacturing facility in North Dakota with an annual capacity of 1,500 metric tons of lithium carbonate. As part of the feedstock supply agreement, we have obtained a sub-lease agreement which allows our lithium extraction facility to be co-located at the produced water collection site. The facility is initially expected to become operational in the second half of 2025. The facility will utilize the Company’s proprietary lithium technology and will be constructed well-side to further reduce its environmental footprint.

Summary Risk Factors

Our ability to execute on our business strategy is subject to a number of risks, which are discussed more fully in the section titled “Risk Factors.” You should carefully consider these risks before making an investment in our common stock. These risks include, among others, the following:

Risks Related to Our Business

	●	Demand and market prices for lithium will greatly affect the value of our investment in our lithium projects and our ability to develop them successfully.
	●	There is risk to the growth of lithium markets.
	●	Fluctuating construction costs can impact our business.
	●	Our inability to protect our intellectual property rights, or being accused of infringing on intellectual property rights of third parties, could have a material adverse effect on our business, financial condition and results of operations.
	●	If we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business.
	●	The development of non-lithium battery technologies could adversely affect our business.

Risks Related to Our Financial Condition

	●	We will need to raise additional capital to fund ongoing operations, and such capital raising may be costly or difficult to obtain and could dilute our stockholders’ ownership interests.
	●	Our required capital expenditures can be complex, may experience delays or other difficulties, and the costs may exceed our estimates.
	●	Our business and financial results may be adversely affected by various legal and regulatory proceedings.

Risks Related to Our Securities

	●	The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell the shares of common stock when you want or at prices you find attractive.
	●	Future sales of our common stock in the public market or the issuance of our common stock or securities convertible into common stock could depress the price of our common stock.
	●	Our common stock is not currently traded at high volumes, and you may be unable to sell at or near ask prices if you need to sell or liquidate a substantial number of shares at one time.

Risks Related to this Offering and our Reverse Stock Split

	●	Resales of our common stock being offered in this Offering in the public market may cause the market price of our common stock to fall.
	●	Our management will have broad discretion over the use of the net proceeds from this Offering, you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.
	●	You will experience immediate and substantial dilution in the book value per Share you purchase.
	●	There can be no assurances that our common stock will be listed on the NYSE or, if listed, will not be subject to potential delisting if we do not continue to maintain the listing requirements of the NYSE.
	●	The offering price per Share in this Offering is not an indication of the fair value of our common stock.
	●	Our reverse stock split may not result in a proportional increase in the per share price of our common stock.
	●	If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

General Risk Factors

	●	Adverse conditions in the global economy, and volatility and disruption of financial markets, can negatively impact our business and results of operations.
	●	Our business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions.
	●	Natural disasters or other unanticipated catastrophes could impact our results of operations.
	●	Our insurance may not fully cover all potential exposures.
	●	We may be exposed to certain regulatory and financial risks related to climate change.
	●	We may become party to litigation or other proceedings.
	●	We may have certain conflicts of interest.

Corporate Information

Our principal executive offices are located at Tankedraget 7, Aalborg, Denmark DK-9000. Our telephone number is 305-814-2915. Our websites are www.lithiumharvest.com and www.spgroupe.com. Information contained on our websites is not a part of this prospectus and the inclusion of our website addresses in this prospectus is an inactive textual reference only.

THE OFFERING

Issuer		Sustainable Projects Group Inc.

Shares offered by us		We are offering up to Shares of common stock (or Shares of common stock if the underwriters exercise their option to purchase additional Shares in full).

Common stock to be outstanding immediately after this Offering⁽¹⁾		shares of common stock.

Over-allotment option		We have granted to the underwriters an option, exercisable within 30 days after the closing of this Offering, to purchase up to an additional Shares at the public offering price, less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the Offering of the Shares by this prospectus.

Use of proceeds		We estimate the proceeds from this Offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $ million (or $ million if the underwriters exercise their option to purchase additional Shares in full), assuming a public offering price of $ per Share, which is the midpoint of the price range on the cover page of this prospectus. We intend to use the net proceeds for working capital and general corporate purposes, which include, but are not limited to, establishing our first lithium extraction plant(s). See “Use of Proceeds” for more information.

Underwriter compensation		In connection with this Offering, the underwriters will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of common stock in the Offering. We will also reimburse the underwriters for certain actual out-of-pocket expenses related to the Offering. See “Underwriting.”

Current market for our shares		Our common stock is currently quoted on the OTC Pink under the symbol “SPGX”. However, the trading market for our common stock is sporadic and extremely limited.

Proposed NYSE trading symbol and listing		In connection with this Offering, we are applying to list our common stock on the NYSE under the symbol “LIHV.” No assurance can be given that such listing will be approved or that a liquid trading market will develop for our common stock.

Reverse stock split		Prior to the Offering, and subject to receiving stockholder approval, we intend to effect a reverse stock split within the range of 1-for-20 to 1-for-100 of our issued and outstanding shares of common stock. All share and per share information in this prospectus does not reflect the proposed reverse stock split of the issued and outstanding shares of our common stock to occur on or immediately following the effective date of the registration statement of which this prospectus forms a part.

Risk factors

Investing in our common stock involves a high degree of risk and purchasers of our common stock may lose part or all of their investment. See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Lock-up agreements		All of our directors and executive officers expect to enter into lock-up agreements in connection with this Offering, pursuant to which, subject to certain exceptions, they agreed not to sell or otherwise dispose of their shares of common stock or any securities convertible into or exchangeable for common stock for a period of at least days after the date of this prospectus without the prior written consent of the underwriters. See “Underwriting—Lock-Up Agreements.”

Transfer agent and registrar		Empire Stock Transfer Inc.

⁽¹⁾The number of shares of our common stock to be outstanding immediately after this Offering is based on shares of our common stock outstanding as of , 2024, but does not include:

	●	shares of our common stock that are reserved for equity awards under the Company’s 2023 Equity Incentive Plan (the “Incentive Plan”);
	●	shares of common stock issuable upon the vesting of outstanding restricted stock units (“RSUs”); and
	●	Shares issuable upon the exercise of the underwriters’ option to purchase additional Shares in this Offering.

Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ option to purchase additional Shares in this Offering.

SUMMARY FINANCIAL INFORMATION

The following tables summarize our consolidated financial data for our business. We have derived the summary consolidated statements of operations and comprehensive loss and balance sheet data as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 from our interim consolidated financial statements and related notes included elsewhere in this prospectus. We have derived the summary consolidated statements of operations and comprehensive loss and balance sheet data as of December 31, 2023 and for the years ended December 31, 2023 and 2022 from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The interim consolidated financial statements, in management’s opinion, have been prepared on the same basis as the audited financial statements and the related notes included elsewhere in this prospectus, and include all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of the information for the periods presented. Our financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of our future results. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information contained under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022

Operating and administrative expenses
Advertising and promotion	$	33,391		$	-
Amortized right of use assets		178,022			-
Consulting fees		104,988			-
Depreciation		33,659			-
General and administrative expenses		57,393			2,192
Interest on lease		134,324			-
Management fees		775,165			108,190
Office maintenance and utilities		128,651			-
Professional fees		329,116			102,777
Rent		58,823			-
Stock based compensation		492,708			-
Travel expenses		108,087			9,785
Vehicle expense		46,500			-
Wages and salaries		516,926			-

Total operating and administrative expenses		2,997,753			222,944

Operating loss before other items		(2,997,753	)		(222,944	)
Miscellaneous income		251,089			-
Interest expense		(1,288	)		-
Net Loss		(2,747,952	)		(222,944	)
Translation loss		(44,375	)		(4,585	)

Net loss and comprehensive loss, attributed to shareholders	$	(2,792,327	)	$	(227,529	)

Basic and diluted loss per share	$	(0.011	)	$	(4.551	)
Weighted average number of common shares outstanding		254,941,752			50,000

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three			For the Three
	Months Ended			Months Ended
	March 31, 2024			March 31, 2023

Operating Expenses
Administrative and other operating expenses		101,030			19,064
Advertising and marketing		2,147			-
Depreciation		10,212			770
Amortization of ROU Assets		59,516			-
Management fees		267,581			201,591
Professional fees		77,942			83,308
Rent expense		-			49,607
Operating expenses		42,889			-
Wages and salaries		145,329			53,476
Travel expenses		29,718			7,018
Vehicle expenses		23,953			-
Lease liability expense		42,688			-
Research and development expense		7,770			-
Stock based payments		148,195			-
		958,970			414,834

Operating loss before other items		(958,970	)		(414,834	)
Miscellaneous income		87,172			21,574
Interest (expense) income		(810	)		1,228

Net loss		(872,608	)		(392,032	)
Comprehensive gain (loss) - translation		51,820			(4,898	)

Net loss and comprehensive loss attributed to shareholders	$	(820,788	)	$	(396,930	)

Loss per share of common stock
-Basic and diluted	$	(0.003	)	$	(0.003	)
Weighted average no. of shares of common stock
-Basic and diluted		296,037,813			147,958,345

		As of March 31, 2024		As of December 31, 2023
Balance Sheet Data
Cash and cash equivalents	$	399,945		$	847,724,
Working deficit		(876,027	)		(205,103	)
Total assets		2,393,357			3,069,604
Total liabilities		3,007,058			3,010,712
Total common stock		296,037,813			296,037,813
Total stockholders’ (deficit) equity		(613,701	)		58,892

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in this prospectus. Important factors that may cause actual results to differ from projections include, but are not limited to, for example:

	●	changes in economic and business conditions;
	●	estimates of and volatility in lithium prices or demand for lithium;
	●	our limited operating history in the lithium industry;
	●	availability of raw materials;
	●	increases in the cost of raw materials and energy;
	●	the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries;
	●	changes in our market in general;
	●	the occurrence of regulatory actions, proceedings, claims or litigation;
	●	changes in laws and government regulations impacting our operations;
	●	the effects of climate change, including any regulatory changes to which we might be subject;
	●	hazards associated with chemicals manufacturing;
	●	changes in accounting standards;
	●	our ability to access capital and the financial markets;
	●	volatility and uncertainties in the debt and equity markets;
	●	the development of an active trading market for our common stock;
	●	the occurrence of cyber-security breaches, terrorist attacks, industrial accidents or natural disasters;
	●	technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks;
	●	recruiting, training and developing employees;
	●	our failure to successfully execute our growth strategy, including any delays in our future growth;
	●	our ability to begin construction of our manufacturing facilities as planned;
	●	our ability to enter into supply and other vendor agreements necessary to sustain our operations;
	●	decisions we may make in the future;and
	●	other specific risks that may be referred to in this prospectus.

All statements, other than statements of historical facts, included in this prospectus regarding our strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. When used in this prospectus, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this prospectus are reasonable, we cannot assure stockholders and potential investors that these plans, intentions, or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and elsewhere in this prospectus. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Information regarding market and industry statistics contained in this prospectus is included based on information available to us that we believe is accurate. It is generally based on publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements, except as required by federal securities laws. See “Risk Factors” for a more detailed discussion of uncertainties and risks that may have an impact on our future results.

Risk Factors

AnRisks Related ~~investment in the common stock of Blue Spa involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition~~ to ~~other~~Our information in this prospectus in evaluating Blue Spa and its business before purchasing shares of Blue Spa‘s common stock. Blue Spa’s business, operating results and financial condition could be seriously harmed due to any of the following known material risks. The risks described below are not the only ones facing Blue Spa. Additional risks not presently known to Blue Spa may also impair its business operations. You could lose all or part of your investment due to any of these risks.Business

~~Risks~~Demand and ~~associated~~market ~~with~~prices ~~Blue~~for ~~Spa’s~~lithium ~~business:~~will greatly affect the value of our investment in our lithium projects and our ability to develop them successfully.

1The prices of commodities vary on a daily basis. ~~Because~~Price ~~Blue~~volatility ~~Spa~~could ~~has~~have ~~only~~dramatic ~~recently~~effects ~~commenced~~on ~~business~~the results of operations and our ability to execute our business plan. The year 2023 saw significant fluctuations in lithium prices from the highs of around $80,000 ~~Blue~~per ~~Spa~~ton ~~faces~~to levels aof ~~high~~around ~~risk~~$13,500 per metric ton as of ~~business~~the ~~failure~~end of 2023. While lithium prices have recovered somewhat in 2024, there are no guarantees that the price of lithium carbonate will remain stable or increase. The price of lithium materials may also be reduced by the discovery of new lithium deposits and ~~this~~production methods, which could ~~result~~not inonly increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms into the lithium industry that could compete with us. Even if commercial quantities of lithium are produced by us, there is no guarantee that a ~~total~~profitable ~~loss~~market will exist for the sale of ~~your~~the lithium. ~~investment~~The development of our projects will be significantly affected by changes in the market price of lithium-based end products, such as lithium carbonate and lithium hydroxide. Factors beyond our control may affect the marketability of any lithium produced. The prices of various metals have experienced significant movement over short periods of time and are affected by numerous factors beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for lithium is affected by various factors, including, among others, political events, economic conditions and production costs in major producing regions. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from our projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the availability of customers may also decrease. We may not be able to effectively mitigate against pricing risks for our products. Depressed pricing for our products will affect the level of revenues expected to be generated by us, which in turn could affect our value, share price and the potential value of our properties. There can be no assurance that the price of lithium will be such that it can be produced at a profit.

~~Blue~~Competition within ~~Spa~~our ~~has~~industry ~~recently~~may ~~begun~~adversely ~~the~~affect ~~initial~~our ~~phases~~businesses ~~of its plan of operations,~~ and ~~thus~~results has no way to evaluate the likelihood whether Blue Spa will be able to operate its business successfully. Blue Spa was incorporated on September 4, 2009 and to date has been involved primarily in organizational activities, obtaining financing and market research. Blue Spa has not earned any revenues and Blue Spa has never achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new wholesale and retail companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the start-up of a wholesale / retail business that Blue Spa plans to undertake. These potential problems include, but are not limited to, unanticipated problems relating to start-up and additional costs and expenses that may exceed current estimates. Blue Spa has no history upon which to base any assumption as to the likelihood that its business will prove successful, and Blue Spa can provide no assurance to investors that Blue Spa will generate any operating revenues or ever achieve profitable operations. ~~If Blue Spa is unsuccessful in addressing these risks its business will likely fail and you will lose your entire investment in this offering.~~

2We face strong competition from companies in connection with the production of lithium. ~~Because~~Many ~~Blue~~of ~~Spa~~these ~~has~~companies ~~only~~have ~~recently~~greater ~~commenced~~financial ~~business~~resources, operational ~~operations~~experience and technical capabilities than us, ~~Blue~~and ~~Spa~~as ~~expects~~a result, our competitors may be able to ~~incur~~produce ~~operating~~and ~~losses~~sell ~~for~~lithium ~~the~~at a ~~foreseeable~~lower ~~future~~cost than us. Consequently, our prospects, revenues, operations and financial condition could be materially adversely affected.

~~Blue~~There is ~~Spa~~risk ~~has never earned any revenue and Blue Spa has never been profitable. Prior~~ to ~~completing~~the ~~its~~growth ~~first three phases~~ of ~~its~~lithium ~~plan of operations, Blue Spa may incur increased operating expenses without realizing any revenues from its business operation~~markets. ~~This could cause Blue Spa to fail and you will lose your entire investment in this offering.~~

3Our lithium business is significantly dependent on the continued growth in demand for lithium batteries for EVs and energy storage. ~~Blue~~To ~~Spa~~the extent ~~does~~that such development, adoption and growth do not ~~have~~occur ~~sufficient~~in ~~funds~~the tovolume ~~complete~~and/or ~~each~~manner ~~phase~~that ofwe ~~its~~contemplate, ~~proposed~~including ~~plan~~for reasons described under the heading “The development of ~~operation~~non-lithium ~~and~~battery astechnologies acould ~~result~~adversely affect us” above, the long-term growth in the markets for lithium products may be adversely affected, which would have toa ~~suspend~~material ~~operations~~adverse effect on our business, financial condition and operating results.

~~Each~~Our business ~~of the phases of Blue Spa’s plan of operation~~ is ~~limited~~subject ~~and~~to ~~restricted~~hazards bycommon ~~the amount of working capital that Blue Spa has and is able~~ to ~~raise~~chemical ~~from financings~~ and ~~generate~~natural ~~from~~resource ~~business~~extraction ~~operations. Blue~~businesses, ~~Spa~~any ~~currently does not have sufficient funds to complete each phase~~ of ~~its~~which ~~proposed~~could ~~plan~~injure ofour ~~operation~~employees or ~~and~~other ~~management expects that Blue Spa will not satisfy its cash requirements for the next 12 months. As a result~~persons, ~~Blue~~damage ~~Spa~~our ~~may~~facilities ~~have to suspend~~ or ~~cease~~other ~~its~~properties, ~~operations~~interrupt onour ~~one~~production orand ~~more~~adversely ~~phases~~affect ofour ~~its~~reputation ~~proposed~~and ~~plan~~ results of ~~operation~~operations. ~~As of May 31, 2010, Blue Spa had $12,560 in cash.~~

~~Until~~Our business ~~Blue~~is ~~Spa~~subject isto ~~able~~hazards common to ~~generate~~chemical ~~any~~manufacturing, ~~consistent~~storage, handling and ~~significant~~transportation, ~~revenue~~as itwell ~~will~~as benatural ~~required~~resource toextraction, including ~~raise~~explosions, ~~the~~fires, ~~required~~severe ~~funds~~weather, bynatural ~~way~~disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation, chemical spills, discharges or releases of ~~equity~~toxic or ~~debt~~hazardous ~~financing~~substances or gases and other risks. ~~Blue~~ ~~Spa~~These ~~intends~~hazards tocan ~~finance~~cause personal ~~its~~injury ~~plan~~and loss of ~~operation~~life ~~with~~to ~~private~~our ~~loans~~employees and ~~equity~~other ~~financing~~persons, ~~initially~~severe ~~and~~damage ~~then~~to, ~~with~~or ~~revenues~~destruction ~~generated~~of, ~~from~~property ~~its~~and ~~business~~equipment ~~operations~~and environmental contamination. If ~~Blue~~In ~~Spa~~addition, ~~cannot~~the ~~raise~~occurrence ~~the~~of ~~funds~~disruptions, ~~necessary~~shutdowns or other material operating problems at our facilities due to ~~proceed~~any itof these hazards may ~~have~~diminish our ability to ~~suspend~~meet our output goals. Accordingly, these hazards and their consequences could adversely affect our reputation and have a material adverse effect on our operations ~~until~~as ita ~~has~~whole, ~~sufficient~~including ~~capital~~our results of operations and cash flows, both during and after the period of operational difficulties.

~~4. Blue Spa’s auditors have expressed substantial doubt about Blue Spa’s ability to continue as a going concern.~~11

~~The~~Our business ~~accompanying~~is ~~financial~~subject ~~statements have been prepared assuming that Blue Spa will continue as a going concern. As discussed in Note 2~~ to ~~the financial statements, Blue Spa was recently incorporated on September 4, 2009, and does not have~~ a ~~history~~number of ~~earnings,~~operational ~~and as a result, Blue Spa’s auditor has expressed substantial doubt about the ability of Blue Spa to continue as a going concern~~risks. Continued operations are dependent on Blue Spa’s ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Blue Spa’s financial statements do not include any adjustments that may result from the outcome of this uncertainty.

5.We are ~~Because~~subject ~~Blue~~to ~~Spa~~a ~~holds~~number aof ~~significant~~operational ~~portion~~risks ofand ~~its~~may ~~cash~~not ~~reserves~~be inadequately ~~United~~insured ~~States~~for ~~dollars~~certain risks, ~~Blue~~including, ~~Spa~~among others, environmental contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may involve ~~experience~~hazardous ~~weakened~~materials, ~~purchasing~~labor ~~power~~disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in ~~Chinese~~the regulatory ~~yen~~environment, ~~terms~~the impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

~~Blue~~There is ~~Spa~~no ~~holds~~assurance athat ~~significant~~the ~~portion~~foregoing ofrisks ~~its~~and ~~cash~~hazards ~~reserves~~will innot ~~United~~result ~~States~~in ~~dollars. Due~~damage to ~~foreign exchange rate fluctuations~~, ~~the~~or ~~value~~destruction of, ~~these~~our ~~United~~property, ~~States~~personal ~~dollar~~injury ~~reserves~~or death, ~~can~~environmental ~~result~~damage, inincreased ~~both~~costs, ~~translation~~monetary ~~gains or~~ losses inand ~~Chinese~~potential ~~Yuan~~legal ~~terms. If~~liability ~~there~~and ~~was~~adverse togovernmental beaction. aThese ~~significant~~factors could ~~decline~~all inhave ~~the~~an ~~United~~adverse ~~States~~impact ~~dollar~~on ~~versus~~our ~~the~~future ~~Chinese~~cash ~~Yen~~flows, ~~Blue~~earnings, ~~Spa’s~~results USof ~~dollar~~operations ~~purchasing~~and ~~power~~financial ~~in Chinese Yen would also significantly decline~~condition. ~~Blue Spa has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.~~

~~Page~~The resource -extraction 7business is cyclical in nature.

6.The resource Asextraction ~~Blue~~business ~~Spa~~and ~~outsources~~ the ~~manufacturing~~marketability of ~~its~~the products it produces are affected by worldwide economic cycles. At the present time, ~~Blue~~the ~~Spa~~significant demand for lithium and other commodities in many countries is ~~dependent~~driving ~~upon~~increased ~~those~~prices, ~~manufacturers~~but it is difficult to assess ~~manufacture~~how ~~Blue~~long ~~Spa’s~~such ~~products~~demand inmay acontinue. ~~timely~~Fluctuations in supply and ~~cost-efficient~~demand ~~manner~~of ~~while~~resources ~~maintaining~~in avarious ~~minimum~~regions ~~level~~throughout ofthe ~~quality~~world are common.

~~Because~~As our ~~Blue~~business ~~Spa~~is ~~relies~~in onthe ~~independent~~development ~~manufacturers~~stage ~~to produce most of its products, Blue Spa’s sales~~ and ~~profitability~~as ~~may~~we bedo ~~adversely~~not ~~affected~~carry ifon ~~those~~commercial-scale ~~independent~~production ~~manufacturers~~activities, ~~fail~~our ability to ~~meet~~fund ~~pricing,~~ongoing development ~~product~~is ~~quality~~affected ~~and~~by ~~timeliness~~the ~~requirements~~availability orof iffinancing ~~Blue~~which ~~Spa~~ is, ~~unable~~in toturn, ~~obtain~~affected ~~some~~by ~~components~~the ~~used~~strength inof ~~its~~the ~~products~~economy ~~from~~and ~~limited~~other ~~supply~~general economic ~~sources~~factors.

~~Blue~~Electronic vehicle ~~Spa~~regulations is continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, this requires the outsourcing of functions or parts of functions that can be performed more effectively by external service providers. These include certain manufacturing and ~~distribution~~economic ~~functions. While~~incentives management believes Blue Spa conducts the appropriate due diligence before entering into agreements with the outsourcing entities, the failure of one or more entities to provide the expected services, provide them on a timely basis, or to provide them at the prices management expects or requires may ~~have~~impact aour ~~material adverse effect on Blue Spa’s results of operations or financial condition~~business.

7.Demand for ~~Third~~lithium-based ~~party~~end ~~distributors~~products, ~~will~~such ~~deliver~~as ~~Blue~~lithium-ion ~~Spa’s~~batteries ~~products~~for use in EVs, may be impacted by changes to government regulation and economic incentives. Government and economic incentives that support the ~~loss~~development and adoption of ~~these~~EVs ~~distributors~~in the U.S. and abroad, including certain tax exemptions, tax credits and rebates, may be reduced, eliminated or aexhausted ~~disruption~~from time to time. For example, previously available incentives favoring EVs in areas including Canada, Germany, Hong Kong, and California have expired or ~~interruption~~were cancelled or made temporarily unavailable, and in some cases were not replaced or reinstituted. Any similar developments, including as a result of the ~~distribution~~upcoming U.S. ~~system~~presidential ~~may~~and ~~adversely~~congressional ~~affect~~elections ~~Blue~~in ~~Spa’s~~November ~~business~~2024, could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on us and our projects.

~~Blue~~Our business ~~Spa~~depends ~~will rely~~ on ~~distribution~~adequate ~~facilities and distribution centers operated by third-party vendors for substantially all of its product distribution~~infrastructure. The loss of multiple or key distributors or a significant disruption or interruption in the supply chain could have a material adverse effect on the sale of Blue Spa’s products. Furthermore, increases in the costs of products may adversely affect Blue Spa’s profit margins if Blue Spa is unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies in marketing and sale of its products. If Blue Spa encounters problems with its distribution system, the Blue Spa’s ability to meet customer expectations, manage inventory, complete sales, and achieve objectives for operating efficiencies could be harmed.

8Resource extraction activities depend on adequate infrastructure. ~~Blue~~Reliable ~~Spa’s~~roads, ~~success~~bridges, ~~will~~and ~~depend~~power sources are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, insabotage, ~~part~~or community, ongovernment or other interference in the ~~quality~~maintenance ~~and~~or ~~safety~~provision of ~~the~~such ~~products~~infrastructure itcould ~~develops~~adversely affect our operations, ~~sells~~financial condition and ~~delivers~~results toof ~~its customers~~operations.

~~Blue~~Fluctuating construction ~~Spa’s~~costs ~~success~~can ~~depends,~~impact inour part, on the quality and safety of the products. If the products are found to be defective or unsafe, or if they otherwise fail to meet Blue Spa’s customers’ standards, Blue Spa’s relationship with its customers could suffer, Blue Spa could lose market share, and Blue Spa could become subject to liability claims, any of which could result in a material adverse effect on Blue Spa’s business~~, results of operations, and financial condition~~.

~~Additionally,~~As a ifresult ~~defects~~of in the ~~manufacture~~substantial ofexpenditures ~~Blue~~involved ~~Spa’s~~in ~~products~~resource ~~are~~extraction ~~not~~development ~~discovered~~projects, ~~until~~developments ~~after~~are ~~such~~prone ~~products~~to ~~are~~material ~~purchased~~cost overruns byversus ~~the~~budget. ~~customers,~~The ~~Blue~~capital ~~Spa’s~~expenditures ~~customers~~and ~~could~~time ~~lose~~required ~~confidence~~to indevelop ~~the~~new ~~technical~~projects ~~attributes~~are ofconsiderable ~~the~~and ~~products~~changes ~~and,~~in ascost aor ~~result,~~construction schedules ~~Blue~~can ~~Spa’s~~significantly ~~operations~~increase ~~could~~both ~~suffer~~the time and ~~its~~capital ~~business~~required ~~may~~to bebuild ~~harmed~~the project.

9.Construction costs ~~Blue~~and ~~Spa~~timelines ~~will~~can ~~rely~~be onimpacted ~~third-party~~by ~~suppliers~~a towide ~~provide~~variety ~~raw~~of ~~material~~factors, ~~for~~many ~~Blue~~of ~~Spa’s~~which ~~products,~~are ~~and~~beyond ~~Blue~~our ~~Spa~~control. ~~will~~These ~~have~~include, but are not limited to, ~~control~~weather ~~over~~conditions, ~~the~~ground ~~suppliers~~conditions, availability of material required for construction, availability and ~~may~~performance ~~not~~of becontractors and ~~able~~suppliers, toinflation, ~~obtain~~delivery ~~quality~~and ~~products~~installation onof aequipment, ~~timely~~design ~~basis~~changes, oraccuracy inof ~~sufficient~~estimates ~~quantity~~and availability of accommodations for the workforce.

Blue Spa does will not manufacture its products or the raw materials for manufacturing them. Instead, Blue Spa will rely on third-party suppliers to provide the required raw materials. Many of the specialty fabrics used in Blue Spa’s fitness apparel will be a technically advanced textile product developed and manufactured by third parties and may be available, in the short-term, from only one or a very limited number of sources.12

IfProject development ~~Blue~~schedules Spa experiences significant increased demand, or need to replace an existing supplier, there can be no assurance that additional supplies of raw materials or fabrics will be available when required on terms that are acceptable to Blue Spa, or at all, or that any supplier would allocate sufficient capacity to Blue Spa in order to meet Blue Spa’s requirements or fill its orders in a timely manner. Even if Blue Spa is able to expand existing or find new supplier or fabric sources, Blue Spa may encounter delays in production and added costs as a result of the time it takes to train the new suppliers in Blue Spa’s methods, products and quality control standards. Delays related to supplier changes could also ~~arise~~dependent ~~due~~on toobtaining ~~an increase in shipping times if new suppliers are located farther away from Blue Spa’s markets or from other participants in~~ the ~~supply~~governmental ~~chain. Any~~approvals ~~delays,~~necessary ~~interruption~~for ~~or increased costs in~~ the ~~supply~~operation of ~~raw~~a ~~materials~~project. orThe ~~fabric for the products could have an adverse effect on Blue Spa’s ability~~ timeline to ~~meet~~obtain ~~customer~~these ~~demand~~government ~~for~~approvals ~~the~~is ~~products~~often ~~and~~beyond ~~may~~our ~~result in lower net revenue and income from operations both in the short and long-term~~control.

InOur business ~~addition,~~could ~~there can~~ be noadversely ~~assurance~~affected ~~that~~by ~~the suppliers will continue to provide fabrics and raw materials that comply with Blue Spa’s technical specifications and quality standards. In the future~~environmental, ~~Blue~~health Spa may receive, shipments of products that fail to comply with the technical specifications or that fail to conform to the quality control standards. If Blue Spa is unable to obtain replacement products in a timely manner, Blue Spa risks the loss of net revenue resulting from the inability to sell those products and ~~related~~safety ~~increased~~laws ~~administrative~~ and ~~shipping costs~~regulations.

~~Page~~The nature of our business exposes us to risks of liability under environmental laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury if released into the environment. In the jurisdictions in which we operate, or plan to operate, we are or will be subject to numerous U.S. and non-U.S. 8national, federal, state and local environmental, health and safety laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances may be imposed in many situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible party may be held liable for more than its share of the losses involved, or even the entire loss). Such liabilities may also be imposed on many different entities, including, for example, current and prior property owners or operators, as well as entities that arranged for the disposal of the hazardous substances. Such liabilities may be material and can be difficult to identify or quantify.

~~Risks~~Further, some ~~associated~~of the raw materials we handle are subject to government regulation. These regulations affect the manufacturing processes, handling, uses and applications of our products. In addition, our production facilities require numerous operating permits. Due to the nature of these requirements and changes in our operations, our operations may exceed limits under permits or we may not have the proper permits to conduct our operations. Ongoing compliance with ~~Blue~~such ~~Spa’s~~laws, ~~industry:~~regulations and permits is an important consideration for us, and we expect to incur substantial capital and operating costs in our compliance efforts. Compliance with environmental laws generally increases the costs of manufacturing, registration/approval requirements, transportation and storage of raw materials and finished products, and storage and disposal of wastes, and could have a material adverse effect on our results of operations. We may incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising under these laws or permit requirements. Furthermore, environmental laws are subject to change and have become increasingly stringent in recent years. We expect this trend to continue and to require materially increased capital expenditures and operating and compliance costs.

~~10.~~We are ~~Any~~subject ~~new laws or regulations relating~~ to ~~Blue~~extensive ~~Spa’s~~foreign ~~business~~government orregulation ~~any~~that ~~new~~can ~~interpretations~~negatively ~~of existing laws could have a negative~~ impact onour ~~Blue Spa’s~~ business ~~operations~~.

~~Currently,~~We are ~~other~~subject ~~than~~to government regulation in non-U.S. jurisdictions in which we conduct our business, ~~and~~including ~~operations~~Denmark, ~~licenses~~among ~~applicable~~others. toThese jurisdictions ~~most~~may ~~commercial~~have ~~ventures~~different tax codes, ~~Blue~~environmental ~~Spa~~regulations, islabor ~~not~~codes ~~required~~and legal frameworks, which add complexity to ~~obtain~~our compliance ~~any~~with ~~governmental~~these ~~approval~~regulations. The requirements for ~~its~~compliance ~~business~~with ~~operations. However,~~these ~~there~~laws ~~can~~and regulations may be nounclear ~~assurance~~or ~~that~~indeterminate ~~current~~and may involve significant costs, including additional capital expenditures or ~~new~~increased operating expenses, or require changes in business practice, in each case that could result in reduced profitability for our business. Our having to comply with these foreign laws or regulations may ~~will~~provide a competitive advantage to competitors who are not, subject to comparable restrictions or prevent us from taking advantage of growth opportunities. Determination of noncompliance can result in ~~the~~penalties ~~future,~~or ~~impose~~sanctions ~~additional~~that ~~fees~~could ~~and~~also ~~taxes~~adversely onimpact ~~Blue~~our ~~Spa~~operating results and ~~its~~financial ~~business operations~~condition.

~~Blue~~Our inability ~~Spa’s business is subject~~ to ~~numerous~~protect ~~laws,~~our ~~regulations~~intellectual ~~and~~property ~~policies. Changes in the laws~~rights, ~~regulations and policies, including the interpretation~~ or ~~enforcement~~being ~~thereof,~~accused ~~that~~of ~~affect,~~infringing oron ~~will~~intellectual ~~affect,~~property ~~Blue~~rights ~~Spa’s business, including changes in accounting standards, tax laws and regulations, trade rules and customs regulations, and the outcome and expense~~ of ~~legal~~third ~~or regulatory proceedings~~parties, ~~and any action we may take as a result~~ could have a ~~negative~~material ~~impact~~adverse effect on ~~the~~our business, financial condition and results of ~~Blue Spa’s business~~ operations.

11We rely on the ability to protect our intellectual property rights and depend on patent, trademark and trade secret legislation to protect our proprietary know-how. ~~Failure~~There can be no assurance that we have adequately protected or will be able to ~~successfully~~adequately ~~compete~~protect inour ~~the~~valuable intellectual ~~skin~~property ~~care~~rights, ~~product~~or will at all times have access to all intellectual property rights that are required to conduct our business or ~~fitness~~pursue ~~apparel~~our ~~industry~~strategies, ~~with~~or ~~established~~that ~~companies~~we ~~may~~will ~~result~~be inable ~~Blue~~to ~~Spa’s~~adequately protect ourselves against any intellectual property infringement claims. There is also a risk that our competitors could independently develop similar technology, processes or know-how; that our trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will not be broad enough to protect our intellectual property rights; or that foreign intellectual property laws will adequately protect such rights. The inability to ~~continue~~protect ~~with~~our ~~its~~intellectual property could have a material adverse effect on our business, results of operations and financial condition.

There are several established skin care and apparel companies that provide similar products. Management expects competition in this market to increase significantly as new companies enter the market and current competitors expand their products and services. Blue Spa’s competitors may develop or offer products that are better than Blue Spa’s or that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Competitive pressures created by any one of these companies, or by Blue Spa’s competitors collectively, could have a negative impact on Blue Spa’s business, results of operations and financial condition and as a result, Blue Spa may not be able to continue with its business operations.13

InWe could ~~addition,~~face ifpatent ~~Blue~~infringement ~~Spa~~claims isfrom ~~unable~~our tocompetitors ~~develop~~or ~~and~~others ~~introduce~~alleging ~~new~~that orour ~~enhanced~~processes or products ~~quickly~~infringe ~~enough~~on their proprietary technologies. If we are found to ~~respond~~be infringing on the proprietary technology of others, we may be liable for damages and we may be required to ~~market~~change orour ~~user~~processes, ~~requirements~~redesign our products partially or completely, pay to ~~comply~~use ~~with~~the ~~emerging~~technology ~~industry~~of ~~standards~~others, stop using certain technologies or stop producing the infringing product entirely. Even if ~~these~~we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products dothat are not ~~achieve~~the ~~market~~subject ~~acceptance,~~of ~~Blue~~infringement ~~Spa~~suits. We may not beprevail ~~able~~in intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to ~~compete~~produce ~~effectively~~and distribute key products.

~~12.~~In addition ~~Blue~~to ~~Spa~~patents, ~~may~~we bealso ~~may~~rely beupon ~~subject~~unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to ~~legal~~develop ~~proceedings~~and ~~involving~~maintain ~~its~~our competitive position. While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, we cannot assure you that ~~could~~our ~~result~~confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in ~~substantial~~the ~~costs~~event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. In addition, our trade secrets and ~~which~~know-how ~~could~~may ~~materially~~be ~~harm~~improperly ~~Blue~~obtained ~~Spa’s~~by ~~business~~other ~~operations~~means, such as a breach of our information technologies security systems or direct theft.

~~From~~If we ~~time~~are tounable ~~time, Blue Spa may be subject~~ to ~~legal~~retain ~~proceedings~~key ~~and~~personnel ~~claims~~or inattract ~~the~~new ~~ordinary~~skilled ~~course of its business~~personnel, ~~including~~it ~~claims of alleged infringement of the trademarks and other intellectual property rights of third parties by Blue Spa. These types of claims~~ could ~~result~~have inan ~~increased costs of doing business through legal expenses,~~ adverse ~~judgments~~effect oron ~~settlements~~our ~~or require Blue Spa to change its~~ business ~~practices in expensive ways~~. Additional litigation may be necessary in the future to enforce Blue Spa’s intellectual property rights, to protect its trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm Blue Spa’s business.

~~Risks~~Our success ~~associated~~depends ~~with~~on ~~Blue~~our ~~Spa:~~ability to attract and retain key personnel, including our management team. In light of the specialized and technical nature of our business, our performance is dependent on the continued service of, and on our ability to attract and retain, qualified management, scientific, technical, marketing and support personnel. Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel. In addition, because of our reliance on our senior management team, the unanticipated departure of any key member of our management team could have an adverse effect on our business. Our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior management and other key positions throughout the organization. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.

~~13.~~The ~~Since~~development ~~Blue~~of ~~Spa’s~~non-lithium ~~management~~battery technologies ~~lacks~~could ~~any~~adversely ~~formal~~affect ~~training or experience in operating a wholesale or retail business, Blue Spa may have to hire or retain qualified personnel~~us. ~~If Blue Spa is unable to hire or retain any qualified personnel, Blue Spa’s business operations may be negatively impacted.~~

~~Blue~~The ~~Spa’s~~development ~~management is inexperienced in operating a wholesale~~ and ~~retail~~adoption of ~~business. As~~new abattery ~~result,~~technologies ~~Blue~~that ~~Spa~~rely ~~may~~on beinputs ~~forced~~other tothan ~~hire~~lithium orcompounds ~~retain~~could ~~qualified~~significantly ~~management,~~impact ~~employees~~our orprospects ~~consultants~~and tofuture ~~perform~~revenues. While ~~administrative,~~current ~~sales or marketing roles related to a wholesale~~ and ~~retail~~next ~~business. Blue~~generation ~~Spa’s~~high ~~management~~energy ~~has~~density nobatteries ~~direct~~for ~~training~~use orin ~~experience~~EVs inrely ~~these~~on ~~areas~~lithium ~~and~~compounds as a ~~result~~critical ~~may~~input, ~~not~~alternative materials beand ~~fully~~technologies ~~aware~~are ofbeing ~~all~~researched ofwith the ~~specific~~goal ~~requirements~~of ~~related~~making tobatteries ~~working~~lighter, ~~within~~more ~~this~~efficient, ~~industry. Management’s~~faster ~~decisions~~charging and ~~choices~~less ~~may~~expensive, and ~~not~~some ~~take~~of ~~into~~these ~~account~~technologies ~~standard~~could ~~managerial~~be ~~approaches~~less ~~wholesale~~reliant oron ~~retail~~lithium ~~companies commonly use~~compounds. ~~Consequently,~~ ~~Blue~~We ~~Spa’s~~cannot ~~operations,~~predict ~~earnings,~~which ~~and~~new ~~ultimate~~technologies ~~financial~~may ~~success~~ultimately ~~could~~prove to ~~suffer~~be ~~irreparable~~commercially ~~harm~~viable ~~due~~and toon ~~management’s~~what ~~lack~~time ofhorizon, ~~experience~~but incommercialized ~~this~~battery ~~industry.~~technologies Asthat ause ~~result~~no, ~~Blue~~or ~~Spa~~significantly ~~may~~less, ~~have~~lithium could tomaterially ~~suspend or cease operations~~ and ~~Blue~~adversely ~~Spa’s~~impact ~~business~~our ~~operations~~prospects ~~may~~and befuture ~~negatively impacted~~revenues.

~~Key~~Risks Related personnel represent a significant asset, and the competition for these personnel is intense in the wholesale and retail industry. Blue Spa may have particular difficulty attracting and retaining key personnel in initial phases of its plan of operation. Blue Spa does not maintain key person life insurance on any of its personnel. The loss of one or more of its key employees or its inability to ~~attract,~~Our ~~retain~~Financial ~~and motivate qualified personnel could negatively impact Blue Spa’s ability to complete its plan of operation.~~Condition

~~14.~~We will ~~Blue~~need ~~Spa’s~~to ~~principal~~raise ~~shareholder~~additional ~~owns~~capital ato ~~significant~~fund ~~percentage~~ongoing ofoperations, ~~Blue~~and ~~Spa’s~~such ~~shares~~capital ofraising ~~common~~may ~~stock~~be ~~and~~costly ~~will~~or bedifficult ~~able~~ to ~~exercise~~obtain ~~significant~~and ~~influence~~could dilute ~~over~~our ~~Blue Spa~~stockholders’s ~~affairs~~ownership interests.

~~Blue~~In order ~~Spa’s~~for ~~current~~us ~~director~~to ~~and~~fund ~~sole~~ongoing ~~officer beneficially own 57.1% of its shares of common stock. As a result~~operations, ~~the~~we ~~shareholder~~will isneed ~~able~~ to ~~influence~~raise oradditional ~~control matters requiring approval by Blue Spa’s shareholders~~capital, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. The shareholder may also have interests that differ from yours and may vote in a way with which ~~you~~additional ~~disagree~~capital ~~and which~~ may not be ~~adverse~~available toon ~~your~~reasonable terms ~~interests. This concentration of ownership may have the effect of delaying, preventing~~ or ~~deterring~~at aall. ~~change of control of Blue Spa~~Moreover, ~~could~~we ~~deprive~~will ~~Blue~~need ~~Spa’s~~to ~~shareholders~~raise ofadditional anfunds ~~opportunity~~ to ~~receive~~accomplish ~~a premium for their shares of common stock as part of a sale of Blue Spa and might ultimately affect~~ the ~~market price of Blue Spa’s common stock.~~following:

~~Page~~● -construction 9of our first two lithium carbonate manufacturing facilities; ● pursuing growth opportunities, including sale of lithium carbonate;

~~15. Blue Spa does not expect to pay dividends in the foreseeable future.~~14

~~Blue~~● ~~Spa~~making ~~has~~capital ~~never~~improvements ~~paid~~to ~~cash~~improve ~~dividends~~our oninfrastructure; ~~its~~● ~~shares~~hiring ofand ~~common~~retaining ~~stock~~qualified management and ~~has~~key noemployees; ~~plans~~● responding to docompetitive sopressures; in● ~~the~~complying ~~foreseeable~~with ~~future. Blue~~regulatory ~~Spa~~requirements ~~intends~~such toas ~~retain~~licensing ~~earnings,~~and ifregistration; ~~any,~~and to● ~~develop~~maintaining compliance with applicable laws, regulations and ~~expand~~auditing ~~its~~and ~~business~~filing requirements.

~~16.~~Any additional ~~There~~capital israised nothrough ~~liquidity~~the ~~and~~sale noof ~~established~~equity ~~public~~or ~~market~~equity-backed ~~for~~securities ~~Blue~~may ~~Spa's~~dilute ~~common~~our ~~stock~~stockholders’ ownership percentages and italso ~~may~~could ~~prove~~result ~~impossible~~in toa ~~sell~~decrease ~~your~~in ~~shares~~the market value of our equity securities.

~~There~~The terms ~~is presently no public market in Blue Spa’s shares. While Blue Spa intends to contact an authorized OTC Bulletin Board market maker for sponsorship~~ of ~~its~~any ~~common~~securities ~~stock,~~issued ~~Blue~~by ~~Spa~~us ~~cannot~~in ~~guarantee~~future ~~that~~capital ~~such~~transactions ~~sponsorship~~may ~~will~~ be ~~approved~~more ~~nor~~favorable ~~that~~to ~~Blue~~new ~~Spa’s~~investors, ~~common~~and ~~stock~~may ~~will~~include bepreferences, superior ~~listed~~voting rights and ~~quoted~~the ~~for~~issuance ~~sale. Even~~of ifwarrants ~~Blue~~or ~~Spa’s~~other ~~shares~~derivative ~~are quoted for sale~~securities, ~~buyers~~which may behave ~~insufficient in numbers to allow for~~ a ~~robust~~further ~~market,~~dilutive ~~and~~effect iton ~~may~~the ~~prove~~holders of ~~impossible~~any toof ~~sell~~our ~~your~~securities ~~shares~~then outstanding.

~~17.~~In addition, Ifwe ~~the~~may ~~selling~~incur ~~shareholders~~substantial ~~sell~~costs ain ~~large~~pursuing ~~number~~future ofcapital ~~shares~~financing, ~~all~~including atinvestment ~~once~~banking orfees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in ~~blocks~~connection with certain securities we issue, ~~the~~such ~~value~~as ofconvertible ~~Blue~~notes ~~Spa’s~~and ~~shares~~warrants, ~~would~~which ~~most~~may ~~likely~~adversely ~~decline~~impact our financial condition.

~~The~~Management has ~~selling~~concluded ~~shareholders~~that ~~are~~there ~~offering~~is 3substantial ~~million~~doubt ~~shares~~about ofour ~~Blue~~ability ~~Spa’s~~to ~~common~~continue ~~stock~~as ~~through this prospectus. They must sell these shares at~~ a ~~fixed~~going ~~price~~concern, ofand ~~$0.10 until such time as they are quoted on~~ the ~~OTC~~report ~~Bulletin~~of ~~Board~~our orindependent ~~other~~registered public ~~quotation~~accounting ~~system~~firm orcontains ~~stock~~an ~~exchange. Blue~~explanatory ~~Spa’s~~paragraph ~~common~~as ~~stock~~to isour ~~presently~~ability ~~not~~to ~~traded~~continue onas ~~any market or securities exchange, but should~~ a ~~market~~going ~~develop~~concern, ~~shares sold at a price below the current market price at~~ which ~~the~~could ~~common~~prevent ~~stock~~us isfrom obtaining ~~trading~~new ~~will~~financing ~~cause~~on ~~that~~reasonable ~~market~~terms ~~price to decline. Moreover, the offer~~ or ~~sale of large numbers of shares~~ at ~~any price may cause the market price to fall~~all. ~~The outstanding shares of common stock covered by this prospectus represent approximately 43% of the shares of common stock currently outstanding.~~

~~18.~~Because we ~~Blue~~have ~~Spa’s~~limited ~~common~~operations ~~stock~~and ishave ~~subject~~sustained operating losses resulting in a deficit, substantial doubt exists regarding our ability to ~~the~~remain ~~“penny~~as ~~stock”~~a ~~rules~~going ofconcern. Accordingly, the ~~SEC~~report ~~and~~of ~~the~~Centurion ~~trading~~ZD ~~market~~CPA in& ~~Blue~~Co., ~~Spa’s~~our ~~securities~~new isindependent ~~limited~~registered public accounting firm, ~~which~~with ~~makes~~respect ~~transactions~~to inour ~~Blue~~financial ~~Spa’s~~statements ~~stock~~as ~~cumbersome~~of and ~~may~~for ~~reduce~~ the ~~value~~year ofended December 31, 2023, includes an ~~investment~~explanatory inparagraph ~~Blue~~as ~~Spa’s~~to our ~~stock~~potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to Blue Spa, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:15

·We are ~~that~~exposed ato ~~broker~~fluctuations orin ~~dealer~~currency ~~approve~~exchange arates, ~~person’s~~which ~~account~~may ~~for~~adversely ~~transactions~~affect inour ~~penny~~operating ~~stocks; and~~results.

·We conduct our business and incur costs in the ~~broker~~local orcurrency ~~dealer~~of ~~receive~~most ~~from~~of the ~~investor~~countries ain ~~written~~which ~~agreement~~we tooperate. Changes in exchange rates between foreign currencies and the ~~transaction~~U.S. Dollar will affect the recorded levels of our assets, ~~setting~~liabilities, ~~forth~~net sales, cost of goods sold and operating margins and could result in exchange losses. The primary currencies to which we have exposure are the ~~identity~~Danish Krone and ~~quantity~~Euro. Exchange ofrates between these currencies and the ~~penny~~U.S. ~~stock~~Dollar in recent years have fluctuated significantly and may do so in the future. In addition to currency translation risks, we incur currency transaction risks whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a different currency from its functional currency. Our operating results may be ~~purchased~~affected by any volatility in currency exchange rates and our ability to manage effectively our currency transaction and translation risks.

InChanges in, ~~order~~or tothe ~~approve~~interpretation aof, ~~person’s~~tax ~~account~~legislation ~~for~~or ~~transactions~~rates inthroughout ~~penny~~the ~~stocks,~~world ~~the~~could ~~broker~~materially orimpact ~~dealer~~our ~~must:~~results.

·Our effective ~~obtain~~tax ~~financial~~rate ~~information~~ and ~~investment~~related ~~experience~~tax ~~objectives~~balance ofsheet ~~the~~attributes ~~person;~~could ~~and~~be impacted by changes in tax legislation throughout the world.

·Our future ~~make~~effective atax ~~reasonable~~rates ~~determination~~could ~~that~~be affected by changes in the ~~transactions~~mix of earnings in ~~penny~~countries ~~stocks~~with ~~are~~differing ~~suitable~~statutory ~~for~~tax ~~that~~rates, ~~person~~expirations of tax holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in tax laws and regulations or their interpretation. Recent developments, including the ~~person~~European ~~has~~Commission’s ~~sufficient~~investigations ~~knowledge~~on illegal state aid, as well as the Organization for Economic Co-operation and ~~experience~~Development inproject ~~financial~~on ~~matters~~Base Erosion and Profit Shifting, may result in changes to belong-standing ~~capable~~tax ofprinciples, ~~evaluating~~which ~~the~~could ~~risks~~adversely ofaffect ~~transactions~~our effective tax rates or result in ~~penny~~higher ~~stocks~~cash tax liabilities.

~~The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form:~~16

·We are ~~sets~~and ~~forth~~will be subject to the ~~basis~~regular onexamination ~~which~~of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures currently in place. We regularly assess the ~~broker~~likelihood of adverse outcomes resulting from these examinations or ~~dealer~~changes ~~made~~in laws, rules, regulations or interpretations to determine the ~~suitability~~adequacy ~~determination;~~of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results.

·Our required ~~that~~capital ~~the~~expenditures ~~broker~~can orbe ~~dealer~~complex, ~~received~~may aexperience ~~signed,~~delays ~~written~~or ~~agreement~~other ~~from~~difficulties, and the ~~investor~~costs ~~prior~~may toexceed ~~the~~our ~~transaction~~estimates.

~~Generally,~~Our capital ~~brokers~~expenditures ~~may~~generally beconsist ~~less~~of ~~willing~~and will consist of expenditures to ~~execute~~maintain ~~transactions~~and improve existing equipment, facilities and properties, and substantial investments in ~~securities~~new ~~subject~~or toexpanded ~~the~~equipment, ~~“penny~~facilities ~~stock”~~and ~~rules~~properties. ~~This~~Execution of these capital expenditures can be complex, and commencement of production will require start-up, commission and certification of product quality by our customers, which may ~~make~~impact itthe ~~more~~expected ~~difficult~~output ~~for~~and ~~investors~~timing toof ~~dispose~~sales of ~~Blue~~product ~~Spa’s~~from ~~common~~such ~~stock~~facilities. Construction of large chemical operations is subject to numerous risks and ~~cause~~uncertainties, including, among others, the ability to complete a ~~decline~~project on a timely basis and in accordance with the ~~market~~estimated ~~value~~budget offor ~~Blue~~such ~~Spa’s~~project ~~common~~and ~~stock~~our ability to estimate future demand for our products. In addition, our returns on these capital expenditures may not meet our expectations.

~~Disclosure~~Future capital ~~also~~expenditures ~~has~~may to be ~~made~~significantly ~~about~~higher, ~~the~~depending ~~risks~~on ofthe ~~investing~~investment inrequirements ~~penny~~of ~~stocks~~any inof ~~both~~our ~~public~~business ~~offerings~~lines, and inmay ~~secondary~~also vary ~~trading~~substantially ~~and~~if ~~about~~we ~~the~~are ~~commissions~~required ~~payable~~ to ~~both~~undertake ~~the~~actions ~~broker-dealer~~to ~~and~~compete ~~the~~with ~~registered~~new ~~representative,~~technologies ~~current~~in ~~quotations~~our ~~for~~industry. ~~the~~We ~~securities~~may ~~and~~not have the ~~rights~~capital necessary ~~and remedies available~~ to anundertake ~~investor~~these incapital ~~cases~~investments. ofIf ~~fraud~~we inare ~~penny~~unable ~~stock~~to ~~transactions.~~do ~~Finally~~so, ~~monthly~~we ~~statements~~may ~~have~~not to be ~~sent~~able ~~disclosing~~to ~~recent~~effectively ~~price~~compete ~~information for the penny stock held~~ in ~~the~~some ~~account~~of ~~and information on the limited market in penny stocks~~our markets.

~~Page~~Our business -and 10financial results may be adversely affected by various legal and regulatory proceedings.

~~Use~~We may be involved in legal and regulatory proceedings, which may be material in the future. The outcome of ~~Proceeds~~proceedings, lawsuits and claims may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables.

~~Blue~~Legal and ~~Spa~~regulatory ~~will~~proceedings, ~~not~~whether ~~receive~~with ~~any~~or ~~proceeds~~without ~~from~~merit, ~~the~~and ~~sale~~associated ofinternal ~~the~~investigations, ~~shares~~may ofbe ~~common~~time-consuming ~~stock~~and ~~being~~expensive to ~~offered~~prosecute, defend or conduct, may divert management’s attention and other resources, inhibit our ability to sell our products, result in adverse judgments for ~~sale~~damages, byinjunctive ~~the~~relief, ~~selling~~penalties ~~shareholders~~and ~~through~~fines, ~~this~~and ~~Prospectus~~otherwise negatively affect our business.

~~Determination~~Due to material weaknesses in our internal control over financial reporting related to impairment of ~~Offering~~intangible ~~Price~~assets associated with YER Brands Inc. and treatment of the reverse acquisition of Legacy Lithium Harvest on February 14, 2023 within the reporting of subsequent events, we had to restate our previously issued consolidated financial statements for several prior periods, which has resulted in unanticipated costs and may adversely affect investor confidence, our stock price, our ability to raise capital in the future and our reputation, and may result in stockholder litigation and regulatory actions.

~~The~~We have ~~offering~~incurred ~~price~~unanticipated ~~has~~costs ~~been~~for ~~determined~~accounting byand ~~Blue~~legal ~~Spa’s~~fees ~~board~~in connection with the restatements, and the restatements may have the effect of ~~directors~~eroding investor confidence in our Company and our financial reporting and accounting practices and processes and may raise reputational issues for our business. The ~~board~~restatements ofmay ~~directors~~negatively ~~selected~~impact the ~~$0.10~~trading ~~offering~~ price of our securities and make it more difficult for ~~the~~us ~~sale~~to ofraise ~~the~~capital ~~shares~~on byacceptable ~~the~~terms, ~~selling~~or ~~shareholders~~at all. ~~Currently~~ ~~there~~In isaddition, nothe ~~market~~restatements ~~for~~and ~~Blue~~related ~~Spa’s~~material ~~common~~weaknesses ~~stock~~in ~~and~~our ~~Blue~~internal control ~~Spa~~over ~~wanted~~financial toreporting ~~give~~may ~~its~~also ~~shareholders~~result ~~the~~in ~~ability~~stockholder tolitigation ~~sell~~against ~~their~~us, ~~shares~~or ~~for~~adverse aregulatory ~~price~~consequences, ~~equal~~including investigations, penalties or ~~greater~~suspensions toby the ~~price~~SEC. ~~they~~Any ~~paid~~such ~~for~~regulatory ~~their~~consequences, ~~shares. If~~litigation, ~~Blue~~claim ~~Spa’s~~or ~~common~~dispute, ~~stock~~whether issuccessful or ~~listed~~not, ~~for~~could ~~trading~~subject onus to additional costs, divert the ~~OTC~~attention ~~Bulletin~~of ~~Board~~our management, ~~the~~or ~~price~~impair our reputation. Each of ~~the~~these ~~common~~consequences could ~~stock~~have ~~will~~a ~~then~~material beadverse ~~established~~effect byon ~~the~~our ~~market~~business, results of operations and financial condition.

The offering price for the shares offered by the selling shareholders does not bear any relationship to Blue Spa’s assets, book value, earnings, or other established criteria for valuing a privately held company. Accordingly, the offering price should not be considered an indication of the actual value of the Blue Spa’s common stock nor should the offering price be regarded as an indicator of the future market price of Blue Spa’s common stock.17

~~Dilution~~Risks Related to Our Securities

The price ~~shares~~ of our common stock tomay befluctuate ~~sold~~significantly, byand ~~the~~this ~~selling~~may ~~shareholders~~make ~~are~~it ~~shares~~difficult offor ~~Blue~~you ~~Spa’s~~to ~~common~~resell ~~stock~~the ~~that~~shares ~~are~~of ~~currently~~common ~~issued~~stock ~~and~~when you ~~outstanding. Accordingly,~~want ~~there~~or ~~will~~at beprices noyou ~~dilution~~find ~~to Blue Spa’s shareholders~~attractive.

~~Selling~~The price ~~Shareholders~~of our common stock as traded on the OTC Pink marketplace changes frequently. We expect that the market price of our common stock will continue to fluctuate. Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include, among others:

~~The~~● ~~selling~~actual ~~shareholders~~or ~~named~~anticipated announcements of technological innovations; ● actual or anticipated changes in ~~this~~laws ~~prospectus~~and ~~are~~governmental ~~offering~~regulations; ~~all~~● ofdisputes ~~their~~relating ~~3,000,000~~to ~~shares~~patents or proprietary rights; ● changes in business practices; ● developments relating to our efforts to obtain additional financing to fund or expand our operations; ● announcements by us regarding potential acquisitions and strategic alliances; ● changes in industry trends or conditions; ● our issuance of ~~the~~additional ~~common~~debt ~~stock~~or ~~offered~~equity ~~through~~securities; ~~this~~and ~~prospectus. These~~● sales of a significant number of our shares ~~were~~of ~~acquired~~common ~~from~~stock ~~Blue~~or ~~Spa~~other securities in the ~~following private placement:~~market.

1.In addition, 3in recent years,~~000,000~~ ~~shares~~the ofstock ~~Blue~~market ~~Spa~~in ~~common~~general ~~stock~~has ~~that~~experienced ~~the~~extreme ~~selling~~price ~~shareholders~~and ~~acquired~~volume ~~from~~fluctuations. ~~Blue~~This ~~Spa~~volatility inhas had a ~~minimum-maximum~~significant ~~offering~~effect ~~that~~on ~~was~~the ~~exempt~~market ~~from~~price ~~registration~~of ~~under~~securities ~~Regulation~~issued Sby ofmany ~~the~~small-cap ~~Securities~~companies ~~Act~~for ofreasons ~~1933~~often ~~and~~unrelated ~~was~~to ~~completed~~their onoperating performance. ~~January~~These 29broad market fluctuations may adversely affect our stock price, ~~2010~~regardless of our operating results.

~~Until~~We are asubject ~~public~~to ~~market~~the ispenny ~~established~~stock ~~for~~rules ~~Blue~~adopted ~~Spa’s~~by ~~common~~the ~~stock,~~SEC ~~the~~that ~~selling~~require ~~shareholders~~brokers ~~will~~to beprovide ~~offering~~extensive disclosure to their ~~shares~~customers atprior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the ~~offering~~trading ~~price~~activity of $0our common stock, which would likely make it difficult for our stockholders to sell their shares.~~10.~~

~~The~~Rule 3a51-1 ~~following~~of ~~table~~the ~~provides~~Securities asExchange Act of 1934 (the ~~date~~“Exchange Act”) establishes the definition of ~~this~~a ~~prospectus~~“penny stock,” ~~information~~for ~~regarding~~purposes ~~the~~relevant ~~beneficial~~to ~~ownership~~us, as any equity security that has a minimum bid price of ~~Blue~~less ~~Spa’s~~than ~~common~~$5.00 ~~stock~~per ~~held~~share byor ~~each~~with an exercise price of ~~the~~less ~~selling~~than ~~shareholders~~$5.00 per share, ~~including:~~subject to a limited number of exceptions which are not available to us. This classification would severely and adversely affect any market liquidity for our common stock.

1For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the ~~number~~broker or dealer must obtain financial information and investment experience and objectives of ~~shares~~the ~~owned~~person byand ~~each~~make a ~~before~~reasonable determination that the ~~offering;~~transactions in penny stocks are suitable for that person and that such person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

2.The broker ~~the~~or ~~total~~dealer ~~number~~must ofalso ~~shares~~deliver, ~~that~~prior ~~are~~to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the bepenny ~~offered~~stock ~~for~~market, ~~each;~~which, in highlight form, sets forth:

3.● the ~~total~~basis ~~number~~on ofwhich ~~shares~~the broker or dealer made the suitability determination, and ● the fact that ~~will~~the bebroker ~~owned~~or bydealer ~~each~~received ~~upon~~a ~~completion~~signed, ofwritten agreement from the ~~offering;~~investor ~~and~~prior to the transaction.

4.Disclosure also has to be made about the ~~percentage~~risks ~~owned~~of byinvesting ~~each~~in ~~upon~~penny ~~completion~~stocks in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the ~~offering~~penny stock held in the account and information on the limited market in penny stocks.

Name of Selling Shareholder	Shares Owned Before the Offering	Total Number of Shares to be Offered for the Security Holder’s Account	Total Shares Owned After the Offering is Complete	Percentage of Shares Owned After the Offering is Complete
Peng Zong Chou	100,000	100,000	Nil	Nil
Tang Hua Lin	100,000	100,000	Nil	Nil
Nong Hai Mei	100,000	100,000	Nil	Nil
Zhong Wei Wei	100,000	100,000	Nil	Nil
Yan Zhao Zhi	100,000	100,000	Nil	Nil
Shi Zhan Fu	100,000	100,000	Nil	Nil
Ma Qiang Bin	100,000	100,000	Nil	Nil

~~Page~~Because of these regulations, broker-dealers 11may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of stockholders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our stockholders will, in all likelihood, find it difficult to sell their common stock.

~~Name~~If we ofare ~~Selling~~unable ~~Shareholder~~to ~~Shares~~develop ~~Owned~~and ~~Before~~maintain ~~the~~effective ~~Offering~~internal ~~Total~~controls ~~Number~~over offinancial ~~Shares~~reporting toin beaccordance ~~Offered~~with ~~for~~Section ~~the~~404 ~~Security~~of ~~Holder’s Account Total Shares Owned After~~ the ~~Offering~~Sarbanes-Oxley Act, isit ~~Complete~~could ~~Percentage~~have ofa ~~Shares~~material ~~Owned~~adverse ~~After~~effect ~~the~~on ~~Offering~~our ~~is Complete~~business.

Yu Meng Ting	100,000	100,000	Nil	Nil
Luo Shuang Xi	100,000	100,000	Nil	Nil
Liang Guo Qiang	100,000	100,000	Nil	Nil
Liang Fu Cheng	100,000	100,000	Nil	Nil
Chen Yu Jin	100,000	100,000	Nil	Nil
Peng Shi Cai	100,000	100,000	Nil	Nil
Su Mei Xian	100,000	100,000	Nil	Nil
Zhong Jiao	100,000	100,000	Nil	Nil
Liu Cai Xia	100,000	100,000	Nil	Nil
Liu Kai	100,000	100,000	Nil	Nil
Li Shuang	100,000	100,000	Nil	Nil
Liao Xiao Yan	100,000	100,000	Nil	Nil
Yuan Wu Qua	100,000	100,000	Nil	Nil
Liu Ding Wu	100,000	100,000	Nil	Nil
Liu Jain Duo	100,000	100,000	Nil	Nil
Dai Tao	100,000	100,000	Nil	Nil
Wei Jin Ling	100,000	100,000	Nil	Nil
Li Liang Bing	100,000	100,000	Nil	Nil
Wei Hong Hua	100,000	100,000	Nil	Nil
Pan Zhao Xing	100,000	100,000	Nil	Nil
Nong Jun Hua	100,000	100,000	Nil	Nil
Yang Chang Zhong	100,000	100,000	Nil	Nil
Pan Jin Hang	100,000	100,000	Nil	Nil
Total	3,000,000	3,000,000	0	0%

We are required to provide a quarterly management certification and an annual management assessment of the effectiveness of our internal control over financial reporting. As of December 31, 2023, we disclosed the following material weaknesses that have not yet been remediated: (1) we currently lack a functioning audit committee and lack a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) we currently have inadequate segregation of duties consistent with control objectives; (3) we have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of generally accepted accounting principles in the United States (“US GAAP”) and SEC disclosure requirements; (4) we have ineffective controls over period end financial disclosure and reporting processes; (5) we have ineffective controls over timely impairments of intangible assets; and (6) we lack internal control over financial reporting in the controls over the accounting treatment of subsequent events.

~~Plan~~In addition, ofdue ~~Distribution~~to the material weaknesses in internal control over financial reporting, we have also determined that our disclosure controls and procedures are ineffective.

~~This~~We cannot isassure athat ~~self-underwritten~~the ~~offering. In~~measures ~~general~~we ~~Blue~~have ~~Spa~~taken to date, and may take in the future, will ~~have~~be ~~one~~sufficient ~~type~~to ofremediate ~~securities~~the control deficiencies that led to our material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses to be ~~available~~identified ~~for~~in ~~distribution:~~the future. The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. Any failure to design, implement and maintain effective internal control over financial reporting and effective disclosure controls and procedures, or any difficulties encountered in their implementation or improvement, may result in additional material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect our business, financial condition and results of operations and subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable market or exchange listing rules.

1There could also be a negative reaction in the financial markets due to a loss of investor confidence in our Company and the reliability of our financial statements, particularly in light of the restatement of the accompanying consolidated financial statements. ~~Non-affiliate~~Confidence in ~~shares~~the ~~owned~~reliability byof ~~selling~~our ~~shareholders~~financial statements could also suffer if we are unable to remediate our existing material weaknesses or report additional material weaknesses in our internal control over financial reporting. This could materially adversely affect us and lead to a decline in the price of our common stock.

~~Non-Affiliate~~Future sales ~~Shares~~of ~~Owned~~our bycommon ~~Selling~~stock ~~Shareholders~~in the public market or the issuance of our common stock or securities convertible into common stock could depress the price of our common stock.

~~The~~Our Articles ~~selling~~of ~~shareholders~~Incorporation ~~who~~authorize ~~currently~~our ~~own~~Board ~~3,000,000~~to issue shares of our common stock in ~~the~~excess ~~capital~~of our current outstanding common stock. Any additional issuances of ~~Blue~~any ~~Spa~~of ~~may~~our ~~sell~~authorized ~~some~~but orunissued ~~all~~shares will not require the approval of ~~their~~stockholders ~~common~~and ~~stock~~may inhave ~~one~~the effect orof ~~more~~further ~~transactions,~~diluting ~~including~~the ~~block~~equity ~~transactions~~interest of stockholders.

~~The~~We may ~~selling~~issue ~~shareholders~~our ~~will~~common ~~sell~~stock in the ~~shares~~future atfor ~~$0.10~~a ~~per~~number ~~share~~of ~~until~~reasons, ~~Blue~~including ~~Spa’s~~to ~~shares~~attract ~~are~~and ~~quoted~~retain onkey ~~the~~personnel, ~~OTC~~to ~~Bulletin~~lenders, ~~Board~~investment banks or investors in order to achieve more favorable terms from these parties and align their interests with our stockholders, to management and/or ~~thereafter~~employees atto ~~prevailing~~reward ~~market~~performance, ~~prices~~to finance our operations and growth strategy, to adjust our ratio of debt to equity, to satisfy outstanding obligations or ~~privately~~for ~~negotiated~~other reasons. If we issue securities, our existing stockholders may experience dilution. Future sales of our common stock, the perception that such sales could occur or the availability for future sale of shares of our common stock or securities convertible into or exercisable for our common stock could adversely affect the market prices of our common stock prevailing from time to time. The sale of shares issued upon the exercise of any derivative securities could also further dilute the holdings of our then existing stockholders.

The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144. A description of the selling limitations defined by Rule 144 can be located on page 24 of this prospectus.19

~~Page~~Our common -stock 12is not currently traded at high volumes, and you may be unable to sell at or near ask prices if you need to sell or liquidate a substantial number of shares at one time.

~~The~~Our common ~~selling~~stock ~~shareholders~~is ~~may~~currently ~~also~~traded, ~~sell~~but ~~their~~with ~~shares~~very ~~directly~~low, toif ~~market~~any, ~~makers~~volume, ~~acting~~based ason ~~principals~~quotations oron ~~brokers~~the orOTC ~~dealers~~Pink marketplace, ~~who~~meaning ~~may~~that ~~act~~the number asof ~~agent~~persons orinterested ~~acquire~~in ~~the~~purchasing our common stock asat aor ~~principal. Any~~near ~~broker~~bid prices at any given time may be relatively small or ~~dealer~~non-existent. This ~~participating~~situation inis ~~such~~attributable ~~transactions~~to asa ~~agent~~number ~~may~~of ~~receive~~factors, including the fact that we are a ~~commission~~small ~~from~~company which is still relatively unknown to investors and others in the ~~selling~~investment ~~shareholders,~~community that generate or influence sales volume, and that even if we came to the attention of such persons, they ~~act~~tend to be risk-averse and would be reluctant to follow an unproven company such as ~~agent~~ours ~~for~~or purchase or recommend the ~~purchaser~~purchase of our shares until such ~~common~~time ~~stock~~as we became more seasoned and viable. In addition, many institutional investors, which account for significant trading activity, are restricted from ~~such~~investing ~~purchaser. The~~in ~~selling~~stocks ~~shareholders~~that ~~will~~trade ~~likely~~below ~~pay~~specified ~~the~~prices, ~~usual~~have ~~and~~less ~~customary~~than ~~brokerage~~specified market ~~fees~~capitalizations ~~for~~or ~~such~~have ~~services~~less than specified trading volume. ~~Brokers~~As ora ~~dealers~~consequence, there may ~~agree~~be ~~with~~periods ~~the~~of ~~selling~~several ~~shareholders~~days toor ~~sell~~more awhen trading ~~specified~~activity ~~number~~in ofour shares atis minimal or non-existent, as compared to a ~~stipulated~~seasoned ~~price~~issuer ~~per~~which ~~share~~has ~~and,~~a tolarge ~~the~~and ~~extent~~steady ~~such~~volume ~~broker~~of ortrading activity ~~dealer~~that iswill ~~unable~~generally tosupport docontinuous sosales ~~acting~~without asan ~~agent~~adverse ~~for~~effect ~~the~~on ~~selling~~share ~~shareholders,~~price. toWe ~~purchase,~~cannot asgive ~~principal,~~you any ~~unsold~~assurance ~~shares~~that a atbroader ~~the~~or ~~price~~more ~~required~~active topublic ~~fulfill~~trading ~~the~~market ~~respective~~for ~~broker’s~~our common stock will develop or ~~dealer’s~~be ~~commitment~~sustained, toor ~~the~~that ~~selling~~trading ~~shareholders~~levels will be sustained.

~~Brokers~~Shares eligible orfor ~~dealers~~future who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale ~~or at negotiated prices, and in connection with such re-sales~~ may ~~pay~~adversely oraffect ~~receive commissions to or from~~ the ~~purchasers of such shares~~market. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with Blue Spa. Such partners may, in turn, distribute such shares as described above. Blue Spa can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

~~Blue~~From time ~~Spa~~to istime, ~~bearing~~certain ~~all~~of ~~costs~~our ~~relating~~stockholders may be eligible to ~~the~~sell ~~registration~~all or some of ~~the~~their shares of our common stock ~~owned~~ by means of ordinary brokerage transactions in the ~~selling~~open ~~shareholders~~market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations. ~~The~~ ~~selling~~Rule ~~shareholders~~144 permits, ~~however~~under certain circumstances, ~~will~~the ~~pay~~sale of securities, without any ~~commissions~~limitation, by orour ~~other~~stockholders ~~fees~~that ~~payable~~are tonon-affiliates ~~brokers~~that orhave ~~dealers~~satisfied ina ~~connection~~six-month ~~with~~holding ~~any~~period. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our common stock.

~~The~~Our directors, ~~selling~~executive ~~shareholders~~officers ~~must~~and ~~comply~~controlling ~~with~~persons ~~the~~as ~~requirements~~a ofgroup ~~the~~have ~~Securities~~significant ~~Act~~voting ~~and~~power ~~the Securities Exchange Act in the offer~~ and ~~sale~~may oftake ~~the~~actions ~~common~~that ~~stock. In particular, during such times as the selling shareholders~~ may benot ~~deemed to~~ be ~~engaged~~ in the abest ~~distribution~~interest of ~~the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:~~stockholders.

'Our directors, ~~Not~~executive ~~engage~~officers inand controlling persons as a group beneficially own approximately 87% of our common stock. They will have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election of directors and any ~~stabilization~~proposed ~~activities~~merger, consolidation or sale of all or substantially all of our assets. In addition, they could dictate the management of our business and affairs. This concentration of ownership could have the effect of delaying, deferring or preventing a change in ~~connection~~control, ~~with~~or ~~Blue~~impeding ~~Spa’s~~a merger or consolidation, takeover or other business combination that could be favorable to you. This significant concentration of share ownership may also adversely affect the trading price for our common stock; because investors may perceive disadvantages in owning stock in a company with controlling affiliated stockholders.

'We do ~~Furnish~~not ~~each~~plan ~~broker~~to orpay ~~dealer~~dividends ~~through~~to ~~which~~holders ~~common stock may be offered, such copies~~ of ~~this~~our ~~prospectus,~~common ~~as amended from time to time, as may be required by such broker or dealer; and~~stock.

'We do ~~Not~~not ~~bid~~anticipate ~~for~~paying orcash ~~purchase~~dividends ~~any~~to the holders of ~~Blue~~our ~~Spa’s~~common stock at any time. Accordingly, investors in our securities ormust rely ~~attempt~~upon tosubsequent ~~induce~~sales ~~any~~after ~~person~~price appreciation as the sole method to ~~purchase~~realize ~~any~~a gain on investment. There are no assurances that the price of ~~Blue~~our ~~Spa’s~~common ~~securities~~stock ~~other~~will ~~than~~ever asappreciate ~~permitted~~in ~~under~~value. ~~the~~Investors ~~Securities~~seeking ~~Exchange~~cash ~~Act~~dividends should not buy our securities.

~~The~~Risks Related ~~Securities~~to ~~Exchange~~this ~~Commission~~Offering has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and ~~volume~~our ~~information~~Reverse ~~with~~Stock ~~respect to transactions in such securities is provided by the exchange or system).~~Split

~~The~~Resales of ~~penny~~our common stock ~~rules~~being ~~require~~offered ain ~~broker-dealer,~~this ~~prior~~Offering ~~to a transaction~~ in athe ~~penny~~public ~~stock~~market ~~not~~may ~~otherwise~~cause ~~exempt~~the ~~from~~market ~~those~~price ~~rules,~~of ~~deliver~~our acommon ~~standardized~~stock ~~risk~~to ~~disclosure document prepared by the Commission, which:~~fall.

'Sales ~~contains~~of a ~~description~~substantial number of shares of our common stock, including the ~~nature~~Shares ~~and~~being ~~level~~offered ofin ~~risk~~this Offering, in the public market ~~for~~could ~~penny~~occur ~~stocks~~at inany ~~both~~time. These ~~public~~resales ~~offerings~~could ~~and~~have ~~secondary~~the ~~trading;~~effect of depressing the market price for our common stock.

~~' contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;~~20

'If ~~contains~~our aexisting ~~brief,~~stockholders ~~clear~~sell, ~~narrative~~or ~~description~~indicate ofan aintention ~~dealer~~to ~~market~~sell, ~~including~~substantial amounts ~~“bid”~~of ~~and~~our ~~“ask”~~common ~~prices~~stock ~~for~~in ~~penny~~the ~~stocks~~public ~~and~~market after the ~~significance~~expiration of ~~the~~applicable ~~spread~~legal ~~between~~restrictions ~~the~~on ~~bid~~resale and ~~ask~~the lock-up agreements, the trading price; of our stock could decline.

'Our management ~~contains~~will ahave ~~toll-free~~broad ~~telephone~~discretion ~~number~~over ~~for~~the ~~inquiries~~use onof ~~disciplinary~~the ~~actions;~~net proceeds from this Offering, you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

'Our ~~defines~~management will ~~significant~~have ~~terms~~broad indiscretion as to the ~~disclosure~~use ~~document~~of orthe innet proceeds from this Offering and could use them for purposes other than those contemplated at the ~~conduct~~time of ~~trading~~commencement ~~penny~~of ~~stocks;~~this Offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the net proceeds in a way that does not yield a favorable, or any, return for our Company.

'You will ~~contains~~experience ~~such~~immediate ~~other information~~ and issubstantial dilution in ~~such form (including language, type, size, and format) as~~ the ~~Commission~~book ~~shall~~value ~~require~~per byShare ~~rule~~you ~~or regulation;~~purchase.

The ~~broker-dealer~~public offering ~~also~~price ~~must~~per ~~provide,~~Share ~~prior~~is tosubstantially ~~proceeding~~higher ~~with~~than ~~any~~the ~~transaction~~net tangible book value (deficit) per share of our common stock. Therefore, if you purchase Shares in athis ~~penny~~Offering, you will pay an effective price per Share you acquire that substantially exceeds our net tangible book value (deficit) per share of common stock after this Offering. Accordingly, you will experience immediate dilution of $ per Share, representing the ~~customer:~~difference between our as adjusted net tangible book value (deficit) per share of common stock after giving effect to this Offering and the public offering price per Share. See “Dilution” for a more detailed discussion of the dilution you may incur in connection with this Offering.

1.There ~~with~~can ~~bid~~be ~~and~~no assurances ~~offer~~that ~~quotations~~our common ~~for~~stock will be listed on the ~~penny~~NYSE or, ~~stock;~~if listed, will not be subject to potential delisting if we do not continue to maintain the listing requirements of the NYSE.

2We have applied to list the shares of our common stock on the NYSE under the symbol “LIHV.” ~~details~~Any approval of our listing application by the ~~compensation~~NYSE will be subject to, among other things, our fulfilling all the listing requirements of the ~~broker~~NYSE. In addition, the NYSE has rules for continued listing, including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-~~dealer~~listed from the NYSE), would make it more difficult for stockholders to sell our common stock and ~~its~~more ~~salesperson~~difficult to obtain accurate price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the ~~transaction;~~future, may also be materially and adversely affected if our common stock is not traded on a national securities exchange.

3.The offering ~~the~~price ~~number~~per ofShare ~~shares~~in tothis ~~which~~Offering ~~such~~is ~~bid~~not ~~and~~an ~~ask~~indication ~~prices~~of ~~apply, or other comparable information relating to~~ the ~~depth~~fair ~~and~~value ~~liquidity~~ of ~~the~~our ~~market~~common ~~for such~~ stock~~; and~~.

4.In ~~monthly~~determining ~~account~~the ~~statements~~offering ~~showing~~price per Share in the ~~market~~Offering, ~~value~~our board of ~~each~~directors ~~penny~~considered a number of factors, including, but not limited to, our need to raise capital in the near term to continue and expand our operations, the current and historical trading prices of our common stock, ~~held~~a price that would increase the likelihood of participation in this Offering and the ~~customer’s~~cost ~~account~~and availability of capital from other sources. No valuation consultant or investment banker has opined upon the fairness or adequacy of the offering price per Share. You should not consider the offering price per Share as an indication of the value of our Company or our common stock.

InOur ~~addition,~~reverse ~~the penny~~ stock ~~rules~~split ~~require~~may ~~that~~not ~~prior~~result ~~to a transaction~~ in a ~~penny~~proportional ~~stock~~increase ~~not~~in ~~otherwise exempt from those rules;~~ the ~~broker-dealer~~per ~~must~~share ~~make~~price ~~a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment~~ of ~~the~~our ~~receipt~~common of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for Blue Spa’s stock ~~because it will be subject to these penny stock rules~~. ~~Therefore, stockholders may have difficulty selling those securities.~~

~~Page~~The -effect 13of the reverse stock split on the market price for our common stock cannot be accurately predicted. In particular, we cannot assure you that the prices for shares of the common stock after the reverse stock split will increase proportionately to prices for shares of our common stock immediately before the reverse stock split. The market price of our common stock may also be affected by other factors which may be unrelated to the reverse stock split, or the number of shares issued and outstanding.

~~Regulation~~Furthermore, Meven if the market price of our common stock does rise following the reverse stock split, we cannot assure you that the market price of our common stock immediately after the proposed reverse stock split will be maintained for any period of time. Moreover, because some investors may view the reverse stock split negatively, we cannot assure you that the reverse stock split will not adversely impact the market price of our common stock. There is also the possibility that liquidity may be adversely affected by the reduced number of shares which would be issued and outstanding when the reverse stock split is effected, particularly if the price per share of our common stock begins a declining trend after the reverse stock split is affected. Accordingly, our total market capitalization after the reverse stock split may be lower than the market capitalization before the reverse stock split.

During such time as Blue Spa may be engaged in a distribution of any of the shares Blue Spa is registering by this registration statement, Blue Spa is required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers, and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.21

~~Regulation~~If Msecurities ~~under~~or industry ~~the~~analysts ~~Exchange~~do ~~Act~~not ~~prohibits,~~publish ~~with~~research ~~certain~~or ~~exceptions,~~publish ~~participants~~inaccurate ~~in a distribution from bidding for~~ or ~~purchasing,~~unfavorable ~~for~~research anabout ~~account~~our ~~in which the participant has a beneficial interest~~business, ~~any~~our ofstock ~~the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the~~ price of a security in connection with a distribution of the security. Blue Spa has informed the selling shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and ~~Blue~~trading volume ~~Spa~~could ~~has also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus~~decline.

~~Description~~The trading ofmarket for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities toand industry analysts do not currently, and may never, publish research on our Company. If no securities or industry analysts commence coverage of our Company, the trading price for our stock would likely be ~~Registered~~negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price may decline. If one or more of these analysts ceases coverage of our Company or fails to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

General Risk Factors

~~Blue~~Adverse conditions ~~Spa’s~~in ~~authorized~~the ~~capital~~global ~~stock~~economy, ~~consists~~and ofvolatility ~~500,000,000~~and ~~shares~~disruption of ~~common~~financial ~~stock~~markets, atcan anegatively ~~par~~impact ~~value~~our ofbusiness ~~$0.0001~~and ~~per~~results of ~~share~~operations.

~~Common~~Global financial ~~Stock~~conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, bank failures, political instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these markets could have a material adverse effect on our liquidity, ability to raise capital and cost of capital. High levels of volatility and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on our business.

AsGlobal economic atand geopolitical events, such as the ~~date~~war ofin ~~this~~Ukraine ~~prospectus~~and sanctions imposed on Russia, 7the war in Gaza and higher energy costs coupled with supply concerns,~~000~~ have been disruptive to the world economy,~~000~~ ~~common~~with ~~shares~~increased ~~are~~volatility ~~outstanding~~in ~~but~~commodity ~~not~~markets, ~~issued~~international trade and ~~owned~~financial bymarkets 31and ~~shareholders~~oil and gasoline prices, all of ~~record~~which have a trickle-down effect on supply chains, equipment and construction. ~~All~~ There is substantial uncertainty about the extent to which each of these events will continue to impact economic and financial affairs, as the ~~common~~numerous ~~shares~~issues arising from each event are in flux and there is the potential for escalation of conflict within Europe, the Middle East and globally. There is a risk of substantial market and financial turmoil arising from further conflict, which could have ~~been~~a ~~validly~~material adverse ~~issued~~effect on the economics of our projects and our ability to operate our business and advance project development. There is also a risk of recession in the United States and elsewhere, ~~are~~which ~~fully~~may ~~paid~~cause decreases in asset values and ~~non-assessable~~may result in impairment losses, which could adversely impact our operations.

~~Holders~~Our business ofand ~~Blue~~operations ~~Spa’s~~could ~~common~~suffer ~~stock~~in ~~are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of~~ the ~~shares~~event of ~~common~~cybersecurity ~~stock voting for the election of directors can elect all of the directors. Holders of one-third of shares of common stock issued and outstanding~~breaches, ~~represented~~information intechnology ~~person~~system ~~or by proxy~~failures, are necessary to constitute a quorum at any meeting of Blue Spa’s stockholders. A vote by the holders of a majority of Blue Spa’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or annetwork ~~amendment to Blue Spa’s Articles of Incorporation~~disruptions.

~~Holders~~Attempts to ofgain ~~common~~unauthorized ~~stock~~access ~~are~~to ~~entitled~~our toinformation ~~share~~technology insystems ~~all~~become ~~dividends~~more ~~that~~sophisticated ~~the~~over ~~board~~time. ofThese ~~directors~~attempts, inwhich ~~its~~might ~~discretion~~be related to industrial or other espionage, ~~declares~~include ~~from~~covertly ~~legally~~introducing ~~available~~malware ~~funds~~to our computers and networks and impersonating authorized users, among others. In ~~the~~some ~~event~~cases, we might be unaware of ~~liquidation,~~an ~~dissolution~~incident or ~~winding~~its upmagnitude and effects. The theft, ~~each~~unauthorized ~~outstanding~~use ~~share~~or ~~entitles~~publication of ~~its~~our ~~holder~~intellectual toproperty ~~participate~~and/or ~~pro~~confidential ~~rata~~business ininformation ~~all~~could ~~assets~~harm ~~that~~our ~~remain~~competitive ~~after~~position, ~~payment~~reduce the value of ~~liabilities~~our investment in research and ~~after~~development ~~providing~~and ~~for~~other ~~each~~strategic ~~class~~initiatives ofor ~~stock,~~otherwise ifadversely affect our business. To the extent that any cybersecurity breach results in inappropriate disclosure of our customers’ or licensees’ confidential information, ~~having~~we ~~preference~~may ~~over~~incur ~~the~~liability as ~~common~~a ~~stock~~result. ~~Holders~~ The devotion of ~~Blue~~additional ~~Spa’s~~resources ~~common~~to ~~stock~~the ~~have~~security noof ~~preemptive~~our ~~rights,~~information notechnology ~~conversion~~systems ~~rights~~in ~~and~~the ~~there~~future ~~are~~could nosignificantly increase ~~redemption~~the ~~provisions~~cost ~~applicable~~of todoing ~~Blue~~business ~~Spa’s~~or ~~common~~otherwise ~~stock~~adversely impact our financial results.

In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our systems or in successfully integrating information technology and other systems in connection with the integration of any businesses we acquire, could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could adversely affect our business and results of operations.

Natural disasters or other unanticipated catastrophes could impact our results of operations.

The occurrence of natural disasters, such as hurricanes, floods, wildfires or earthquakes, pandemics, or other unanticipated catastrophes at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our operations. A global or regional pandemic or similar outbreak in a region of ours, our customers or our suppliers could disrupt business. If similar or other weather events, natural disasters or other catastrophic events occur in the future, they could negatively affect the results of operations at our sites in the affected regions as well as have adverse impacts on the global economy.

Our insurance may not fully cover all potential exposures.

Our insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and coverage limits. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemical industry have not been available on commercially acceptable terms or, in some cases, have not been available at all. We are potentially at additional risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of appropriate insurance coverage and its cost. In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain.

We may be exposed to certain regulatory and financial risks related to climate change.

Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels and increasing atmospheric and water temperatures, among others. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and the SEC’s recently announced rule to require public companies to make additional climate change related disclosures. Potentially, additional U.S. federal regulation will be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or legislation that could impact our operations. In addition, we may in the future have operations in the EU, which has agreed to implement measures to achieve objectives under the 2015 Paris Climate Agreement, an international agreement linked to the United Nations Framework Convention on Climate Change, which set targets for reducing greenhouse gas emissions.

The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements, additional charges to fund energy efficiency activities, and fees or restrictions on certain activities. While certain climate change initiatives may result in new business opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations. Adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us. We may not be able to recover the cost of compliance with new or more stringent laws and regulations, which could adversely affect our business and negatively impact our growth. Furthermore, the potential impact of climate change and related regulation on our customers is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of operations.

We may become party to litigation or other proceedings.

In the ordinary course of our business, we may become party to new litigation or other proceedings in local or international jurisdictions in respect of any aspect of our business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental, health and safety laws and regulations, tax matters, failure to comply with disclosure obligations or labor disruptions at our project sites. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations, and we may incur expenses in defending them and be subject to fines or penalties in case of any violation and could face damage to our reputation. We may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in another country, and such arbitration proceedings may be costly and protracted, which may have an adverse effect on our financial condition. Litigation may be costly and time-consuming and can divert the attention of management and key personnel from our operations and, if adjudged adversely to us, may have a material and adverse effect on our cash flows, results of operations and financial condition.

We may have certain conflicts of interest.

Our directors and officers may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have significant shareholdings in other mineral resource companies. To the extent that such other companies may participate in ventures in which we may participate or wish to participate, our directors and officers may have a conflict of interest with respect to such opportunities or in negotiating and concluding terms respecting the extent of such participation.

USE OF PROCEEDS

We estimate that our net proceeds from this Offering will be approximately $ million, or approximately $ million if the underwriters exercise their option to purchase additional Shares in full, assuming a public offering price of $ per Share, which is the midpoint of the price range on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds of this Offering for working capital and general corporate purposes, which include, but are not limited to, the establishment of our first lithium extraction plant(s).

A $1.00 increase (decrease) in the assumed public offering price of $ per Share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the aggregate net proceeds to us from this Offering by approximately $ million, assuming the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures depend on numerous factors, including the progress of our development efforts, and any unforeseen cash needs are difficult to predict. As a result, we cannot currently specify in more detail the percentage of the net proceeds that we may use for each of the listed purposes. Accordingly, we will have broad discretion in the use of the net proceeds from this Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock.

Pending the use of the proceeds from this Offering, we intend to invest the net proceeds in short-term, interest-bearing, investment-grade securities, certificates of deposit or government securities.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market and Other Information

Our common stock is currently quoted on the OTC Pink under the symbol “SPGX”. However, the trading market for our common stock is sporadic and extremely limited. On June 7, 2024, the reported closing price of our common stock was $0.188 per share. As of June 7, 2024, we had approximately 118 holders of record of our common stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Empire Stock Transfer Inc.

Dividend Policy

~~Blue~~We have ~~Spa~~not ~~has never declared or~~ paid any ~~cash~~ dividends on ~~its~~our common stock~~. Blue~~ ~~Spa~~and ~~currently~~we ~~intends~~do tonot ~~retain~~intend ~~future~~to ~~earnings,~~pay if any, todividends ~~finance~~on ~~the~~our ~~expansion~~common ofstock ~~its business. As a result, Blue Spa does not anticipate paying any cash dividends~~ in the foreseeable future.

~~Share Purchase Warrants~~25

~~As of the date of this prospectus, there are no outstanding warrants to purchase Blue Spa’s securities. Blue Spa may, however, issue warrants to purchase its securities in the future.~~CAPITALIZATION

~~Options~~The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2024:

As● ofon an actual basis; and ● on an as adjusted basis to reflect the ~~date~~sale of $ million in Shares by us in this ~~prospectus~~Offering, ~~there~~assuming ~~are~~a nopublic ~~options~~offering toprice ~~purchase~~of ~~Blue~~$ ~~Spa’s~~per ~~securities. Blue~~share ~~Spa~~(the ~~may,~~midpoint ~~however,~~of inthe price range set forth on the ~~future~~cover ~~grant~~page ~~such~~of ~~options~~this prospectus), after deducting the underwriting discount and~~/or~~ ~~establish~~estimated anoffering ~~incentive~~expenses ~~stock~~payable ~~option~~by ~~plan~~us. ~~for~~The ~~its~~as ~~directors,~~adjusted ~~employees~~basis ~~and~~assumes ~~consultants~~no exercise of the underwriters’ option to purchase additional Shares.

~~Convertible~~You should ~~Securities~~read this table in conjunction with our historical financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this prospectus.

As of the date of this prospectus, Blue Spa has not issued and does not have outstanding any securities convertible into shares of Blue Spa’s common stock or any rights convertible or exchangeable into shares of Blue Spa’s common stock. Blue Spa may, however, issue such convertible or exchangeable securities in the future.

	As of March 31, 2024
	Actual			As Adjusted
Cash	$	399,945
Long-term debt:	$	0
Stockholders’ equity (deficit):
Common Stock, $0.0001 par value per share; authorized 500,000,000 shares; 296,037,813 shares issued and outstanding as of March 31, 2024	$	29,604		$
Additional paid-in capital		3,586,468
Accumulated deficit		(4,232,365	)
Other accumulated comprehensive gain (loss)		2,592
Total stockholders’ (deficit) equity		(613,701)
Total capitalization	$	(613,701	)

~~Page~~The -number of 14shares of common stock issued and outstanding actual and as adjusted in the table above is based on shares of our common stock outstanding as of , 2024, but does not include:

~~Nevada~~● ~~Anti-Takeover~~shares ~~Laws~~of our common stock that are reserved for equity awards under the Incentive Plan; and ● shares of common stock issuable upon the vesting of outstanding RSUs.

The provisions of the Nevada Revised Statutes (NRS) sections 78.378 to 78.3793 apply to any acquisition of a controlling interest in an certain type of Nevada corporation known as an “Issuing Corporation”, unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by an acquiring person provide that the provisions of those sections do not apply to the corporation, or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified.26

The provisions of NRS 78.378 to NRS 78.3793 do not restrict the directors of an “Issuing Corporation” from taking action to protect the interests of the corporation and its stockholders, including, but not limited to, adopting or signing plans, arrangements or instruments that deny rights, privileges, power or authority to a holders of a specified number of shares or percentage of share ownership or voting power.DILUTION

AnIf ~~“Issuing~~you invest ~~Corporation”~~in isour aShares, ~~corporation~~your ~~organized~~interest inwill be diluted to the ~~State~~extent of ~~Nevada~~the ~~and~~difference ~~which~~between ~~has~~the ~~200~~public oroffering ~~more~~price ~~stockholders~~per ofShare ~~record,~~that you ~~with~~pay atand ~~least~~the ~~100~~pro offorma ~~who~~net ~~have~~tangible ~~addresses~~book invalue ~~the~~(deficit) ~~State~~per share of ~~Nevada~~our ~~appearing~~common onstock ~~the~~after ~~stock~~this ~~ledger~~Offering. ofNet tangible ~~the~~book ~~corporation~~value ~~and~~(deficit) ~~does~~per ~~business~~share inis determined by dividing our total tangible assets less our total liabilities by the ~~state~~number of shares of ~~Nevada~~common ~~directly~~stock outstanding. As ~~Blue~~Our ~~Spa~~historical ~~currently~~net ~~has~~tangible ~~less~~book ~~than~~value ~~200~~(deficit) ~~stockholders~~as ~~and~~of noMarch ~~shareholders~~31, in2024 ~~the~~was ~~State~~$(644,924) or of$(0.002) ~~Nevada~~per ~~the~~share, ~~statute~~based ~~does~~on ~~not~~296,037,813 ~~currently~~shares ~~apply~~of tocommon ~~Blue~~stock ~~Spa~~outstanding as of March 31, 2024.

IfNet ~~Blue~~tangible ~~Spa~~book value ~~does~~(deficit) ~~become~~dilution anper ~~“Issuing~~share ~~Corporation”~~represents inthe difference between the ~~future,~~price per Share paid by new investors who purchase Shares from us in this Offering and the ~~statute~~pro ~~does~~forma ~~apply~~net totangible ~~Blue~~book ~~Spa,~~value ~~its~~(deficit) ~~sole~~per ~~director~~share Mrof common stock immediately after completion of this Offering. ~~Law~~As ~~Yau~~of ~~Yau~~March on31, ~~his~~2024, ~~own~~after ~~will~~giving ~~have~~effect to our sale of the ~~ability~~$ of toShares in ~~adopt~~this ~~any~~Offering at an assumed public offering price of $ per share, the ~~above~~midpoint ~~mentioned~~of the ~~protection~~price ~~techniques~~range ~~whether~~set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated Offering expenses payable by us, our pro forma net tangible book value would have been $ , or $ per ~~not~~Share. heThis ~~owns~~represents aan ~~majority~~immediate increase in pro forma net tangible book value (deficit) of ~~Blue~~$ per ~~Spa’s~~share ~~outstanding~~of common stock to existing stockholders, ~~provided~~and hean ~~does~~immediate dilution soin bypro ~~the~~forma ~~specified~~net ~~10th~~tangible ~~day~~book ~~after~~value ~~any~~of ~~acquisition~~$ per share of acommon ~~controlling~~stock ~~interest~~to new investors purchasing Shares in this Offering. The table below illustrates this per Share dilution as of March 31, 2024.

Interests of Named Experts and Counsel

	Before Offering			After Offering
Assumed public offering price per Share	$			$
Net tangible book value (deficit) per Share as of March 31, 2024	$	(0.002	)
Increase in pro forma net tangible book value (deficit) per Share attributable to new investors participating in this Offering	$			$
Pro forma net tangible book value (deficit) per Share after this Offering				$
Dilution of pro forma net tangible book value (deficit) per Share to new investors				$

NoThe ~~expert~~dilution orinformation discussed ~~counsel~~above ~~named~~is inillustrative ~~this~~only ~~prospectus~~and asmay ~~having~~change ~~prepared~~based oron ~~certified~~the ~~any~~actual ~~part~~public offering price and other terms of this ~~prospectus~~offering. orA ~~having~~$1.00 increase ~~given~~(decrease) anin ~~opinion~~the ~~upon~~assumed ~~the~~public ~~validity~~offering price of ~~the~~$ per ~~securities~~share of ~~being~~common ~~registered~~stock, orthe ~~upon~~midpoint ~~other~~of ~~legal~~the ~~matters~~price inrange ~~connection~~set ~~with~~forth on the ~~registration~~cover orpage ~~offering~~ of ~~the~~this ~~common~~prospectus, ~~stock~~would ~~was~~increase ~~employed~~(decrease) onour apro ~~contingency~~forma ~~basis,~~net ortangible ~~had,~~book orvalue is(deficit) toper ~~receive,~~share inafter ~~connection~~this ~~with~~Offering ~~the~~by ~~offering,~~$ per ashare ~~substantial~~and ~~interest~~increase ~~exceeding~~(decrease) ~~$50,000,~~the ~~directly~~dilution orto ~~indirectly~~new investors by $ per share, in ~~the~~each ~~registrant~~case orassuming ~~any~~the number of ~~its~~Shares ~~parents~~offered orby ~~subsidiaries. Nor~~us, ~~was~~as ~~any~~set ~~such~~forth ~~person~~on ~~connected with~~ the ~~registrant~~cover orpage ~~any~~ of ~~its~~this ~~parents~~prospectus, orremains ~~subsidiaries~~the assame, and aafter ~~promoter,~~deducting ~~managing~~the orunderwriting ~~principal~~discount ~~underwriter,~~and ~~voting~~estimated ~~trustee,~~offering ~~director,~~expenses ~~officer,~~payable orby ~~employee~~us.

~~Richard~~If C.the ~~Fox~~underwriters ~~has~~exercise their ~~provided~~option ~~the~~to ~~legal~~purchase ~~opinion~~additional ~~regarding~~Shares in full, the ~~legality~~pro forma net tangible book value (deficit) per share of our common stock after giving effect to this Offering would be approximately $ per share of common stock and the ~~shares~~dilution ~~being~~in ~~registered~~adjusted net tangible book value (deficit) per share to investors in this Offering would be approximately $ per share of common stock.

The ~~financial~~following ~~statements~~table sets ~~included~~forth, inon ~~this~~an ~~prospectus~~as ~~have~~adjusted ~~been~~basis ~~audited~~as byof ~~Dominic~~March ~~K.F.~~31, ~~Chan~~2024, &the ~~Co.~~number of ~~Hong~~shares ~~Kong~~of common stock purchased or to be purchased from us, the ~~extent~~total ~~and~~consideration ~~for~~paid or to be paid and the ~~periods~~average ~~set~~price ~~forth~~per inshare ~~their~~of ~~report~~common ~~appearing~~stock ~~elsewhere~~paid ~~herein,~~or to be paid by existing holders of common stock and ~~are~~by ~~included~~new ininvestors, ~~reliance~~at ~~upon~~a ~~such~~public ~~report~~offering ~~given~~price ~~upon~~of $ per Share, the ~~authority~~midpoint of the price range set forth on the cover page of ~~said~~this ~~firm~~prospectus, asand ~~experts~~before indeducting ~~auditing~~the underwriting discount and ~~accounting~~estimated offering expenses payable by us.

Description of Business

	SHARES PURCHASED					TOTAL CONSIDERATION				AVERAGE PRICE PER
	NUMBER		PERCENT			AMOUNT	PERCENT			SHARE
Existing stockholders		269,037,8132			%	$			%	$
New investors					%				%
Total				100	%	$		100	%	$

~~Blue~~The ~~Spa~~foregoing discussion ~~is a Nevada company~~ and ~~was~~tables ~~incorporated~~are based on ~~September~~shares ~~4, 2009. Blue Spa is a startup company engaged in the development, production, wholesale distribution, and retail sales~~ of ~~quality~~our ~~natural~~common ~~skin~~stock ~~and~~outstanding ~~body~~as ~~care products~~of , ~~fitness apparel~~2024, ~~and~~but ~~related~~does ~~accessories. Blue~~not ~~Spa has adopted for its business operations a multi-channel concept, which will combine a wholesale distribution network with a retail strategy, e-commerce, and a consumer catalogue.~~include:

~~Since~~● ~~September~~shares ~~2009,~~of ~~Blue~~our ~~Spa~~common ~~has~~stock ~~had~~that ~~its~~are ~~executive~~reserved ~~head~~for ~~office~~equity atawards ~~26/F~~under ~~Building~~the A,Incentive ~~Times~~Plan; ~~Plaza,~~and 2● ~~Zongfu~~shares ~~Road,~~of ~~Chengdu~~common ~~610016,~~stock ~~China. The~~issuable ~~telephone~~upon ~~number at this office is 86-28-66847826. Blue Spa is renting~~ the ~~administrative~~vesting ~~office~~of ~~for~~outstanding ~~$100 per month~~RSUs.

~~Blue~~If we ~~Spa’s~~issue ~~plan~~additional shares of ~~operations~~common isstock toin ~~distribute~~the ~~and~~future, ~~sell~~there ~~quality~~could ~~natural~~be ~~skin~~further ~~and~~dilution ~~body~~to ~~care~~investors ~~products,~~participating ~~fitness~~in ~~apparel,~~this ~~and~~Offering. In ~~related~~addition, ~~accessories~~we ~~for~~anticipate ~~women. Blue~~needing ~~Spa intends~~ to ~~(1)~~raise ~~identify~~additional ~~and~~capital ~~brand~~before ~~quality~~generating ~~natural~~positive ~~skin~~cash ~~and~~flows, ~~body care products for wholesale distribution~~ and ~~retail~~we ~~sales~~may ~~and~~choose ~~(2)~~to ~~develop~~raise aadditional capital ~~Blue~~because ~~Spa line~~ of ~~yoga~~market ~~and~~conditions ~~fitness~~or ~~apparel~~strategic considerations, aseven aif ~~natural~~we ~~extension~~believe ofthat ~~the~~we ~~skin~~have ~~and~~sufficient ~~body~~funds ~~care~~for ~~brand. Blue~~our ~~Spa~~current ~~will~~or future ~~begin~~operating asplans. aIf ~~wholesale~~we ~~company~~raise ~~with~~additional acapital ~~retail~~through ~~component and, over~~ the ~~course~~sale of 10equity ~~years,~~or ~~evolve~~convertible todebt asecurities, ~~retail~~the ~~company~~issuance ~~with a wholesale component. Blue Spa will also combine e-commerce and a consumer catalogue into its operations. See “Plan~~ of ~~Operation”~~these securities ~~and~~could ~~“Management’s~~result ~~Discussion~~in ~~and~~further ~~Analysis~~dilution ofto ~~Financial~~our ~~Condition” below for more information~~stockholders.

~~Blue Spa has an authorized capital of 500,000,000 common shares with a par value of $0.0001 per share with 7 million common shares currently issued and outstanding.~~27

~~Blue~~MANAGEMENT’S DISCUSSION ~~Spa~~AND ~~has~~ANALYSIS ~~not~~OF ~~been~~FINANCIAL ~~involved~~CONDITION inAND ~~any~~RESULTS ~~bankruptcy,~~OF receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Blue Spa’s business.OPERATIONS

~~Page~~The following -is 15a discussion of our financial condition and results of operations and is intended to assist in the understanding and assessment of significant changes and trends related to our results of operations and financial position. This discussion should be read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022, as well as the interim consolidated financial statements for the quarters ended March 31, 2024 and 2023, and the accompanying notes appearing elsewhere in this prospectus.

~~Plan of Operation~~Overview

~~Blue~~We are ~~Spa’s~~a ~~plan~~pure-play oflithium ~~operation~~company ~~for~~focused on supplying high performance lithium compounds to the ~~remainder~~fast-growing ofEV ~~its~~and ~~fiscal~~broader ~~year~~battery ismarkets. We have developed a proprietary technology to: extract lithium from oilfield wastewater, which we believe will enable us to manufacture lithium compounds quickly, at an attractive cost, and with a minimal environmental footprint, which we expect to provide us with a competitive advantage over other lithium manufacturers. We believe this competitive advantage will enable us to capitalize on the acceleration of vehicle electrification and renewable energy adoption.

1We plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota in the second half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of 2025. ~~develop~~We plan to continue to invest in manufacturing capacity and ~~populate~~aim ~~its~~to ~~website;~~have a total manufacturing capacity of approximately 6,000 metric tons of lithium carbonate by the end of 2026. No assurance can be given that we will be able to establish such facilities or begin manufacturing within this timeframe or at all.

2.On February ~~identify~~14, ~~develop~~2023, ~~and~~we ~~purchase~~entered ~~products~~into the Exchange Agreement with Legacy Lithium Harvest and ~~inventory;~~all of the Legacy Lithium Harvest Shareholders. Pursuant to the terms of the Exchange Agreement, we acquired all of the outstanding shares of capital stock of Legacy Lithium Harvest in exchange for issuing to the Legacy Lithium Harvest Shareholders 206,667,233 shares of our common stock. The Exchange Transaction closed on February 14, 2023.

3Prior to the Exchange Transaction, we were a business development company engaged in project development and holdings through value-based investments and collaborative partnerships, including a joint venture relationship with Hero Wellness and a purchase agreement with the inventors of the Soy-yer Dough product line. ~~develop~~During September 2022, we decided to exit the joint venture with Hero Wellness, and ~~launch~~following ~~Blue~~the Exchange ~~Spa’s~~Transaction, ~~wholesale~~we ~~distribution~~have ~~network;~~not made final plans on the Soy-yer Dough project. We impaired our intangible assets associated with this project as of December 31, 2021.

4.In order ~~develop~~to ~~and~~meet ~~market~~our targets, management will focus on the ~~Blue~~achievement ~~Spa~~of ~~brand;~~several ~~and~~critical missions over the next year:

5Site Selection. ~~develop~~Our proprietary technology operates on a vastly smaller footprint compared to traditional lithium production. While conventional production facilities require up to 65 acres for solar evaporation brine extraction and ~~launch~~115 ~~Blue~~acres ~~Spa’s~~for ~~brick~~hard rock mining per 1,000 metric tons of lithium carbonate production, our production facilities require only 1.4 acres and ~~mortar~~can ~~retail~~be ~~presence~~located in remote areas or co-located with existing oil mining operation sites.

~~Phase~~We have 1entered into two sub-lease ~~Develop~~agreements ~~and~~with ~~populate~~a ~~Website~~leading ~~(six~~midstream ~~months)~~water management company to establish two manufacturing facilities in North Dakota. The sub-leases at the produced water collection sites allow us to establish our lithium extraction facilities at the source of produced water. This eliminates transportation cost of feedstock to a secondary manufacturing site.

InLithium feedstock. ~~Phase~~We 1,are ~~Blue~~dependent ~~Spa~~on ~~plans~~a tocontinued ~~(1)~~supply ~~upgrade~~of ~~and~~produced ~~update~~water. ~~its~~Currently, ~~website~~the sodisposal ~~that~~of itproduced water is ~~more~~a ~~visually~~costly ~~appealing~~undertaking for oil well operators and ~~technologically~~carries ~~sound,~~a ~~(2)~~large ~~update~~environmental ~~its~~footprint. ~~product~~We ~~line~~believe ~~and~~our ~~visuals~~proprietary ontechnology ~~the~~offers ~~Website,~~significant ~~and~~cost ~~(3)~~savings for ~~implement~~oil awell ~~downloadable~~operators ~~high~~as ~~resolution~~water ~~picture~~is ~~format~~cleaned and used for ~~viewing~~re-injection ~~its~~or ~~products~~other purposes.

Unlike current e-commerce models, management does not intend to use the Internet to establish Blue Spa’s products or its brand, or bring them to market. The e-commerce consumer is typically brand and convenience conscience. The early ventures have shown that the costs associated with establishing a brand via this medium are prohibitive and significant. Instead, Blue Spa will develop its initial Internet capabilities as a combination business-to-business tool and e-catalogue. The Website will be simple and direct with minimal cost. Also, the e-commerce platform will provide Blue Spa with a valuable wholesale tool as it will provide distributors with an access code that will allow them to place orders and utilize Blue Spa’s product knowledge database as a training tool for their employees.28

~~Blue~~The current ~~Spa~~U.S. ~~has~~production ~~budgeted~~of ~~$10,000~~produced ~~for~~water ~~this~~is ~~phase~~more ~~and~~than ~~expects~~50 itmillion tobarrels ~~take~~per ~~six~~day. ~~months~~Not toall ~~complete,~~produced ~~with~~water ~~completion~~is ~~expected~~suitable ~~within~~for lithium production, but we estimate that the ~~next~~current ~~six~~U.S. ~~months~~production of ~~Blue~~produced ~~Spa’s~~water ~~plan~~is sufficient to produce more than 500,000 metric tons of ~~operation~~lithium carbonate annually.

~~Phase~~North Dakota 2Facility ~~–Identify, develop, and purchase products and inventory (six months)~~I

InWe ~~Phase~~have 2,entered ~~Blue~~into ~~Spa~~a ~~plans~~lithium feedstock supply agreement with a leading midstream water management company. Pursuant to ~~identify~~the ~~and~~supply ~~develop~~agreement, ~~its~~we ~~Water~~intend ~~Range~~to ~~skin~~establish a ~~care~~manufacturing ~~products~~facility in North Dakota with an annual capacity of 1,300 metric tons of lithium carbonate. ~~Also~~ As part of the feedstock supply agreement, ~~Blue~~we ~~Spa~~have ~~will~~obtained ~~identify~~a ~~and~~sub-lease ~~purchase~~agreement ~~fitness~~which ~~apparel~~allows ~~and~~our ~~related~~lithium ~~accessories~~extraction ~~that~~facility to ~~fits~~be co-located at the produced water collection site. The facility is initially expected to become operational in ~~with~~the ~~its~~second ~~Blue~~half of ~~Spa~~2025. The facility will utilize the Company’s ~~brand~~proprietary lithium technology and will be constructed well-side to further reduce its environmental footprint.

~~Blue~~North Dakota ~~Spa~~Facility ~~has budgeted $25,000 for this phase and expects it to take six months to complete, with completion expected within the six months of Blue Spa’s plan of operation.~~II

~~Phase~~We have 3entered –into ~~Launch~~a ~~Blue~~second ~~Spa~~lithium ~~wholesale~~feedstock ~~(12~~supply ~~months)~~agreement with a leading midstream water management company. Pursuant to the supply agreement, we intend to establish a second manufacturing facility in North Dakota with an annual capacity of 1,500 metric tons of lithium carbonate. As part of the feedstock supply agreement, we have obtained a sub-lease agreement which allows our lithium extraction facility to be co-located at the produced water collection site. The facility is initially expected to become operational in the second half of 2025. The facility will utilize the Company’s proprietary lithium technology and will be constructed well-side to further reduce its environmental footprint.

InSourcing of ~~Phase~~Components. 3,We ~~Blue~~source ~~Spa~~the ~~plans~~major tocomponents ~~(1)~~for toour ~~identify~~proprietary ~~and~~lithium ~~secure~~extraction ~~partnerships~~process ~~with~~from ~~well~~blue-~~respected~~chip ~~distributors,~~international ~~(2)~~suppliers. Management ~~identify~~currently ~~and~~anticipates ~~contract~~timely ~~with~~access ~~key~~to ~~wholesale~~all ~~showrooms~~major incomponents. ~~which~~However, tosupply ~~display~~chain ~~Blue~~difficulties ~~Spa’s~~as ~~products,~~seen during late 2021 and early ~~(3)~~2022 ~~further~~could ~~enhance~~delay ~~and~~production ~~develop~~start ~~the~~dates. ~~brand~~We ~~image~~have ofidentified ~~Blue~~our ~~Spa~~major vendors and are currently in contract discussions.

ByHiring of ~~identifying~~Key ~~and~~Personnel. ~~securing~~While ~~partnerships~~our ~~with~~production ~~distributors~~process ~~and~~is ~~showrooms~~largely toautomated, ~~represent~~we ~~Blue~~will ~~Spa~~require ~~and~~significant ~~its~~additions ~~products,~~to ~~management~~our ~~intends~~personnel to achieve ~~gain~~production ~~key~~start ~~show positions in Hong Kong, Tokyo, San Francisco, and New York gift shows~~targets. ~~Terms~~ ~~and~~Key ~~conditions~~areas of ~~any~~expansion ~~contract~~are ~~will~~anticipated to include amanagement, ~~commission~~research onand ~~all~~development, sales, atproject management aand ~~rate~~administration. ~~higher~~We ~~than~~currently ~~the~~have ~~industry~~13 ~~standard~~full-time toemployees ~~provide~~and ~~motivation~~are ~~for~~in the ~~representatives~~process toof ~~promote~~hiring ~~Blue~~additional ~~Spa’s~~key ~~products~~personnel.

~~Blue~~Results ~~Spa~~of ~~has~~Operations ~~budgeted~~For ~~$100,000 for this phase and expects it to take 12 months to complete, with completion expected within~~ the ~~next~~Year 12Ended ~~months~~December ~~of Blue Spa’s plan of operation. Also in this phase~~31, ~~Blue~~2023 ~~Spa will continue to (a) maintain~~ and ~~populate the Website with new products and (b) continue to develop and purchase products and inventory to brand.~~2022

Phase 4 – Develop and market Blue Spa brand of products (24 months)

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022

Operating and administrative expenses
Advertising and promotion	$	33,391		$	-
Amortized right of use assets		178,022			-
Consulting fees		104,988			-
Depreciation		33,659			-
General and administrative expenses		57,393			2,192
Interest on lease		134,324			-
Management fees		775,165			108,190
Office maintenance and utilities		128,651			-
Professional fees		329,116			102,777
Rent		58,823			-
Stock based compensation (Note 13)		492,708			-
Travel expenses		108,087			9,785
Vehicle expense		46,500			-
Wages and salaries		516,926			-

Total operating and administrative expenses		2,997,753			222,944

Operating loss before other items		(2,997,753	)		(222,944	)
Miscellaneous income		251,089			-
Interest expense		(1,288	)		-
Net Loss		(2,747,952	)		(222,944	)
Translation loss		(44,375	)		(4,585	)

Net loss and comprehensive loss, attributed to shareholders	$	(2,792,327	)	$	(227,529	)

Basic and diluted loss per share	$	(0.011	)	$	(4.551	)
Weighted average number of common shares outstanding		254,941,752			50,000

In Phase 4, Blue Spa plans to (1) develop a brand for its products, (2) develop a packaging and labeling system that promotes Blue Spa’s brand, (3) create a series of brochures and ad material to use at point of sale and trade shows, and (4) implement its marketing strategy on its target market.29

~~Blue~~During the ~~Spa~~year ~~has~~ended ~~budgeted~~December ~~$200~~31,~~000~~ ~~for~~2023, ~~this~~we ~~phase~~had ~~and~~revenues ~~expects~~of it$0 compared to ~~take~~$0 24during ~~months~~the toyear ~~complete,~~2022. ~~with~~This ~~completion~~is ~~expected~~attributable ~~within~~to the ~~next~~fact 24that ~~months~~the Company ofis ~~Blue~~still ~~Spa’s~~in ~~plan~~the process of ~~operation~~developing its first lithium extraction plant.

~~Phase~~Operating Expenses. 5The –Company’s ~~Launch~~operating ~~Blue~~expenses ~~Spa~~for ~~retail~~the ~~(48~~year ~~months)~~ended December 31, 2023 were $2,997,753 as compared to $222,944 for the prior fiscal year. The increase in operating expenses can be primarily attributed to the expansion of business activities following the reverse acquisition of Legacy Lithium Harvest. The most significant cost drivers are related to management fees, which increased from 108,190 in the year ended December 31, 2022 to $775,165 during the year ended December 31, 2023 as the Company expanded its management team.

~~In Phase 5~~Additionally, the ~~Blue~~increase ~~Spa~~in ~~plans~~operating toexpenses ~~(1)~~was ~~launch~~affected ~~its~~by ~~retail~~a ~~business~~significant ~~model,~~increase ~~(2)~~in ~~hire~~wages and ~~train~~salaries, ~~sales~~which ~~staff,~~increased ~~and~~to ~~(3)~~$516,926 ~~increase~~for the year ~~brand~~ended ~~awareness~~December of31, ~~Blue~~2023 ~~Spa’s~~as ~~business~~compared ~~model~~to ~~and~~$0 ~~its~~in ~~products~~the year ended December 31, 2022.

The third ~~face~~major driver of ~~retailing~~operating isexpenses ~~changing,~~was ~~which~~the ~~has~~cost ~~created~~of astock ~~new~~based ~~business~~compensation, ~~model.~~which ~~This~~amounted ~~new~~to ~~model~~$492,708 ~~will~~for ~~greatly reduce~~ the ~~need~~year ~~for~~ended December a31, ~~traditional~~2023 ~~brick~~as ~~and~~compared ~~mortar retailer~~ to ~~open~~$0 ~~thousands~~during ~~of doors in order to reach~~ the ~~market;~~year ~~but~~ended atDecember ~~the~~31, ~~same~~2022. ~~time~~The itstock ~~will~~based ~~not~~compensation ~~completely~~was ~~eliminate the need for a brick and mortar presence~~ in the ~~market. Under~~form ~~this new business model~~of RSUs, ~~Blue Spa will develop its brand awareness by utilizing a brick~~ and ~~mortar~~settlement ~~retail~~is ~~presence,~~subject ~~which,~~to instockholder ~~turn, will eliminate the need for heavy ad spending that has been associated with e-commerce~~approval.

~~Page~~Additionally, the -increase 16in operating expenses can be attributed to the expansion of our headquarters located in Denmark. Rights of use amortization related to the long term rent agreement on our office space for the year ended December 31, 2023 amounted to $178,022 as compared to $0 for the year ended December 31, 2022.

~~Blue~~Miscellaneous Income. ~~Spa~~During ~~has~~the ~~budgeted~~year ~~$500~~ended December 31,~~000~~ ~~for~~2023, ~~this~~the ~~phase~~Company ~~and~~had ~~expects~~miscellaneous itincome of $251,089, compared to ~~take~~$0 60during ~~months~~the year toended ~~complete~~December 31, ~~with~~2022. ~~completion~~This ~~expected~~increase ~~within~~in ~~the~~miscellaneous ~~next~~income 60was ~~months~~attributable ofto ~~Blue~~income ~~Spa’s~~from ~~plan~~sub-leases of ~~operation~~office space at our Denmark office.

~~Future~~Net Loss. ~~Plans~~During the year ended December 31, 2023, the Company had a net loss of $2,747,952, compared to $222,944 during the year ended December 31, 2022. The loss was generally attributable to increased expenses in ramping up our business activities following the reverse acquisition of Legacy Lithium Harvest. As disclosed above, the largest cost increases experienced during the year ended December 31, 2023 were management fees, wages and salaries, and stock based compensation.

~~Catalogue~~Translation Loss. During the year ended December 31, 2023, the Company had a translation loss of $44,375 as compared to $4,585 during the year ended December 31, 2022. This translation loss stems from variability in the exchange rate between U.S. Dollars and Danish Krone.

Blue Spa intends to launch a catalogue in the fall of 2012. The initial mailing will target opinion leaders in key markets. Management intends to put together a catalogue that has a long in-home life Liquidity and ~~will~~Capital ~~inform and educate the consumer about the benefits of Blue Spa’s products, with a focus on the ingredients and the benefits. The original Banana Republic catalogue will be used as a model.~~Resources

~~Accounting~~As of December 31, 2023, we had cash of $847,724 compared to a cash balance of $0 at December 31, 2022. The increase in cash balance was primarily due to private placements of common stock, as well as miscellaneous income from sub-leases at our Denmark office. During the 12-month period following the date of issuance of the consolidated financial statements and ~~Audit~~related ~~Plan~~notes included elsewhere in this prospectus, management anticipates that the Company will not generate sufficient revenues to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management may attempt to secure debt financing for future growth, but due to the absence of meaningful assets and limited operating history, debt financing may not be available to the Company. Management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s common stock, as well as debt if available. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in the Company. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, the Company will not be able to develop its products or facilities and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its business, additional development of its lithium extraction facilities will be required. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

Blue Spa intends to continue to have its outside consultant assist in the preparation of Blue Spa’s quarterly and annual financial statements and have these financial statements reviewed or audited by Blue Spa’s independent auditor. Blue Spa’s outside consultant is expected to charge Blue Spa approximately $700 to prepare Blue Spa’s quarterly financial statements and approximately $2000 to prepare Blue Spa’s annual financial statements. Blue Spa’s independent auditor is expected to charge approximately $1000 to review each of Blue Spa’s quarterly financial statements and approximately $7500 to audit Blue Spa’s annual financial statements. In the next twelve months, Blue Spa anticipates spending approximately $12,000 to pay for its accounting and audit requirements.30

~~SEC~~As of ~~Filing~~December ~~Plan~~31, 2023, we had total assets of $3,069,604, and a working capital deficit of $205,103, compared with total assets of $42,269 and a working capital deficit of $221,332 at December 31, 2022. The decrease in the working capital deficit was primarily due to a significant increase in cash to $847,724 and prepaid expenses and deposits of $398,067 for the year ended December 31, 2023. This compares to cash of $0 and prepaid expenses and deposits of $10,089 for the year ended December 31, 2022. Additionally, amounts due to related parties was $502,397 for the year ended December 31, 2023 as compared to $146,402 for the year ended December 31, 2022. We also saw an increase in accounts payable, which increased to $449,952 for the year ended December 31, 2023 as compared to $117,199 for the year ended December 31, 2022.

~~Blue~~Net Cash ~~Spa~~Used ~~intends to become a reporting company~~ in ~~2010~~Operating after its registration statement is declared effective. This means that Blue Spa will file documents with the US Securities and Exchange Commission on a quarterly basis. Blue Spa expects to incur filing costs of approximately $4,000 per quarter to support its quarterly and annual filings. In the next 12 months, Blue Spa anticipates spending approximately $16,000 for legal costs to pay for three quarterly filings, one annual filing, a 424B4 final prospectus filing, and a Form 8-A filing in order to complete registration of Blue Spa’s common stock.Activities

~~Products~~During the year ended December 31, 2023, net cash used in operating activities was $1,331,262 compared to $2,373 for the year ended December 31, 2022. The increase in cash used in operating activities was primarily due to the expansion of our operating activities. The largest components of this increase in cash used in operating activities were from stock based compensation and amounts due to related parties for accrued salaries.

~~Blue~~Additionally, we ~~Spa~~saw ~~plans~~an increase in accounts payable related to ~~distribute~~expenses ~~quality~~incurred ~~personal~~in ~~care~~the ~~products~~expansion of our business, ~~fitness~~particularly ~~apparel~~in rental expenses and ~~related~~consulting ~~accessories~~fees. ~~This~~Furthermore, iswe tosaw bean ~~accomplished~~increase ~~through~~in aamortization ~~combination~~of right of ~~wholesale~~use ~~distribution~~assets ~~and~~relating ~~company~~to our long-~~owned~~term ~~retail~~lease ~~outlets~~for our Danish offices.

~~Skin~~Net Cash ~~Care~~Used in Investing Activities

~~Blue~~During the ~~Spa’s~~year ~~range~~ended ofDecember ~~skin~~31, ~~care~~2023, ~~products~~net ~~will~~cash ~~address~~used ~~various~~in ~~skin~~investing ~~care~~activities ~~needs~~was ~~and~~$178,596 ~~will~~compared ~~include~~to ~~moisturizers,~~$0 ~~creams,~~for ~~lotions,~~the ~~cleansers,~~year ~~and~~ended ~~sun~~December ~~screens~~31, ~~products~~2022. A This ~~number~~increase ofin ~~the~~net ~~products~~cash ~~will~~used can largely be ~~developed~~attributed ~~for~~to ~~use~~investments onin ~~particular~~office ~~areas~~furniture ofand ~~the~~equipment. ~~body,~~Additional ~~such~~factors aswere ~~the~~investments in ~~face~~filtration orequipment ~~the~~and ~~hands~~intangible orassets ~~around~~related ~~the~~to ~~eyes~~our patent application.

~~Blue~~Net Cash ~~Spa’s~~Provided ~~skin~~by ~~care~~Financing products will offer therapeutic benefits to the user based upon the principles of Thalasso therapy in Blue Spa’s water line and Botanical treatments in its earth line. Blue Spa’s color cosmetics will be mineral based and provide the user with mesthetic benefits while nourishing the skin.Activities

~~The~~During the ~~initial~~year ~~launch~~ended ~~for~~December ~~skin~~31, ~~care~~2023, ~~products~~net ~~will~~cash beprovided ~~known~~by asfinancing ~~Blue~~activities ~~Spa’s~~was ~~“Water~~$2,386,574 ~~Range”. The~~as ~~products~~compared inwith ~~the~~financing ~~Water~~activities ~~Range~~of ~~will~~$0 for ~~be developed in Blue Spa’s labs to be located in~~ the ~~Brittany~~year ~~region~~ended ofDecember ~~France~~31, 2022. The ~~Brehat~~net ~~archipelago~~cash ~~lies~~generated ~~off the coast of Brittany and is unique~~ in ~~the~~financing ~~entire~~activities ~~world~~was ~~for~~due ~~its~~to ~~wide~~private ~~range~~placements of ~~sea~~common ~~algae and seaweed~~stock. ~~For four billion years the warm waters of the Gulf Stream have been flowing north along the French coast creating a unique ecosystem.~~

~~Blue~~Off-Balance Sheet ~~Spa’s methodology in choosing the Water Range for its initial launch is based on two primary issues:~~Arrangements

1.During the ~~The~~periods ~~benefits~~presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of ~~Thalasso~~facilitating off-balance ~~therapy~~sheet ~~treatment~~arrangements or other contractually narrow or limited purposes. We do not engage in off-balance sheet financing arrangements. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are ~~just~~not ~~coming~~materially exposed to ~~light~~any financing, liquidity, market or credit risk that could arise if we had engaged in ~~Asia~~these relationships.

2.Significant Accounting ~~Blue Spa’s name and logo will make coincide with the launch of these natural products made from raw materials from the sea.~~Estimates

The preparation ~~Water~~of ~~Range~~the consolidated financial statements in conformity with US GAAP 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 consolidated financial statements and the reported amounts of 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.

~~A. Biocatalyst Tonic~~31

~~Purpose:~~A critical toaccounting ~~finish~~estimate ~~cleansing~~is ~~and~~defined ~~leave~~as ~~the~~a ~~skin~~financial ~~clean;~~statement toitem ~~relieve,~~where ~~sooth~~significant ~~and~~judgment ~~soften~~is ~~the~~required ~~skin;~~in ~~to reactivate~~ the ~~physiologic~~selection ~~epidermis’~~of ~~functions;~~accounting policies toand ~~prepare~~ the ~~skin~~determination ~~for~~of ~~make~~estimates. ~~up;~~The ~~and~~accounting toestimates ~~hydrate~~that ~~the~~require ~~entire~~more ~~upper~~significant ~~layer~~judgment ofare ~~epidermis.~~included below:

~~Primary~~1. ~~ingredients~~Revenue recognition: ~~Corallina~~We ~~officinalis~~use ~~contains~~judgment ~~trace~~in ~~elements~~determining the timing of ~~marine~~revenue ~~minerals~~recognition and inthe ~~excess~~amount of ~~300~~revenue ~~enzymes~~to be recognized. ~~They~~This ~~promote~~judgment ~~elasticity~~is based on the timing of delivery, customer acceptance and other factors. Our revenue recognition policies are subject to periodic review and changes, and any changes could have a material impact on our financial statements. 2. Allowance for doubtful accounts: We estimate the ~~dermis’~~allowance ~~structural~~for ~~fibers~~doubtful ~~(keratogenesis)~~accounts based on historical data, current economic conditions and other factors. ~~This~~The ~~ingredient~~actual ~~prepares~~amount of uncollectible accounts may differ from our estimates, and any significant changes could impact our financial statements. 3. Inventory valuation: We estimate the ~~skin~~value of inventory based on historical cost, estimated future demand and other factors. We regularly review our inventory and may write down the value if it is deemed to be obsolete or overvalued. Any significant changes to our inventory valuation could impact our financial statements. 4. Depreciation and amortization: We estimate the useful lives of our property, plant and equipment and intangible assets, and the residual values used in our depreciation and amortization calculations. Our estimates are subject to change based on economic conditions, technological advancements and other factors, and any changes could have a material impact on our financial statements. 5. Impairment of long-lived assets: We periodically review our long-lived assets for ~~cosmetics~~impairment and estimate the fair value of those assets. ~~Critmum~~Our ~~maritimum~~estimates ~~extract~~are ~~adds~~based ~~purifying~~on a variety of factors, including market conditions and ~~regenerating~~future ~~properties~~plans for the assets. ~~Rose~~If ~~water~~the ~~contributes~~estimated fair value of the assets is lower than the carrying value, we recognize an impairment charge. Any changes to our estimates could result in impairment charges and have a ~~relaxing~~material ~~effect~~impact on our financial statements. 6. Exchange rates and translational risks: We are exposed to exchange rate fluctuations and translational risks, particularly with respect to the Danish Krone. We estimate the impact of these fluctuations on our financial statements and make adjustments as necessary. The fluctuations in exchange rates could have a significant impact on the value of our assets and liabilities denominated in foreign currencies, and on our results of operations when translating these amounts into our functional currency. Any material changes in exchange rates could have a significant impact on our financial statements.

Skin type: All

Use: Spray on nightly after make up removal and before applying night creams or during the day to relieve stress and brighten the complexion.

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B. Eye makeup remover

Purpose: to remove eye make up; to sooth and relieve sensitive skin in eye area; and to fortify eyelashes.

Primary ingredients: Rhodophycea extract promotes remineralization and hydration of skin while fortifying eyelashes. Rose water to tone sensitive skin while soothing and relieving eye shadows.

Skin type: All

Use: Soak on cotton ball lightly and gently apply on eyelids to remove make up.

C. Cleansing cream

Purpose: to soothe skin during make up removal; to gently remove impurities from the skin without damaging the epidermis hydrolipidic film.

Primary Ingredients: Crithmum maritimum extract is rich in essential oils with regenerating and anti-inflammatory properties. Shea butter to nourish the skin and add suppleness. Palm oil and Groundnut oil act as cleansing agents and soothe the skin.

Skin types: Sensitive, delicate and mature skins; gentle enough to be suitable for use as a baby cream.

Use: Apply on face and neck nightly to remove make up. Finish with Biocatalyst Tonic.

D. Multi protection day cream

Purpose: to act like a second skin; to penetrate deep into epidermis to insure protection, promote elasticity and improve suppleness; and to clarify skin while soothing and hydrating.

Primary ingredients: Ulva lactuca extract, a fragile green algae that can resist wave pressure up to 20 tons per cubic centimeter because of an elastic fiber network similar to elastin. This extract provides hydrating and protective properties that protect against the harsh elements of the environment. Shea butter nourishes skin and acts against dehydration.

Skin types: Dry and Normal.

Use: Gently massage a few drops onto clean and toned skin each morning.

E. Regenerating facial scrub (micro marbles)

Purpose: to clean off dead skin cells to promote regeneration of healthy new cells; to lighten complexion and impart radiance to the skin; and to soften and purify the epidermis.

Primary ingredients: Spherical micro-marbles exfoliate without causing irritation. Crithmun maritimum extract purifies epidermis and boosts cell regeneration.

Skin types: All

Use: Every other week for dry and sensitive skins, weekly for oily and normal skin types. Apply gently on clean skin, rinse with water and apply Biocatalyst Tonic.

F. Hydrating Cream Mask

Purpose: to soften skin; to provide equilibrium for cutaneous functions; to regenerate, while providing firmness; and to maintain hydration of the epidermis.

Primary ingredients: Ulva lactuca extract is efficient in fighting skin slackening. Codium tomentosum extract provides long-lasting deep hydration of the upper epidermal layer. Enriched vitamin A, for skin regeneration.

Skin types: Suitable for all skin types but most beneficial for sensitive skin.

Use: Apply on face, around eye contour area and on the neck after a gentle exfoliation. Allow to settle for three to five minutes, then wipe off excess with a soft tissue.

G. Purifying Cream Mask

Purpose: to smooth skin; to regenerate, enlighten and firm the skin; to deep clean the skin, while purifying and balancing the sebaceous functions; and to maintain hydration of the upper layers of the epidermis.

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Primary ingredients: Laminaria digitata extract. This brown algae has anti-lipasic and sebostatic activities to fight against inflammation and regulate sebaceous secretions. Critmum maritimum extract rich in essential oils that purify the epidermis and boost cellular regeneration. Vitamin A palmitate, to reinforce suppleness.

Skin types: Oily and combination skins.

Use: Apply on face (except eye area) and neck after a peeling or when skin is tired. Allow to settle for five to seven minutes, then gently remove excess.

H. Peel-Off facemask

Purpose: to form a polymeric mask that cleans the skin and lightens the complexion.

Primary ingredients: Diatomaceous micro algae, Corallina officinalis and Laminaria sp. combine to increase cell metabolism.

Skin types: All

Use: Apply to face weekly. Leave on the face approximately ten minutes then peel off starting from the neck.

I. Royal sea cream (remineralizing face, body and hair algae mask)

Purpose: to tone, relax, remineralize and detoxify the face, body and hair; to be used as a hair mask to nourish the bulb, sooth the scalp and strengthens the hair shaft; and to be applied on the body as a remineralizing source.

Primary ingredients: Rhodophycea and Pheophycea provide minerals necessary to improve metabolism and elasticity of skin fibers. In addition they aid in the elimination of skin toxins. Red seaweed adds hydrating properties to the upper epidermal layer that are essential to skin suppleness.

Skin types: All

Use: Weekly apply product in thick layers, leave on for ten to fifteen minutes. Finish with a shower or a shampoo.

J. Body lotion (intensive hydration)

Purpose: to fight dryness, restore and maintain hydrolipidic film, nourish, regenerate, prevent aging and improve elasticity; to protect your skin from the environment; and to leave the skin firm and smooth.

Primary ingredients: A powerful marine osmoregulator extracted from green seaweed and Chondrus crispus extract maintain an in-depth long-term hydration rate of the epidermis. Carraghenans work on the skins surface with the skins natural proteins to create a protective film. Vegetable oil from Karite butter increases cell regeneration and insures suppleness.

Skin types: All

Use: Apply daily on dried skin all over the body with a soft circular motion.

K. Super firming gel (algae firming gel)

Purpose: to firm and tone the skin, combined with a lipolytic action to support the acceleration of the elimination of fat cells.

Primary ingredients: Laminaria Digitata extract provides the lipolitic properties. Pelvetia Canaliculata improves blood circulation.

Skin types: All

Use: Gently massage the gel into belly, hips, and buttocks. For legs and thighs apply with an upward motion.

L. Tensing and regenerating cream

Purpose: to smooth and tense the epidermis; to prevent dehydration of dry skin areas; to reinforce cutaneous elasticity; and to create a lifting effect.

Primary ingredients: Algae oil from Laminaria digitata is rich in vitamin A to protect from free radicals and aid in fiber regeneration, vitamin E which promotes hydration, vitamin C to speed up the healing process and vitamin F (from the Omega 6 family) to promote suppleness and nourish the skin.

Skin types: All

Use: In morning and evening apply a small amount of the active serum on arms, tummy, legs, bust and/or buttocks. Slightly massage until fully absorbed into the skin.

M. Sparkling sea pebbles

Purpose: Relaxes and soothes the skin. Re-mineralizes the skin by providing trace elements and minerals required for the body’s natural balance. Delicately perfumes the skin.

Primary ingredients: Atomized sea water extracted from the Gulf Stream is combined with Patchouli (anti-inflammatory), lemon zest and mint (invigorating) and essential oils for aromatheraputic benefit.

Skin type: Hypoallergenic for all skin types.

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Use: After stepping into the bath place the pebble in the small of the back to benefit from the Jacuzzi effect. It can also be used for a very relaxing footbath.

N. Soothing after-sun gel

Purpose: to calm the epidermis after sun exposure; to stop the heat sensation; and to rehydrate the epidermis.

Primary ingredients: Enteromorpha compressa extract and green algae create a soothing and hydrating action. This combination of ingredients has a peptide action that has been proven excellent in fighting problems caused by over-exposure to the sun (tightening, stinging, itching and heat sensation). It also reduces the intensity and duration of sunburn. Codium tomentosum extract is a powerful marine osmoregulator that helps in maintaining the epidermis hydration rate at the optimal level.

Skin types: All

Use: Apply generously on face and body. Within two hours of applying after-sun gel apply the hydrating milk to preserve and enhance the skins beauty.

O. Sun care hydrating milk (SPF 8)

Purpose: to protect the skin from the suns harmful rays; to ensure a uniform tan; to soften and smooth skin and to preserve the epidermis hydration.

Primary ingredients: A mix of three algae extracts to obtain protection against UVA and UVB rays while still allowing the skin to tan. A vegetable oil cocktail, rich in vitamins A and E to reinforce the skins hydration capacity and nutrients to ensure the skins suppleness. Glycerin provides a natural dampener to soften and smooth the skin.

Skin types: All

Use: Apply in an even layer all over the body. Renew application frequently during extended periods of sun exposure.

P. Anti-aging protective sun cream (SPF 12)

Purpose: to ensure a safe and rapid suntan; to preserve epidermal hydration; and to fight against premature aging of the skin caused by the sun.

Primary ingredients: Chritmum Maritimum and Phaeodactylum Tricornotum phylo plankton combine to create a natural synergy rich in the essential fatty acids EPA/DHA. This ensures cellular regeneration and the formation of ceramids that are essential to the balance of the hydrolipidic film. Oil of Karite butter ensures the skin will maintain a supple texture and appearance. Palm oil (nourishing and softening), liquorice extract (anti-inflammatory) and a insaponifiable of Soya and Avocado extract aide in maintaining the skins fiber and give the cream its total care capacity.

Skin types: All

Use: During or before sun exposure. Apply frequently during extended periods of exposure to the sun.

Fitness Apparel and Related Accessories

Blue Spa plans on developing an authentic line of fitness apparel and accessories for women, men, and female youth. The assortment of apparel will include fitness pants, shorts, tops and jackets, is designed for healthy lifestyle activities such as yoga, running and general fitness. The fitness-related accessories will include, among others, gym bags, yoga mats, and water bottles.

Blue Spa’s initial apparel launch will include eight styles. Three of the styles will be offered in three colors with the remaining four offered in black. Sizing will be S-M-L in all items. Blue Spa’s initial apparel will include the following styles:

1. long sleeve poly pique V-neck for medium to high activity workout

2. long sleeve poly pique mock for medium to high activity workout;

3. hip length lycra jacket for warm-up and cool down;

4. special loose fit designed lycra pant for yoga;

5. lycra tight for heavy aerobic activity;

6. lycra short for heavy aerobic exercise;

7. lycra long sleeve crew top for warm up and cool down;

8. rib-cotton crew shirt for warm-up and cool down.

Markets

Because Blue Spa plans to be a combined wholesale (to the end user through a reseller) and retail (direct to end user) strategy its target customer must be broken into two distinct groups: (1) the reseller and (2) the end user.

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Blue Spa’s target customers (vs. end user) for wholesale distribution will be resellers who recognize the needs of the targeted consumer and who identifies with that consumer. The wholesale strategy will target select spas, department stores and specialty stores that are recognized trend leaders (i.e. Fred Segal, Bergdorf Goodman, Barney’s and Fellisimo). This product positioning will further establish the brand image of Blue Spa. Blue Spa will reach its targeted reseller market through four distinct reseller channels.

1. Spas and Health Clubs:

Most high-quality day spas and health clubs (and many upscale spas at resort properties) use generic products. Blue Spa’s goal will be to develop affiliations with select spas in urban areas and vacation destinations to establish is wholesale business and market its brand of products. Blue Spa’s manufacturing partnerships will allow it to offer the resellers bulk product at favorable prices to them while allowing Blue Span acceptable margins.

2. Lifestyle Retailers:

Blue Spa’s target retailer will be lifestyle-based rather than the typical soaps and potions or natural product retailers. These retailers exist in almost every city, such as Wilkes Bashford in San Francisco, Mario’s in Seattle, Harold’s in several south central cities, Fred Segal in Los Angeles, Bergdorf Goodman in New York and Colette in Paris. These retailers have developed a loyal and sophisticated customer base.

3. Cosmetic Specialty Retailers:

Sephora is the major force in this category.

4. Boutique Department Stores:

This category is composed of what was once called “Carriage Trade” retailers. Blue Spa will limit its wholesale target customers within this segment to Saks, Niemans and Barneys.

Blue Spa’s targeted end users are between the ages of 24 and 65 and are predominantly female. They are urban professionals with at least some college-level education. This targeted end user has an active lifestyle and is concerned about social and environmental issues. Mind and body wellness are important to them. They belong to a health club; take yoga, Pilates or tai chi lessons. The effects of aging and the maintenance of a youthful appearance are a part of their life.

Distribution Methods

Distribution of Blue Spa’s skin care products and fitness apparel and related accessories will be managed from a facility in Hong Kong for the short term. For the long term, Blue Spa plans to manage distribution through a strategic alliance capable of handling both wholesale distribution and retail fulfillment. Blue Spa is in the process of identifying a distribution facility in Hong Kong for the purpose of its short term wholesale distribution needs.

Additionally, Blue Spa will develop its market position by combining a wholesale distribution strategy with a retail strategy that includes a day spa or affiliations with spas. Blue Spa will provide retail appropriate packaging and develop bulk sizes for distribution within the spa trade.

For Blue Spa’s fitness apparel and accessory lines, Blue Span also plans on developing strategic alliances with select yoga and fitness facilities for the distribution and sale of its fitness apparel and related accessories at those facilities.

Status of Products

Blue Spa is the registered owner of www.bluespashop.com and is currently developing a website for this domain name. Blue Spa acquired the domain name www.bluespashop.com on July 28, 2010.

None of Blue Spa’s skin care products or its fitness apparel is in production nor has Blue Spa commenced any research and development of such products or fitness apparel.

Blue Spa’s first goal is to identify and reach an agreement with a lab and a manufacturer located in the Brittany region of France, where the Brehat archipelago lies off the coast of Brittany and is unique for its wide range of sea algae and seaweed, which Blue Spa intends to utilize in its Water Range products. Some of the top marine biotechnology specialists in the world are located in this region and Blue Spa wants to utilize their skill and expertise in developing and producing its Water Range of skin care products from the sea.

In identifying a lab, Blue Spa will look for one with state of the art research and development resources and an innovative research and development department with a strong technical background. For a manufacturer, Blue will look for one that can provide Blue Spa with access to gradable production flow. Also, the manufacturer will (1) need to be able to produce both small and large volumes of skin care product, (2) have an experienced quality control department, and (3) have a strong history of complying with government rules and regulations.

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Blue Spa also wants to locate a facility in the Shanghai, China. This region is a producer of some of the essential oils and herbal compounds to be used in Blue Spa’s skin care products. The facility would give Blue Spa access to the latest developments in skin care and essential oils. Also, Blue Spa is looking for a manufacturing facility that contains a small lab that specializes in reverse engineering and can also handle a small-run production. This facility would be used to develop and test Blue Spa’s products.

For its fitness apparel, Blue Spa is looking for a manufacturer and a facility in the United States that can produce high quality fitness apparel from technical fabrics and has complete pattern-making and sewing facilities for cut and sew products as well as knit goods. The availability of such technical knowledge and production capability would provide Blue Spa with significant flexibility in developing its fitness apparel and managing inventory demands. During the early phases of development of Blue Spa, the facility will also have to handle fulfillment of apparel orders.

For its related accessories, Blue Spa is looking to enter into a contract with a manufacturer of quality sports-related accessories including: bags, hats, totes and socks for the wholesale market with office and distribution facilities preferably located in southern California.

Competitive Conditions

Blue Spa will occupy a unique market position. No other brand offers a specialty line that includes skin care, cosmetics, fitness apparel and accessories. However, within each category significant brands do exist with quality and price varying widely within each category. Blue Spa’s competitive advantage will be the positioning as a quality brand.

In the skin care and cosmetics category the competition can be divided into three groups:

(1) Commercial - i.e. MAC, Origins, Philosophy, Erno Laslo and Shesheido;

(2) Clinical - i.e. Kiehl’s, Clinique, Clarins and Dr. Hauscha;and

(3) Spa - private label brands associated with spas.

The commercial brands are primarily sold through department stores. They vary widely in quality from Origins to Shesheido. They also vary widely in price. The major advantage of these competitors is their financial strength and their department store relationships.

The clinical brands are perceived to be “authentic”. Their image is based upon the perception of treatment qualities verses purely cosmetic benefits. These brands are sold through their own retail outlets, specialty stores, department stores and/or health food stores. Kiehl’s is perceived as one of the most authentic of the clinical brand.

The spa brands are sold almost exclusively at the spas they are associated with. This close affiliation provides a validation for the products but limits their ability to achieve wide market distribution. Bliss and Aveda are notable exceptions. These two brands have achieved wide market distribution and brand recognition.

Competition in the fitness apparel industry is principally on the basis of brand image and recognition as well as product quality, innovation, style, distribution and price. Management believes that Blue Spa will successfully compete on the basis of its unique brand image, its focus on women, and its technical product innovation.

Nike recently announced the formation of a women’s division as a separate business unit. While this offers the possibility of a major competitor in the women’s fitness category, it also highlights the opportunity. Puma is the only brand that has developed a line of fitness apparel focused specifically at this consumer. Their Nuala line has been developed with Christy Turlington. They have positioned this line to sell through women’s specialty stores rather than traditional sport retailers. Early sales have been exceptional, further highlighting the potential within this category.

The market for fitness apparel is highly competitive. It includes increasing competition from established companies who are expanding their production and marketing of performance products, as well as from frequent new entrants to the market. Blue Spa will be in direct competition with wholesalers and direct sellers of athletic apparel, such as Nike, Inc., adidas AG, which includes the adidas and Reebok brands, and Under Armour, Inc. We also compete with retailers specifically focused on women’s fitness apparel including lululemon athletica inc, Lucy Activewear Inc., The Gap, Inc. (including the Athleta collection), and bebe stores, inc. (including the BEBE SPORT collection).

Raw Materials

The principal raw materials to be used in the manufacture of Blue Spa’s skin care products are essential oils, herbal compounds, marine minerals, and algae. For its fitness apparel, Blue Spa will use technical and natural fabrics.

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Principal Suppliers

Blue Spa currently has no principal suppliers. Blue Spa needs to establish a supply chain for its products and the raw materials for the products. Also, Blue Spa will need to identify supply sourcing within the regions of manufacture to allow for improved supply chain efficiencies.

Dependence on Customers

Currently, Blue Spa is not dependent on one or a few major customers.

Trademark and Licenses

Blue Spa currently has no patents or trademarks; and Blue Spa is not party to any license, franchise, concession, or royalty agreements or any labor contracts.

Government Approvals and Regulations

Currently, Blue Spa is in compliance with all business and operations licenses that are typically applicable to most commercial ventures. However, there can be no assurance that existing or new laws or regulations that may be adopted in various jurisdictions in the future, will not impose additional fees and taxes on Blue Spa and its business operations. Management is not aware of any such revisions to existing laws and regulations nor new laws or regulations that could have a negative impact on Blue Spa’s business and add additional costs to Blue Spa’s business operations.

Also, Blue Spa and its products will be subject to regulation by the Food and Drug Administration and the Federal Trade Commission in the United States, as well as by various other Federal, state, local and international regulatory authorities and the regulatory authorities in the countries in which its products are manufactured or sold. Such regulations principally relate to the ingredients, labeling, packaging and marketing of the products. Management believes that Blue Spa will be able to comply with such regulations, as well as with applicable Federal, state, local and international and other countries’ rules and regulations governing the discharge of materials hazardous to the environment. There are no significant capital expenditures for environmental control matters either planned in the current year or expected in the near future.

Research and Development Costs

Since September 4, 2009, Blue Spa has not spent any funds on either company-sponsored research and development activities or customer-sponsored research activities relating to the development of new products, services or techniques or the improvement of existing products, services, or techniques.

Employees

Blue Spa currently does not have any employees. Blue Spa intends to retain the services of a vice president of product development, a director of retail operations, a director of finance, a creative director and administrative manager. In the first years of development of Blue Spa’s business operations these people will all fill multiple rolls. Also, management intends to identify and appoint industry advisors to provide management with a valuable sounding board for strategic and creative decisions.

Description of Property

Blue Spa’s sole asset consists of its domain name www.bluespashop.com.

Blue Spa’s executive offices are located at 26/F Building A, Times Plaza, 2 Zongfu Road, Chengdu 610016, China. Blue Spa is renting the offices for $100 per month. Management believes that Blue Spa’s current facilities are suitable and adequate to meet its current needs, and that suitable additional or substitute space will be available as needed to accommodate expansion of Blue Spa’s Business operations.

Legal Proceedings

Blue Spa has no legal proceedings that have been or are currently being undertaken for or against Blue Spa nor are any contemplated.

Page - 23

SEC Filings

This prospectus and exhibits will be contained in a Form S-1 registration statement that will be filed with the Securities and Exchange Commission. Blue Spa will become a reporting company after this registration statement has been declared effective by the Securities and Exchange Commission (“SEC”). As a reporting company Blue Spa will file quarterly, annual, beneficial ownership and other reports with the SEC. However, unless Blue Spa has the requisite number of shareholders it is only obliged to report to the SEC for one year.

You may read and copy any materials Blue Spa files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You may obtain information from the Public Reference Room by calling the SEC at 1-800-SEC-0330. Since Blue Spa is an electronic filer, the easiest way to access its reports is through the SEC’s Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Market for Common Equity and Related Stockholder Matters

Market Information

There is presently no public market for Blue Spa’s common stock. Blue Spa anticipates applying for trading of its common stock on the Over the Counter Bulletin Board (OTCBB) upon the effectiveness of the registration statement of which this prospectus forms a part. However, Blue Spa can provide no assurance that its shares will be traded on the OTCBB or, if traded, that a public market will materialize.

Blue Spa has no common stock that is subject to outstanding warrants to purchase or securities that are convertible to Blue Spa common stock.

As of January 29, 2010, 2010 Blue Spa had 7 million common shares outstanding of which 3 million common shares are owned by non-affiliate shareholders and 4 million common shares are owned by Blue Spa’s sole Director and Officer who is an affiliate.

Subject to the Rule 144 volume limitations and the “shell company” trading restrictions described in the paragraph below, there are a total of 3,000,000 shares of Blue Spa’s common stock that can be sold pursuant to Rule 144 as follows:

· 3 million common shares of Blue Spa’s common stock owned by 30 non-affiliates since January 29, 2010.

Rule 144 Shares

Subject to Blue Spa’s status as a “shell company” as defined by the SEC and discussed below, under Rule 144 a shareholder, including an affiliate of Blue Spa, may sell shares of common stock after at least six months have elapsed since such shares were acquired from Blue Spa or an affiliate of Blue Spa. Rule 144 further restricts the number of shares of common stock which may be sold within any 90 day period to the greater of one percent of the then outstanding shares of common stock or the average weekly trading volume in the common stock during the four calendar weeks preceding the date on which notice of such sale was filed under Rule 144. Certain other requirements of Rule 144 concerning availability of public information, manner of sale and notice of sale must also be satisfied. In addition, a shareholder who is not an affiliate of Blue Spa, and who has not been an affiliate of Blue Spa for 90 days prior to the sale, and who has beneficially owned shares acquired from Blue Spa or an affiliate of Blue Spa for more than one year may resell the shares of common stock without compliance with the foregoing requirements under Rule 144.

If Blue Spa is classified as a “shell company” for having (1) no or nominal operations and (2) no or nominal assets, then Rule 144 will not be available to the shareholders of Blue Spa and they would not be able to sell their shares until Blue Spa is no longer classified as a “shell company” or the shares are registered. Shareholders would only be able to rely on Rule 144 and to sell their shares (a) once the shares are registered or (b) one year after Blue Spa files the required information once it ceases to be a “shell company”.

Holders of Blue Spa’s Common Stock

As of September 10, 2010 Blue Spa had 31 holders of its common stock.

Equity Compensation Plans

Blue Spa has no equity compensation program including no stock option plan and none are planned for the foreseeable future.

Page - 24

Registration Rights

Blue Spa has not granted registration rights to the selling shareholders or to any other person.

Dividends

There are no restrictions in Blue Spa’s articles of incorporation or bylaws that restrict Blue Spa from declaring dividends. The Nevada Revised Statutes, however, do prohibit Blue Spa from declaring dividends where, after giving effect to the distribution of the dividend:

1. Blue Spa would not be able to pay its debts as they become due in the usual course of business; or

2. Blue Spa’s total assets would be less than the sum of its total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

Blue Spa has not declared any dividends. Blue Spa does not plan to declare any dividends in the foreseeable future.

Page - 25

Financial Statements

BLUE SPA INCORPORATED

FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31 2010

AN INDEPENDENT AUDITOR’S REPORT

INDEX TO FINANCIAL STATEMENTS

	Index
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet	F-2
Statement of Operations	F-3
Statement of Stockholders’ Deficit and Comprehensive Income	F-4
Statement of Cash Flows	F-5
Notes to the Financial Statements	F-6 to F-12

Page - 26

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, 2010, and the related statements of operations, stockholders’ deficit and other comprehensive income, and cash flows for the period from September 4, 2009 (inception) to May 31, 2010. 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. An 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, 2010 and the results of its operations and its cash flows for the period from September 4, 2009 (inception) to May 31, 2010, 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.

/s/ Dominin K.F. Chan & Co

Dominic K.F. Chan & Co

Certified Public Accountants

Hong Kong August 16, 2010

F - 1

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

		May 31,2010
ASSETS
Current Assets :
Cash and cash equivalents	$	12,560
TOTAL ASSETS	$	12,560
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities :
Accrued expenses	$	13,466
TOTAL LIABILITIES		13,466
Going concern – Note 2
STOCKHOLDERS’ DEFICIT
Common stock – Note 4
Par value: US$0.0001
Authorized: 500,000,000 shares
Outstanding but not issued 7,000,000 shares	$	700
Additional paid in capital		16,300
Deficit accumulated during the development stage		(17,906)
TOTAL STOCKHOLDERS’ DEFICIT		(906)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,560

See accompanying notes to financial statements

F - 2

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

	For the period September 4, 2009 (inception) through
	May 31,2010
Administrative and other operating expenses	$	(14,990	)
Formation cost		(2,916	)
Operating loss before income taxes		(17,906	)
Income taxes		-
Net loss and comprehensive loss	$	(17,906	)
Loss per share of common stock
- Basic and diluted		(0.005	)
Weighted average shares of common stock
- Basic and diluted		3,447,778

See accompanying notes to financial statements

F - 3

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT

AND COMPREHENSIVE INCOME

							Deficit
							accumulated
					Additional		during the
	Common stock				Paid-in		development
	Share(s)		Amount		Capital		stage			Total
Balance, September 4, 2009 (Inception)		-		-		-		-			-
Issuance of common stock on January 14, 2010		4,000,000	$	400	$	1,600		-		$	2,000
Issuance of common stock on January 18, 2010		600,000	$	60	$	2,940		-		$	3,000
Issuance of common stock on January 19, 2010		600,000	$	60	$	2,940		-		$	3,000
Issuance of common stock on January 21, 2010		200,000	$	20	$	980		-		$	1,000
Issuance of common stock on January 22, 2010		100,000	$	10	$	490		-		$	500
Issuance of common stock on January 25, 2010		200,000	$	20	$	980		-		$	1,000
Issuance of common stock on January 27, 2010		100,000	$	10	$	490		-		$	500
Issuance of common stock on January 28, 2010		1,000,000	$	100	$	4,900		-		$	5,000
Issuance of common stock on January 29, 2010		200,000	$	20	$	980		-		$	1,000
Net loss		-		-		-	$	(17,906	)	$	(17,906	)
Balance, May 31, 2010		7,000,000	$	700	$	16,300	$	(17,906	)	$	(906	)

See accompanying notes to financial statements

F - 4

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

	For the period September 4, 2009 (inception) through
	May 31,2010
Cash flows from operating activities:
Net loss	$	(17,906	)
Changes in current assets and liabilities
Accrued expenses		13,466
Net cash generated from operating activities	$	(4,440	)
Cash flows from financing activity:
Proceeds from issuance of common stock		17,000
Net cash generated from financing activity		17,000
Net increase in cash and cash equivalents	$	12,560
Cash and cash equivalents at beginning of the period		-
Cash and cash equivalents at end of the period	$	12,560

See accompanying notes to financial statements

F - 5

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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, 2010.

2. Summary of principal accounting policies

On June 29, 2009, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. generally accepted accounting principles (GAAP) for all non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) are also sources of authoritative U.S. GAAP for SEC registrants. The Codification does not change U.S. GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic areas. The Codification Is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Company’s financial statements.

Basis of presentation

The Company has not earned any revenue from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Entity” as set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

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.

F - 6

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

2. Summary of principal accounting policies (Continued)

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.

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.

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 period ended May 31, 2010, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASU 220.

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.

F - 7

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

2. Summary of principal accounting policies (Continued)

Fair value of financial instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

The fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and short term note - related party, approximate their carrying values since they are short term in nature and they are receivable or payable on demand.

Management is of the opinion that the Company is exposed to significant interest or credit risks arising from the bank-held assets. The Company is operating outside the United States of America and may have significant exposure to foreign currency risk due to the fluctuation of the currency in which the Company operates and the U.S. dollar.

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

- Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. As of May 31, 2010, the Company did not have any level 1 inputs.

- Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. Our Level 2 instruments consists options issued for services. As of May 31, 2010, the Company did not have any level 2 inputs.

- Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. As of May 31, 2010, the Company did not have any level 3 inputs.

The carrying values of cash, accounts payable and loan payable approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

F - 8

BLUE SPA INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

2. Summary of principal accounting policies (Continued)

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.

Going Concern

~~These~~We have ~~financial~~limited ~~statements~~operations and have ~~been~~sustained ~~prepared~~operating losses resulting in ~~conformity~~a ~~with~~deficit. ~~generally~~In ~~accepted~~view ~~accounting~~of ~~principles~~these inmatters, ~~the~~realization ~~United~~values ~~States,~~may be ~~which~~substantially ~~contemplate~~different ~~continuation~~from carrying values as shown. As of ~~the~~December ~~Company~~31, as2023, we have accumulated a ~~going~~deficit ~~concern.~~of ~~However~~$3,359,757 ~~the~~since ~~Company~~inception ~~has~~and ~~limited~~have ~~operations~~yet ~~and~~to achieve ~~has~~profitable ~~sustained~~operations ~~operating~~and further losses ~~resulting~~are anticipated in athe ~~deficit~~development of our business. InOur ~~view~~ability ofto ~~these~~continue ~~matters,~~as ~~realization~~a ofgoing concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a ~~major~~sustainable ~~portion~~profitable level of operations. Our consolidated financial statements do not include any adjustments that might result from the ~~assets~~outcome of this uncertainty. We had $847,724 in ~~the~~cash ~~accompanying~~as ~~balance~~of ~~sheet~~December is31, ~~dependent~~2023. ~~upon~~Cash ~~the~~used ~~continued~~by operations ofwas $1,331,262 for the ~~Company~~year ended December 31, ~~which~~2023. We will need to raise additional cash in ~~turn~~order isto ~~dependent~~fund ~~upon~~ongoing operations over the ~~Company's~~next ~~ability~~12 months. We expect to ~~meet~~finance ~~its~~our operations through public or private equity, debt or other available financing ~~requirements~~transactions. However, ~~and~~there ~~the~~is ~~success~~no ofassurance ~~its~~that ~~future~~such ~~operations~~additional funds will be available for us on acceptable terms, if at all.

The Company has accumulated a deficit of $17,906 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.32

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.Consolidation

~~Research~~The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries YER Brands Inc. and, prior ~~Development~~to ~~Costs~~September 30, 2022, our joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) (“Hero Wellness”). The Company controls 55% of Hero Wellness. At September 30, 2022, Hero Wellness’ assets were impaired and the Company impaired its investment and eliminated Hero Wellness’ accounts from the consolidated financial statements. Previously, pursuant to ASC Topic 810, the joint venture company was considered as a variable interest entity that required the Company to consolidate its account. All intercompany balances and transactions were eliminated in this consolidation. The operating results of the joint venture were included in the Company’s consolidated financial statements and the non-controlling interest that was not attributable to the Company was reported separately.

~~Research and development costs are expensed as incurred.~~Equity Investments

FWe invest in equity securities of public and non-public 9companies for business and strategic purposes. Investments in public companies are carried at fair value based on quoted market prices. Investments in equity securities without readily determinable fair values are carried at cost, minus impairment, if any. We review our equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, we consider the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors in our review. If management’s assessment indicates that an impairment exists, we estimate the fair value of the equity investment and recognize in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.

~~BLUE SPA INCORPORATED~~Revenue Recognition

(AIn May ~~DEVELOPMENT~~2014, ~~STAGE~~the ~~COMPANY~~Financial Accounting Standards Board (“FASB”) issued guidance on the recognition of Revenue from Contracts with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas, including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

~~NOTES~~Recently issued TOaccounting ~~FINANCIAL STATEMENTS~~pronouncements

2In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses.” ~~Summary~~The provision sets forth a “current expected credit loss” model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the prior incurred loss model and is applicable to the measurement of ~~principal~~credit ~~accounting~~losses ~~policies~~on ~~(continued)~~financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. SPGX adopted this standard as of December 31, 2022, with no impact.

~~Website~~We adopt ~~Development~~new ~~Costs~~pronouncements relating to US GAAP applicable to us 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 consolidated financial statements.

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.33

~~Costs~~Results ~~associated with the website consist primarily~~ of ~~website~~Operations ~~development~~for ~~costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon~~ the ~~website~~Quarter ~~becoming~~Ended ~~operational. Internal~~March ~~costs~~31, ~~related~~2024 Compared to the ~~development~~Quarter ofEnded ~~website~~March ~~content~~31, ~~will be charged to operations as incurred. Website development costs related to the customers are charged to cost of sales.~~2023

Concentration of credit risk

	For the Three			For the Three
	Months Ended			Months Ended
	March 31, 2024			March 31, 2023
	(Unaudited)			(Unaudited)
Operating Expenses
Administrative and other operating expenses		101,030			19,064
Advertising and marketing		2,147			-
Depreciation		10,212			770
Amortization of ROU Assets		59,516			-
Management fees		267,581			201,591
Professional fees		77,942			83,308
Rent expense		-			49,607
Operating expenses		42,889			-
Wages and salaries		145,329			53,476
Travel expenses		29,718			7,018
Vehicle expenses		23,953			-
Lease liability expense		42,688			-
Research and development expense		7,770			-
Stock based payments		148,195			-
		958,970			414,834

Operating loss before other items		(958,970	)		(414,834	)
Miscellaneous income		87,172			21,574
Interest (expense) income		(810	)		1,228

Net loss		(872,608	)		(392,032	)
Comprehensive gain (loss) – translation		51,820			(4,898	)

Net loss and comprehensive loss attributed to shareholders	$	(820,788	)	$	(396,930	)

Loss per share of common stock
-Basic and diluted	$	(0.003	)	$	(0.003	)
Weighted average no. of shares of common stock
-Basic and diluted		296,037,813			147,958,345

Operating Expenses. The Company’s ~~places~~operating ~~its~~expenses ~~cash~~during ~~and~~the ~~cash~~three ~~equivalents~~months ~~with~~ended aMarch ~~high~~31, ~~credit~~2024 ~~quality~~were ~~financial~~$958,970 ~~institution~~as compared to $414,834 for the same time period of the prior fiscal year. The ~~Company~~increase ~~maintains~~in ~~United~~operating ~~States~~expenses ~~Dollars~~can atbe primarily attributed to the expansion of business activities following the reverse acquisition of Legacy Lithium Harvest. The most significant cost drivers are related to stock based compensations, which increased from $0 in the first quarter of 2023 to $148,195 during the first quarter of 2024. As disclosed above, the stock based compensation in the form of RSUs requires stockholder approval prior to settlement Additionally, the increase in operating expenses was affected by a ~~bank~~significant increase in wages and salaries, which increased to $145,329 for the ~~Switzerland~~three ~~that~~months ending ~~are~~March ~~not~~31, ~~insured~~2024 as compared to $53,476 in the corresponding quarter for the year 2023. The ~~Company~~third ~~minimizes~~major ~~its~~driver ~~credit~~of ~~risks~~operating ~~associated~~expenses was ~~with~~increased ~~cash~~administrative byand ~~periodically~~other ~~evaluating~~operating expenses, which increased from $19,064 for the ~~credit~~quarter ~~quality~~ending March 31, 2023 to $101,030 during the quarter ending March 31, 2024. This increase in cost is largely attributed to expansion of ~~its~~our ~~primary~~operating ~~financial~~activities. ~~institution~~Additionally, management fees increased from $201,591 for the quarter ending March 31, 2023 to $267,581 for the quarter ending March 31, 2024.

~~Development~~Miscellaneous Income. ~~Stage~~During the three months ended March 31, 2024, the Company had miscellaneous income of $87,172, compared to $21,574 during the same prior fiscal year period. This increase in miscellaneous income was attributable to income from sub-leases of office space at our Denmark office.

~~The~~Net Loss. During the three months ended March 31, 2024, the Company ishad a ~~developmental~~net ~~stage~~loss ~~company~~of $872,608, ~~and~~compared ~~follows~~to ~~the~~a ~~guideline~~net loss of $392,032 in the ~~Financial~~same ~~Accounting~~prior ~~Standards~~fiscal ~~Board’s~~year ~~(“FASB”)~~period. ~~Accounting~~The ~~Standards~~increased ~~Codifications~~loss ~~(“ASC”)~~was ~~Topic~~generally ~~915~~attributable ~~Development~~to ~~State~~increased ~~Entities.~~expenses ~~All~~in ~~losses~~ramping ~~accumulated~~up ~~since~~our business ~~inception~~activities ~~has~~following ~~been~~the ~~considered~~reverse asacquisition ~~part~~ of Legacy Lithium Harvest. As disclosed above, the ~~Company’s~~largest ~~development~~cost ~~stage~~increases experienced ~~activities~~during the three-month period ended March 31, 2024 stock based compensation, administrative and other operating expenses, wages and management fees.

FTranslation Gain (Loss). During the three-month 10period ended March 31, 2024, the Company had a translation gain of $51,820 as compared to a translation loss of $4,898 during the same period during the year 2023. This translation gain stems from variability in the exchange rate between U.S. Dollars and Danish Krone.

~~BLUE SPA INCORPORATED~~34

(ALiquidity and ~~DEVELOPMENT~~Capital ~~STAGE COMPANY)~~Resources

~~NOTES~~As of TOMarch ~~FINANCIAL~~31, ~~STATEMENTS~~2024, we had cash of $399,945, compared to a cash balance of $847,724 at December 31, 2023. The decrease in cash balance was primarily due to increasing operating expenses as disclosed above. During the 12-month period following the date of issuance of the interim consolidated financial statements and related notes included elsewhere in this prospectus, management anticipates that the Company will not generate sufficient revenues to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management may attempt to secure debt financing for future growth, but due to the absence of meaningful assets and limited operating history, debt financing may not be available to the Company. Management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s common stock, as well as debt if available. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in the Company. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, the Company will not be able to develop its products or facilities and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its business, additional development of its lithium extraction facilities will be required. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

As of March 31, 2024, we had total assets of $2.,393,357, ~~Summary~~and a working capital deficit of ~~principal~~$876,027, ~~accounting~~compared ~~policies~~with ~~(continued)~~total assets of $3,069,604 and a working capital deficit of $205,103 at December 31, 2023. The increase in the working capital deficit was primarily due to a significant decrease in cash from $847,724 on December 31, 2023 to $399,945 on March 31, 2024.Furthermore, the increase in working capital was driven by amounts due to related parties.

~~Recently~~Net Cash ~~issued~~(Used ~~accounting~~in) ~~pronouncements~~Provided ~~(continued)~~by Operating Activities

~~In January 2010,~~ During the ~~FASB~~quarter ~~issued~~ended ~~Accounting~~March ~~Standards~~31, ~~Update~~2024, ~~(“ASU”)~~net ~~2010-06~~cash ~~which~~used isin ~~intended~~operating toactivities ~~improve~~was ~~disclosures~~$389,075 ~~about~~compared ~~fair value measurements. The guidance requires entities~~ to ~~disclose~~net ~~significant~~cash ~~transfers~~provided ~~in and out~~ of ~~fair value hierarchy levels~~$393,498 ~~the reasons~~ for the ~~transfers~~quarter ~~and~~ended toMarch ~~present information about purchases~~31, ~~sales,~~2023. ~~issuances~~The ~~and~~increase ~~settlements separately~~ in ~~the~~cash ~~reconciliation~~used ofin ~~fair~~operating ~~value~~activities ~~measurements~~was ~~using~~primarily ~~significant~~related ~~unobservable~~to ~~inputs (Level 3). Additionally,~~ the ~~guidance~~expansion ~~clarifies that a reporting entity should provide fair value measurements for each class~~ of business ~~assets~~activities ~~and~~following ~~liabilities and disclose~~ the ~~inputs~~reverse ~~and~~acquisition ~~valuation~~of ~~techniques~~Legacy ~~used~~Lithium ~~for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3)~~Harvest. ~~The~~As ~~Company~~disclosed ~~has~~above, ~~applied~~ the ~~new~~largest ~~disclosure~~drivers ~~requirements as~~ of ~~January 1,~~this increase ~~2010,~~in ~~except~~net ~~for~~cash ~~the~~used ~~disclosures~~in ~~about~~operating ~~purchases,~~activities ~~sales,~~were ~~issuances~~increased ~~and~~stock ~~settlements~~based ~~in the Level 3 reconciliation~~compensation, ~~which~~administrative ~~will be effective for interim~~ and ~~annual~~operating ~~periods beginning after December 15~~expenses, wages ~~2010. The adoption of this guidance has not had~~ and ~~is not expected to have a material impact on the Company’s financial statements~~salaries.

InNet Cash ~~February~~Used 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in ~~originally~~Investing ~~issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.~~Activities

3During the quarter ended March 31, 2024, net cash used in investing activities was $25,611 compared to $47,240 for the quarter ended March 31, 2023. ~~Accrued~~The ~~expenses~~decrease in cash used in investing activities was primarily due to decreased spending for office equipment and the completion of our website design process.

~~Accrued~~Net Cash ~~expenses~~Used asin ofFinancing ~~May 31, 2010 are summarized as follows:~~Activities

	May 31, 2010
Accrued audit fee	$	10,000
Accrued accounting fee		550
Accrued formation fee		2,916
Total	$	13,466

During the quarter ended March 31, 2024, net cash flows used in financing activities was $85,843 as compared with $280,038 for the quarter ended March 31, 2023. During the quarter ended March 31, 2024, net cash used in financing activities was due to lease payments. During the quarter ended March 31, 2023, net cash used in financing activities was largely due to share issuances related to the Exchange Transaction.

~~F - 11~~Going Concern

~~BLUE~~We have ~~SPA~~limited ~~INCORPORATED~~operations and have sustained operating losses resulting in a deficit. In view of these matters, realization values may be substantially different from carrying values as shown. As of March 31, 2024, we have accumulated a deficit of $4,232,365 since inception and have yet to achieve profitable operations and further losses are anticipated in the development of our business. Our 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. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We had $399,945 in cash as of March 31, 2024. Cash used by operations was $389,075 for the quarter ended March 31, 2024. We will need to raise additional cash in order to fund ongoing operations over the next 12 months. We expect to finance our operations through public or private equity, debt or other available financing transactions. However, there is no assurance that such additional funds will be available for us on acceptable terms, if at all.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. Common stock

During the year ended May 31, 2010, the Company sold 7,000,000 shares of common stock for a total aggregate amount of $17,000. These shares have not been issued. There were no warrants or stock options outstanding for the period ended May 31, 2010.

5. Income tax

As of the fiscal period ended May 31, 2010, the Company had net operating loss carry forward. The expenses for the period ended May 31, 2010 will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance in full amount of the deferred tax asset since it is less than likelihood of future taxable income.

Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:

	Cumulative from
	Inception on
	September 4, 2009
	Through
	May 31, 2010
Net Income (loss) for the period	(17,906)
Statutory and effective tax rate	29.16%
Income tax expense (recovery) at the effective rate	(5,221)
Tax losses carry forward deferred (recognized)	5,221
Corporate income tax expense and corporate income taxes payable	$ -

As at May 31, 2010, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.

	May 31, 2010
Tax loss carried forward	$ 17,906
Deferred tax assets	5,221
Valuation allowance	(5,221)
Deferred taxes recognized	$ -

6. Subsequent event

Pursuant to the terms of amended articles of incorporation on August 16, 2010, Blue SPA Incorporated has changed the par value of its shares from $0.001 to $0.0001 per share. This amendment has been retroactively applied in the financial statements.

All material subsequent events from the balance sheet date through the date of issuance of this report have been disclosed above.

F - 12

Management’s Discussion and Analysis of Financial Condition

General

This discussion should be read in conjunction with the May 31, 2010 audited financial statements, the notes, and the tables included elsewhere in this registration statement. Management’s discussion and analysis contains forward-looking statements that are provided to assist in the understanding of anticipated future performance. However, future performance involves risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. See “Forward-looking Statements” below for more details.

Blue Spa is a startup company engaged in the development, production, wholesale distribution, and retail sales of quality natural skin and body care products, fitness apparel, and related accessories. Blue Spa is focused on developing a multi-channel concept, which will combine a wholesale distribution network with a retail strategy, e-commerce, and a consumer catalogue. Blue Spa has not commenced significant operations and is considered a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 Accounting and Reporting by Development Stage Enterprises, and follows the guideline of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codifications (“ASC”) Topic 915 Development State Entities

Liquidity, Capital Resources and Financial Position

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At May 31, 2010, Blue Spa had a cash balance of $12,560 and negative cash flows from operations of $4,440 for the year ended May 31, 2010.

From its inception, on September 4, 2009 to May 31, 2010 Blue Spa raised a total of $17,000 from private offerings of its shares of common stock, which has been used to fund Blue Spa’s operations to date. Since June 1, 2010 Blue Spa has not raised any additional funds.

The notes to Blue Spa’s audited financial statements as of May 31, 2010, disclose its uncertain ability to continue as a going concern. Blue Spa has not and does not expect to generate any revenues to cover its expenses while it is in the development stage and as a result Blue Spa has accumulated a deficit of $17,906 since inception. As of May 31, 2010, Blue Spa had $13,466 in current liabilities. When its current liabilities are offset against its current assets of $12,560 Blue Spa is left with a negative working capital of $906. While Blue Spa has successfully generated sufficient working capital through the sale of common stock to the date of this filing and management believes that Blue Spa can continue to do so for the next year, there are no assurances that Blue Spa will succeed in generating sufficient working capital through the sale of common stock to meet its ongoing cash needs.

Net Cash Flows From Operating Activities. Net cash flows from operating activities during the year ended May 31, 2010 was a net loss of $17,906, which was primarily due to accrued expenses of $13,466.

Net Cash Flows From Investing Activities. Blue Spa did not have any investing activities during the year ended May 31, 2010.

Net Cash Flows From Financing Activities. During the year ended May 31, 2010 Blue Spa raised $17,000 in common stock subscriptions.

Results of Operations

Year Ended May 31, 2010

Net Loss. During the year ended May 31, 2010, Blue Spa had a net loss of $17,906 or $0.005 per share. The loss was primarily due to administrative and other operating expenses and cost of formation.

Revenue. Blue Spa had no operating revenues since its inception on September 4, 2009, through to May 31, 2010. Blue Spa’s activities have been financed from the proceeds of share subscriptions.

Operating Expenses. Blue Spa’s operating expenses since its inception on September 4, 2009, through to May 31, 2010 were $17,906. The operating expenses were primarily due to $14,990 in administrative and other operating expenses, and $2,916 in formation costs.

Inflation

Management anticipates ~~does~~increased ~~not~~inflation ~~believe~~in ~~that~~all ~~inflation~~areas ~~will~~of ~~have~~operations. aHigh ~~material~~rates ~~impact~~of oninflation ~~Blue~~could ~~Spa~~impact the Company’s ~~future~~development ~~operations~~costs for its first production plant expected to be operational in 2025. During the construction of our first production plant, we expect to rely on the delivery of certain components from third party vendors, such as filtration equipment, piping and other goods. We cannot rule out that inflation could affect the cost of these components during the construction process, leading to increased development costs. Additionally, the Company could suffer from negative effects from wage inflation. We anticipate increasing our number of employees for the construction and operation phase of our first lithium production plant. Wage inflation could lead to higher than anticipated employee expenses during this hiring process.

~~Page - 39~~35

~~Off-balance~~Critical Accounting ~~sheet arrangements~~Estimates

~~Blue~~The preparation ~~Spa~~of ~~has~~the noconsolidated ~~off-balance~~financial ~~sheet~~statements ~~arrangements~~in ~~including~~conformity ~~arrangements~~with ~~that~~generally ~~would~~accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect ~~its~~the ~~liquidity,~~reported ~~capital~~amounts ~~resources,~~of ~~market~~assets ~~risk~~and ~~support~~liabilities and disclosure of contingent assets and ~~credit~~liabilities ~~risk~~at ~~support~~the ordate of the consolidated interim financial statements and the reported amounts of expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other ~~benefits~~information available when the financial statements are prepared. ~~Blue~~ ~~Spa~~Changes ~~does~~in ~~not~~estimates ~~have~~are ~~any~~recognized ~~non-consolidated~~in accordance with the accounting rules for the estimate, ~~special-purpose~~which ~~entities~~is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

~~Contingencies~~A critical accounting estimate is defined as a financial statement item where significant judgment is required in the selection of accounting policies and ~~Commitments~~the determination of estimates. The accounting estimates that require more significant judgment are included below:

~~Blue~~1. ~~Spa~~Revenue ~~had~~recognition: noWe ~~contingencies~~use judgment in determining the timing of revenue recognition and the amount of revenue to be recognized. This judgment is based on the timing of delivery, customer acceptance and other factors. Our revenue recognition policies are subject to periodic review and changes, and any changes could have a material impact on our financial statements. 2. Allowance for doubtful accounts: We estimate the allowance for doubtful accounts based on historical data, current economic conditions and other factors. The actual amount of uncollectible accounts may differ from our estimates, and any significant changes could impact our financial statements. 3. Inventory valuation: We estimate the value of inventory based on historical cost, estimated future demand and other factors. We regularly review our inventory and may write down the value if it is deemed to be obsolete or overvalued. Any significant changes to our inventory valuation could impact our financial statements. 4. Depreciation and amortization: We estimate the useful lives of our property, plant and equipment and intangible assets, and the residual values used in our depreciation and amortization calculations. Our estimates are subject to change based on economic conditions, technological advancements and other factors, and any changes could have a material impact on our financial statements. 5. Impairment of long-lived ~~term~~assets: ~~commitments~~We atperiodically ~~May~~review 31our long-lived assets for impairment and estimate the fair value of those assets. Our estimates are based on a variety of factors, ~~2010~~including market conditions and future plans for the assets. If the estimated fair value of the assets is lower than the carrying value, we recognize an impairment charge. Any changes to our estimates could result in impairment charges and have a material impact on our financial statements. 6. Exchange rates and translational risks: We are exposed to exchange rate fluctuations and translational risks, particularly with respect to the Danish Krone. We estimate the impact of these fluctuations on our financial statements and make adjustments as necessary. The fluctuations in exchange rates could have a significant impact on the value of our assets and liabilities denominated in foreign currencies, and on our results of operations when translating these amounts into our functional currency. Any material changes in exchange rates could have a significant impact on our financial statements.

~~Critical Accounting Policies and Estimates~~36

An appreciation of Blue Spa’s critical accounting policies is necessary to understand its financial results. These policies may require that Blue Spa to make difficult and subjective judgments regarding uncertainties; as a result, the estimates may significantly impact its financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. Blue Spa has applied its critical accounting policies and estimation methods consistently.BUSINESS

~~Website Development Costs~~Overview

~~Blue~~We are ~~Spa recognized the costs associated with developing~~ a ~~website~~pure-play inlithium ~~accordance~~company ~~with~~focused ~~ASC~~on ~~350-50~~supplying ~~“Website~~high ~~Development~~performance ~~Cost”~~lithium ~~that~~compounds ~~codified~~to the ~~American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) NO. 98~~fast-1,growing ~~“Accounting~~EV ~~for~~and ~~the~~broader ~~Costs of Computer Software Developed or Obtained for Internal Use”~~battery markets. ~~Relating~~ toWe ~~website~~have ~~development~~developed ~~costs~~a ~~Blue~~proprietary ~~Spa~~technology ~~follows the guidance pursuant~~ to ~~the~~extract ~~Emerging~~lithium ~~Issues~~from ~~Task~~oilfield ~~Force (EITF) NO. 00-2~~wastewater, ~~“Accounting~~which ~~for~~we ~~Website~~believe ~~Development~~will ~~Costs”. The~~enable ~~website~~us ~~development~~to manufacture ~~costs~~lithium ~~are~~compounds ~~divided~~quickly, ~~into~~at ~~three~~an ~~stages,~~attractive ~~planning~~cost, ~~development~~ and ~~production. The~~with ~~development~~a ~~stage~~minimal ~~can~~environmental ~~further~~footprint, bewhich ~~classified~~we asexpect ~~application~~to ~~and~~provide us ~~infrastructure~~with ~~development,~~a ~~graphics~~competitive ~~development~~advantage ~~and~~over ~~content~~other ~~development~~lithium manufacturers. In ~~short,~~We ~~website~~believe ~~development~~this ~~cost~~competitive ~~for~~advantage ~~internal~~will ~~use~~enable ~~should~~us beto ~~capitalized~~capitalize on ~~except~~the ~~content~~acceleration ~~input~~of ~~and~~vehicle ~~data~~electrification ~~conversion~~and ~~costs~~renewable inenergy ~~content development stage~~adoption.

~~Costs~~We plan ~~associated~~to ~~with~~start ~~the~~construction ~~website~~of ~~consist~~our ~~primarily~~first oftwo ~~website~~lithium ~~development~~carbonate ~~costs~~manufacturing ~~paid~~facilities toin ~~third~~North ~~party. These~~Dakota ~~capitalized~~in ~~costs~~the second half of 2024, which we anticipate will be ~~amortized~~capable ~~based~~of onmanufacturing ~~their~~up ~~estimated~~to ~~useful~~a ~~life~~total ~~over~~of ~~three~~2,800 ~~years~~metric ~~upon~~tons ~~the~~of ~~website~~lithium ~~becoming~~carbonate, ~~operational. Internal~~and ~~costs~~we ~~related~~plan to begin manufacturing battery-grade lithium compounds at such facilities in the ~~development~~second half of ~~website~~2025. ~~content~~No ~~will~~assurance can be ~~charged~~given tothat ~~operations~~we will asbe ~~incurred. Web-site~~able ~~development~~to ~~costs~~establish ~~related~~such tofacilities ~~the~~or ~~customers~~begin ~~are~~manufacturing ~~charged~~within tothis ~~cost~~timeframe ofor ~~sales~~at all.

~~Fair~~On February ~~Value~~14, 2023, we entered into the Exchange Agreement with Legacy Lithium Harvest and all of ~~Financial~~the ~~Instruments~~Legacy Lithium Harvest Shareholders. Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares of capital stock of Legacy Lithium Harvest in exchange for issuing to the Legacy Lithium Harvest Shareholders 206,667,233 shares of our common stock. The Exchange Transaction closed on February 14, 2023.

~~Fair~~Prior to ~~value~~the ~~estimates~~Exchange ofTransaction, ~~financial~~we ~~instruments~~were ~~are made at~~ a ~~specific~~business ~~point~~development incompany ~~time,~~engaged ~~based on relevant information about financial markets and specific financial instruments. As these estimates are subjective~~ in ~~nature,~~project ~~involving~~development ~~uncertainties~~ and ~~matters~~holdings ofthrough ~~significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The fair~~ value-based investments ofand ~~financial~~collaborative ~~instruments~~partnerships, including ~~cash~~a ~~and~~joint ~~cash~~venture ~~equivalents,~~relationship ~~accounts~~with ~~receivable,~~Hero ~~accounts~~Wellness ~~payable~~ and ~~short~~a ~~term~~purchase ~~note~~agreement -with the ~~related~~inventors ~~party,~~of ~~approximate~~the ~~their~~Soy-yer ~~carrying~~Dough ~~values~~product ~~since they are short term in nature and they are receivable or payable on demand~~line. ~~Management~~ isDuring ofSeptember ~~the~~2022, ~~opinion~~we ~~that~~decided ~~Blue Spa is exposed~~ to ~~significant~~exit ~~interest or credit risks arising from~~ the ~~bank-held~~joint ~~assets. Blue~~venture ~~Spa~~with isHero Wellness, ~~operating~~and ~~outside~~following the ~~United~~Exchange ~~States~~Transaction, ofwe ~~America and may~~ have ~~significant~~not ~~exposure~~made tofinal ~~foreign~~plans ~~currency~~on ~~risk due to~~ the ~~fluctuation~~Soy-yer ofDough ~~the~~project. ~~currency~~We inimpaired ~~which~~our intangible ~~Blue~~assets ~~Spa~~associated ~~operates~~with ~~and~~this ~~the~~project ~~U.S.~~as ~~dollar. Blue~~of ~~Spa~~December ~~accounts~~31, ~~for certain assets and liabilities at fair value~~2021.

~~Concentration~~Our Technology ofand ~~Credit Risk~~Products

~~Blue~~Direct Lithium ~~Spa~~Extraction ~~places~~Technology. ~~its~~Our ~~cash~~DLE technology enables us to extract and ~~cash~~manufacture ~~equivalents~~lithium ~~with~~compounds afrom ~~high~~oilfield ~~credit~~wastewater ~~quality~~in ~~financial~~a ~~institution~~few hours. ~~Blue~~ Competing ~~Spa~~technologies ~~maintains~~typically ~~United~~extract ~~States~~and ~~Dollars~~manufacture atlithium acompounds ~~bank~~from inbrine ~~the~~or ~~Switzerland~~hard rock through processes that ~~are~~take ~~not~~up ~~insured~~to two to three years. ~~Blue~~ ~~Spa~~Our ~~minimizes~~DLE ~~its~~technology ~~credit~~also ~~risks~~allows ~~associated~~us ~~with~~to ~~cash~~adjust byproduction ~~periodically~~according ~~evaluating~~to ~~the~~customer ~~credit~~needs, ~~quality~~which ofwe ~~its~~believe ~~primary~~puts ~~financial~~us ~~institution~~in a favorable position to meet growing demand.

~~Foreign~~Lithium Carbonate ~~Currency~~and ~~Translation~~Lithium Hydroxide. We plan to produce battery-grade lithium carbonate and lithium hydroxide for use in high performance lithium-ion batteries for EVs and broader battery markets. We plan to produce both standardized and customer specific compounds.

~~Blue~~Our Growth Spa is located and operating outside of the United States of America. The functional currency of Blue Spa 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.Strategy

~~Research~~To fully capitalize on the growing demand for lithium compounds, our growth strategy will involve continued investment in manufacturing facilities, research and ~~Development~~development, ~~Costs~~and our people. Essential features of our growth strategy include:

Research and development costs will be expensed as incurred.

	●	*Build and expand manufacturing capacities*. We plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota and Ohio in the second half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of 2025. We plan to continue to invest in manufacturing capacity and aim to have a total manufacturing capacity of approximately 6,000 metric tons of lithium carbonate by the end of 2026.

	●	*Enter new geographic areas and expand North American operations*. We believe that U.S. and international governments will increasingly support the local and sustainable production of critical minerals, including lithium compounds, for the green energy transition. Our first lithium carbonate manufacturing facilities are planned to be established in North Dakota and Ohio, and we intend to continue to expand our operations in North America in the near term, and eventually expand to Europe.

~~Forward-looking Statements~~37

~~This~~● ~~registration~~Continued ~~statement~~investment ~~contains~~in ~~forward-looking~~research ~~statements~~and ~~within~~development and the ~~meaning~~expansion of ~~the~~our ~~federal~~product ~~securities~~portfolio. ~~laws~~We believe that ~~involve~~the ~~risks~~continued ~~and~~evolution ~~uncertainties~~of battery technologies will require new forms of lithium to be produced. ~~Statements~~ To ensure that we are ~~not~~well-positioned ~~historical~~to ~~facts~~develop new products to keep pace with the evolving battery technology industry, ~~including~~we ~~statements~~plan ~~about~~to ~~management’s~~continue ~~beliefs~~to focus and ~~expectations,~~invest ~~are~~in ~~forward-looking~~research ~~statements~~and development. ~~Forward-looking~~ ~~statements~~Further, ~~include~~we ~~statements~~plan ~~preceded~~to ~~by,~~utilize ~~followed~~our byproprietary technology to expand our product portfolio to also include nickel, ormagnesium, and vanadium. ● Focus on sustainability. We believe that ~~include~~lithium will continue to be an important component of the ~~words~~green ~~“may,”~~energy ~~“could,”~~transition. ~~“would~~Likewise,” ~~“should,”~~we “believe,” ~~“expect,”~~that ~~“anticipate,”~~there ~~“plan,”~~will ~~“estimate,”~~be ~~“target,”~~a ~~“project,”~~continued ~~“intend~~and increased focus on responsible lithium production and the Environmental,” orSocial ~~similar~~and ~~expressions~~Governance issues and concerns related to the production of lithium. ~~These~~ ~~statements~~Operating ~~include,~~in ~~among~~a ~~others~~socially conscious, ~~statements~~ethical, ~~regarding~~safe ~~Blue~~and ~~Spa’s~~sustainable ~~current~~manner ~~expectations~~is reflected in our core values. Further, ~~estimates~~we believe that our DLE technology has the lowest environmental footprint of any lithium extraction technology in the industry. We believe that our sustainable extraction technology and ~~projections~~our ~~about~~local ~~future~~manufacturing ~~events~~will differentiate us from our competitors and ~~financial~~help ~~trends~~us ~~affecting~~build ~~the~~important ~~financial~~strategic ~~condition~~relationships with customers and ~~operations~~other ofstakeholders. ~~its~~● Invest in our people. Our business depends on highly specialized research scientists, engineers, a technical sales force and experienced management. ~~Forward-looking~~ ~~statements~~We are ~~only~~committed ~~predictions~~to ~~and~~investing ~~not~~in ~~guarantees~~our ofpeople ~~performance~~through training and ~~speak~~development. ~~only~~We asaim ofto ~~the~~attract ~~date~~and ~~they~~retain ~~are~~talent ~~made. Blue~~by ~~Spa~~cultivating ~~undertakes~~an noinclusive ~~obligation~~and topositive ~~update~~working ~~any~~environment ~~forward-looking~~that ~~statement~~creates inand ~~light~~supports ofdiversity ~~new~~and ~~information~~provides orequal ~~future~~opportunity ~~events~~and fairness in our management systems.

~~Page - 40~~Competitive Strengths

~~Although~~We believe ~~management believes that~~ the ~~expectations,~~following ~~estimates~~strengths ~~and~~underpin ~~projections~~our ~~reflected~~ability into ~~the~~grow ~~forward-looking~~our ~~statements~~business ~~are based on reasonable assumptions when they are made, Blue Spa can give no assurance that these expectations, estimates~~ and projections can be achieved. Management believes the forward-looking statements in this registration statement are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause actual results to differ materially from Blue Spa’s expectations include, but are not limited toprofitability:

· the number of products and the quality of those products that Blue Spa is able to successfully produce and market,

	●	*Direct Lithium Extraction*. Our DLE technology enables us to extract and manufacture lithium compounds from oilfield wastewater in a few hours. Competing technologies typically extract and manufacture lithium compounds from brine and hard rock through a process that takes up to two to three years. Our DLE technology also allows us to adjust production according to customer needs, which we believe puts us in a favorable position to meet growing demand.

	●	*Stable and readily available lithium feedstock*. We use our DLE technology to produce high performance lithium compounds from oilfield wastewater (also referred to as “produced water”). The global oil and gas industry produces more than 250 million barrels of produced water per day, which will provide a stable supply of lithium feedstock. Further, our DLE technology does not require us to acquire land and obtain drilling permits, which we believe will allow us to establish new lithium operations and ramp production quicker than our competitors.

·● ~~changes~~Lower incapital ~~federal~~expenditures. orWe ~~state~~intend ~~laws~~to construct our facilities on the land of our oil and ~~regulations~~gas partners and next to the oilfield wastewater pipelines. This eliminates the need to acquire land and the associated cost for doing so. Our facilities are based on a modular design, which ~~Blue~~enables ~~Spa~~us to achieve significant savings in the construction. We believe that our lower capital expenditures will allow us to ramp production quicker. ● Lower production cost. Our feedstock is ~~subject~~readily available on the surface, ~~including~~which ~~tax~~eliminates the cost to establish, ~~environmental~~run, and ~~employment~~maintain ~~laws~~wells. Our proprietary pretreatment technology conditions the feedstock before lithium extraction and ~~regulations~~allows us to achieve higher yields. We intend to do both extraction and refining in the same facility, which would eliminate ground transportation and associated costs for transportation to a secondary manufacturing site. We believe that our low cost of production will provide us with a competitive advantage. ● Minimal project risk. Competing technologies require comprehensive environmental studies and permits and it typically take up to 10 to 12 years to bring new lithium operations online. Our technology is based on a modular design and as our feedstock is readily available on the surface, we expect to be able to bring new projects online in just 12 to 18 months with no risk of not obtaining permits to drill. As part of our feedstock agreements, we are obligated to return wastewater from our operations to our partners, which eliminates the risk of not obtaining disposal permits.

~~· conditions of the capital markets that Blue Spa utilizes to access capital,~~38

· the ability to raise capital in a cost-effective way,

	●	*Local manufacturing*. We plan to produce our products as close to our customers as possible. We believe that governments will be increasingly focused on the local supply of critical minerals, and recent regulatory developments in our geographical focus areas strongly incentivize consumers, battery, and vehicle manufacturers to source locally produced lithium products.

	●	*Sustainable production.* Competing technologies typically use large amounts of water and chemicals in the manufacturing process as well as emit large amounts of CO₂. Our technology saves up to 500,000 gallons of water and 15,000 kg of CO₂per metric ton of lithium carbonate produced compared to traditional mining technologies, which we believe will be an increasingly important sales parameter.

~~· the effect of changes in accounting policies, if any,~~Our Market

·The market for battery grade lithium compounds is global, and we plan to sell our products worldwide. Based on estimates by Benchmark Minerals, lithium demand is forecasted to rise from 350,000 tons in 2020 to more than 3 million tons in 2030 and over 7 million tons in 2040, with a positive long-term price trend estimate of $15,000 per ton for battery-grade lithium carbonate and lithium hydroxide from 2025 to 2040. We believe that the ~~ability~~continued electrification of ~~Blue~~transportation ~~Spa~~and transition to ~~manage~~renewable ~~its~~energy sources will support continued significant growth, in demand for lithium compounds over the next decade.

~~· the ability to control costs,~~Raw Materials

~~· Blue Spa’s ability to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002,~~Lithium

·We plan ~~Blue~~to ~~Spa’s~~produce ~~ability~~our tolithium ~~obtain~~products ~~governmental~~from ~~and~~oilfield ~~regulatory~~wastewater. ~~approval~~The annual global production of ~~various~~produced ~~expansion~~water oris ~~other~~more ~~projects~~than 250 million barrels per day. The U.S. production of produced water is more than 50 million barrels per day. Not all produced water is suitable for lithium production, but we estimate that the current U.S. production of produced water is sufficient to produce more than 500,000 metric tons of lithium carbonate annually.

·We have ~~changes~~entered ininto ~~general~~two ~~economic~~lithium ~~conditions~~feedstock insupply ~~the~~agreements ~~United~~with ~~States~~a ~~and~~leading inmidstream ~~the~~water ~~rest~~management company. As part of the ~~world~~feedstock ~~and~~supply ~~changes~~agreements, inwe ~~the~~have ~~industries~~obtained insub-lease agreements which ~~Blue~~allow ~~Spa~~our ~~conducts~~lithium ~~its~~extraction facilities ~~business,~~to ~~and~~be co-located at the produced water collection sites.

~~· the costs and effects of legal and administrative claims and proceedings against Blue Spa,~~Water

~~For~~All fresh awater ~~more~~used ~~detailed~~in ~~discussion~~our ofproduction ~~these~~will ~~and~~be ~~other~~reused ~~risks~~water ~~that~~from ~~may~~the ~~impact~~production ~~Blue~~of ~~Spa’s~~oil ~~business,~~and ~~see~~natural ~~“Risk~~gas. ~~Factors”~~We ~~beginning~~do onnot ~~page~~require 7any additional fresh water supplies.

~~Changes In and Disagreements With Accountants~~Energy

Our production relies on ~~Accounting~~a ~~and~~steady ~~Financial~~source ~~Disclosure~~of energy. We expect to use solar energy to the extent possible, but we will require an external supply of energy for our equipment.

~~Since~~Other raw inception on September 4, 2009, there were no disagreements with Blue Spa’s principal accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure. In addition, there were no reportable events as described in Item 304 of Regulation S-K that occurred within Blue Spa’s two most recent fiscal years and the subsequent interim periods.materials

~~Directors,~~We use ~~Executive~~a ~~Officers,~~range ~~Promoters~~of raw materials and ~~Control~~chemical ~~Persons~~intermediates in our production processes. We generally expect to satisfy our requirements through spot purchases but likely will rely on medium-to-long-term agreements for the supply of certain raw materials.

~~The~~Generally, we ~~sole~~are ~~Director~~not expecting supply chain constraints, but temporary shortages of certain raw materials may occur and ~~Officer~~cause ~~currently~~temporary ~~serving~~price ~~Blue~~increases. During ~~Spa~~periods isof ashigh ~~follows:~~demand, our raw materials are subject to significant price fluctuations that may have an adverse impact on our results of operations. In addition, there could be inflationary pressure on the costs of raw materials.

Name	Age	Positions Held and Tenure
Law Yau Yau	27	President, CEO, Treasurer, CFO, Corporate Secretary, and Director since September 4, 2009

Competition

~~The~~Our products ~~sole~~will ~~Director~~compete ~~named~~with ~~above~~other ~~will~~lithium ~~serve~~compounds ~~until~~available in the ~~next~~market. ~~annual~~Many ~~meeting~~ of our competitors are large companies with long-term experience in the ~~stockholders~~industry. ~~Thereafter~~ The market for battery grade lithium compounds faces barriers to entry, ~~directors~~including ~~will~~access beto ~~elected~~a ~~for~~stable ~~one-year~~and sufficient ~~terms~~supply atof lithium feedstock, the ~~annual~~ability ~~stockholders’~~to ~~meeting~~produce a sufficient quality and quantity of lithium, technical know-how, and sufficient lead time to develop new lithium mining projects. ~~Officers~~ ~~will~~We ~~hold~~believe ~~their~~that ~~positions~~our atDLE ~~the~~technology ~~pleasure~~enables ofus ~~the~~to ~~board~~produce ofhigh ~~directors~~quality products quickly, ~~absent~~at ~~any~~an ~~employment~~attractive ~~agreement~~cost, ofand with a minimal environmental footprint, which ~~none~~we ~~currently~~believe ~~exists~~will ordifferentiate isus ~~contemplated~~from our competitors. We intend to continue to invest in research and development to further improve our products, develop new products, and build market share.

~~Biographical information~~39

~~Law Yau Yau~~Intellectual Property

~~Mr.~~Our success ~~Yau~~depends ~~Yau~~in ~~has~~part ~~acted~~upon asour ~~Blue~~ability ~~Spa’s~~to ~~sole~~protect ~~Director~~ and ~~Officer~~use ~~since~~our ~~its~~DLE ~~inception~~technology onand ~~September~~the 4,intellectual ~~2009. Since~~property ~~January~~rights ~~2005~~related ~~Mr.~~to ~~Yau~~our ~~Yau has also been a Quality Control Manager for Shenzhen Linfeng Electronics Co Ltd, in the Shenzhen, Province of China~~DLE technology.

~~Page~~On February -8, 412023, we received a “Grant Approval” notification from the Danish Patent and Trademark Office. This patent, which covers the extraction of minerals such as lithium from oilfield wastewater, will expire in 2042. On September 21, 2023, we submitted a Patent Cooperation Treaty (“PCT”) application. The PCT application was published on April 4, 2024, and we believe this further strengthens our patent portfolio.

~~Conflicts~~Further, we have a pending application for a U.S. patent, which also covers the extraction of ~~Interest~~minerals such as lithium from oilfield wastewater. We expect this patent to be granted in the third quarter of 2024. If granted, we expect this patent will expire in 2042.

Though Mr. Yau Yau does not work with any other wholesale or retail companies other than Blue Spa, he may in the future. Blue Spa does not have any written procedures in place to address conflicts of interest that may arise between its business and the future business activities of Mr. Yau Yau.Customers

~~Audit~~We intend ~~Committee~~to ~~Financial~~sell ~~Expert~~our products to customers in the EV and broader battery markets, and plan to initially sell lithium locally to customers in the regions close to our manufacturing facilities.

~~Blue Spa does not have a financial expert serving on an audit committee. Blue Spa does not have an audit committee because it is a start-up development company~~ Sales and ~~has no revenue.~~Marketing

~~Significant~~We intend ~~Employees~~to initially sell our products directly to customers in the U.S. and ~~Consultants~~anticipate that we will subsequently sell our products to customers throughout North America, Asia and Europe.

~~Blue Spa has no significant employees.~~Manufacturing

We plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota in the second half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of 2025.

Research and Development

We conduct research and development to optimize our DLE technology and our lithium products and to develop new product candidates and technologies.

Seasonality

Our operations are generally not impacted by seasonality. However, production is expected to be marginally lower during the summer due to the U.S. vacation season.

Government Controls and Regulations

We are subject to and will incur capital and operating costs to comply with U.S. federal, state and local environmental, health and safety laws and regulations, including those governing employee health and safety, the composition of our products, the discharge of pollutants into the air and water, and the management and disposal of hazardous substances and wastes.

In June 2016, modifications to the Toxic Substances Control Act in the United States were signed into law, requiring chemicals to be assessed against a risk-based safety standard and for the elimination of unreasonable risks identified during risk evaluation. Other initiatives in Asia and potentially in other regions will require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could also increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products.

To the extent we manufacture or import products into the European Union (“EU”) or downstream users of our products are located in the EU, we may be subject to the European Community Regulation on the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”). REACH imposes obligations on EU manufacturers and importers of chemicals and other products into the EU to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments. Currently, certain lithium products are undergoing a risk assessment review under REACH, which may eventually result in restrictions in the handling or use of lithium carbonate and other lithium products that we produce, which may increase our production costs. In addition, REACH regulations impose significant additional responsibilities and costs on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. REACH, if applicable to the sale or manufacture of our products, may lead to increases in the costs of raw materials we may purchase and the products we may sell in the EU, which could increase the costs of our products and result in a decrease in their overall demand.

We use and generate hazardous substances and wastes in our operations and may become subject to claims and substantial liability for personal injury, property damage, wrongful death, loss of production, pollution and other environmental damages relating to the release of such substances into the environment. Depending on the frequency and severity of such incidents, it is possible that the Company’s revenues, operating costs, insurability and relationships with customers, employees and regulators could be impaired.

Human Capital Management

We had 13 full-time employees as of June 7, 2024. None of our employees are represented by a labor organization or are a party to a collective bargaining arrangement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Available Information

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other reports required by the SEC under the Exchange Act. Reports, proxy and information statements and other information regarding issuers that file electronically with the SEC are available to the public free of charge on the SEC’s website at www.sec.gov.

Properties

Our corporate headquarters are located at Tankedraget 7, Aalborg, Denmark DK-9000 and are subject to a long-term lease contract.

Our U.S. headquarters, which we lease on an annual basis, are located at 2316 Pine Ridge Rd #383, Naples, Florida, 34109.

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our Company, nor is any such litigation threatened as of the date of this prospectus.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus:

Name	Age		Position
Sune Mathiesen		49	Chairman, President, Chief Executive Officer and Director
Stefan Muehlbauer		45	Chief Financial Officer and Secretary
Paw Juul		45	Chief Technology Officer and Director*

* Mr. Juul’s appointment as a director is effective 10 days following the mailing of an information statement that satisfies the requirements of Rule 14F-1 under the Exchange Act to the Company’s stockholders.

Sune Mathiesen. Mr. Mathiesen has served as Chairman, President and Chief Executive Officer of the Company since February 14, 2023. Prior to joining the Company, Mr. Mathiesen served as the President and Chief Executive Officer of Legacy Lithium Harvest since August 2020. Prior to co-founding Legacy Lithium Harvest, Mr. Mathiesen served as Chief Executive Officer and a Director of LiqTech International Inc. (Nasdaq: LIQT) from July 2014 to May 2022. Mr. Mathiesen has also served as a CEO and Director of Masu A/S, a Danish company, since February 2013. He is the owner and Chief Executive Officer of Sune Mathiesen Holding ApS, which he founded in August 2020, and Masu Consult ApS, which he founded in January 2018. He previously served as CEO and Director of Provital A/S from June 2012 to August 2015. Before that he served as Country Manager of Broen Lab Group from July 2010 to May 2011 and as Country Manager of GPA Flowsystem from August 1997 to June 2010. Mr. Mathiesen has been working hands-on with technical products within the valves and fittings industry for the past 20 years. He holds a degree in commercial science. The Board has concluded that Mr. Mathiesen should serve as the Chairman, President and Chief Executive Officer because his significant experience in management and business development enables him to make valuable contributions to the Company.

Stefan Muehlbauer. Mr. Muehlbauer has served as Chief Financial Officer and Company Secretary of the Company since February 14, 2023. Mr. Muehlbauer has also served as the Chief Executive Officer of the Company from May 2018 to February 2023, as Chief Financial Officer from January 2018 to May 2018, as Chief Communications Officer from July 2018 to February 2023, as a director from February 2017 to February 2023, and as the Treasurer and Corporate Secretary from January 2018 to February 2023. Mr. Muehlbauer has also served as Chief Executive Officer of Arma Communications Inc., a business development and marketing agency, since 2013. Previously, Mr. Muehlbauer held positions with several leading investment banks in Europe, including as the Chief Operating Officer at Silvia Quandt & Cie AG, where he was responsible for building up the institution’s research and corporate finance activities. Mr. Muehlbauer received his degree in Finance from the University of Miami. The Board has concluded that Mr. Muehlbauer should serve as Chief Financial Officer and Company Secretary because of his significant business experience, investment banking background, and knowledge of financial markets.

Paw Juul. Mr. Juul has served as the Chief Technology Officer of the Company since February 14, 2023. Prior to joining the Company, Mr. Juul served as the Chief Technology Officer of Legacy Lithium Harvest since August 2020. Prior to co-founding Legacy Lithium Harvest, Mr. Juul served as the Chief Executive Officer of LiqTech Water A/S, a subsidiary of LiqTech International Inc. from September 2014 until March 2022. Mr. Juul co-founded Pivotal A/S in 2009 and served as its Chief Technology Officer until August 2014. Mr. Juul has also been the Chief Executive Officer of QLT Water ApS since May 2022 and FENO Holding ApS since January 2018. Mr. Juul has extensive experience in new business development, specifically in the water treatment industry. Mr. Juul holds a master’s degree in Biomedical Engineering from Aalborg University in Aalborg, Denmark. The Board has concluded that Mr. Juul should serve as Chief Technology Officer and Director because his significant experience in management, business development and the water treatment industry enables him to make valuable contributions to the Company.

Family Relationships

There are no family relationships among ~~the~~any ~~directors,~~of ~~executive~~the ~~officers or persons nominated or chosen by Blue Spa to become~~ directors or executive officers.

~~Involvement in Certain Legal Proceedings~~42

~~During the past ten years, no of the director, officer, or promoter of Blue Spa has been:~~Corporate Governance

~~· a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;~~Director Independence

·The Company’s ~~convicted~~board inof adirectors ~~criminal~~currently ~~proceeding~~consists orof ~~named~~Sune ~~subject~~Mathiesen. Pursuant to Item 407(a)(1)(ii) ~~pending~~of ~~criminal~~Regulation ~~proceeding~~S-K of the Securities Act, the Company’s board of directors has adopted the definition of “independent director” as set forth in Rule 5605(~~excluding~~a)(2) of ~~traffic~~the ~~violations~~Nasdaq ~~and~~Listing Rules. In summary, an “independent director” means a person other ~~minor~~than ~~offenses);~~an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director.

·The Company ~~subject~~has also adopted the heightened definitions of independence applicable to ~~any~~members ~~order,~~of ~~judgment~~audit orand ~~decree,~~compensation ~~not~~committees ~~subsequently~~under the ~~reversed,~~Nasdaq ~~suspended~~Listing orRules. ~~vacated,~~The Company’s board of ~~any~~directors ~~court~~has ofdetermined ~~competent~~that ~~jurisdiction,~~none ~~permanently~~of orthe ~~temporarily~~Company’s ~~enjoining,~~directors ~~barring,~~as ~~suspending~~of orthe date ~~otherwise~~of ~~limiting~~this ~~his~~prospectus ~~involvement~~are in“independent” ~~any~~for ~~type~~purposes of ~~business,~~5605(a)(2) ~~securities~~of orthe ~~banking~~Nasdaq ~~activities;~~Listing Rules and the rules applicable to audit and compensation committee members.

~~· subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,~~ Committees of ~~any Federal or State authority barring, suspending or otherwise limiting for more than 60 days~~ the ~~right~~Board of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;Directors

·Our board ~~found~~of bydirectors acurrently ~~court~~has ofno ~~competent~~separate ~~jurisdiction~~committees, inand athe ~~civil~~board ~~action~~of ordirectors byacts as the ~~SEC~~audit tocommittee and ~~have~~the ~~violated~~compensation ~~any~~committee. ~~Federal~~The orfunctions ~~State~~of ~~securities~~those ~~law,~~committees ~~and~~are ~~the~~being ~~judgment~~undertaken inby ~~such~~our ~~civil~~board ~~action~~of ordirectors ~~finding~~because bywe ~~the~~do ~~SEC~~not currently ~~has~~have any independent directors. We do not ~~been~~yet ~~subsequently~~have ~~reversed,~~an ~~suspended,~~audit orcommittee ~~vacated;~~financial expert serving on the board of directors.

·In ~~found~~connection with bythis aOffering, ~~court~~we ofintend ~~competent~~to ~~jurisdiction~~establish inan audit committee, a ~~civil~~compensation ~~action~~committee, orand bya nominating and corporate governance committee of the ~~Commodity~~board ~~Futures~~of ~~Trading~~directors, ~~Commission~~and towe may have ~~violated~~such ~~any~~other ~~Federal~~committees ~~commodities~~as ~~law,~~the ~~and~~board of ~~the~~directors ~~judgment~~shall indetermine ~~such~~from ~~civil~~time ~~action~~to ortime. ~~finding~~We byanticipate that each of the ~~Commodity~~standing ~~Futures~~committees ~~Trading~~of ~~Commission~~the ~~has~~board of ~~not~~directors ~~been~~will ~~subsequently~~have ~~reversed,~~the ~~suspended~~composition orand ~~vacated;~~responsibilities described below.

·Audit the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:Committee

§We ~~any~~anticipate ~~Federal~~that orfollowing completion ~~State~~of ~~securities~~this orOffering, ~~commodities~~our ~~law~~audit orcommittee ~~regulation;~~will consist of , , and , each of whom is expected to be independent under the rules of the SEC and the listing standards of the NYSE. As required by the rules of the SEC and the listing standards of the NYSE, the audit committee will consist solely of independent directors. SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member. We anticipate that will satisfy the SEC’s definition of “audit committee financial expert.”

§The ~~any~~audit ~~law~~committee orwill oversee ~~regulation~~our ~~respecting~~corporate accounting and financial ~~institutions~~reporting orprocess ~~insurance~~and ~~companies~~assist ~~including,~~the ~~but~~board ~~not~~of ~~limited~~directors ~~to,~~in aits ~~temporary~~oversight orof ~~permanent~~(i) the ~~injunction~~integrity of our financial statements, ~~order~~(ii) the ofindependent ~~disgorgement~~auditor’s orqualifications, ~~restitution~~independence and performance, ~~civil~~(iii) our ~~money~~internal control ~~penalty~~over orfinancial ~~temporary~~reporting orand ~~permanent~~(iv) our ~~cease-~~compliance with certain legal and~~-desist~~ ~~order,~~regulatory orrequirements. ~~removal~~We orexpect ~~prohibition~~to ~~order;~~adopt oran audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

§Compensation ~~any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~Committee

·We anticipate that the compensation ~~subject~~committee will consist of at least two directors who will be “independent” under the rules of the SEC and the listing standards of the NYSE. This committee will oversee our compensation policies, orplans aand ~~party~~benefits programs. We expect to, adopt ~~any~~a ~~sanction~~compensation orcommittee ~~order,~~charter ~~not~~defining ~~subsequently~~the ~~reversed,~~committee’s ~~suspended~~primary orduties ~~vacated,~~in a manner consistent with the rules of ~~any~~the ~~self-regulatory~~SEC and ~~organization,~~the ~~any~~listing ~~registered~~standards ~~entity,~~of orthe ~~any~~NYSE. ~~equivalent~~We ~~exchange,~~anticipate ~~association~~that our compensation committee will consist of , , and , each ~~entity~~of orwhom ~~organization~~is ~~that~~expected ~~has~~to ~~disciplinary~~be ~~authority~~independent ~~over~~under ~~its~~the ~~members~~rules orof ~~persons~~the ~~associated~~SEC ~~with~~and athe listing standards of the NYSE. We also believe that each member of the compensation committee will be a non-employee director, as defined in Section 16b-3 of the Exchange Act.

~~Page~~Nominating -and 42Corporate Governance Committee

~~Executive~~We ~~Compensation~~anticipate that the nominating and corporate governance committee will consist of at least two directors who will be “independent” under the rules of the SEC and the listing standards of the NYSE. This committee will oversee and assist the board of directors in reviewing and recommending director nominees. We expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE. We anticipate that our nominating and corporate governance committee will consist of , , and , each of whom is expected to be independent under the rules of the SEC and the listing standards of the NYSE.

~~Compensation~~Code ~~Discussion~~of ~~and Analysis~~Ethics

~~Blue~~The ~~Spa~~Company ~~does~~has ~~not~~adopted ~~have~~a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information. The Company undertakes to provide any ~~compensation~~person ~~policies~~with ~~currently~~a incopy ~~place~~of ~~nor~~its financial code of ethics free of charge. Please contact the Company at 305-814-2915 to request a ~~compensation~~copy ~~committee~~of the Company’s financial code of ethics. Management believes the Company’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

~~Since the end of Blue Spa’s last fiscal year end, no actions have been taken regarding executive compensation.~~43

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table ~~below~~presents ~~summarizes~~summary ~~all~~information ~~compensation~~regarding ~~awarded~~the ~~to,~~total ~~earned~~compensation ~~by,~~for orservices ~~paid~~rendered toin ~~Blue~~all ~~Spa’s~~capacities ~~Officer~~that ~~for~~was ~~all~~awarded to, ~~services~~earned ~~rendered~~by, inor ~~all~~paid ~~capacities~~ to ~~Blue~~our ~~Spa~~named ~~for~~executive ~~the~~officers for fiscal ~~periods~~2023 ~~indicated~~and 2022.

Name and principal position (a)

~~Year (b)~~

~~Salary~~Year ($b) ~~(c)~~

~~Bonus ($) (d)~~

~~Stock Awards ($) (e)~~

~~Option Awards ($) (f)~~

~~Non-Equity~~Salary ~~Incentive Plan~~ ($) (gc)

~~Non-qualified Deferred Compen- sation Earnings ($) (h)~~

~~All other compen-sation ($) (i)~~

~~Total ($) (j)~~

Bonus ($) (d)

Stock Awards ($) (e)

Option Awards ($) (f)

Non- Equity Incentive Plan ($) (g)

Non- qualified Deferred Compensation Earnings ($) (h)

All other compensation ($) (i)

Total ($) (j)

Law Yau Yau CEO & CFO Sep 2009 - present

2010 2009 2008

nil n/a n/a

nil nil nil

Sune Mathiesen, CEO

*2023

285,020

nil

300,000

nil

585,020

*2022

nil

Paw Juul, CTO

2023

285,020

nil

300,000

nil

585,020

2022

nil

Stefan Muehlbauer, CFO

2023

120,625

nil

125,000

nil

245,000

2022

nil

~~Blue~~*In 2022, ~~Spa’s~~the ~~director~~Company ~~has~~incurred ~~not~~management ~~received~~fees ~~any~~from ~~monetary compensation as~~ a ~~director~~company ~~since~~controlled ~~Blue~~by ~~Spa’s~~Sune ~~inception~~Mathiesen ~~to the date~~ of ~~this prospectus~~$108,190. ~~Blue~~In ~~Spa~~2023, ~~currently~~the ~~does~~Company ~~not~~incurred ~~pay~~additional management ~~any~~fees ~~compensation~~from toa ~~its~~company ~~director~~controlled ~~serving~~by onSune ~~its~~Mathiesen ~~board~~ of ~~directors~~$83,000.

Amounts in the “Stock ~~Option~~Awards” ~~Grants~~column reflect the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting Standards Board ASC Topic 718. Disclosure of the relevant assumptions related to the valuation of awards is provided in Note 13 of the consolidated financial statements and related notes included elsewhere in this prospectus.

~~Blue~~Outstanding Equity ~~Spa~~Awards ~~has~~at ~~not~~Fiscal ~~granted any stock options to the executive officer since its inception on September 4, 2009.~~Year-End

Stock Awards

Number of shares or units of stock that have not vested

Market value of shares or units of stock that have not vested

Equity incentive plan awards: number of unearned shares, units or other rights that have not vested

Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested

Name

(#)

($)

(a)

(g)

(h)

(i)

(j)

Sune Mathiesen

6,111,111

1,772,222

nil

Stefan Muehlbauer

1,736,111

503,472

nil

Paw Juul

5,625,000

1,631,250

nil

On May 10, 2023, the Company granted RSU awards to certain key employees and directors under the Incentive Plan. The settlement of these RSU awards is subject to stockholder approval. The Company is authorized to grant options and other stock-based awards to executive officers, directors, employees and consultants enabling them to acquire up to 45,000,000 shares of common stock of the Company. The exercise price of each option equals the market price of the Company’s shares of common stock as calculated on the date of the grant. The maximum term and/or vesting period shall not be more than ten years from the grant date. The vesting period for all options is at the discretion of the board of directors of the Company and shall not be more than ten years from the grant date. The options are non-transferable.

Restricted stock and RSU awards are subject to vesting spread over time at the discretion of the committee administering the Incentive Plan. Upon the vesting of RSUs and the Company’s determination that any necessary conditions precedent to the release of vested shares have been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder prior to vesting. The fair value of the Company’s common stock on the grant date was $0.072 per share. At March 31, 2024, the stock based compensation expense was $640,902.

The table below sets forth the vesting schedule with respect to the RSUs granted on May 10, 2023.

				Vesting Schedule (Number of Shares)
Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
Sune Mathiesen	CEO, Director		6,111,111		2,037,037		2,037,037		2,037,037
Paw Juul	CTO, Director		5,625,000		1,875,000		1,875,000		1,875,000
Stefan Muehlbauer	CFO, Secretary		1,736,111		578,704		578,704		578,703
Kristian Jensen	Director		1,458,333		486,111		486,111		486,111
					4,976,852		4,976,852		4,976,851

On February 1, 2024, the Company received the resignation of Kristian Jensen as director. In accordance with the Incentive Plan, the unvested RSU award granted to Mr. Jensen in the amount of 1,458,333 units was forfeited. Below is the updated vesting schedule as at March 31, 2024:

				Vesting Schedule (Number of Shares)
Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
Sune Mathiesen	CEO, Director		6,111,111		2,037,037		2,037,037		2,037,037
Paw Juul	CTO, Director		5,625,000		1,875,000		1,875,000		1,875,000
Stefan Muehlbauer	CFO, Secretary		1,736,111		578,704		578,704		578,703
			13,472,222		4,490,741		4,490,741		4,490,740

Director Compensation

	Fees earned or paid in cash	Stock awards		Total
Name	($)	($)		($)
(a)	(b)	(c)		(h)
Kristian Jensen	nil	$	105,000	$	105,000

For the year ending December 31, 2023, the Company had one independent director, Kristian Jensen. As part of the equity awards program described above, Mr. Jensen received 1,458,333 RSUs, which had a grant date fair value of $105,000.

Employment Agreements

~~Currently,~~In connection ~~Blue~~with ~~Spa~~the ~~does~~Exchange ~~not~~Transaction, ~~have~~the anCompany entered into employment ~~agreement~~agreements with ~~Law~~each ~~Yau~~of ~~Yau. However~~Sune Mathiesen, ~~Blue~~Stefan ~~Spa~~Muehlbauer and ~~reimburses~~Paw ~~Mr.~~Juul ~~Yau~~to ~~Yau~~serve ~~for~~as ~~all~~the ~~reasonable~~Chief ~~expenses~~Executive ~~incurred~~Officer, byChief ~~Mr.~~Financial ~~Yau~~Officer ~~Yau~~and ~~while acting as~~ the ~~sole~~Chief ~~director~~Technology ~~and~~Officer, ~~officer~~respectively, of ~~Blue Spa~~the Company.

~~There~~Transition Employment ~~are~~Agreement ~~no other agreements between Blue Spa and any named executive officer, and there are no employment agreements or other compensating plans or arrangements~~ with ~~regard~~Sune to any named executive officer that provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of Blue Spa or from a change in a named executive officer’s responsibilities following a change in control.Mathiesen

~~Page~~On February -14, 432023, we entered into an executive service agreement with Mr. Mathiesen, effective as of January 14, 2023, providing for his employment as our Chief Executive Officer (the “CEO Agreement”).

~~Security Ownership of Certain Beneficial Owners and Management~~45

~~The~~Pursuant to ~~following~~the ~~table~~CEO ~~sets forth~~Agreement, asMr. Mathiesen is entitled to an initial annual base salary of ~~the~~$300,000 ~~date~~and annual pension contributions that amount to 10% of ~~this~~Mr. ~~prospectus,~~Mathiesen’s ~~the~~annual ~~number~~base salary. The CEO Agreement also indicates that Mr. Mathiesen shall be eligible to receive (i) an annual cash bonus of ~~shares~~up to 150% of ~~common~~his base salary pursuant to a separate bonus agreement and (ii) a stock-based ~~owned~~bonus of ~~record~~up ~~and~~to 100% ~~beneficially~~of byhis ~~executive~~annual ~~officers~~base salary pursuant to a separate stock grant agreement. Under the CEO Agreement, ~~directors~~Mr. Mathiesen is also entitled to a company car, and ~~persons~~we ~~who~~will ~~hold~~pay 5%for orall ~~more~~expenses ofrelated to such company car. During the ~~outstanding~~year ~~common~~ended ~~stock~~December of31, ~~Blue~~2023, ~~Spa~~Mr, Mathiesen did not receive a company car.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially	Percent of Class Owned Prior To This Offering (1)
common shares	Law Yau Yau 14 Hau, Zhan Nan Lo Wu Chang Chu Wu Han Ze, China	4,000,000	57.1%
common shares	All executive officers and directors as a group	4,000,000	57.1%

The CEO Agreement is non-terminable until December 31, 2025, after which date, upon providing 12 months advance notice, the CEO Agreement may be terminated by either Mr. Mathiesen or us.

~~(1)~~ The CEO ~~percent~~Agreement ofcontains ~~class~~a isperpetual ~~based~~confidentiality ~~on 7,000,000 shares of common stock outstanding as of September 10, 2010~~requirement.

~~Each person listed above has full voting and investment power with respect to the common shares indicated~~U. Under the rules of the SEC, a person (or a group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such securityS. ~~Accordingly,~~ Employment ~~more~~Agreement ~~than~~with ~~one~~Sune person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase Blue Spa’s common shares.Mathiesen

~~Changes~~Upon Mr. inMathiesen’s ~~Control~~relocation to the U.S., we intend to enter into a new executive employment agreement with him to replace the CEO Agreement and provide for Mr. Mathiesen’s continued employment as our Chief Executive Officer (the “U.S. CEO Agreement”) through December 31, 2025 (the “U.S. CEO Agreement Expiration Date”), except upon the earlier termination of the U.S. CEO Agreement as discussed below. Following the U.S. CEO Agreement Expiration Date, the U.S. CEO Agreement may be terminated by Mr. Mathiesen or us for any reason.

~~Blue~~Pursuant to ~~Spa~~the U.S. CEO Agreement, Mr. Mathiesen is ~~not~~entitled ~~aware~~to an annual base salary of ~~any~~approximately ~~arrangement~~$300,000 ~~that~~and ~~may~~is ~~result~~eligible to participate in our retirement plan, subject to the eligibility terms and conditions of such plan. The U.S. CEO Agreement also indicates that Mr. Mathiesen shall be eligible to receive (i) an annual cash bonus of up to 150% of his base salary pursuant to a ~~change~~separate inbonus ~~control~~agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement. Under the ~~Company~~U.S. CEO Agreement, Mr. Mathiesen also is: (i) entitled to a company car, and we pay for all expenses related to such company car; (ii) the reimbursement of reasonable moving costs to the Houston area; and (iii) for so long as Mr. Mathiesen remains employed by us, for up to the initial two consecutive years following the date Mr. Mathiesen relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount of $5,000 per month.

~~Transactions~~Pursuant to ~~with~~the ~~Related~~U.S. ~~Persons~~CEO Agreement, ~~Promoters~~if Mr. Mathiesen’s employment is involuntarily terminated by us without Cause (as defined below) or by reason of his death or Disability (as defined below), then, subject to his timely execution and non-revocation of a release of claims, in addition to compensation that has been earned but not yet paid, he will be entitled to a severance amount equal to his then current base monthly salary from the date of his termination until the U.S. CEO Agreement Expiration Date, or, if such termination occurs after the U.S. CEO Agreement Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

~~Certain~~For purposes ~~Control~~of ~~Persons~~the U.S. CEO Agreement, “Cause” means: (i) any act by Mr. Mathiesen that is materially detrimental to our best interests or that constitutes common law fraud, a felony or any other criminal act involving moral turpitude; (ii) gross misconduct, material neglect or any act of disloyalty or dishonesty by Mr. Mathiesen related to or connected with Mr. Mathiesen’s employment by us or otherwise likely to cause material harm to us or our reputation; (iii) a material violation by Mr. Mathiesen of our written policies, codes of conduct or direction of our board of directors; (iv) wrongful appropriation by Mr. Mathiesen of our funds or property or other material breach of Mr. Mathiesen’s fiduciary duties to us; or (v) the material breach of the U.S. CEO Agreement by Mr. Mathiesen, or any other written agreement between us and Mr. Mathiesen.

(For purposes of the U.S. CEO Agreement, “Disability” means the inability of Mr. Mathiesen to perform on a~~) Transactions~~ full-time basis the duties and responsibilities of Mr. Mathiesen’s employment with ~~Related~~us ~~Persons~~by reason of Mr. Mathiesen’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 120 days or more during any 180 day period. A period of inability is “uninterrupted” unless and until Mr. Mathiesen returns to full time work for a continuous period of at least 30 days.

~~During~~The U.S. ~~Blue~~CEO ~~Spa’s~~Agreement ~~last~~required ~~three~~Mr. ~~fiscal~~Mathiesen ~~years,~~to noenter ~~director,~~into ~~executive~~a ~~officer,~~confidentiality ~~security~~and ~~holder,~~restrictive ~~nor~~covenant ~~any immediate family of such director~~agreement, ~~executive officer, nor security holder owning 5% or more has had any direct or indirect material interest in any transaction or currently proposed transaction,~~ which ~~Blue~~contains ~~Spa~~a 12 ~~was~~month orpost-termination isnon-solicitation torequirement beand a ~~participant,~~perpetual ~~that~~confidentiality ~~exceeded the lesser of (1) $120~~requirement,~~000~~ oramong ~~(2)~~other ~~one~~terms ~~percent~~and ~~of the average of Blue Spa’s total assets at year-end for the last two completed fiscal years~~conditions.

~~(b) Review, approval or ratification of transactions with related persons~~46

~~Currently~~Employment Agreement ~~Blue Spa does not have any policies and procedures for the review, approval, or ratification of transactions~~ with ~~related~~Stefan ~~persons.~~Muehlbauer

On May 17, 2024, we entered into an executive employment agreement with Stefan Muehlbauer providing for his employment as our Chief Financial Officer (cthe “CFO Agreement”) ~~Promoters~~, ~~and~~through ~~certain~~December ~~control~~31, ~~persons~~2025 (the “CFO Expiration Date”), except upon the earlier termination of the CFO Agreement as discussed below. Following the CFO Expiration Date, the CFO Agreement may be terminated by Mr. Muehlbauer or us for any reason.

~~Since~~Pursuant ~~inception~~to ofthe ~~Blue~~CFO ~~Spa~~Agreement, Mr. onMuehlbauer ~~September~~is 4,entitled ~~2009~~to an annual base salary of $200,000 ~~Law~~and ~~Yau~~is ~~Yau~~eligible ~~has~~to ~~been~~participate in our retirement plan, subject to the ~~only~~eligibility ~~promoter~~terms and conditions of ~~Blue~~such ~~Spa’s~~plan. ~~business,~~The ~~but~~CFO Agreement also indicates that Mr. ~~Yau~~Muehlbauer ~~Yau~~shall be ~~has~~eligible ~~not~~to ~~received~~receive ~~anything~~(i) an annual cash bonus of ~~value~~up ~~from~~to ~~Blue~~100% ~~Spa~~of ~~nor~~his isbase ~~any~~salary ~~person~~pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement. Under the CFO Agreement, Mr. Muehlbauer also is: (i) entitled to ~~receive~~a ~~anything~~company car, and we pay for all expenses related to such company car; (ii) the reimbursement of ~~value~~reasonable ~~from~~moving ~~Blue~~costs ~~Spa~~to the Houston area; and (iii) for ~~services~~so ~~provided~~long as aMr. ~~promoter~~Muehlbauer ofremains employed by us, for up to the ~~business~~initial two consecutive years following the date Mr. Muehlbauer relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount of ~~Blue~~$5,000 ~~Spa~~per month.

Pursuant to the CFO Agreement, if Mr. Muehlbauer’s employment is involuntarily terminated by us without Cause (das defined below) ~~Director~~ ~~independence~~or by reason of his death or Disability (as defined below), then, subject to his timely execution and non-revocation of a release of claims, in addition to compensation that has been earned but not yet paid, he will be entitled to a severance amount equal to his then current base monthly salary from the date of his termination until the CFO Expiration Date, or, if such termination occurs after the CFO Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

~~Blue~~For ~~Spa’s~~purposes ~~board~~ of ~~directors~~the ~~currently~~CFO Agreement, ~~solely~~“Cause” ~~consists~~means: of(i) ~~Law~~any ~~Yau~~act ~~Yau~~by Mr. ~~Pursuant~~ toMuehlbauer ~~Item~~that ~~407(a)~~is ofmaterially ~~Regulation~~detrimental ~~S-K~~to ofour ~~the~~best ~~Securities~~interests ~~Act,~~or ~~Blue~~that ~~Spa’s~~constitutes common ~~board~~law offraud, ~~directors~~a ~~has~~felony ~~adopted~~or ~~the~~any ~~definition~~other ofcriminal ~~“independent~~act ~~director”~~involving asmoral ~~set~~turpitude; ~~forth in Rule 4200~~(aii)~~(15)~~ ofgross ~~the~~misconduct, ~~NASDAQ~~material ~~Manual. In~~neglect ~~summary,~~or anany ~~“independent~~act ~~director”~~of disloyalty ~~means~~or adishonesty ~~person~~by ~~other~~Mr. ~~than~~Muehlbauer anrelated ~~executive~~to ~~officer~~ or ~~employee~~connected ofwith ~~Blue~~Mr. ~~Spa~~Muehlbauer’s oremployment ~~any~~by ~~other~~us ~~individual~~or ~~having~~otherwise alikely ~~relationship~~to cause ~~which,~~material inharm ~~the~~to ~~opinion~~us ofor ~~Blue~~our ~~Spa’s~~reputation; ~~board~~(iii) ofa ~~directors,~~material ~~would~~violation ~~interfere~~by ~~with~~Mr. ~~the~~Muehlbauer ~~exercise~~ of ~~independent~~our ~~judgement~~written inpolicies, ~~carrying~~codes ~~out~~of ~~the~~conduct ~~responsibilities~~or direction of aour ~~director,~~board ~~and~~of ~~includes~~directors; ~~any~~(iv) ~~director~~wrongful ~~who~~appropriation ~~accepted~~by ~~any~~Mr. ~~compensation~~Muehlbauer ~~from~~of ~~Blue~~our ~~Spa~~funds inor ~~excess~~property ofor ~~$200,000~~other ~~during~~material ~~any~~breach of ~~period~~Mr. ofMuehlbauer’s 12fiduciary ~~consecutive~~duties ~~months~~to ~~with~~us; ~~the~~or ~~three~~(v) ~~past~~the ~~fiscal~~material ~~years. Also,~~breach of the ~~ownership~~CFO ofAgreement ~~Blue~~by ~~Spa’s~~Mr. ~~stock~~Muehlbauer, ~~will~~or ~~not~~any ~~preclude~~other awritten agreement ~~director~~between ~~from~~us ~~being~~and ~~independent~~Mr. Muehlbauer.

~~Page~~For purposes of the CFO Agreement, “Disability” means the inability of Mr. Muehlbauer to perform on a full-time 44basis the duties and responsibilities of Mr. Muehlbauer’s employment with us by reason of Mr. Muehlbauer’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 120 days or more during any 180 day period. A period of inability is “uninterrupted” unless and until Mr. Muehlbauer returns to full time work for a continuous period of at least 30 days.

InThe ~~applying~~CFO ~~this~~Agreement ~~definition,~~also ~~Blue~~required Mr. ~~Spa’s~~Muehlbauer ~~board~~to ofenter ~~directors~~into ~~has~~a ~~determined~~confidentiality ~~that~~and ~~Mr.~~restrictive ~~Yau~~covenant ~~Yau~~agreement, ~~does~~which ~~not~~contains ~~qualify~~a as12 anmonth ~~“independent~~post-termination ~~director”~~non-solicitation requirement ~~pursuant~~and toa ~~the~~perpetual ~~same~~confidentiality ~~Rule~~requirement, among other terms and conditions.

AsTransition Employment ofAgreement ~~the~~with ~~date~~Paw ~~of the prospectus, Blue Spa did not maintain a separately designated compensation or nominating committee.~~Juul

~~Blue~~On February ~~Spa~~14, ~~has~~2023, ~~also~~we ~~adopted~~entered ~~this~~into ~~definition~~an ~~for~~executive ~~the~~service ~~independence~~agreement ofwith ~~the members of its audit committee. Law Yau Yau is the sole member of Blue Spa’s audit committee. Blue Spa’s board of directors has determined that~~ Mr. ~~Yau~~Juul, ~~Yau~~effective isas ~~not “independent” for purposes~~ of ~~Rule~~January ~~4200(a)(15) of the NASDAQ Manual~~14, ~~applicable to audit~~2023, ~~compensation~~providing ~~and~~for ~~nominating~~his employment ~~committee~~as ~~members,~~our ~~and~~Chief isTechnology ~~not~~Officer ~~“independent” for purposes of Section 10A~~(~~m)(3) of~~ the ~~Securities~~“CTO ~~Exchange Act~~Agreement”).

~~Disclosure~~Pursuant to the CTO Agreement, Mr. Juul is entitled to an initial annual base salary of ~~Commission~~approximately ~~Position~~$300,000 and annual pension contributions that amount to 10% of ~~Indemnification~~Mr. Juul’s annual base salary. The CTO Agreement also indicates that Mr. Juul shall be eligible to receive (i) an annual cash bonus of up to 150% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his annual base salary pursuant to a separate stock grant agreement. Under the CTO Agreement, Mr. Juul is also entitled to a company car, and we will pay for ~~Securities~~all ~~Act~~expenses ~~Liabilities~~related to such company car.

~~Insofar~~The CTO asAgreement ~~indemnification~~is ~~for~~non-terminable ~~liabilities~~until ~~arising~~December ~~under~~31, ~~the Securities Act of 1933 may be permitted to directors~~2025, ~~officers~~after orwhich ~~persons controlling Blue Spa pursuant to provisions of the State of Nevada~~date, ~~Blue~~upon ~~Spa~~providing ~~has~~12 ~~been~~months ~~informed~~advance ~~that~~notice, in the ~~opinion~~CTO ofAgreement may ~~the~~be ~~Securities~~terminated ~~and~~by ~~Exchange~~either ~~Commission,~~Mr. ~~such~~Juul ~~indemnification~~or ~~is against public policy as expressed in the Securities Act and is, therefore, unenforceable~~us.

~~Page~~The CTO -Agreement 45contains a perpetual confidentiality requirement.

~~Dealer Prospectus Delivery Obligation~~47

Until [180 days from the effective date of this prospectus], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectusU. ~~This~~S. Employment isAgreement ~~in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and~~ with ~~respect~~Paw ~~to their unsold allotments or subscriptions.~~Juul

~~Page~~Upon Mr. -Juul’s 46relocation to the U.S., we intend to enter into a new executive employment agreement with him to replace the CTO Agreement and provide for Mr. Juul’s continued employment as our Chief Technology Officer (the “U.S. CTO Agreement”) through December 31, 2025 (the “U.S. CTO Agreement Expiration Date”), except upon the earlier termination of the U.S. CTO Agreement as discussed below. Following the U.S. CTO Agreement Expiration Date, the U.S. CTO Agreement may be terminated by Mr. Juul or us for any reason.

~~Part~~Pursuant to IIthe U.S. CTO Agreement, Mr. Juul will be entitled to an annual base salary of $300,000 and will be eligible to participate in our retirement plan, subject to the eligibility terms and conditions of such plan. The U.S. CTO Agreement also indicates that Mr. Juul shall be eligible to receive (i) an annual cash bonus of up to 150% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus ~~Information~~of ~~Not~~up ~~Required~~to In100% ~~Prospectus~~of his base salary pursuant to a separate stock grant agreement. Under the U.S. CTO Agreement, Mr. Juul also will be: (i) entitled to a company car, and we will pay for all expenses related to such company car; (ii) the reimbursement of reasonable moving costs to the Houston area; and (iii) for so as Mr. Juul remains employed by us, for up to the initial two consecutive years following the date Mr. Juul relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount of $5,000 per month.

~~Other~~Pursuant to ~~Expenses~~the U.S. CTO Agreement, if Mr. Juul’s employment is involuntarily terminated by us without Cause (as defined below) or by reason of ~~Issuance~~his death or Disability (as defined below), then, subject to his timely execution and ~~Distribution~~non-revocation of a release of claims, in addition to compensation that has been earned but not yet paid, he will be entitled to a severance amount equal to his then current base monthly salary from the date of his termination until the U.S. CTO Agreement Expiration Date, or, if such termination occurs after the U.S. CTO Agreement Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

~~The~~For purposes ~~estimated~~of ~~costs~~the U.S. CTO Agreement, “Cause” means: (i) any act by Mr. Juul that is materially detrimental to our best interests or that constitutes common law fraud, a felony or any other criminal act involving moral turpitude; (ii) gross misconduct, material neglect or any act of ~~this~~disloyalty ~~offering~~or ~~are~~dishonesty asby ~~follows:~~Mr. Juul related to or connected with Mr. Juul’s employment by us or otherwise likely to cause material harm to us or our reputation; (iii) a material violation by Mr. Juul of our written policies, codes of conduct or direction of our board of directors; (iv) wrongful appropriation by Mr. Juul of our funds or property or other material breach of Mr. Juul’s fiduciary duties to us; or (v) the material breach of the U.S. CTO Agreement by Mr. Juul, or any other written agreement between us and Mr. Juul.

SEC Registration Fee	$ 100
Legal Fees and Expenses	5,000
Accounting Fees and Expenses	600
Auditor Fees and Expenses	10,000
Electronic Filing Fees	2,000
Printing Costs	500
Courier Costs	500
Transfer Agent Fees	3,000
Total	$21,700

For purposes of the U.S. CTO Agreement, “Disability” means the inability of Mr. Juul to perform on a full-time basis the duties and responsibilities of Mr. Juul’s employment with us by reason of Mr. Juul’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 120 days or more during any 180 day period. A period of inability is “uninterrupted” unless and until Mr. Juul returns to full time work for a continuous period of at least 30 days.

~~All amounts are estimates~~The U.S. ~~Blue~~CTO ~~Spa~~Agreement isrequired ~~paying all expenses listed above~~Mr. ~~None~~ ofJuul ~~the~~to ~~above~~enter ~~expenses~~into ofa ~~issuance~~confidentiality and ~~distribution~~restrictive ~~will~~covenant beagreement, ~~borne~~which bycontains ~~the~~a ~~selling~~12 ~~shareholders. The selling shareholders~~month post-termination, ~~however,~~non-solicitation ~~will~~requirement ~~pay~~and ~~any~~a ~~other~~perpetual ~~expenses~~confidentiality ~~incurred in selling their common stock~~requirement, ~~including~~among ~~any~~other ~~brokerage~~terms ~~commissions~~and ~~or costs of sale~~conditions.

~~Indemnification of Directors and Officers~~48

AsEquity Compensation ~~permitted~~Plan by Nevada law, Blue Spa’s Articles of Incorporation provide that it will indemnify Blue Spa’s directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of Blue Spa, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.Information

~~Exclusion~~The following table sets forth information regarding outstanding grants and shares available for grant under our 2023 Equity Incentive Plan. All information is as of ~~Liabilities~~December 31, 2023.

Pursuant to the laws of the State of Nevada, Blue Spa’s Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of Section 7-106-401 of the Nevada Business Corporation Act, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director’s liability under federal or applicable state securities laws.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

nil

Equity compensation plans not approved by security holders

14,930,555

(1)

nil

(2)

30,069,445

(3)

Total

14,930,555

nil

30,069,445

~~Disclosure~~(1) Represents ofshares ~~Commission~~that ~~position~~may onbe ~~Indemnification~~issued ~~for~~pursuant ~~Securities~~to ~~Act~~outstanding ~~Liabilities~~RSUs granted under the Incentive Plan. The settlement of these RSU awards is subject to stockholder approval.

~~Insofar~~(2) The ~~as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors~~RSUs, ~~officers~~once ~~or persons controlling Blue Spa pursuant to provisions of the State of Nevada~~vested, ~~Blue~~convert ~~Spa~~into ~~has~~shares ~~been informed that, in the opinion~~ of ~~the~~our ~~Securities~~common ~~and~~stock ~~Exchange~~on ~~Commission,~~a ~~such~~one-for-one ~~indemnification~~basis isfor ~~against~~no ~~public policy as expressed in the Securities Act and is, therefore, unenforceable~~additional consideration.

~~Recent~~(3) Represents ~~Sales~~shares ofavailable ~~Unregistered~~for ~~Securities~~future issuance under the Incentive Plan.

AsOn August 22, 2023, the Company’s board of ~~September~~directors 4approved the Incentive Plan, ~~2009~~pursuant ~~Blue~~to ~~Spa~~which. ~~has~~the ~~sold~~Company 7is ~~million~~authorized to grant options and other stock-based awards to executive officers, directors, employees and consultants enabling them to acquire up to 45,000,000 shares of ~~unregistered~~common ~~securities.~~stock ~~All~~ of ~~these~~the 7Company. ~~million~~Any shares ~~were~~subject ~~acquired~~to ~~from~~an ~~Blue~~award ~~Spa~~under inthe ~~private~~Incentive ~~placements~~Plan that ~~were~~expires, ~~exempt~~is ~~from~~cancelled or ~~registration~~forfeited, ~~under~~is ~~Regulation~~settled Sfor ofcash or otherwise does not result in the ~~Securities~~issuance ~~Act~~of all of ~~1933~~the ~~and~~shares ~~were~~subject ~~sold~~to such award shall, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-USissuance, ~~residents~~again become available for awards under the Incentive Plan. In addition, if (i) payment of the exercise price of any award or satisfaction of any tax withholding obligations arising from any award is made through the tendering of shares or by the withholding of shares by the Company, or (ii) any shares are repurchased by the Company with proceeds received from the exercise of a stock option issued under the Incentive Plan, then the shares so tendered, withheld or repurchased shall become available for awards under the Incentive Plan.

The exercise price of each option equals the market price of the Company’s shares ~~include~~of common stock as calculated on the ~~following:~~date of the grant. The maximum term and/or vesting period shall not be more than ten years from the grant date. The vesting period for all options is at the discretion of the board of directors of the Company and shall not be more than ten years from the grant date. The options are non-transferable.

1Restricted stock and RSU awards are subject to vesting spread over time at the discretion of the committee administering the Incentive Plan. OnUpon the ~~September~~vesting ~~14,~~of ~~2009,~~RSUs ~~Blue~~and ~~Spa~~the ~~issued~~Company’s 4determination that any necessary conditions precedent to the release of vested shares have been satisfied,~~000,000~~ such vested shares ofwill ~~common~~then be made available to the participants. Except as otherwise provided in the Incentive Plan or award agreement, the participants with a restricted stock ataward shall have all the rights of a ~~price~~stockholder, including the right to vote the shares of $0restricted stock.~~0005~~ ~~per~~The ~~share~~RSU ~~for~~awards ~~cash~~granted ~~proceeds~~on ofMay $210,~~000~~ to2023 ~~its~~provide ~~President;~~that the recipients do not have rights of a stockholder prior to vesting, and the settlement of these RSU awards is subject to stockholder approval.

2.Director Compensation ~~On January 29, 2010, Blue Spa issued 3,000,000 shares of common stock to 30 non-affiliate International resident at a price of $0.005 per share for cash proceeds of $15,000.~~

~~Page~~Directors are expected to timely and fully participate in all regular and special board meetings, and all meetings of committees that they serve on. Non-employee 47directors will be compensated through cash and equity grants, while other directors are compensated through equity grants only.

~~With~~Our current ~~respect~~non-employee ~~the~~director ~~above~~compensation ~~offerings~~is to International residents, Blue Spa completed the offerings of the common stock pursuant to Rule 903 of Regulation S of the Securities Act on the basis that the sale of the common stock was completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. Blue Spa did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to Blue Spa that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between Blue Spa and the investor included statements that the securities had not been registered pursuant to the Securities Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act or pursuant to an exemption from the Securities Act. The investor agreed by execution of the subscription agreement for the common stockfollows: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration under the Securities Act; (ii) that Blue Spa is required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration under the Securities Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act. When issued all securities will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act and cannot be resold without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

Each investor was given adequate access to sufficient information about Blue Spa to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the investors.

	Cash		RSUs
Director Fee	$	35,000	$	35,000	*
Chairman Fee (supplement)	$	35,000	$	35,000
Audit Committee Fee (supplement)	$	5,000		N/A
Compensation and Nominating and Governance Committee Fee (supplement)	$	3,000		N/A

~~Exhibits~~*Newly appointed directors will receive an initial RSU grant with a three-year vesting period.

Exhibit Number	Description
3.1	Articles of Incorporation of Blue Spa Incorporated.
3.2	By-Laws of Blue Spa Incorporated.
3.3	Certificate of Amendment of Blue Spa Incorporated
5.1	Opinion of Richard C. Fox, regarding the legality of the securities being registered.
14	Code of Ethics.
23.1	Consent of Independent Auditor
23.2	Consent of Richard C. Fox.

~~Undertakings~~PRINCIPAL STOCKHOLDERS

The following ~~undersigned~~table ~~registrant~~sets ~~hereby~~forth ~~undertakes:~~information regarding the beneficial ownership of our common stock on June 7, 2024 by (a) each person who is known by us to beneficially own 5% or more of our common stock, (b) each of our directors and executive officers, and (c) all of our directors and executive officers as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within 60 days. In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, the Company deemed outstanding shares of its common stock subject to options held by that person or entity that are currently exercisable or exercisable within 60 days of June 7, 2024. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise noted, the address of each beneficial owner is c/o Tankedraget 7, Aalborg, Denmark DK-9000.

1.The beneficial Toownership ~~file,~~of ~~during~~the ~~any~~Company’s ~~period~~common instock ~~which~~is ~~offers~~based oron ~~sales~~296,037,813 ~~are~~shares ~~being~~of ~~made,~~the aCompany’s ~~post-effective~~common ~~amendment~~stock toissued ~~this~~and outstanding ~~registration~~as ~~statement~~of ~~to:~~June 7, 2024.

a) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

Name	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned⁽²⁾

Greater than 5% Stockholders

Kestrel Flight Fund LLC⁽¹⁾		71,797,703		24.3	%

AØNP14 ApS ⁽²⁾		21,700,059		7.3	%

Directors and Executive Officers

Sune Mathiesen⁽³⁾		92,483,587		31.2	%

Stefan Muehlbauer		1,000,000		0.3	%

Paw Juul⁽⁴⁾		92,483,587		31.2	%

All directors and executive officers as a group (3 persons)		185,967,174		62.2	%

b) reflect in Blue Spa’s prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease if the securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

	*	Less than one percent of outstanding shares.

	(1)	Albert Hanser is the Managing Partner of Kestrel Flight Fund LLC. The address of Kestrel Flight Fund LLC is 149 Meadowbrook Road, Weston, Massachusetts 02493.

	(2)	Aldo Petersen is the managing director of AØNP14 ApS. The address of AØNP14 ApS is Amaliegade 6, DK-1256 København K.

	(3)	Consists of 92,483,587 shares owned directly by Sune Mathiesen Holding ApS. Mr. Mathiesen is the managing director of Sune Mathiesen Holding ApS.

	(4)	Consists of 92,483,587 shares owned by FENO Holding ApS. Mr. Juul is the managing director of FENO Holding ApS.

c) include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.50

2.TRANSACTIONS WITH ~~That,~~RELATED ~~for~~PERSONS the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.Transactions with ToRelated ~~remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.~~Persons

~~Page~~We describe -below 48transactions or series of similar transactions, since January 1, 2022, or currently proposed, to which we were a party or will be a party, in which, the amounts involved exceeded $120,000 or 1% of the Company’s total assets, whichever is less; and

4.● ~~For determining liability of the undersigned registrant under the Securities Act to~~ any ~~purchaser in the initial distribution~~ of ~~the~~our ~~securities~~directors, ~~the~~executive ~~undersigned~~officers ~~registrant~~or ~~undertakes~~beneficial ~~that~~holders inof amore ~~primary~~than ~~offering~~5% of ~~securities~~any class of ~~the~~our ~~undersigned~~capital ~~registrant~~stock, ~~pursuant~~or toany ~~this~~immediate ~~registration~~family ~~statement,~~member ~~regardless~~ of, ~~the~~or ~~underwriting~~person ~~method~~sharing ~~used to sell~~ the ~~securities~~household ~~to the purchaser~~with, ~~if the securities are offered or sold to such purchaser by means of~~ any of ~~the~~these ~~following~~individuals ~~communications~~or entities, ~~the~~had ~~undersigned~~or ~~registrant~~ will behave a ~~seller~~direct ~~to the purchaser and will be considered to offer~~ or ~~sell~~indirect ~~such~~material ~~securities to such purchaser:~~interest.

a.Transactions with ~~any~~Directors ~~preliminary~~& ~~prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~Officers

b.Stefan Muehlbauer ~~any~~resigned ~~free~~as ~~writing~~a ~~prospectus~~director ~~relating~~of to the ~~offering~~Company ~~prepared~~on byFebruary or14, on2023 ~~behalf~~and is currently the Chief Financial Officer (“CFO”) of the ~~undersigned~~Company. ~~registrant~~During orthe ~~used~~year orended ~~referred~~December 31, 2023, the Company incurred management fees to bythe CFO totaling an aggregate of $120,625. At December 31, 2023, $140,875 was owing to the ~~undersigned~~CFO ~~registrant;~~for management fees, consisting of current and past due amounts, and $2,020 for reimbursement of out of pocket expenses.

c.On February ~~the~~14, ~~portion~~2023, ofTiffany ~~any~~Muehlbauer ~~other~~resigned ~~free~~as ~~writing~~Chief ~~prospectus~~Technology ~~relating~~Officer toof the ~~offering~~Company. ~~containing~~At ~~material~~December ~~information~~31, ~~about~~2023, ~~the~~$12,766 ~~undersigned~~was ~~registrant~~owing orto Ms. ~~its~~Muehlbauer ~~securities~~for ~~provided~~past bydue orsalaries onand ~~behalf~~$25,500 offor ~~the~~management ~~undersigned registrant; and~~fees.

d.At December ~~any~~31, ~~other~~2023, ~~communication~~the ~~that~~Company isowed ana ~~offer~~company incontrolled ~~the~~by ~~offering~~Stefan ~~made~~Muehlbauer byand Tiffany Muehlbauer the ~~undersigned~~amount ~~registrant~~of to$20,647 ~~the~~for ~~purchaser~~office expenses.

5.On February ~~That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering~~14, ~~other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 340A~~2023, ~~will~~Sune beMathiesen ~~deemed~~became toa bedirector ~~part of~~ and ~~included~~Chief inExecutive ~~this~~Officer ~~registration~~(“CEO”) ~~statement as~~ of the ~~date~~Company. itDuring isthe ~~first~~year ~~used~~ended December ~~after effectiveness. Provided~~31, ~~however~~2023, ~~that~~Legacy noLithium ~~statement~~Harvest ~~made~~incurred inmanagement afees ~~registration~~payable ~~statement~~to orthe ~~prospectus~~CEO ~~that~~totaling isan ~~part~~aggregate of ~~this~~$285,020 ~~registration~~(DKK ~~statement~~1,925,000). At orDecember ~~made~~31, in2023, a$151,764 ~~document~~(DKK ~~incorporated~~1,025,000) orwas ~~deemed~~owing ~~incorporated~~to bythe ~~reference~~CEO ~~into~~for ~~this~~salaries, ~~registration~~and ~~statement or prospectus that is a part of this registration statement will~~$2,771 as(DKK ~~to a purchaser with a time of contract of sale prior to such first use~~18,714) ~~supersede~~for orreimbursement ~~modify any statement that was made in this registration statement or prospectus that was part~~ of ~~this~~out ~~registration statement or made in any such document immediately prior to such date~~ of pocket ~~first use~~expenses.

~~Insofar~~In 2022, asthe ~~indemnification~~Company ~~for~~incurred ~~liabilities~~management ~~arising~~fees ~~under~~from ~~that~~a ~~Securities~~company ~~Act~~controlled ~~may~~by beSune ~~permitted~~Mathiesen toof ~~Blue~~$108,190. ~~Spa’s~~In ~~directors~~2023, ~~officers and controlling persons pursuant to~~ the ~~provisions~~Company ~~above,~~incurred oradditional management ~~otherwise,~~fees wefrom ~~have~~a ~~been~~company ~~advised~~controlled ~~that~~by inSune ~~the~~Mathiesen ~~opinion~~ of ~~the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act~~$83, ~~and is, therefore, unenforceable~~000.

InAt December ~~the~~31, ~~event~~2023, ~~that~~ a ~~claim~~company ~~for~~controlled ~~indemnification~~by ~~against such liabilities, other than~~ the ~~payment~~director byand ~~Blue~~CEO ~~Spa~~was ofowed ~~expenses~~$40,425 ~~incurred~~(DKK or273,027) ~~paid~~for byout ~~one~~ of ~~its~~pocket ~~directors~~expenses, ~~officers~~current orand past ~~controlling~~due. ~~persons~~During in the ~~successful~~year ~~defense~~ended ofDecember ~~any action~~31, ~~suit or proceeding~~2023, isLegacy ~~asserted~~Lithium byHarvest ~~one~~entered ofinto ~~Blue~~two ~~Spa’s~~notes ~~directors,~~payable ~~officers~~with ora ~~controlling~~company ~~persons~~controlled by inthe ~~connection~~CEO ~~with~~of the ~~securities being registered~~Company, ~~Blue~~with ~~Spa~~one ~~will,~~note ~~unless~~ in the ~~opinion~~principal amount of ~~its~~$17,173 ~~counsel~~(DKK 118,000) and the ~~matter~~other ~~has~~in ~~been~~the ~~settled~~principal byamount ~~controlling~~of ~~precedent~~$2,183 (DKK ~~submit~~15,000), toand aeach ~~court~~with ofa ~~appropriate~~3% ~~jurisdiction~~interest ~~the~~rate ~~question~~per ~~whether~~annum ~~such~~that ~~indemnification~~was isdue ~~against~~on ~~the~~or ~~public~~before ~~policy~~May as1, ~~expressed~~2023. inDuring the ~~Securities~~year ~~Act,~~ended ~~and~~December a31, ~~will be governed by~~ 2023, the ~~final~~loans ~~adjudication~~were ~~of such issue~~repaid.

~~Page~~On February -14, 492023, Paw Juul became the Chief Technology Officer (“CTO”) of the Company. During the year ended December 31, 2023, Legacy Lithium Harvest incurred management fees from the CTO totaling an aggregate of $285,020 (DKK 1,925,000). At December 31, 2023, $143,895 (DKK 971,850) was owing to the CTO for salaries.

~~Signatures~~On April 28, 2023, a Company controlled by a director and CTO of the Company, Paw Juul, loaned the Company $14,506 (DKK 99,000). The loan had a 3% interest rate that was due on or before June 30, 2023. During the year ended December 31, 2023, the loan was repaid.

~~Pursuant to the requirements of the~~ Securities Exchange ~~Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto, duly authorized in the City of Chengdu, China on September 10, 2010.~~Agreement

~~Blue~~On February ~~Spa~~14, ~~Incorporated~~2023, we entered into the Exchange Agreement with Legacy Lithium Harvest and the Legacy Lithium Harvest Shareholders. Pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares of capital stock of Legacy Lithium Harvest in exchange for issuing to the Legacy Lithium Harvest Shareholders 206,667,233 shares of the Company’s common stock. The Exchange Transaction closed on February 14, 2023.

~~By:~~Following the issuance to the Legacy Lithium Harvest Shareholders of the shares of the Company’s common stock, the Legacy Lithium Harvest Shareholders hold approximately 72% of the outstanding voting power and capital stock of the Company and the holders of SPGX’s common stock prior to the Exchange Transaction hold approximately 3%. The Legacy Lithium Harvest Shareholders include Sune Mathiesen Holding ApS, of which Mr. Mathiesen is the managing director; FENO Holding ApS, of which Mr. Juul is the managing director; and AØNP14 ApS, of which Mr. Petersen is the managing director, which entities hold 31.2%, 31.2% and 7.3%, respectively, of the outstanding voting power and capital stock of the Company. Kestrel Flight Fund LLC, which held a convertible loan issued by the Company prior to the Exchange Transaction, holds approximately 24.3% of the outstanding voting power and capital stock of the Company.

/The Company’s/ ~~Law~~Related ~~Yau~~Party ~~Yau~~Transactions

~~Law~~As described ~~Yau~~above, ~~Yau~~Albert Hanser is the Managing Partner of Kestrel Flight Fund LLC and directly or indirectly holds 24.3% of the issued and outstanding shares in the Company. Kestrel Flight Fund LLC loaned the Company $100,000 pursuant to a Loan Agreement dated July 21, 2021, by and between the Company and Kestrel Flight Fund LLC, which was subsequently amended on June 22, 2022, to increase the loan amount by $25,000 to a total of $125,000 (the “Loan”). The Loan accrued interest at the rate of 10% per annum and converted into the Company’s common stock upon the effectiveness of the Exchange Transaction.

~~Director, Chief Executive Officer, President, and Principal Executive Officer~~51

~~Pursuant~~DESCRIPTION OF toCAPITAL ~~the requirements of Securities Act of 1933, this registration statement was signed by the following persons in the capacities and the dates stated:~~STOCK

~~/s/ Law Yau Yau~~General

~~Law~~The following ~~Yau~~description ~~Yau~~of our capital stock and certain provisions of our Articles of Incorporation and By-laws are summaries. Copies of these documents are filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

~~Director~~Our authorized capital stock consists of 500,000,000 ~~Chief~~shares ~~Executive~~of ~~Officer~~common stock, ~~President~~par value $0.0001 per share. As of June 7, ~~and~~2024, ~~Principal~~296,037,813 shares ~~Executive~~of ~~Officer~~our common stock were outstanding

~~September~~Description ~~10,~~of ~~2010~~Common Stock

~~/s/~~We are ~~Law~~authorized ~~Yau~~to ~~Yau~~issue 500,000,000 shares of common stock, par value $0.0001 per share. Holders of our common stock are entitled to one vote per share. Our Articles of Incorporation, as amended (the “Articles of Incorporation”), do not provide for cumulative voting, which means that the holders of more than 50% of outstanding shares voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of our directors. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of the Company. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. All issued and outstanding shares of common stock are fully paid and non-assessable.

~~Law~~Voting ~~Yau~~Rights. ~~Yau~~Holders of shares of our common stock are entitled to one vote for each share of common stock standing in such stockholder’s name on the records of the Company on all matters submitted to a stockholder vote, with no cumulative voting rights.

~~Chief~~Conversion ~~Financial~~and ~~Officer,~~Redemption Rights. ~~Principal~~Shares ~~Financial~~of ~~Officer,~~our common stock have no conversion rights and ~~Principal~~are ~~Accounting~~not ~~Officer~~subject to any rights of redemption by operation of a sinking fund or otherwise.

~~September~~Dividend ~~10,~~Rights. ~~2010~~We have not paid any dividends on our common stock and we do not intend to pay any dividends on our common stock in the foreseeable future.

~~Page~~Preemptive -or 50Similar Rights. Our common stock has no preemptive or conversion rights or other subscription rights, nor are there any redemption or sinking fund provisions applicable to our common stock.

~~Exhibit~~Anti-Takeover ~~3.1~~Effects of Provisions of Our By-laws and Nevada Law

~~Page~~Meetings of Stockholders. Our By-laws 51provides that a special meeting of stockholders may be called only by the president or the secretary of the Company, by resolution of the directors or on the written request of the stockholders owning a majority of the issued and outstanding shares and entitled to vote. Business transactions at any special meeting of stockholders is limited to the purpose stated in the notice.

~~Page~~ Anti- 52Takeover Provisions

~~Exhibit~~Section 78.438 of the Nevada Revised Statutes prohibits a Nevada corporation with 200 or more stockholders of record from engaging in a business combination with an interested stockholder (generally defined as a person which together with its affiliates owns, or within the last two years has owned, 10% of our voting stock) unless the business combination is approved in a prescribed manner. Further, Nevada law contains provisions governing “acquisition of controlling interest” in Sections 78.378 through 78.3793 of the Nevada Revised Statutes. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The Control Share Acquisition Act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the Control Share Acquisition Act, would bring its voting power within any of the following three ranges: 20 to 33-1/3%; 33-1/3% to 50%; or more than 50%.2 A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the Control Share Acquisition Act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our By-laws currently exempt our common stock from the Control Share Acquisition Act. At such time as they may apply, the provisions of the Control Share Acquisition Act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders. The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

~~Page~~Transfer Agent -and 53Registrar

~~BY-LAWS~~The transfer agent and registrar for our common stock is Empire Stock Transfer Inc.

ofListing

~~Blue~~Our common ~~Spa~~stock ~~Incorporated~~is currently quoted on the OTC Pink under the symbol “SPGX”. In connection with this Offering, we are applying to list our common stock on the NYSE under the symbol “LIHV.”

~~a Nevada corporation~~52

~~ARTICLE~~SHARES ELIGIBLE 1FOR FUTURE SALE

~~Offices~~Our common stock is currently traded only on the OTC Pink. In connection with this Offering, we have applied to apply to list our common stock on the NYSE. No assurance can be given that our application will be approved. Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect prevailing market prices of our common stock. Upon completion of this Offering, we will have an aggregate of shares of common stock issued and outstanding, assuming the underwriters do not exercise their option to purchase additional Shares. All the common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act by persons other than by our affiliates.

~~Section~~Certain ~~1. The~~of ~~registered~~the ~~office~~shares of common ~~this~~stock ~~corporation~~after isthe inoffering ~~the~~will ~~city~~be held by our existing shareholders. Upon consummation of ~~Reno~~the Offering, ~~Nevada~~approximately % of our issued and outstanding common stock will be subject to such lock-up agreements.

~~Section~~Rule 144 2. The corporation may also have offices at other places both within and without the State of Nevada as the directors may determine or the business of the corporation may require.

~~ARTICLE~~In general, 2under Rule 144 of the Securities Act, a person or entity that has beneficially owned our common stock for at least six months and is not our “affiliate” will be entitled to sell our common stock, subject only to the availability of current public information about us, and will be entitled to sell shares held for at least one year without any restriction. A person or entity that is our “affiliate” and has beneficially owned our common stock for at least six months will be able to sell, within a rolling three month period, the number of shares that does not exceed the greater of the following:

~~Meetings~~(i) 1% of ~~Stockholders~~the then outstanding common stock; and

~~Section 1. Annual meetings of~~ (ii) the ~~stockholders~~average ~~must~~weekly betrading ~~held~~volume ~~at the registered office~~ of ~~the~~our ~~corporation~~common orstock atduring ~~any other place within or without~~ the ~~State~~four ofcalendar ~~Nevada~~weeks aspreceding the ~~directors~~date ~~may~~on ~~decide. Special~~which ~~meetings~~notice of the ~~stockholders~~sale ~~may be held at the time and place within or without the State of Nevada as~~ is filed ~~stated~~with in the ~~notice of the meeting, or in a duly executed waiver of notice~~SEC.

~~Section~~Sales by ~~2. Annual~~affiliates ~~meetings~~under ofRule ~~the~~144 ~~stockholders~~ must be ~~held~~made onthrough ~~the~~unsolicited ~~anniversary~~brokers’ ~~date~~transactions. ofThey ~~incorporation~~are ~~each~~also ~~year~~subject ifto itmanner isof ~~not~~sale aprovisions, notice ~~legal~~requirements ~~holiday~~ and, ~~and if it is a legal holiday, then on~~ the ~~next~~availability ~~secular~~of ~~day~~current ~~following,~~public orinformation atabout ~~another time as the directors may decide, at which the stockholders will elect the directors and transact any other business that is properly before the meeting~~us.

~~Section~~Lock-Up Agreements 3. The president or the secretary may, by resolution of the directors or on the written request of the stockholders owning a majority of the issued and outstanding shares and entitled to vote, call special meetings of the stockholders for any purpose unless otherwise prescribed by statute or by the articles of incorporation. A request must state the purpose of the proposed meeting.

~~Section 4. Notices~~ Each of ~~meetings~~our ~~must be written and signed by the president or vice-president or the secretary or an assistant secretary or by any other person designated by the~~ directors~~. The~~ ~~notice must state the purpose for which the meeting is called~~ and ~~the~~executive ~~time~~officers ~~and~~expect ~~the place, which may be within or without the State, where it is~~ to beenter ~~held. A~~into ~~copy~~lock-up ofagreements ~~the~~in ~~notice~~connection ~~must~~with bethis ~~either delivered personally or mailed~~Offering, ~~postage~~pursuant ~~prepaid,~~ to ~~each~~which, subject ~~stockholder of record entitled~~ to ~~vote~~certain atexceptions, ~~the~~they ~~meeting~~agreed not ~~less than 10 and not more than 60 days before the meeting. If it is mailed, it must be directed~~ to asell ~~stockholder~~or atotherwise ~~the~~dispose ~~address~~of ~~that~~their ~~appears~~shares ~~upon the records~~ of ~~the~~common ~~corporation~~stock ~~and~~or isany ~~deemed~~securities convertible ~~to be delivered to the stockholder when it is deposited~~ into ~~the mail. If a stockholder is a corporation, association~~ or ~~partnership,~~exchangeable ~~the~~for ~~notice~~common isstock ~~deemed~~for ~~to have been delivered to the stockholder it is delivered personally to an officer of the corporation or association, or to any member of~~ a ~~partnership. A~~period ~~transferee is not entitled to notice~~ of aat ~~meeting~~least days ifafter the ~~stock~~date isof ~~transferred~~this ~~after~~prospectus without the ~~notice~~prior iswritten ~~delivered~~consent ~~and~~of ~~before~~ the ~~meeting is held~~underwriters.

~~Section~~Equity Incentive ~~5. Business~~Plans ~~transactions at any special meeting of stockholders is limited to the purpose stated in the notice.~~

~~Section~~We intend ~~6. The~~to ~~holders~~file of one~~-third~~ ~~of the stock issued and outstanding and entitled to vote and present in person~~ or ~~represented~~more byregistration ~~proxy,~~statements ~~constitutes~~on aForm ~~quorum~~S-8 atunder ~~all meetings of~~ the ~~stockholders~~Securities ~~for~~Act with the ~~transaction~~SEC ofto ~~business~~register ~~except~~the asoffer ~~otherwise~~and ~~provided~~sale ~~by statute or by the articles~~ of shares ~~incorporation. If a quorum is not present or represented at any meeting~~ of ~~the~~our ~~stockholders,~~common ~~the~~stock ~~stockholders~~that ~~who~~ are ~~entitled~~issuable tounder ~~vote and present in person or represented by proxy may adjourn~~ the ~~meeting~~Incentive ~~from~~Plan. ~~time~~Any tosuch ~~time,~~registration ~~without~~statements ~~notice~~will ~~other~~become ~~than~~effective ~~announcements~~immediately on atfiling. ~~the~~Shares ~~meeting. At~~covered ~~such~~by ~~adjourned~~these ~~meeting,~~registration ~~the~~statements ~~quorum~~will ~~shall~~then be ~~equal~~eligible tofor ~~the~~sale ~~number of issued and outstanding shares of the corporation present~~ in ~~person or by proxy and any business may be transacted at~~ the ~~adjourned~~public ~~meeting~~markets, assubject ~~originally notified. The shareholders present at a duly organized meeting may continue~~ to ~~transact~~vesting ~~business~~restrictions, any ~~until~~applicable ~~adjournment~~lock-up ofagreements ~~the~~described ~~meeting~~below, ~~notwithstanding~~and ~~the~~Rule ~~withdrawal~~144 oflimitations ~~shareholders~~applicable ~~from~~to ~~the meeting so that less than a quorum remains~~affiliates.

~~Page - 54~~53

~~Section 7~~MATERIAL U. ~~When~~S. aFEDERAL ~~quorum~~INCOME isTAX ~~present~~CONSEQUENCES orTO ~~represented~~NON-U.S. atHOLDERS ~~any~~OF ~~meeting,~~THE ~~the~~COMPANY’S ~~vote~~COMMON ofSTOCK the holders of 10% of the stock having voting power present in person or represented by proxy is sufficient to elect directors or to decide any question brought before the meeting unless the statute or the articles of incorporation specify that the question requires that a different percentage is required to decide the question.

~~Section~~The following 8is a summary of the material U. ~~Each~~S. ~~stockholder~~federal income tax consequences to non-U.S. holders (as defined below) of ~~record~~the purchase, ownership and disposition of the ~~corporation~~Company’s common stock included in this Offering, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is ~~entitled~~based atupon ~~each~~the ~~meeting~~provisions of the ~~stockholders~~Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, Treasury regulations promulgated thereunder, published administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed or be subject to ~~one~~differing ~~vote~~interpretations, ~~for~~possibly ~~each~~retroactively, so ~~share~~as ~~standing~~to result in ~~his~~U.S. ~~name~~federal income tax consequences different from those set forth below. No ruling on the ~~books~~U.S. federal, state, local or other tax considerations relevant to the Company’s operations or to the purchase, ownership or disposition of its shares, has been requested from the ~~corporation~~U. ~~Any~~S. ~~stockholder~~Internal ~~may~~Revenue ~~demand~~Service, or the IRS, or other tax authority. No assurance can be given that the ~~vote~~IRS ~~for~~would not ~~directors~~assert, ~~and~~or ~~any~~that ~~question~~a ~~before~~court would not sustain, a position contrary to any of the ~~meeting~~tax beconsequences bydescribed ~~ballot~~below.

~~Section~~This summary ~~9. At~~also ~~any~~does ~~meeting~~not ofaddress the ~~stockholders~~tax ~~any~~considerations ~~stockholder~~arising ~~may~~under beany ~~represented and vote by a proxy or proxies appointed by in writing~~U. IfS. ~~the~~federal ~~written~~tax ~~proxy~~laws ~~designates~~other ~~two~~than orincome ~~more~~tax ~~persons to act as proxies~~laws, athe ~~majority~~laws of any ~~the~~non-U.S., ~~designated~~state ~~persons~~or ~~present~~local ~~at the meeting~~jurisdiction, or ~~one~~under ifU.S. ~~only~~federal ~~one~~gift isand ~~present,~~estate ~~has~~tax ~~the~~laws. ~~powers~~In ~~conferred~~addition, bythis ~~the~~summary ~~written~~does ~~instruction~~not address U. NoS. ~~proxy~~federal orincome ~~power~~tax ofconsiderations ~~attorney~~applicable to ~~vote may be voted at~~ a ~~meeting of the stockholders unless it has been filed with the secretary of the meeting when required by the inspectors of election~~non-U. ~~All~~S. ~~questions~~holder’s ~~regarding~~particular ~~the~~circumstances ~~qualifications of voters, the validity of proxies, and the acceptance~~ or ~~rejection~~to ofnon-U.S. ~~votes~~holders ~~must~~that may be ~~decided~~subject byto ~~the~~special ~~inspectors~~tax ~~of election who are appointed by the directors~~rules, ~~or if not appointed~~including, ~~then~~without ~~by the officer presiding at the meeting.~~limitation:

Section 10. Any action that may be taken by the vote of the stockholders at a meeting may be taken without meeting if it is authorized by the written consent of stockholders holding at least a majority of the voting power● banks, ~~unless~~insurance ~~the~~companies ~~provisions of the statute~~ or ~~the~~other ~~articles~~financial ~~of incorporation require a greater proportion of voting power to authorize the action~~institutions, inregulated ~~which~~investment ~~case~~companies ~~the~~or ~~greater~~real ~~proportion~~estate ~~of written consents is required.~~investment trusts;

~~ARTICLE~~● persons 3subject to the alternative minimum tax or Medicare contribution tax on net investment income;

~~Directors~~● tax-exempt organizations or governmental organizations;

~~Section~~● tax-qualified ~~1. The~~retirement directors must manage business of the corporation and they may exercise all the powers of the corporation and do any lawful thing unless the statute or the articles of incorporation or these bylaws specify that the stockholders have the power to do the thing.plans;

~~Section~~● “controlled ~~2. The~~foreign ~~number~~corporations,” of“passive ~~directors~~foreign ~~that~~investment ~~constitutes~~companies” ~~the~~and ~~whole~~corporations ~~board~~that ~~may~~accumulate earnings ~~not be less than one or more than eight. The directors at any time may increase or decrease the number of directors~~ to ~~not~~avoid ~~less than one and not more than eight~~U. The stockholders will elect the directors at the annual meeting of the stockholders and, except as provided in section 3 of this article, each director’s term of office will be one year or until a successor is elected and qualifiedS. ~~Directors~~ ~~may~~federal beincome ~~re-elected for successive annual terms. Directors need not be stockholders.~~tax;

~~Section~~● brokers ~~3. A majority of the remaining directors, even if they are less than a quorum,~~ or adealers ~~sole remaining director may fill any vacancies~~ in ~~the~~securities ~~board of directors, including those caused by an increase in the number of directors, and each director so elected holds office until a successor is elected at the annual~~ or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by voting at a meeting called for the purpose or by a written statement filed with the secretary or, if the secretary is absent, with any other officer. The removal is effective immediately even if successors are not elected simultaneously, and the resulting vacancies on the board of directors may be filled only from the stockholders.currencies;

A● traders ~~vacancy~~in onsecurities ~~the~~that ~~board~~elect ~~of directors is deemed~~ to ~~exist~~use if a ~~director dies, resigns or is removed, or if the authorized number of directors is increased, or if the stockholders fail~~ mark-to-market ~~elect~~method ~~the number~~ of ~~directors~~accounting tofor betheir ~~elected~~securities ~~t any annual or special meeting of stockholders at which any director is to be elected.~~holdings;

~~Page~~● persons -that 55own, or are deemed to own, more than five percent of the Company’s capital stock (except to the extent specifically set forth below);

~~The stockholders may elect a director at any time to fill any vacancy not filled by the directors~~● U.S. Ifexpatriates ~~the~~and ~~directors~~former ~~accept~~citizens ~~the resignation of a director tendered to take effect at a future time, the board~~ or ~~the~~long-term ~~stockholders~~residents ~~may~~of ~~elect a successor to take office when~~ the ~~resignation~~United ~~becomes effective.~~States;

~~Neither~~● partnerships ~~the~~or ~~directors~~entities ~~nor~~classified ~~the~~as ~~stockholders~~partnerships ~~can~~for ~~reduce~~U.S. ~~the~~federal ~~authorized~~income ~~number~~tax ofpurposes ~~directors~~or toother ~~cause~~pass-through ~~the~~entities ~~removal~~(and investors ~~of any director before the expiration of his term of office.~~therein);

~~ARTICLE~~● persons 4who hold the Company’s common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction or integrated investment;

~~Meeting~~● “qualified foreign pension funds” as defined in Section 897(l)(2) of the ~~Board~~Internal Revenue Code and entities all of ~~Directors~~the interests of which are held by qualified foreign pension funds;

~~Section~~● persons ~~1. Regular~~subject ~~meetings~~to ofspecial ~~the~~tax ~~board~~accounting ofrules ~~directors~~as ~~must be held at any place within or without the State that is designated by~~ a ~~resolution~~result of ~~the~~any ~~board~~item ~~or the written consent~~ of ~~all~~gross ~~members~~income ofwith ~~the~~respect ~~board. In~~to ~~the~~common ~~absence~~stock ofbeing ataken into ~~designation,~~account ~~regular~~in ~~meetings~~an ~~must~~applicable befinancial ~~held at the registered office.~~statement;

~~Section~~● persons ~~2. The~~who ~~first~~hold ~~meeting~~or ofreceive ~~each newly elected board of directors should be held immediately following~~ the ~~adjournment~~Company’s ofcommon ~~the~~stock ~~meeting~~pursuant ofto ~~stockholders and at~~ the ~~place~~exercise of ~~the~~any ~~meeting. A~~employee ~~notice~~stock ofoption ~~the~~or ~~meeting~~otherwise ~~is not necessary in order legally to constitute the meeting if a quorum is present. If the meeting is not held then, it may be held at the time and place that is specified in a notice given~~ as ~~these bylaws provide for special meetings of the directors.~~ compensation;

~~Section~~● persons ~~3. Regular~~who ~~meetings~~do ofnot hold the ~~board~~Company’s ofcommon ~~directors~~stock ~~may~~as bea ~~held~~capital ~~without~~asset ~~call~~within orthe ~~notice~~meaning atof ~~the~~Section ~~time~~1221 ~~and~~of at the ~~place~~Internal Revenue ~~that~~Code; ~~is fixed by the directors.~~or

~~Section~~● persons ~~4. Special~~deemed ~~meetings~~to ofsell the ~~directors~~Company’s ~~may~~common bestock ~~called~~under by the ~~chairman~~constructive orsale ~~the~~provisions ~~president~~of ~~or by~~ the ~~vice-president~~Internal ~~or by any two directors~~Revenue Code.

Written notice of the time and place of special meetings must be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to the director at the address as it is shown upon the records or, if not readily ascertainable, at the place in which the meetings of the directors are regularly held. If the notice is mailed or telegraphed, it will be deposited in the postal service or delivered to the telegraph company at least 48 hours before the meeting is scheduled to start. If the notice is delivered or faxed, it must be delivered or faxed at least 24 hours before the meeting is scheduled to start. Delivery as described in this article is be legal and sufficient notice to the director.54

~~Section~~In addition, 5if a partnership or entity classified as a partnership for U. ~~Notice~~S. offederal income tax purposes holds the ~~time~~Company’s ~~and~~common stock, ~~place~~the ~~for~~tax ~~convening~~treatment anof ~~adjourned~~a ~~meeting~~partner ~~need~~generally ~~not~~will bedepend ~~given~~on tothe status of the ~~absent~~partner, ~~directors~~the ifactivities of the ~~time~~partnership, and ~~place~~certain determinations ~~has~~made ~~been~~at ~~fixed~~the atpartner level. Accordingly, partnerships that hold the ~~meeting~~Company’s ~~adjourned~~common stock, and partners in such partnerships, should consult their tax advisors.

~~Section~~This discussion ~~6. The~~is ~~transaction~~for ofinformational ~~business~~purposes atonly ~~any~~and ~~meeting~~is ofnot ~~the~~tax ~~directors,~~advice. ~~however~~You ~~called~~are ~~and~~urged ~~noticed~~to orconsult ~~wherever~~your ~~held,~~tax isadvisor aswith ~~valid~~respect asto ~~though~~the ~~transacted~~application of atthe aU.S. ~~meeting~~federal ~~duly~~income ~~held~~tax ~~after~~laws ~~regular~~to ~~call~~your ~~and~~particular ~~notice~~situation, ifas awell ~~quorum~~as isany ~~present~~tax ~~and~~consequences ~~if,~~of ~~either before or after~~ the ~~meeting~~purchase, ~~each~~ownership and disposition of the ~~directors~~Company’s ~~not~~common ~~present~~stock ~~signs~~arising aunder ~~written~~the ~~waiver~~U.S. offederal ~~notice~~estate or agift ~~consent~~tax torules ~~meeting’s being held,~~ or ~~written~~under ~~approvals~~the ~~are~~laws ~~filed~~of ~~with~~any ~~the~~state, ~~corporate~~local, ~~records~~ non-U.S., or ~~made~~other ataxing ~~part~~jurisdiction ofor ~~the~~under ~~minutes~~any ofapplicable ~~the~~tax ~~meeting~~treaty.

~~Section 7~~Non-U. AS. Holder ~~majority~~Defined ofFor ~~the~~purposes ~~authorized number~~ of ~~directors~~this ~~constitutes a quorum for the transaction of business~~discussion, ~~except~~you toare ~~adjourn~~a ~~as described in these bylaws~~non-U. ~~Every~~S. ~~decision~~holder ~~made~~(other bythan a ~~majority~~partnership) ofif ~~the~~you ~~directors~~are ~~present at~~ a ~~meeting~~beneficial ~~duly~~owner ~~held at which a quorum is present is deemed to be the decision~~ of the ~~board~~Company’s ofcommon ~~directors~~stock ~~unless a greater number is required by law or by the articles of incorporation. Any action of a majority, although not at a regularly called meeting, and the record of it if the~~ other ~~directors have consented in writing, is as valid and effective in all respects as if it were passed by the board in regular meeting.~~than:

~~Section~~● an ~~8. A~~individual ~~quorum~~citizen ofor ~~the~~resident ~~directors may adjourn any directors’ meeting to meet again at a stated day and hour; but, in the absence~~ of ~~a quorum, a majority of~~ the ~~directors~~United ~~present~~States at(for ~~any~~U.S. ~~directors’~~federal ~~meeting,~~income ~~either~~tax ~~regular or special, may adjourn the meeting to the next regular meeting of the board.~~purposes);

~~Page~~● a -corporation 56or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia, or other entity treated as such for U.S. federal income tax purposes;

~~Section~~● an ~~9. Any~~estate ~~action~~whose ~~required~~income oris ~~permitted~~subject to beU.S. ~~taken~~federal byincome ~~the~~tax ~~vote~~regardless of ~~the~~its ~~directors~~source; ~~at a meeting may be taken without a meeting if, before~~ or ~~after the action, it is authorized by the written consent of all the directors.~~

~~ARTICLE~~● a 5trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more “U.S. persons” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) who have the authority to control all substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

~~Committees of Directors~~Distributions

~~Section~~As described ~~1. The~~in ~~directors~~the ~~may,~~section byentitled ~~resolution~~“Market ~~adopted~~for byour ~~all~~Common ofStock ~~them,~~and ~~designate~~Related ~~one~~Stockholder orMatters— ~~more~~Dividend ~~committees~~Policy,” the ofCompany ~~the~~has ~~directors,~~never ~~each~~declared toor ~~consist~~paid ofcash ~~two~~dividends oron ~~more~~its ofcommon ~~the~~stock ~~directors. A~~and ~~committee~~does ~~may~~not ~~exercise~~anticipate ~~the~~paying ~~power~~any ofdividends ~~the~~on ~~whole~~its ~~board~~common stock in the ~~management~~foreseeable offuture. ~~the~~However, ~~business~~if of the ~~corporation~~Company ~~and~~does ~~may~~make ~~authorize~~distributions ~~the~~of ~~fixing~~cash ofor ~~the~~property ~~seal~~on ofits ~~the~~common ~~corporation~~stock, tothose ~~any~~payments will ~~document~~constitute ~~that~~dividends ~~requires~~for itU. ~~The~~S. ~~directors~~tax ~~may~~purposes ~~name~~to the ~~committee. The~~extent ~~members~~paid offrom the ~~committee~~Company’s ~~present~~current ator ~~any~~accumulated ~~meeting~~earnings and ~~not~~profits, as ~~disqualified~~determined ~~from~~under ~~voting~~U.S. ~~may,~~federal ~~whether~~income ortax ~~not~~principles. ~~they~~To ~~constitute~~the aextent ~~quorum,~~those ~~unanimously~~distributions ~~appoint~~exceed ~~another~~both ~~member~~the ofCompany’s ~~the~~current ~~board~~and its toaccumulated ~~act~~earnings atand ~~the~~profits, ~~meeting~~they inwill ~~the~~constitute ~~place~~a return of ~~any~~capital ~~absent~~and orwill ~~disqualified~~first ~~member. The~~reduce ~~consent~~your ofbasis ain ~~majority~~the ofCompany’s common ~~the~~stock, ~~members~~but ornot ~~alternate~~below ~~members~~zero, atand ~~any~~then ~~meeting~~will be treated as gain from the sale of astock ~~committee~~as ~~that~~described ~~has~~below aunder ~~quorum~~“—Gain on isthe ~~required~~Sale toor ~~approve~~Other ~~any~~Taxable ~~act~~Disposition of ~~the~~Common ~~committee~~Stock.”

~~Section~~Subject to 2the discussion below on effectively connected income, backup withholding and foreign accounts, any dividend paid to you generally will be subject to U. ~~The~~S. ~~committee~~withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, you must ~~keep~~timely ~~regular~~provide ~~minutes~~us or the applicable withholding agent with a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate version of ~~their~~IRS ~~proceedings~~Form ~~and~~W-8 ~~report~~or ~~them~~applicable certifying qualification for the reduced rate. A non-U.S. holder of shares of the Company’s common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the ~~whole~~IRS. ~~board~~If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to the Company or its paying agent, either directly or through other intermediaries.

~~Section~~Dividends received ~~3. Any~~by ~~action~~you that ~~must~~are oreffectively ~~may~~connected bewith ~~taken~~your atconduct ~~meetings~~ of ~~the~~a ~~directors~~U.S. trade or ~~any~~business ~~committee~~(and, ofif ~~them~~required ~~may~~by bean ~~taken~~applicable ~~without~~income tax treaty, attributable to a ~~meeting~~permanent ifestablishment maintained by you in the ~~directors~~United onStates) are generally exempt from the ~~board~~withholding tax ordescribed ~~committee~~above. ~~consent~~In ~~unanimously~~order into ~~writing~~obtain ~~and~~this ~~the~~exemption, ~~written~~you ~~consent~~must isprovide ~~filed~~us or the applicable withholding agent with a valid IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to U.S. federal income withholding tax, are taxed for U.S. federal income tax purposes at the ~~minutes~~same graduated rates applicable to U.S. persons, net of ~~the~~certain ~~proceedings~~deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of ~~the~~a ~~board~~U.S. trade or ~~committee~~business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. You should consult your tax advisor regarding any applicable tax treaties that may provide for different rules.

~~ARTICLE 6~~55

~~Compensation~~Gain on the Sale or other Taxable Disposition of ~~Directors~~Common Stock

~~Section~~Subject to ~~1. The~~the ~~directors~~discussion ~~may~~below beregarding ~~paid~~information ~~their~~reporting, ~~expenses~~backup ~~for~~withholding ~~attending~~and ~~each~~foreign ~~meeting~~accounts, ofyou ~~the~~generally ~~directors~~will ~~and~~not ~~may~~ be ~~paid~~required to apay ~~fixed~~U.S. ~~sum~~federal ~~for~~income ~~attendance~~tax aton ~~each meeting of the directors or a stated salary as director. No payment precludes~~ any ~~director~~gain ~~from~~realized ~~serving~~upon the ~~corporation~~sale inor ~~any~~ other ~~capacity~~taxable ~~and~~disposition ~~being~~of ~~compensated for~~ the ~~service. Members~~Company’s ofcommon ~~special~~stock ~~or standing committees may be allowed like reimbursement and compensation for attending committee meetings.~~unless:

~~ARTICLE~~● the 7gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment maintained by you in the United States);

~~Notices~~● you are a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days or more during the taxable year in which the sale or disposition occurs and certain other conditions are met; or

~~Section~~● the ~~1. Notices~~Company’s tocommon ~~directors~~stock ~~and~~constitutes ~~stockholders~~a ~~must~~United beStates ~~written~~real ~~and~~property ~~delivered~~interest, ~~personally~~ or ~~mailed~~USRPI, toby ~~the~~reason ~~directors~~of orits ~~stockholders~~status atas ~~their~~a “United ~~addresses~~States asreal ~~they~~property ~~appear~~holding oncorporation,” ~~the~~or ~~books~~USRPHC, offor ~~the corporation~~U. ~~Notices~~S. tofederal ~~directors~~income ~~may~~tax ~~also~~purposes beat ~~given~~any bytime ~~fax~~within the ~~and~~shorter byof ~~telegram. Notice~~(i) bythe ~~mail,~~five-year ~~fax~~period orpreceding ~~telegram~~your issale ~~deemed~~or toother betaxable ~~given~~disposition ~~when~~of the ~~notice~~Company’s iscommon ~~mailed~~stock, ~~faxed~~ or (ii) ~~telegraphed~~your holding period for its common stock.

~~Section~~The Company ~~2. Whenever~~believes ~~all~~that ~~parties~~it ~~entitled~~is tonot ~~vote~~currently atand ~~any~~will ~~meeting,~~not ~~whether~~become ofa ~~directors~~USRPHC orfor ~~stockholders,~~U.S. ~~consent,~~federal ~~either~~income bytax ~~writing~~purposes, onand the ~~records~~remainder of ~~the~~this discussion ~~meeting~~so orassumes. ~~filed~~However, ~~with~~because the ~~secretary,~~determination orwhether ~~by their presence at~~ the ~~meeting~~Company oris ~~oral~~a ~~consent~~USRPHC ~~entered~~depends on the ~~minutes,~~fair ormarket byvalue ~~taking~~of ~~part~~its inUSRPIs relative ~~the~~to ~~deliberations at~~ the ~~meeting~~fair ~~without~~market ~~objection,~~value ~~the doings~~ of ~~the~~its ~~meeting~~other ~~are~~business ~~as valid as if they were done at a meeting regularly called and noticed~~assets, ~~and~~there atcan ~~the meeting any business may~~ be ~~transacted~~no assurance that ~~is not excepted from~~ the ~~written~~Company ~~consent~~will ifnot nobecome ~~objection~~a ~~for~~USRPHC ~~want of notice is made at~~ in the ~~time~~future. ~~and,~~Even if ~~any~~the ~~meeting~~Company isbecomes ~~irregular~~a ~~for~~USRPHC, ~~want~~however, ofas ~~notice~~long oras ~~consent~~its ~~and~~common astock ~~quorum~~is ~~was~~regularly ~~present~~traded aton ~~the~~an ~~meeting~~established securities market, the ~~proceedings~~common ofstock ~~the~~you ~~meeting~~own ~~may~~will be ~~ratified~~treated ~~and~~as ~~approved~~a ~~and~~USRPI ~~rendered~~only ~~valid~~if ~~and~~you ~~the~~actually ~~irregularity~~ or ~~defect~~constructively ishold ~~waived~~more ifthan ~~all~~five ~~parties~~percent ~~having~~of the Company’s ~~right~~outstanding tocommon ~~vote~~stock at ~~the~~any ~~meeting~~time ~~consent~~during inthe ~~writing. The~~shorter ~~consent or approval~~ of ~~stockholders~~(i) ~~may~~the befive-year byperiod ~~proxy~~preceding oryour ~~attorney,~~disposition ~~but~~of ~~all~~ the Company’s ~~proxies~~common ~~and~~stock, ~~powers~~or of(ii) ~~attorney~~your ~~must~~holding beperiod infor ~~writing~~the stock.

~~Page~~If you are a non-U.S. 57holder described in the first bullet above, you will generally be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be subject to the branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale or other taxable disposition, which gain may be offset by U.S. source capital losses for the year (provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult any applicable income tax or other treaties that may provide for different rules.

~~Section~~Backup Withholding ~~3. Whenever~~and ~~any~~Information ~~notice~~Reporting is required to be given under the provisions of the statute, the articles of incorporation or these bylaws, a written waiver signed by the persons entitled to the notice, whether before or after the time stated, is deemed to be equivalent.

~~ARTICLE~~Generally, the 8Company or an applicable withholding agent must report annually to the IRS, regardless of whether any tax was withheld, the amount of dividends paid to you, your name and address and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

~~Officers~~Payments of dividends or of proceeds on the sale or disposition of stock made to you may be subject to information reporting and backup withholding at a current rate of 24% unless you establish an exemption, for example, by properly certifying your non-U.S. status on a timely provided and valid IRS Form W-8BEN, IRS Form W-8BEN-E, or another appropriate version of IRS Form W-8 or applicable documentation. Proceeds of a sale or other disposition of the Company’s common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

~~Section~~Backup withholding 1is not an additional tax; rather, the U. ~~The~~S. ~~directors~~federal income tax liability of persons subject to backup withholding will ~~choose~~be reduced by the ~~officers~~amount of ~~the~~tax ~~corporation~~withheld. ~~The~~ ~~offices~~If towithholding beresults ~~filled~~in ~~are~~an ~~president~~overpayment of taxes, ~~secretary~~a ~~and~~refund ~~treasurer. A~~or ~~person~~credit may ~~hold~~generally ~~two~~be orobtained from ~~more~~the ~~offices~~IRS, provided that the required information is furnished to the IRS in a timely manner.

~~Section~~Foreign Account ~~2. The~~Tax ~~directors~~Compliance at their first meeting after each annual meeting of stockholders will choose a chairman of the board of directors from among themselves, and will choose a president, a secretary and a treasurer, none of whom must be directors.

~~Section~~Sections 1471 ~~3. The~~through ~~directors~~1474 ~~may~~of ~~appoint~~the Internal Revenue Code, known as the Foreign Account Tax Compliance Act, or FATCA, impose withholding tax at a ~~vice-chairman~~rate of ~~the~~30% ~~board~~on, ~~vice-presidents~~dividends on and ~~one~~(subject to the proposed Treasury regulations discussed below) gross proceeds from the sale or ~~more~~other disposition ~~assistant~~of, ~~secretaries~~the Company’s common stock paid to a “foreign financial institution” (as specially defined under these rules), unless such institution enters into an agreement with the U.S. government to withhold on certain payments and ~~assistant~~to ~~treasurers~~collect and provide ~~other~~to ~~officers~~the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain equity and ~~agents~~debt holders of such institution, as itwell ~~deems~~as ~~necessary~~certain account holders that are foreign entities with U.S. owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and gross proceeds from the sale or other disposition of the Company’s common stock paid to ~~hold~~a ~~their~~“non-financial ~~offices~~foreign entity” (as specially defined for purposes of these rules) unless such entity (i) provides the ~~terms~~withholding agent with a certification identifying certain substantial direct and ~~exercise~~indirect U.S. owners of the ~~powers~~entity, (ii) certifies that there is none or (iii) otherwise establishes an exemption. The withholding provisions under FATCA generally apply to dividends on our common stock. Although potential withholding under FATCA would also have applied also to of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, recently proposed Treasury regulations eliminate FATCA withholding on payments of gross proceeds entirely. Withholding agents may rely on these proposed Treasury regulations until final Treasury regulations are issued. An intergovernmental agreement between the United States and ~~perform~~an applicable foreign country may modify the ~~duties~~requirements ~~determined~~described byin this paragraph. Non-U.S. holders should consult their own tax advisors regarding the ~~directors~~possible implications of this legislation on their investment in the Company’s common stock.

~~Section 4. The directors will fix the salaries and compensation of all officers of the corporation.~~56

Section 5. The officers of the corporation hold their offices at the pleasure of the directors. Any officer elected or appointed by the directors may be removed any time by the directors. The directors will fill any vacancy occurring in any office of the corporation by the death, resignation, removal or otherwise.UNDERWRITING

~~Section~~We have 6entered into an underwriting agreement with the several underwriters listed in the table below. ~~The~~ ~~chairman~~is the representative of the ~~board~~underwriters. We ~~will~~refer ~~preside~~to atthe ~~meetings~~several ofunderwriters listed in the ~~stockholders~~table below as the “underwriters.” Subject to the terms and conditions of the ~~directors~~underwriting ~~and~~agreement, ~~will~~we ~~see~~have ~~that~~agreed to sell to the ~~orders~~underwriters, and ~~resolutions~~the ofunderwriters ~~the~~have ~~directors~~agreed ~~are~~to ~~carried~~purchase from ~~into~~us, ~~effect~~the Shares.

~~Section~~Pursuant ~~7. The~~to ~~vice-chairman~~the ~~will,~~terms ifand subject to the ~~chairman~~conditions iscontained ~~absent~~in orthe ~~disabled~~underwriting agreement, ~~perform~~we have agreed to sell to the ~~duties~~underwriters named below, and ~~exercise~~each ~~the~~underwriter severally ~~powers~~has ofagreed ~~the~~to ~~chairman~~purchase offrom us, the ~~board~~respective ~~and~~number ~~will~~of ~~perform~~Shares ~~other duties~~set asforth ~~the~~opposite ~~directors~~its ~~may~~name ~~prescribe.~~below:

~~Section~~Underwriter ~~8. The~~Number ~~president is the chief executive officer~~ of ~~the~~Shares corporation and will manage the business of the corporation. He will execute on behalf of the corporation all instruments requiring execution unless the signing and execution of them is expressly designated by directors to some other officer or agent of the corporation.Total

~~Section 9.~~ The ~~vice-presidents~~underwriting ~~will~~agreement provides ~~act~~that ~~under~~ the ~~direction~~obligation of the ~~president~~underwriters ~~and,~~to ifpurchase the ~~president~~Shares isoffered ~~absent~~by orthis ~~disabled,~~prospectus ~~will~~is ~~perform~~subject ~~the~~to ~~duties~~certain ~~and exercise the powers of the president~~conditions. ~~They will perform the other duties and have the other powers prescribed by the president or directors.~~ The ~~directors~~underwriters ~~may~~are ~~designate~~obligated ~~one~~to orpurchase ~~more~~all ~~executive vice-presidents and may specify the order~~ of ~~seniority of~~ the ~~vice-presidents. The~~Shares ~~duties~~offered ~~and~~hereby ~~powers~~if any of the ~~president~~Shares ~~descend~~are ~~to the vice-presidents in the specified order of seniority~~purchased.

~~Section~~We ~~10. The~~have ~~secretary~~granted ~~will act under~~ the ~~direction~~underwriters an ofoption ~~the~~to ~~president;~~purchase ~~will~~up ~~attend~~to ~~and~~an ~~record~~additional Shares ~~the~~from us ~~proceedings~~ at ~~all meetings of~~ the ~~directors~~public ~~and~~offering ~~the~~price, ~~stockholders~~less ~~and at~~ the ~~standing~~underwriting ~~committees~~discount, ~~when~~to ~~required;~~cover ~~will~~over-allotments, ~~give~~if orany. ~~cause~~The tounderwriters may beexercise ~~given~~this ~~notice~~option ofat ~~all~~any ~~meetings~~time, ofin ~~the~~whole ~~stockholders~~or ~~and~~in ~~special~~part, ~~meetings~~during of the ~~directors;~~30-day ~~and~~period ~~will~~after ~~perform~~the ~~other~~date ~~duties~~of ~~that~~this ~~are~~prospectus; ~~prescribed~~however, by the underwriters ~~president~~may oronly exercise the ~~directors~~option once.

~~Section~~Discounts ~~11. The assistant secretaries will act under the direction of the president in the order of their seniority unless the president or the directors decide otherwise,~~ and ~~they~~Expenses will perform the duties and exercise the powers of the secretary if the secretary is absent or disabled. They will perform other duties and have the other powers that are prescribed by the president and the directors.

~~Page~~The -underwriters 58propose to offer the Shares purchased pursuant to the underwriting agreement to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per Share. After this Offering, the public offering price and concession may be changed by the underwriters. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

~~Section~~In ~~12. The~~connection ~~treasurer will (I) act under the direction of the president~~ with ~~custody of~~ the ~~corporate funds and securities; (ii) keep full and accurate accounts~~ sale of ~~receipts and disbursements in books belonging to~~ the ~~corporation;~~Shares ~~(iii) deposit all money and other valuable effects in the name and~~ to ~~the~~be ~~credit~~purchased ofby the ~~corporation~~underwriters, in the ~~depositories~~underwriters ~~that~~will ~~are~~be ~~designated~~deemed byto ~~the~~have ~~directors;~~received ~~(iv)~~compensation ~~disburse~~in the ~~funds~~form of the ~~corporation~~underwriting discount. asThe ~~ordered~~underwriters’ bydiscount ~~the~~will ~~president~~be or% ~~the~~of ~~directors, taking proper vouchers for~~ the ~~disbursements;~~gross ~~and~~proceeds ~~(v)~~of ~~render~~this ~~to the president and the directors~~Offering, ~~at their regular meetings~~ or ~~when the directors require~~$ per Share, anbased ~~account~~on ~~of all~~ the ~~transactions~~public ~~undertaken~~offering byprice ~~the~~per ~~treasurer~~share ~~and~~set offorth on the ~~financial~~cover ~~condition~~page of ~~the~~this ~~corporation~~prospectus.

IfWe ~~the~~have ~~directors~~also ~~require,~~agreed to reimburse the ~~treasurer~~underwriters ~~will~~at ~~give~~closing ~~the~~for ~~corporation~~legal aexpenses ~~bond~~incurred inby ~~the~~it ~~sum~~in ~~and~~connection with the ~~surety~~Offering ~~that~~up ~~is satisfactory~~ to ~~the~~a ~~directors~~maximum ~~for the faithful performance~~ of the duties of his office and for the restoration to the corporation, if he dies, resigns, retires or is removed from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation$ .

~~Section 13.~~ The ~~assistant~~following ~~treasurers~~table inshows ~~order~~the underwriting ofdiscount ~~their~~payable ~~seniority,~~to orthe asunderwriters ~~determined~~ by ~~the~~us ~~president~~in orconnection ~~the~~with ~~directors,~~this ~~will~~Offering ~~perform~~(assuming both the ~~duties~~exercise and non-exercise ~~the powers~~ of the ~~treasurer~~option ifto ~~the~~purchase ~~treasurer~~additional isShares ~~absent~~we ~~or disabled. They will perform the other duties and~~ have ~~the~~granted ~~other~~to ~~powers that are prescribed by~~ the ~~president or the directors.~~underwriters):

~~ARTICLE~~Per 9Share Total Without Over- allotment With Over- allotment Without Over- allotment With Over- allotment Public offering price $ $ Underwriting discount paid by us $ $

Certificates of Stock

Section 1. Every stockholder is entitled to have a certificate signed by the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, that certifies the number of shares owned by him in the corporation. If the corporation is authorized to issue more than one class of stock or more that one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series and the qualifications, limitation or restrictions of the rights, must be described in full or summarized on the face or back of the certificate that the corporation issues to represent the stock.

Section 2. If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. If any officer who has signed or whose facsimile signatures has been placed upon a certificate ceases to be the officer before the certificate is issued, the certificate may be issued with the same effect as though the person had not ceased to be the officer. The seal of the corporation or a facsimile of it may, but need not be, affixed to certificates of stock.

Section 3. The directors may direct that a new certificate be issued in place of any certificate issued by the corporation that is alleged to have been lost or destroyed if the person claiming the loss or destruction of the certificate makes an affidavit of that fact. When they authorize the issuance of a new certificate, the directors may, in their discretion and as a condition precedent to the issuance of the new certificate, require that the owner of the lost or destroyed certificate or his legal representative advertise the loss as it requires or give the corporation a bond in the sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. When a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, is surrendered to the corporation or the corporation’s transfer agent, the corporation must, if it is satisfied that it complies with the laws and regulations applicable to the corporation regarding the transfer and ownership of shares, issue a new certificate to the person entitled to it and will cancel the old certificate and record the transaction upon its books, subject to the provisions of the corporation’s Articles and these By-laws and to restrictions on transfer, if any, contained in these By-laws. If the corporation is not a reporting corporation with its shares listed for trading then no shares can be transferred without the consent of the directors expressed by a resolution of the board of directors. The board of directors will not be required to give any reason for refusing to consent to any such proposed transfer.

Page - 59

Section 5. The directors may fix in advance a date not more than 60 days and not less than 10 days before the date of any meeting of stockholders, or the date of the payment of any dividend, or the date of the allotment of rights, or the date when any change or conversion or exchange of capital stock is effective, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any meeting or adjournment, or entitled to be paid any dividend, or to consent to any matter for which stockholders’ consent is required, and, in any case, only the stockholders who are stockholders of record on the date so fixed are entitled to notice of and to vote as the meeting or any adjournment, or to be paid a dividend, or to be allotted rights, or to exercise the rights, or to consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after the record date is fixed.

Section 6. The corporation is entitled to recognize the person registered on its books as the owner of the share as the exclusive owner for all purposes including voting and dividends, and the corporation is not bound to recognize any other person’s equitable or other claims to or interest in the shares, whether it has express or other notice of a claim, except as otherwise provided by the laws of Nevada.

ARTICLE 10

General Provisions

Section 1. The directors may declare dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the articles of incorporation.

Section 2. Before it pays any dividend, the corporation may set aside out of any funds of the corporation available for dividends the sum that the directors, in their absolute discretion, think proper as a reserve to meet contingencies, or for equalizing dividends, or for repairing and maintaining any property of the corporation, or for the another purpose that the directors determine are in the interests of the corporation, and the directors may modify or abolish any the reserve in the manner that it was created.

Section 3. All checks or demands for money and notes of the corporation must be signed by the officers or other persons that are designated by the directors.

Section 4. The directors will fix the fiscal year of the corporation.

Section 5. The directors may resolve to adopt a corporate seal for the corporation. The name of the corporation must be inscribed on the seal with the words “Corporate Seal” and “Nevada”. The seal may be used by causing it or a facsimile of it to be impressed or affixed or in any manner reproduced.

ARTICLE 11

Acquisition of Controlling Interested

Section 1. The provisions of NRS 76.378 to 78.3793 and any amendments to the Private Corporations Act (Nevada) that pertain to the acquisition of a controlling interest do not apply to the corporation.

ARTICLE 12

Indemnification

~~Section~~Pursuant ~~1. Every person who was or is a party or is a threatened~~ to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or a person whom he legally represents is or was a director or officer of the ~~corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation~~underwriting agreement, orwe ashave ~~its~~agreed ~~representative in a partnership, joint venture, trust or other enterprise, is indemnified and held harmless~~ to ~~the~~indemnify ~~fullest legally permissible under~~ the ~~General~~underwriters ~~Corporation Law of the State of Nevada from time to time~~ against ~~all~~certain ~~expenses~~liabilities, ~~liability and loss (~~including ~~attorney’s~~liabilities ~~fees,~~under judgments, fines and amounts paid or to be paid in settlements) reasonably incurred or suffered by him in connection with his acting. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the ~~corporation~~Securities ~~as they are incurred and in advance of the final disposition of the action~~Act, ~~suit~~ or ~~proceeding upon receipt of an undertaking by or on behalf of the director or officer~~ to ~~repay~~contribute ~~the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled~~ to bepayments ~~indemnified by the corporation. The right of indemnification is a contract right~~ that ~~may be enforced in any manner desired by~~ the ~~person. The~~underwriters ~~right~~or ofsuch ~~indemnification does not extinguish any~~ other ~~right~~indemnified ~~that~~parties ~~the directors, officers or representatives~~ may ~~have~~be orrequired ~~later acquire and, without limiting the generality of the statement, they are entitled~~ to ~~their~~make ~~respective~~in ~~rights~~respect of ~~indemnification~~those ~~under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this article~~liabilities.

~~Page - 60~~57

Section 2. The directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred in any capacity or arising out of the status, whether or not the corporation would have the power to indemnify the person.Lock-Up Agreements

~~Section~~We have ~~3. The~~agreed ~~directors~~not ~~may~~to ~~adopt~~(i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; (ii) enter into any swap or other ~~bylaws~~arrangement ~~regarding~~that ~~indemnification~~transfers, ~~and~~in ~~may~~whole ~~amend~~or in part, any of the ~~bylaws~~economic consequences of ownership of shares of common stock; or (iii) file any registration statement with the SEC relating to ~~provide~~the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of for a period of days following the date of this prospectus (the “Lock-up Period”). This consent may be given at ~~all~~any ~~times~~time without public notice. These restrictions on future issuances are subject to exceptions for (i) the ~~fullest~~issuance ~~indemnification~~of ~~permitted~~shares byof our common stock sold in this offering, (ii) the ~~General~~issuance ~~Corporation~~of ~~Law~~shares of our common stock upon the ~~State~~exercise of ~~Nevada~~outstanding options or warrants and the vesting of restricted stock awards or units, and (iii) the issuance of employee stock options not exercisable during the Lock-up Period and the grant, redemption or forfeiture of restricted stock awards or restricted stock units pursuant to our equity incentive plans or as new employee inducement grants.

~~ARTICLE~~In 13addition, each of our directors and executive officers has entered into a lock-up agreement with the underwriters. Under the lock-up agreements, the directors and executive officers may not, directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly announce any intention to do any of the foregoing, without the prior written consent of , for a period of days from the closing date of this offering. This consent may be given at any time without public notice. These restrictions on future dispositions by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions and (ii) transfers of securities to one or more trusts for bona fide estate planning purposes. Each officer and director shall be immediately and automatically released from all restrictions and obligations under the lock-up agreement in the event that he or she ceases to be a director or officer of our Company and has no further reporting obligations under Section 16 of the Exchange Act.

~~Amendments~~Electronic Distribution

~~Section~~This ~~1. The~~prospectus ~~bylaws~~ may be ~~amended~~made available in electronic format on websites or through other online services maintained by the ~~majority~~underwriters ~~vote~~or ofby ~~all~~their ~~the~~affiliates. ~~record~~In those ~~holders~~cases, ofprospective ~~stock~~investors ~~issued~~may ~~and~~view ~~outstanding~~offering terms online and ~~entitled~~prospective investors may be allowed to ~~vote~~place atorders ~~any~~online. ~~annual~~Other than orthis ~~special~~prospectus ~~meeting~~in ofelectronic format, the ~~stockholders,~~information ifon the ~~notice~~underwriters’ websites or our website and any information contained in any other websites maintained by the underwriters or by us is not part of this prospectus or the ~~meeting~~registration ~~contains~~statement of which this prospectus forms a ~~notice~~part, ofhas not been approved and/or endorsed by us or the ~~intention~~underwriters toin ~~amend~~their capacities as underwriters, and should not be relied upon by investors.

~~Section 2. The directors by a majority vote of the whole board of directors at any meeting may amend these bylaws~~Price Stabilization, ~~including~~Short ~~bylaws~~Positions ~~adopted~~and byPenalty ~~the stockholders, but the stockholders may specify particulars of the bylaws that cannot be amended by the board of directors.~~Bids

~~Approved~~In connection ~~and~~with ~~adopted~~the onOffering, ~~September~~the 4underwriters may engage in stabilizing transactions, ~~2009~~over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

~~CERTIFICATE~~● OFStabilizing ~~THE~~transactions ~~SECRETARY~~permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. ● Over-allotment involves sales by the underwriters of shares in excess of the number of Shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of Shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of Shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

I, Law Yau Yau, certify that I am the corporate secretary of Blue Spa Incorporated and that the foregoing bylaws consisting of 8 pages constitute the code of bylaws of this corporation as duly adopted at a regular meeting of the directors of the corporation held on September 4, 2009.58

~~September~~● 4Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, ~~2009~~the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase Shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the Offering. ● Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

~~/s/~~These stabilizing ~~Law~~transactions, ~~Yau~~syndicate ~~Yau~~covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

~~Law~~Neither we ~~Yau~~nor ~~Yau~~the -underwriters ~~Corporate~~make ~~Secretary~~any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

~~Page~~Offer restrictions -outside 61the United States

~~Exhibit~~Other than 3in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required.3 The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

~~Page - 62~~Australia

~~Page~~This prospectus -is 63not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

~~Exhibit 5.1~~59

~~Page - 64~~Canada

~~FOX~~The securities ~~LAW~~may ~~OFFICES~~be sold in Canada only to purchasers purchasing, Por deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.A3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in connection with this Offering.

c/o 131 COURT STREET, #11

EXETER, NEW HAMPSHIRE, 03833

Telephone: (603) 778-9910

Facsimile: (603) 778-9911

*Admitted only in

Pennsylvania and Florida

August 23, 2010

Blue Spa Incorporated

26/F Building A, Times Plaza

2 Zongfu Road

Chengdu 610016

China

~~Re: Blue~~The information ~~Spa~~in ~~Incorporated~~this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (the “PRC”) (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

~~Status~~European Economic ofArea — Belgium, ~~Shares~~Germany,

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