Nevada
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2844
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00-0000000
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||
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification Number)
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||
Agent for Service:
Law Yau Yau
Blue Spa Incorporated
26/F Building A, Times Plaza
2 Zongfu Road
Chengdu 610016
China
Telephone: 011-86-28-668-47826
Facsimile: 011-86 28 660-67199
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
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[X]
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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.
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[ ]
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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.
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[ ]
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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.
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[ ]
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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.
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Larger accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Title of Each Class of
Securities To Be Registered
|
Amount to be
registered
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Proposed Maximum
Offering Price
per share
[1]
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Proposed Maximum
Aggregate Offering
Price
[1]
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Amount of
Registration
Fee
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Shares of common stock ($0.0001 par value),
to be registered by selling shareholders
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3,000,000 shares
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$0.10
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$300,000
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$21.39
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Total
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-
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-
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$300,000
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$21.39
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[1]
Estimated in 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.
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Page | |
Prospectus Summary | 5 |
Risk Factors | 7 |
Use of Proceeds | 11 |
Determination of Offering Price | 11 |
Dilution | 11 |
Selling Security Holders | 11 |
Plan of Distribution | 13 |
Description of Securities to be Registered | 14 |
Interests of Named Experts and Counsel | 15 |
Description of Business | 16 |
Description of Property | 24 |
Legal Proceedings | 24 |
SEC Filings | 24 |
Market for Common Equity and Related Stock Matters | 24 |
Financial Statements | 26 |
May 31, 2010 audited financial statements | 27 |
August 31, 2010 unaudited financial statements | 39 |
Management Discussion and Analysis of Financial Condition | 51 |
Changes in Disagreements With Accountants on Accounting and Financial Disclosure | 54 |
Directors, Officers, Promoters, and Control Persons | 54 |
Executive Compensation | 55 |
Security Ownership of Certain Beneficial Owners and Management | 56 |
Transactions with Related Persons, Promoters, and Certain Control Persons | 57 |
Disclosure of Commission Position of Indemnification for Securities Act Liabilities | 57 |
Closing Date of Offering
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Price Per Share Paid
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Number of Shares Sold
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Amount Raised
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September 14, 2009
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$0.0005
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4,000,000
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$2,000
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January 29, 2010
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$0.005
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3,000,000
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$15,000
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Securities being offered by selling shareholders:
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3,000,000 shares of common stock
(These shares are being registered by Blue Spa for resale
on behalf of existing shareholders.)
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Offering price:
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$0.10
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Offering period:
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The shares are being offered for a period not to exceed 180 days following the effective date of this registration statement.
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Net proceeds to Blue Spa:
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Nil, as Blue Spa will not be receiving any proceeds
from the sale of shares by the selling shareholders.
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Use of proceeds:
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Not applicable.
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Number of shares outstanding before the offering:
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7,000,000
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Number of shares outstanding after the offering:
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7,000,000
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Financial Summary
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May 31, 2010
$
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Cash
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12,560
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Total Assets
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12,560
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Total Liabilities
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13,466
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Total Stockholder’s Deficit
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(906)
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Statement of Operations
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Accumulated From
September 4, 2009
(Date of Inception)
to May 31, 2010
$
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For the
Year Ended
May 31, 2010
$
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Revenue
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−
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−
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Net Loss For the Period
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17,906
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17,906
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Net Loss per Share
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0.005
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0.005
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1. Because Blue Spa has only recently commenced business operations, Blue Spa faces a high risk of business failure and this could result in a total loss of your investment.
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2. Because Blue Spa has only recently commenced business operations, Blue Spa expects to incur operating losses for the foreseeable future.
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3. Blue Spa does not have sufficient funds to complete each phase of its proposed plan of operation and as a result may have to suspend operations.
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5. Because Blue Spa holds a significant portion of its cash reserves in United States dollars, Blue Spa may experience weakened purchasing power in Chinese yen terms.
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6.
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As Blue Spa will outsource the manufacturing of its products, and Blue Spa will be dependent upon those manufacturers to manufacture Blue Spa’s products in a timely and cost-efficient manner while maintaining a minimum level of quality.
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7.
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Third party distributors will deliver Blue Spa’s products, and the loss of these distributors or a disruption or interruption in the distribution system may adversely affect Blue Spa’s business.
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8.
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Blue Spa’s success will depend, in part, on the quality and safety of the products it develops, sells and delivers to its customers.
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9.
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Blue Spa will rely on third-party suppliers to provide raw material for Blue Spa’s products, and Blue Spa will have limited control over the suppliers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
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10.
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Any new laws or regulations relating to Blue Spa’s business or any new interpretations of existing laws could have a negative impact on Blue Spa’s business operations.
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11.
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Failure to successfully compete in the skin care product or fitness apparel industry with established companies may result in Blue Spa’s inability to continue with its business operations.
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12.
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Blue Spa may be subject to legal proceedings involving its intellectual property that could result in substantial costs and which could materially harm Blue Spa’s business operations.
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13.
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Blue Spa’s sole officer and director resides outside of the United States, and as a result it may be difficult for a shareholder to enforce their rights against him or enforce United States court judgments against him in China.
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14.
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Blue Spa’s management lacks any formal training or experience in operating a wholesale or retail business, and as a result management may make mistakes, which could have a negative impact on Blue Spa’s business operations.
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15.
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If Blue Spa is unable to attract or retain key personnel necessary for the implementation of its business operations, Blue Spa’s plan of operation may be negatively impacted.
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16.
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If Blue Spa’s management is not able to commit sufficient time to the growth and development of Blue Spa and its operations, Blue Spa’s business operation may fail.
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17.
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Blue Spa’s principal shareholder owns a significant percentage of Blue Spa’s shares of common stock and will be able to exercise significant influence over Blue Spa’s affairs.
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18.
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Blue Spa does not expect to pay dividends in the foreseeable future.
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19. |
There is no liquidity and no established public market for Blue Spa’s common stock and it may prove impossible to sell your shares.
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20. |
If the selling shareholders sell a large number of shares all at once or in blocks, the value of Blue Spa’s shares would most likely decline.
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21. |
Blue Spa’s common stock is subject to the “penny stock” rules of the SEC and the trading market in Blue Spa’s securities is limited, which makes transactions in Blue Spa’s stock cumbersome and may reduce the value of an investment in Blue Spa’s stock.
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·
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that a broker or dealer approve a person’s account for transactions in penny stocks; and
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·
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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.
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·
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obtain financial information and investment experience objectives of the person; and
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·
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make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
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·
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sets forth the basis on which the broker or dealer made the suitability determination; and
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·
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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1.
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3,000,000 shares of Blue Spa common stock that the selling shareholders acquired from Blue Spa in a minimum-maximum offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on January 29, 2010.
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1.
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the number of shares owned by each before the offering;
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2.
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the total number of shares that are to be offered for each;
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3.
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the total number of shares that will be owned by each upon completion of the offering; and
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4.
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the percentage owned by each upon completion of the offering.
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Name of Selling Shareholder
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Shares Owned Before the Offering
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Total Number of Shares to be Offered for the Security Holder’s Account
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Total Shares Owned After the Offering is Complete
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Percentage of Shares Owned After the Offering is Complete
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Peng Zong Chou
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100,000
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100,000
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Nil
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Nil
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Tang Hua Lin
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100,000
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100,000
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Nil
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Nil
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Nong Hai Mei
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100,000
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100,000
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Nil
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Nil
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Zhong Wei Wei
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100,000
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100,000
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Nil
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Nil
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Yan Zhao Zhi
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100,000
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100,000
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Nil
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Nil
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Shi Zhan Fu
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100,000
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100,000
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Nil
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Nil
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Ma Qiang Bin
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100,000
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100,000
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Nil
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Nil
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Yu Meng Ting
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100,000
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100,000
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Nil
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Nil
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Luo Shuang Xi
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100,000
|
100,000
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Nil
|
Nil
|
Liang Guo Qiang
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100,000
|
100,000
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Nil
|
Nil
|
Liang Fu Cheng
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100,000
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100,000
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Nil
|
Nil
|
Chen Yu Jin
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100,000
|
100,000
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Nil
|
Nil
|
Peng Shi Cai
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100,000
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100,000
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Nil
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Nil
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Su Mei Xian
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100,000
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100,000
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Nil
|
Nil
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Zhong Jiao
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100,000
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100,000
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Nil
|
Nil
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Liu Cai Xia
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100,000
|
100,000
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Nil
|
Nil
|
Liu Kai
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100,000
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100,000
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Nil
|
Nil
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Li Shuang
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100,000
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100,000
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Nil
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Nil
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Liao Xiao Yan
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100,000
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100,000
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Nil
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Nil
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Yuan Wu Qua
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100,000
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100,000
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Nil
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Nil
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Liu Ding Wu
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100,000
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100,000
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Nil
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Nil
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Liu Jain Duo
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100,000
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100,000
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Nil
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Nil
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Dai Tao
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100,000
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100,000
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Nil
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Nil
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Wei Jin Ling
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100,000
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100,000
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Nil
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Nil
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Li Liang Bing
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100,000
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100,000
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Nil
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Nil
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Wei Hong Hua
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100,000
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100,000
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Nil
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Nil
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Pan Zhao Xing
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100,000
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100,000
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Nil
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Nil
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Nong Jun Hua
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100,000
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100,000
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Nil
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Nil
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Yang Chang Zhong
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100,000
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100,000
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Nil
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Nil
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Pan Jin Hang
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100,000
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100,000
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Nil
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Nil
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Total
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3,000,000
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3,000,000
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0
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0%
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1.
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Non-affiliate shares owned by selling shareholders.
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'
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Not engage in any stabilization activities in connection with Blue Spa’s common stock;
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'
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Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
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'
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Not bid for or purchase any of Blue Spa’s securities or attempt to induce any person to purchase any of Blue Spa’s securities other than as permitted under the Securities Exchange Act.
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'
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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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'
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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;
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'
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contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
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'
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contains a toll-free telephone number for inquiries on disciplinary actions;
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'
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defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
'
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contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;
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1.
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with bid and offer quotations for the penny stock;
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2.
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details of the compensation of the broker-dealer and its salesperson in the transaction;
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3.
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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4.
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monthly account statements showing the market value of each penny stock held in the customer’s account.
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1.
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develop and populate its website;
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2.
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identify, develop, and purchase products and inventory;
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3.
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develop and launch Blue Spa’s wholesale distribution network;
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4.
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develop and market the Blue Spa brand; and
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5.
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develop and launch Blue Spa’s brick and mortar retail presence.
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1. The benefits of Thalasso therapy treatment
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2. Blue Spa’s name and logo will make coincide with the launch of these natural products made from raw materials from the sea.
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Purpose: to finish cleansing and leave the skin clean; to relieve, sooth and soften the skin; to reactivate the physiologic epidermis’ functions; to prepare the skin for make up; and to hydrate the entire upper layer of epidermis.
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Key ingredients: Corallina officinalis contains trace elements of marine minerals and in excess of 300 enzymes. They promote elasticity of the dermis’ structural fibers (keratogenesis). This ingredient prepares the skin for cosmetics. Critmum maritimum extract adds purifying and regenerating properties. Rose water contributes a relaxing effect.
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Skin type: All
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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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Key ingredients: Rhodophycea extract promotes remineralization and hydration of skin while fortifying eyelashes. Rose water to tone sensitive skin while soothing and relieving eye shadows.
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Purpose: to soothe skin during make up removal; to gently remove impurities from the skin without damaging the epidermis hydrolipidic film.
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Key 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.
|
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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.
|
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Key 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.
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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.
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Key ingredients: Spherical micro-marbles exfoliate without causing irritation. Crithmun maritimum extract purifies epidermis and boosts cell regeneration.
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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.
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Purpose: to soften skin; to provide equilibrium for cutaneous functions; to regenerate, while providing firmness; and to maintain hydration of the epidermis.
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Key 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.
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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.
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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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Key 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.
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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.
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Key ingredients: Diatomaceous micro algae, Corallina officinalis and Laminaria sp. combine to increase cell metabolism.
|
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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.
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Key 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.
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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.
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Key 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.
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Purpose: to firm and tone the skin, combined with a lipolytic action to support the acceleration of the elimination of fat cells.
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Key ingredients: Laminaria Digitata extract provides the lipolytic properties. Pelvetia Canaliculata improves blood circulation.
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Purpose: to smooth and tense the epidermis; to prevent dehydration of dry skin areas; to reinforce cutaneous elasticity; and to create a lifting effect.
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Key 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.
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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.
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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.
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Key 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.
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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.
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Key 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.
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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.
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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.
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Key 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.
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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.
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Key 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.
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1.
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long sleeve poly pique V-neck for medium to high activity workout;
|
2.
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long sleeve poly pique mock for medium to high activity workout;
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3.
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hip length lycra jacket for warm-up and cool down;
|
4.
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special loose fit designed lycra pant for yoga;
|
5.
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lycra tight for heavy aerobic activity;
|
6.
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lycra short for heavy aerobic exercise;
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7.
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lycra long sleeve crew top for warm up and cool down;
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8.
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rib-cotton crew shirt for warm-up and cool down.
|
·
|
3 million common shares of Blue Spa’s common stock owned by 30 non-affiliates since January 29, 2010.
|
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 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
|
|
To the Board of Directors and Stockholders of
|
|
BLUE SPA INCORPORATED
|
|
/s/ Dominin K.F. Chan & Co
|
|
Dominic K.F. Chan & Co
|
|
Certified Public Accountants
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
|
BALANCE SHEET
|
|
See accompanying notes to financial statements
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
STATEMENT OF OPERATIONS
|
|
See accompanying notes to financial statements
|
|
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
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
STATEMENT OF CASH FLOWS
|
|
See accompanying notes to financial statements
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
1.
|
Organization and nature of operations
|
|
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.
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
2.
|
Summary of principal accounting policies (Continued)
|
|
Income Taxes
|
|
Comprehensive income
|
|
Foreign currency translations
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
2.
|
Summary of principal accounting policies (Continued)
|
-
|
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.
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
2.
|
Summary of principal accounting policies (Continued)
|
|
Going Concern
|
|
Research and Development Costs
|
|
Research and development costs are expensed as incurred.
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
2
.
|
Summary of principal accounting policies
(continued)
|
|
Concentration of credit risk
|
|
Development Stage Company
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
2.
|
Summary of principal accounting policies
(continued)
|
3.
|
Accrued expenses
|
May 31, 2010
|
||||
Accrued audit fee
|
$ | 10,000 | ||
Accrued accounting fee
|
550 | |||
Accrued formation fee
|
2,916 | |||
Total
|
$ | 13,466 |
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
4.
|
Common stock
|
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.
|
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 | $ - |
May 31, 2010 | |
Tax loss carried forward | $ 17,906 |
Deferred tax assets | 5,221 |
Valuation allowance | (5,221) |
Deferred taxes recognized | $ - |
6.
|
Subsequent event
|
|
BLUE SPA INCORPORATED
|
|
INTERIM FINANCIAL STATEMENTS
|
|
FOR THE THREE MONTHS ENDED AUGUST 31 2010
|
|
(unaudited)
|
|
INDEX TO FINANCIAL STATEMENTS
|
Index
|
|
Balance Sheet
|
F2-1
|
Statement of Operations
|
F2-2
|
Statement of Stockholders’ Deficit and Comprehensive Income
|
F2-3
|
Statement of Cash Flows
|
F2-4
|
Notes to the Financial Statements
|
F2-5 to F2-11
|
|
BLUE SPA INCORPORATED
|
|
(A Development Stage Company)
|
|
BALANCE SHEETS
|
|
See accompanying notes to financial statements
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
STATEMENTS OF OPERATIONS
|
For the Three Months ended
|
For the period September 4, 2009 (inception) through
|
|||||||
August 31, 2010
|
August 31, 2010
|
|||||||
Administrative and other operating expenses
|
$ | 3,194 | $ | 18,184 | ||||
Formation cost
|
- | 2,916 | ||||||
Operating loss before income taxes
|
3,194 | 21,100 | ||||||
Income taxes
|
- | - | ||||||
Net loss and comprehensive loss
|
$ | 3,194 | $ | 21,100 | ||||
Loss per share of common stock
|
||||||||
- Basic and diluted
|
(0.000 | ) | (0.005 | ) | ||||
Weighted average shares of common stock
|
||||||||
- Basic and diluted
|
7,000,000 | 4,362,604 |
|
See accompanying notes to financial statements
|
|
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
(audited)
|
7,000,000 | $ | 700 | $ | 16,300 | $ | (17,906 | ) | $ | (906 | ) | |||||||||
Net loss
|
- | - | - | $ | (3,194 | ) | $ | (3,194 | ) | |||||||||||
Balance, August 31, 2010
(unaudited)
|
7,000,000 | $ | 700 | $ | 16,300 | $ | (21,100 | ) | $ | (4,100 | ) |
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
STATEMENT OF CASH FLOWS
|
For the three months ended
|
For the period September 4, 2009 (inception) through
|
|||||||
August 31, 2010
|
August 31,2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (3,194 | ) | $ | (21,100 | ) | ||
Changes in current assets and liabilities
|
||||||||
Accrued expenses
|
(8,571 | ) | 4,895 | |||||
Net cash generated from operating activities
|
$ | (11,765 | ) | $ | (16,205 | ) | ||
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
|
$ | (11,765 | ) | $ | 795 | |||
Cash and cash equivalents at beginning of the period
|
12,560 | - | ||||||
Cash and cash equivalents at end of the period
|
$ | 795 | $ | 795 | ||||
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
1.
|
Interim Reporting
|
2.
|
Nature and Continuance of Operations
|
|
The Company has chosen a fiscal year end May 31.
|
|
3.
|
Going Concern
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
1.
|
Summary of principal accounting policies
|
|
Basis of presentation
|
|
Use of estimates
|
|
Foreign currency translations
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
4.
|
Summary of principal accounting policies (Continued)
|
|
Income Taxes
|
|
Comprehensive income
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
4.
|
Summary of principal accounting policies (Continued)
|
|
Fair value of financial instruments
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
4.
|
Summary of principal accounting policies (Continued)
|
|
Fair value of financial instruments
|
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
4.
|
Summary of principal accounting policies (Continued)
|
|
Development Stage Company
|
|
Recently issued accounting pronouncements
|
|
In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 which is intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s financial statements.
|
5.
|
Accrued expenses
|
|
Accrued expenses as of August 31, 2010 are summarized as follows:
|
August 31, 2010
|
May 31, 2010
|
|||||||
(unaudited)
|
(audited)
|
|||||||
Accrued audit fee
|
$ | - | $ | 10,000 | ||||
Accrued accounting fee
|
550 | 550 | ||||||
Accrued formation fee
|
2,916 | 2,916 | ||||||
Accrued legal and professional fee
|
1,000 | - | ||||||
Accrued administrative expenses
|
429 | - | ||||||
Total
|
$ | 4,895 | $ | 13,466 |
|
BLUE SPA INCORPORATED
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
August 31, 2010 (unaudited)
|
6.
|
Common stock
|
7.
|
Income tax
|