SPGX / Sustainable Projects Group Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Sustainable Projects Group Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1500305
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sustainable Projects Group Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

January 7, 2025 EX-16.1

Securities and Exchange Commission

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Sustainable Projects Group Inc. (“the Company”), which we understand will be filed with the Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, as part of Form 8-k of the Company dated January 7, 2025. We agree with the statements concerning o

January 7, 2025 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Comm

December 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2024 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Co

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2024 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

November 12, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2024 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (C

October 31, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) Sustainable Projects Group Inc.

October 31, 2024 S-1

As filed with the Securities and Exchange Commission on October 31, 2024

As filed with the Securities and Exchange Commission on October 31, 2024 Registration No.

September 3, 2024 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement SUSTAINA

August 23, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement SUSTAINA

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2024 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Group

August 14, 2024 EX-10.2

Employment Agreement, by and between the Company and Sune Mathiesen, dated August 13, 2024.

Exhibit 10.2 EXECUTIVE Employment AGREEMENT PARTIES Sustainable Projects Group Inc. 2800 Post Oak Blvd Suite 1910 Houston, TX 77056 (as such entity may be renamed from time to time, including, but not limited to, Lithium Harvest, Inc., the “Company”) and SUNE MATHIESEN 2800 Post Oak Blvd Suite 1910 Houston, TX 77056 (the “Executive”) have today entered into the following Executive Employment Agree

July 15, 2024 S-1/A

As filed with the Securities and Exchange Commission on July 15, 2024

As filed with the Securities and Exchange Commission on July 15, 2024 Registration No.

June 10, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Sustainable Projects Group, Inc.

June 10, 2024 S-1

As filed with the Securities and Exchange Commission on June 10, 2024

As filed with the Securities and Exchange Commission on June 10, 2024 Registration No.

May 21, 2024 EX-10.1

Employment Agreement, by and between the Company and Stefan Muehlbauer, dated as of May 17, 2024, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 21, 2024.

Exhibit 10.1 EXECUTIVE Employment AGREEMENT PARTIES Sustainable Projects Group Inc. 2316 Pine Ridge Road Naples, Florida 34109 (as such entity may be renamed from time to time, including, but not limited to, Lithium Harvest, Inc., the “Company”) and STEFAN MUEHLBAUER 2316 Pine Ridge Rd #383 Naples, FL 34109 (the “Executive”) have today entered into the following Executive Employment Agreement (the

May 21, 2024 8-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Commiss

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2024 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Grou

April 4, 2024 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2023 ☐ transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects group in

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

February 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Com

December 29, 2023 CORRESP

December 29, 2023

December 29, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Myra Moosariparambil and Craig Arakawa Re: Sustainable Projects Group Inc. Form 10-K for the Year Ended December 31, 2022 Form 10-Q for the Quarter Ending June 30, 2023 Response dated August 17, 2023 Fi

December 27, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2023 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Gro

December 27, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2023 ☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Susta

December 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2023 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

December 26, 2023 EX-10.1

Form of Subscription Agreement of Sustainable Projects Group Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 26, 2023).

Exhibit 10.1

December 26, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Commi

December 18, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2023 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Gro

December 15, 2023 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2023 ☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Gr

December 12, 2023 EX-99.1

Financial Statements of Lithium Harvest ApS as of and for the years ended December 31, 2022 and 2021: (i) the Balance Sheets, (ii) the Statements of Operations and Comprehensive Income (Loss); (iii) the Statements of Stockholders’ Equity (Deficit), and (iv) the Statements of Cash Flows. (included)

Exhibit 99.1 LITHIUM HARVEST APS Financial Statements For the year ended December 31, 2022 and the year ended December 31, 2021 (Stated in US Dollars) LITHIUM HARVEST APS FOR THE YEAR ended dECEMBER 2022 and 2021 index to financial statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 2769) F-2 Balance Sheets F-3 Statements of Operations and Comprehensive Income (Loss)

December 12, 2023 10-K/A

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2022 ☐ transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainab

December 12, 2023 EX-99.2

Unaudited Pro Forma Condensed Combined Financial Information of Sustainable Projects Group Inc. as of December 31, 2022. (included)

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Accounting for the Reverse Acquisition The unaudited pro forma consolidated balance sheet combines the consolidated historical balance sheet of Sustainable Projects Group Inc. (the “Company”) and the historical balance sheet of Lithium Harvest ApS (“Lithium Harvest”) at December 31, 2022, giving effect to a Securities Exchan

December 11, 2023 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Com

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

October 24, 2023 EX-16.1

Letter from K. R. Margetson Ltd., dated October 24, 2023.

Exhibit 16.1 K. R. MARGETSON LTD. Chartered Professional Accountant 331 East 5th Street Tel: 604.220.7704 North Vancouver BC V7L 1M1 Fax: 1.855.603.3228 Canada [email protected] October 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: I have read the statements made by Sustainable Projects Group Inc. (the “Company”), which I understand will be

October 24, 2023 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Com

August 22, 2023 EX-10.2

Form of Restricted Stock Unit Award Agreement. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 22, 2023).

Exhibit 10.2 SUSTAINABLE PROJECTS GROUP INC. 2023 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement Sustainable Projects Group Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (as amended, the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Awa

August 22, 2023 EX-10.1

Sustainable Projects Group Inc. 2023 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 22, 2023).

Exhibit 10.1 SUSTAINABLE PROJECTS GROUP INC. 2023 EQUITY INCENTIVE PLAN TABLE OF CONTENTS 1. Purpose. 1 2. Definitions. 1 3. Administration of the Plan. 5 4. Shares Available Under the Plan. 6 5. Eligibility. 7 6. General Terms of Awards. 7 7. Stock Option Awards. 9 8. Stock Appreciation Right Awards. 10 9. Restricted Stock Awards. 10 10. Stock Unit Awards. 11 11. Other Stock-Based Awards. 11 12.

August 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2023 ☐ transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Group

August 17, 2023 CORRESP

August 17, 2023

August 17, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance ffice of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Myra Moosariparambil Re: Sustainable Projects Group Inc. Form 10-K for the Year Ended December 31, 2022 Form 10-Q for the Quarter Ended March 31, 2023 File No. 000-54875 Ladies and Gentlemen: Sustainable P

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2023 ☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Grou

May 15, 2023 EX-99.1

Sustainable Projects Group Announces the Appointment of Kristian Jensen to its Board of Directors

Exhibit 99.1 Sustainable Projects Group Announces the Appointment of Kristian Jensen to its Board of Directors Naples, Florida, May 11, 2023 – Sustainable Projects Group Inc. (OTC US: SPGX) (Sustainable Projects Group or the “Company”), a green technology mining company focused on sustainable lithium projects in the United States, today announced the appointment of Mr. Kristian Jensen to its board

May 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Commiss

May 15, 2023 NT 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Check one: ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

March 31, 2023 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2022 ☐ transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects group in

February 24, 2023 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the common stock of Sustainable Projects Group Inc. and further agree that this Joint Filing Agreement shall be

February 24, 2023 SC 13D

SPGX / Sustainable Projects Group Inc / PETERSEN ALDO Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SUSTAINABLE PROJECTS GROUP INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Aldo Petersen Amaliegade 6, DK-1256 København K (Name, Address and Telephone Number

February 24, 2023 SC 13D

SPGX / Sustainable Projects Group Inc / Sune Mathiesen Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SUSTAINABLE PROJECTS GROUP INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Sune Mathiesen c/o Sustainable Projects Group Inc. 2316 Pine Ridge Road #383 Naples, Florida 34102 (Name, A

February 24, 2023 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the common stock of Sustainable Projects Group Inc. and further agree that this Joint Filing Agreement shall be

February 24, 2023 EX-99.2

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the common stock of Sustainable Projects Group Inc. and further agree that this Joint Filing Agreement shall be

February 24, 2023 SC 13D

SPGX / Sustainable Projects Group Inc / Kestrel Flight Fund LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SUSTAINABLE PROJECTS GROUP INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Kestrel Flight Fund LLC 149 Meadowbrook Road Weston, Massachusetts 02493 (Name, Address and Telephone Numbe

February 24, 2023 EX-99.2

Joint Filing Agreement, dated February 24, 2024, by and between FENO Holding ApS and Paw Juul

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the common stock of Sustainable Projects Group Inc. and further agree that this Joint Filing Agreement shall be

February 24, 2023 SC 13D

SPGX / Sustainable Projects Group Inc / Juul Paw Activist Investment

SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SUSTAINABLE PROJECTS GROUP INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Paw Juul c/o Sustainable Projects Group Inc. 2316 Pine Ridge Road #383 Naples, Flori

February 15, 2023 EX-2.1

Securities Exchange Agreement, among the Company, Lithium Harvest ApS and, for certain limited purposes, its shareholders, dated as of February 14, 2023, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 14, 2023.

Exhibit 2.1 Securities Exchange Agreement among Sustainable Projects Group Inc. and Lithium Harvest ApS and, for certain limited purposes, its shareholders February 14, 2023 TABLE OF CONTENTS Page No. 1. The Exchange Offer. 1 1.2 Articles of Incorporation, By-laws, Directors and Officers. 2 1.3 Manner and Basis of Exchange of Shares. 2 1.4 Exchange of Certificates. 3 1.5 Parent Common Stock 3 2. R

February 15, 2023 EX-10.5

Form of Employment Agreement, by and between the Company and Paw Juul, incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed February 14, 2023.

Exhibit 10.5 EXECUTIVE Employment AGREEMENT PARTIES Sustainable Projects Group Inc. 2316 Pine Ridge Road Naples, Florida 34109 (as such entity may be renamed from time to time, including, but not limited to, Lithium Harvest, Inc., the “Company”) and Paw Juul [***] [***] (the “Executive”) have today entered into the following Executive Employment Agreement (the “Agreement”) 2 / 13 1. Position 1.1.

February 15, 2023 EX-10.3

Employment Agreement, by and between the Company and Stefan Muehlbauer, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 14, 2023.

Exhibit 10.3 Employment AGREEMENT PARTIES Sustainable Projects Group Inc. 2316 Pine Ridge Road Naples, Florida 34109 (as such entity may be renamed from time to time, including, but not limited to, Lithium Harvest, Inc., the “Company”) and Stefan Muehlbauer [***] [***] (the “Employee”) have today entered into the following Employment Agreement (the “Agreement”) 2 / 12 1. Position 1.1. The Employee

February 15, 2023 EX-21.1

Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K, filed February 14, 2023.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Name of Parent Company Subsidiary State or Other Jurisdiction of Incorporation or Organization Yer Brands Inc Sustainable Projects Group Inc. Indiana Lithium Harvest ApS Sustainable Projects Group Inc. Denmark

February 15, 2023 8-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Sustainable Projects group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Co

February 15, 2023 EX-10.1

Executive Service Agreement, by and between the Company and Sune Mathiesen, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 14, 2023.

Exhibit 10.1 EXECUTIVE SERVICE AGREEMENT PARTIES Lithium harvest aPS Tankedraget 7 DK-9000 Aalborg (the “Company”) and Sune Mathiesen [***] [***] (the “CEO”) have today entered into the following Executive Service Agreement (the “Agreement”) 2 / 7 1. Position 1.1. The CEO will service as President and Chief Executive Officer of Sustainable Projects Group Inc. and Lithium Harvest ApS with effect fr

February 15, 2023 EX-10.4

Executive Service Agreement, by and between the Company and Paw Juul, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed February 14, 2023.

Exhibit 10.4 EXECUTIVE SERVICE AGREEMENT PARTIES Lithium harvest aPS Tankedraget 7 DK-9000 Aalborg (the “Company”) and Paw Juul [***] [***] (the “CTO”) have today entered into the following Executive Service Agreement (the “Agreement”) 2 / 7 1. Position 1.1. The CTO will service as Chief Technology Officer of Sustainable Projects Group Inc. and Lithium Harvest ApS with effect from January 14, 2023

February 15, 2023 EX-99.1

LITHIUM HARVEST APS FOR THE YEAR AND PERIOD DECEMBER, 2021 and 2020

Exhibit 99.1 LITHIUM HARVEST APS Financial Statements For the year ended December 31, 2021 and the period and December 31, 2020 (Stated in US Dollars) LITHIUM HARVEST APS FOR THE YEAR AND PERIOD DECEMBER, 2021 and 2020 index to financial statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1212) F-1 Balance Sheets F-2 Statements of Operation and Comprehensive Income (L

February 15, 2023 EX-99.3

Pre-Reverse Takeover Pro Forma Consolidated Balance Sheet Sustainable Projects Group Inc. September 30, 2022

Exhibit 99.3 Pre-Reverse Takeover Pro Forma Consolidated Balance Sheet Sustainable Projects Group Inc. September 30, 2022 Unaudited Cons SPG Lithium Pro Forma Pro Forma Sep 30 Sep 30 Adjusting Consolidated 2022 2022 Entries Sep 30 2022 As at ASSETS Current Assets: Cash and cash equivalents $ 21,675 $ 35 $ 21,710 Other receivables - 1,299 1,299 Inventory - 3,939 - 3,939 Prepaid expenses 2,036 105 2

February 15, 2023 EX-99.2

LITHIUM HARVEST APS FOR THE three and nine months ended September 30, 2022

Exhibit 99.2 LITHIUM HARVEST APS Financial Statements Unaudited For the Three and Nine Months Ended September 30, 2022 (Stated in US Dollars) LITHIUM HARVEST APS FOR THE three and nine months ended September 30, 2022 Unaudited index to financial statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1212) F-1 Balance Sheets F-2 Statements of Operation and Comprehensive L

February 15, 2023 EX-10.2

Form of Employment Agreement, by and between the Company and Sune Mathiesen, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 14, 2023.

Exhibit 10.2 EXECUTIVE Employment AGREEMENT PARTIES Sustainable Projects Group Inc. 2316 Pine Ridge Road Naples, Florida 34109 (as such entity may be renamed from time to time, including, but not limited to, Lithium Harvest, Inc., the “Company”) and SUNE MATHIESEN [***] [***] (the “Executive”) have today entered into the following Executive Employment Agreement (the “Agreement”) 2 / 13 1. Position

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2022 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2022 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Group

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2022 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Grou

March 25, 2022 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2021 ? transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable Projects group in

February 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2021 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

February 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2021 ☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Group

January 18, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2021 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Grou

December 13, 2021 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2020 ? transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable Projects group in

October 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2020 ☐ transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 S

September 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2020 ? transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects Group

September 1, 2021 EX-16.1

Letter to Securities and Exchange Commission dated August 31, 2021 from Fruci regarding change in independent registered public accounting firm

Exhibit 16.1 Letter of Fruci & Associates (former principal independent accountant) August 31, 2021 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 RE: Sustainable Projects Group Inc. Dear Sir or Madam: We have read the statements made by Sustainable Projects Group Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item

September 1, 2021 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2021 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Commi

August 14, 2020 NT 10-Q

-

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Check one: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] T

May 13, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2020 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

May 13, 2020 EX-10.24

Development Agreement effective May 1, 2020 between the City of Rushville, Indiana, Rushville Redevelopment Commission and Rushville Economic Development Commission and Cormo USA Inc.

Exhibit 10.24

April 14, 2020 10-K

SPGX / Sustainable Projects Group Inc. 10-K - Annual Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended December 31, 2019 [ ] transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable Projects gr

March 31, 2020 NT 10-K

SPGX / Sustainable Projects Group Inc. NT 10-K - -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Check one: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

January 30, 2020 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended September 30, 2019 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Proje

January 22, 2020 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended March 31, 2019 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

January 22, 2020 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended June 30, 2019 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects G

November 25, 2019 10-KT

BUES / Blue Spa, Inc. 10-KT - -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended [X] transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from June 1, 2018 to December 31, 2018 Commission file number 000-54875 sustainable

October 17, 2019 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2018 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projec

September 13, 2019 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2018 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projects

August 29, 2019 EX-10.21

Share Purchase Agreement dated May 31, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.

Share Purchase Agreement Between Sustainable Projects Group Inc. 225 Banyan Blvd. – Suite 220 Naples, FL 34102, USA Represented by Stefan Muehlbauer (Chief Executive Officer) And SP Group (Europe) AG Falkenstrasse 26 CH-8008 Zurich Represented by Christopher Grunder (Chief Executive Officer) 1. Preamble 1.1 The firm myfactor.io AG is a joint stock company (hereinafter the “company”) with its head

August 29, 2019 10-K

BUES / Blue Spa, Inc. 10-K - Annual Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2018 [ ] transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable Projects group inc

August 29, 2019 EX-10.22

Employment Agreement dated May 1, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.

EX-10.22 3 ex10-22.htm EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the day of April 1, 2018, by and between Sustainable Projects Group Inc., a Nevada corporation with its principal place of business located at 1926 Trade Center Way #2, Naples FL 34109 (“Employer”) and Stefan Muehlbauer, an individual residing at 12850 Carrington Cir #102, Naples FL 34105 (“Employee”)

August 29, 2019 EX-10.23

Employment Agreement dated May 1, 2018 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 29, 2019, and incorporated herein by reference.

EX-10.23 4 ex10-23.htm EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the day of April 1, 2018, by and between Sustainable Projects Group Inc., a Nevada corporation with its principal place of business located at 1926 Trade Center Way #2, Naples FL 34109 (“Employer”) and Tiffany Muehlbauer, an individual residing at 12850 Carrington Cir #102, Naples FL 34105 (“Employee”

August 5, 2019 10-Q/A

BUES / Blue Spa, Inc. 10-Q/A - Quarterly Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2018 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875

March 1, 2019 8-K

Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2019 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Com

March 1, 2019 EX-10.20

Shareholder’s Agreement dated February 25, 2019 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 1, 2019, and incorporated herein by reference.

EX-10.20 2 ex10-20.htm Exhibit 10.20 Shareholders’ Agreement SHAREHOLDER’S AGREEMENT THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made the 25th day of February, 2019 (the “Effective Date”) for the company Cormo USA., hereinafter the (“Company”). BETWEEN: (1) Sustainable Projects Group, Inc. (SPGX), a company whose registered office is 225 Banyan Blvd., Suite 220, Naples, Florida 34105 (“SPGX

February 14, 2019 EX-10.17

Call Option Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.

EX-10.17 4 ex10-17.htm Exhibit 10.17 Call Option Agreement -2- call OPTION AGREEMENT THIS call option AGREEMENT dated as of the 26th day of December, 2018, BETWEEN: Sustainable Projects Group Inc., a company duly incorporated under the laws of Nevada and having its executive office located at 225 Banyan Blvd – Suite 220, Naples FL 34102, US (the “Purchaser”) AND: workplan holding AG, a company dul

February 14, 2019 8-K

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2019 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Com

February 14, 2019 EX-10.15

Letter Agreement dated December 31, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference

EX-10.15 2 ex10-15.htm Exhibit 10.15 Letter Agreement SPGX corporate letter head December 31, 2018 Mr. John Leliever 9 Blue Horizon Crescent Caledon Village, Ontario L7K 0T9 905-866-896 [email protected] Dear Mr. Leliever: Re: Sale of Mineral Claims This letter will confirm our numerous discussions concerning the proposed sale of the following mineral claims (the “Claims”) to you, or your nomi

February 14, 2019 EX-10.18

Purchase Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.

EX-10.18 5 ex10-18.htm Exhibit 10.18 Purchase Agreement Purchase agreement for SP Group (Europe) AG unlisted shares (UID: CHE-115.882.574) between Sustainable Projects Group Inc. 225 Banyan Blvd, Suite 220 Naples, FL 34102 USA hereinafter called «seller» and SP Group (Europe) AG Falkenstrasse 28 8008 Zürich Schweiz hereinafter called «buyer» The buyer has agreed to purchase SP Group (Europe) AG, U

February 14, 2019 EX-10.16

Purchase Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.

Exhibit 10.16 Purchase Agreement Purchase agreement for Falcon Projects AG unlisted shares (UID: CHE-495.072.046) between Sustainable Projects Group Inc. 225 Banyan Blvd, Suite 220 Naples, FL 34102 USA hereinafter called «seller» and Workplan Holding AG Gotthardstrasse 3 6300 Zug Schweiz hereinafter called «buyer» The buyer has agreed to purchase Falcon Projects AG, UID: CHE-495.072.046 shares. Bo

February 14, 2019 EX-10.19

Call Option Agreement dated December 26, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on February 14, 2019, and incorporated herein by reference.

Exhibit 10.19 Call Option Agreement -2- call OPTION AGREEMENT THIS call option AGREEMENT dated as of the 26th day of December, 2018, BETWEEN: Sustainable Projects Group Inc., a company duly incorporated under the laws of Nevada and having its executive office located at 225 Banyan Blvd – Suite 220, Naples FL 34102, US (the “Purchaser”) AND: SP Group (Europe) AG, a company duly incorporated under t

January 28, 2019 SC 13D

BUES / Blue Spa, Inc. / Meier Paul Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable projects group inc. (Name of Issuer) shares of common stock, $0.0005 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Mr. Paul Meier Steinlerstrasse 18 Wangi, 9545 Switzerland 41 79 797 4423 (Name, Address and Tele

January 28, 2019 SC 13D

BUES / Blue Spa, Inc. / Grunder Christopher Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable projects group inc. (Name of Issuer) shares of common stock, $0.0001 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Mr. Christopher Grunder 2316 Pine Ridge Road, 383 Naples, Florida 34109 +41.79.515.5555 (Name, A

January 16, 2019 8-K

Termination of a Material Definitive Agreement, Changes in Control of Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 11, 2019 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Comm

January 2, 2019 SC 13D

BUES / Blue Spa, Inc. / Muehlbauer Stefan Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13d Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable projects group inc. (Name of Issuer) shares of common stock, $0.0005 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Mr. Stefan Muehlbauer 12850 Carrington Circle, #102 Naples, Florida 34105 239-248-0460 (Name, Ad

January 2, 2019 SC 13D

BUES / Blue Spa, Inc. / Muehlbauer Kurt Manfred Henry Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13d Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable projects group inc. (Name of Issuer) shares of common stock, $0.0005 par value per share (Title of Class of Securities) 86933P 105 (CUSIP Number) Mr. Kurt Muehlbauer 12851 Carrington Circle, #203 Naples, Florida 34105 239-877-0775 (Name, Addr

October 3, 2018 EX-10.13

Letter of Intent dated for reference September 25, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 3, 2018, and incorporated herein by reference.

EX-10.13 2 ex10-13.htm Letter of Intent This letter of engagement covers the working relationship between: Sustainable Projects Group Inc. 225 Banyan Boulevard – Suite 220 Naples, FL 34102 And Cormo AG Falkenstrasse 17 CH-2502 Biel Cormo AG is a company based in Biel, Switzerland in the business of producing and developing peat moss replacement and natural foam products and technologies While Corm

October 3, 2018 EX-10.14

Shareholder’s Agreement dated September 29, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 3, 2018, and incorporated herein by reference.

SHAREHOLDER’S AGREEMENT THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made the 29th day of September, 2018 (the “Effective Date”) for the company Vitalizer Americas Inc.

October 3, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 25, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Co

August 30, 2018 NT 10-K

BUES / Blue Spa, Inc. NT 10-K

NT 10-K 1 formnt10-k.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933P 105 Check one: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F

August 10, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incor

June 6, 2018 10-Q

BUES / Blue Spa, Inc. 10-Q (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2018 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable Proj

May 31, 2018 EX-10.12

Asset Purchase Agreement dated for reference May 22, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on May 31, 2018, and incorporated herein by reference.

Exhibit 10.12 Asset Purchase Agreement ASSET PURCHASE AGREEMENT This asset purchase agreement dated for reference May 22, 2018, is between Sustainable Projects Group Inc., a Nevada corporation of 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (“SPGX”) and Global Gaming Media Inc., a Florida corporation of 1926 Trade Centre Way, 2, Naples, Florida, 34109 (the “Vendor”). Whereas: A. the Vendor ha

May 31, 2018 8-K

BUES / Blue Spa, Inc. 8-K (Current Report)

May 9, 2018 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction (Commission (I.R.S. Employer

May 9, 2018 EX-16.1

Letter to Securities and Exchange Commission dated May 4, 2018 from MNP LLP regarding change in independent registered public accounting firm.

Exhibit 16.1 Letter of MNP LLP (former principal independent accountants) May 4, 2018 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, DC 20549 Dear Sir/Madam: We have read the statements under item 4.01 in the Form 8-K dated May 4, 2018 of Sustainable Projects Group Inc. (the “Company”) to be filed with the Securities and Exchange Commission and w

May 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorpo

April 16, 2018 NT 10-Q

BUES / Blue Spa, Inc. NT 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933P 105 Check one: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

January 31, 2018 EX-10.11

Share Purchase Agreement dated January 30, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 31, 2018, and incorporated herein by reference.

Exhibit 10.11 Share Purchase Agreement share PURCHASE AGREEMENT THIS share PURCHASE AGREEMENT dated as of the 30th day of January, 2018, between: sustainable projects group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (the ?Purchaser?) AND: workplan holding ag, a company duly incorp

January 31, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Comm

January 22, 2018 10-Q

BUES / Blue Spa, Inc. 10-Q (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2017 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Sustainable Projec

January 19, 2018 EX-10.10

Consultant Agreement dated January 18, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 19, 2018, and incorporated herein by reference.

Exhibit 10.10 Consultant Agreement CONSULTANT AGREEMENT This Consultant Agreement dated as of the 18th day of January, 2018, BETWEEN: sustainable projects group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (the ?Company?) AND: Amixca AG, a company incorporated under the laws of Swit

January 19, 2018 EX-10.9

Share Purchase Agreement dated January 18, 2018 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on January 19, 2018, and incorporated herein by reference.

Exhibit 10.9 Share Purchase Agreement share PURCHASE AGREEMENT THIS share PURCHASE AGREEMENT dated as of the 18th day of January, 2018, between: Mathias Gujer a businessman with an office located at Bachstrasse 3, Oberglah, 8154 Switzerland (the ?Purchaser?) AND: sustainable Projects group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located

January 19, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 18, 2018 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Comm

January 16, 2018 NT 10-Q

BUES / Blue Spa, Inc. 0-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933P 105 Check one: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

December 6, 2017 EX-10.8

Share Purchase Agreement dated July 25, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on December 6, 2017, and incorporated herein by reference.

Exhibit 10.8 Share Purchase Agreement

December 6, 2017 8-K

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 6, 2017 sustainable Projects group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of in

October 26, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2017 Sustainable Petroleum Group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of i

October 26, 2017 EX-3.5

Certificate of Amendment, filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on October 26, 2017, and incorporated herein by reference.

Exhibit 3.5 - Certificate of Amendment

October 18, 2017 10-Q

BUES / Blue Spa, Inc. 10-Q (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2017 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable petroleu

October 16, 2017 NT 10-Q

Blue Spa 0-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933V 102 Check one: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

September 19, 2017 DEF 14C

Blue Spa 14C

DEF 14C 1 def14c.htm United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14c information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [X] Definitive Information Statement Sustainabl

September 7, 2017 SC 13D

BUES / Blue Spa, Inc. / Grunder Christopher Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13d Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable petroleum group inc. (Name of Issuer) shares of common stock, $0.0001 par value per share (Title of Class of Securities) 86933V 102 (CUSIP Number) Mr. Christopher Grunder 2316 Pine Ridge Road, 383 Naples, Florida 34109 +41.79.515.5555 (Name,

September 6, 2017 PRE 14C

Blue Spa 14C

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14c information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement Sustainable Petroleum Group Inc

September 1, 2017 8-K

Change in Shell Company Status

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 1, 2017 sustainable petroleum group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Co

August 31, 2017 EX-10.6

Consulting Agreement dated April 24, 2017 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 31, 2017, and incorporated herein by reference.

EXHIBIT 10.6- Consulting Agreement CONSULTING AGREEMENT THIS CONSULTING AGREEMENT dated this 24th day of April, 2017 BETWEEN: SP Group (Europe) AG Mühlebachstr. 2 8008 Zürich (the “Company”) OF THE FIRST PART - AND - Sustainable Petroleum Group Inc. 2316 Pine Ridge Road 383 Naples, FL, 34109 (the “Consultant”) OF THE SECOND PART IN CONSIDERATION OF the matters described above and of the mutual ben

August 31, 2017 EX-10.7

Services Agreement dated August 1, 2017 filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 31, 2017, and incorporated herein by reference.

Exhibit 10.7- Services Agreemnt SERVICES AGREEMENT THIS Services Agreement made this 1st day of August, 2017; between: sustainable petroleum group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (the “Company”) AND: dr. philip grothe, an individual with a place of residence located at

August 31, 2017 10-K

BUES / Blue Spa, Inc. 10-K (Annual Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2017 [ ] transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable petroleum group in

August 30, 2017 NT 10-K

Blue Spa 0-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933V 102 Check one: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31,2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

July 21, 2017 SC 13D

BUES / Blue Spa, Inc. / Grunder Christopher Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13d Under the Securities Exchange Act of 1934 (Amendment No. ) * sustainable petroleum group inc. (Name of Issuer) shares of common stock, $0.0001 par value per share (Title of Class of Securities) 86933V 102 (CUSIP Number) Mr. Christopher Grunder 2316 Pine Ridge Road, 383 Naples, Florida 34109 +41.79.515.5555 (Name,

July 10, 2017 EX-10.5

Dividend Agreement dated July 10, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.

AGREEMENT THIS AGREEMENT dated the 10th day of July, 2017, among: Christopher Grunder, a businessman with an office located at Falkenstrasse 28, Zurich, Switzerland, 8008.

July 10, 2017 EX-10.4

Share Purchase Agreement dated July 6, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.

share PURCHASE AGREEMENT THIS share PURCHASE AGREEMENT dated as of the 6th day of June, 2017, between: sustainable petroelum group inc.

July 10, 2017 EX-10.3

Deposit Agreement dated June 23, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on July 11, 2017, and incorporated herein by reference.

AGREEMENT THIS AGREEMENT dated the 23rd day of June, 2017, among: SP group AG, a company duly incorporated under the laws of Switzerland, having its executive office located at Falkenstrasse 28, Zurich, Switzerland, 8008 (?SP Group?) AND: daniel greising, a businessman with an office located at Katrinenhofstrasse 46, Altendorf, Switzerland, 8852 (?Greising?) AND: sustainable petroelum group inc.

July 10, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 13, 2017 sustainable petroleum group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 81-5445107 (State or other jurisdiction of incorporation) (Commi

June 9, 2017 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) June 6, 2017 sustainable petroleum group inc. (Exact name of registrant as specified in its chapter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Commission F

June 9, 2017 EX-16.1

Letter of Centurion ZD CPA Limited (former principal independent accountants)

Exhibit 16.1 Letter of Centurion ZD CPA Limited (former principal independent accountants)

April 13, 2017 10-Q

Blue Spa (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2017 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable petrol

March 17, 2017 EX-10.2

Property Purchase Agreement dated March 13, 2017 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 17, 2017, and incorporated herein by reference.

EX-10.2 2 ex10-2.htm property purchase AGREEMENT THIS property purchase AGREEMENT dated as of the 13th day of March, 2017, between: sustainable petroelum group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (the “Company”) AND: workplan holding inc., a company duly incorporated and ha

March 17, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2017 sustainable petroleum group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Comm

February 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2017 sustainable petroleum group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (C

February 3, 2017 10-K/A

BUES / Blue Spa, Inc. 10-K/A - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A 1st Amendment [X] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2016 [ ] transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable pe

January 18, 2017 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2016 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 sustainable petrol

January 18, 2017 NT 10-Q

Blue Spa 0-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 86933V 102 Check one: [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

January 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2016 sustainable petroleum group inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction (Commission (I.R.S. E

January 17, 2017 EX-16.1

Letter of DCAW (CPA) Limited (former principal independent accountants)

Exhibit 16.1 Letter of DCAW (CPA) Limited (former principal independent accountants) Centurion ZD CPA Limited Certified public accountants Rooms 2105-06, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok Kowloon, Hong Kong Tel : (852) 2780 0607 Fax: (852) 2780 0013 January 13, 2017 Securities and Exchange Commission. Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 R

December 19, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 19, 2016 Sustainable Petroleum Group Inc. (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (C

December 19, 2016 EX-3.4

Certificate of Amendment, filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on December 19, 2016, and incorporated herein by reference.

October 17, 2016 10-Q

Blue Spa (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2016 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Blue Spa Incorporate

September 29, 2016 DEF 14C

Blue Spa 14C

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14c information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [X] Definitive Information Statement blue spa incorporated (Name of

September 15, 2016 PRE 14C

Blue Spa 14C

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14c information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement blue spa incorporated (Name of

September 6, 2016 10-K

Blue Spa (Annual Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2016 [ ] transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 000-54875 Blue Spa Incorporated (Exact n

September 2, 2016 SC 13D

BUES / Blue Spa, Inc. / Grunder Christopher Activist Investment

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13d Under the Securities Exchange Act of 1934 (Amendment No. ) * Blue spa incorporated (Name of Issuer) shares of common stock, $0.0001 par value per share (Title of Class of Securities) 09605L 103 (CUSIP Number) Mr. Christopher Grunder 2316 Pine Ridge Road, 383 Naples, Florida 34109 +41.79.515.5555 (Name, Address and

August 30, 2016 CORRESP

Blue Spa ESP

Blue Spa Incorporated 403 E. Commerce Street San Antonio, Texas 78205 VIA EDGAR August 30, 2016 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-4631 Attention: Nicholas P. Panos Dear Mr. Panos: Re: Blue Spa Incorporated (the “Company”) Schedule 14f-1 Filed: August 11, 2016 File No. 005-89592 In response to your letter dated August 23, 2016, we confirm the following:

August 29, 2016 NT 10-K

Blue Spa 0-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 000-54875 CUSIP number: 09605L 103 Check one: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

August 29, 2016 8-K

Blue Spa (Current Report/Significant Event)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) August 26, 2016 Blue spa incorporated (Exact name of registrant as specified in its chapter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Commission File Numb

August 29, 2016 EX-16.1

Letter of Dominic K. F. Chan & Co. (former principal independent accountants)

Exhibit 16.1 Letter of Dominic K. F. Chan & Co. (former principal independent accountants) DCAW (CPA) Limited Certified public accountants Rooms 2105-06, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok Kowloon, Hong Kong Tel : (852) 2780 0607 Fax: (852) 2780 0013 Aug 26, 2016 Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Bl

August 26, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2016 Blue spa incorporated (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Commission Fil

August 26, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2016 Blue spa incorporated (Exact name of registrant as specified in its charter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Commission Fil

August 11, 2016 SC 14F1

Blue Spa 4F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14f-1 Under the Securities Exchange Act of 1934 Blue Spa Incorporated (Exact name of registrant as specified in its charter) Nevada 000-54875 00-0000000 (State or other jurisdiction of incorporation or organization) Commission File No. (I.R.S. Employer Identification No.) 403 E. Commerce Street, San Antonio, Texas 782

August 11, 2016 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) August 9, 2016 Blue spa incorporated (Exact name of registrant as specified in its chapter) Nevada 000-54875 000-0000000 (State or other jurisdiction of incorporation) (Commission File Numbe

August 11, 2016 EX-10.1

Share Purchase Agreement dated July 25, 2016 filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on August 11, 2016, and incorporated herein by reference.

Exhibit 10.1 Share Purchase Agreement SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT dated as of the 25th day of July, 2016, BETWEEN: Workplan Holding Inc., an incorporated company with an office located at 2316 Pine Ridge Road, 383, Naples, Florida, 34109 (the ?Purchaser?) Law Yau Yau, a Businessman with an office located at Wu Han Ze, Wu Chang Chu, Zhan Nan Lo 14, Hau, China (the ?Seller

April 14, 2016 10-Q

Blue Spa (Quarterly Report)

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 29, 2016 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

January 26, 2016 10-Q

BUES / Blue Spa, Inc. 10-Q - Quarterly Report -

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2015 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

October 8, 2015 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 or 15(d) of the securities exchange acT of 1934 For the quarterly period ended August 31, 2015 [ ] transition report under section 13 or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporat

August 31, 2015 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2015 [ ] transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporated (Exact

April 14, 2015 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2015 [ ] transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

January 14, 2015 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2014 [ ] transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

October 15, 2014 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 Or 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2014 [ ] transition report under section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporat

September 12, 2014 10-K/A

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A 1st Amendment

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A 1st Amendment [X] Annual report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2014 [ ] transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Inco

September 8, 2014 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the fiscal year ended May 31, 2014 [ ] transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporated (Exact

September 2, 2014 NT 10-K

SPGX / Sustainable Projects Group Inc. NT 10-K - - NOTIFICATION OF LATE FILING

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing SEC file number: 333-169331 CUSIP number: 09605L 103 Check one: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report o

March 17, 2014 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2014 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

January 13, 2014 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 or 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2013 [ ] transition report under section 13 or 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

October 15, 2013 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2013 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporat

August 2, 2013 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended: May 31, 2013 [ ] transition report pursuant to secti

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the fiscal year ended: May 31, 2013 [ ] transition report pursuant to section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporated (Exact

June 27, 2013 CORRESP

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CORRESP Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR June 27, 2013 U.

June 24, 2013 CORRESP

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Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR June 24, 2013 U.

June 3, 2013 POS AM

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada 2844 00-0000000 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Empl

April 22, 2013 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended February 28, 2013 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorpor

April 19, 2013 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10q.htm QUARTERLY FINANCIAL STATEMENTS. United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended November 30, 2012 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to

February 20, 2013 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] quarterly report under section 13 0r 15(d) of the securities exchange act of 1934 For the quarterly period ended August 31, 2012 [ ] transition report under section 13 0r 15(d) of the securities exchange act of 1934 For the transition period from to Commission file number 333-169331 Blue Spa Incorporat

February 8, 2013 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

United states SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-169331 BLUE SPA INCORPORATED (Exact

January 9, 2013 8-A12G

- FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada (State of incorporation or organization) 00-0000000 (I.R.S. Employer Identification No.) 26/F Building A, Times P

June 6, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-169331 BLUE SPA INCORP

June 6, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 tenq.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

May 23, 2012 424B4

January 10, 2012 BLUE SPA INCORPORATED 3,000,000 shares of common stock

Filed pursuant to Rule 424(b)(4) SEC File # 333-169331 January 10, 2012 Prospectus BLUE SPA INCORPORATED 3,000,000 shares of common stock The selling shareholders of Blue Spa Incorporated (“Blue Spa”) named in this prospectus are offering to sell up to 3 million shares of Blue Spa’s common stock held by them.

January 6, 2012 CORRESP

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Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR January 6, 2012 U.

December 15, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #23 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevad

S-1/A 1 s1a-redlined.htm FORM S1/A REDLINED SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #23 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada 2844 00-0000000 (State or other jurisdiction of incorporation or organization) (Pr

December 15, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada

SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 15, 2011 CORRESP

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Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR December 15, 2011 U.

November 23, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #21 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevad

S-1/A 1 s1a-redlined.htm FORM S-1A / REDLINED SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #21 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada 2844 00-0000000 (State or other jurisdiction of incorporation or organization) (

November 23, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada

S-1/A 1 s1a.htm FORM S-1/A SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada 2844 00-0000000 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind

November 22, 2011 CORRESP

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CORRESP 1 filename1.htm Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR November 22, 2011 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing and Construction 100 F Street, N.E. Washington, DC 20549-4631 Attention: Edward M. Kelly Dear Mr. Kelly: Re: Blue Spa Incorporated (the “Company”) Amendment N. 1 to R

September 22, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada

SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 22, 2011 CORRESP

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Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR September 20, 2011 U.

January 11, 2011 EX-3.1

EX-3.1

January 11, 2011 EX-3.3

EX-3.3

EX-3.3 3 exhibit3-3.htm CERTIFICATE OF AMENDMENT

January 11, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1 /A Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter)

SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 10, 2011 CORRESP

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CORRESP 1 filename1.htm Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR December 15, 2010 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing and Construction 100 F Street, N.E. Washington, DC 20549-4631 Attention: Edward M. Kelly Dear Mr. Kelly: Re: Blue Spa Incorporated (the “Company”) Registration Statem

December 17, 2010 CORRESP

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Blue Spa Incorporated 26/F Building A, Times Plaza 20 Zongfu Road Chengdu 610016, China VIA EDGAR December 15, 2010 U.

December 17, 2010 EX-3.1

Articles of Incorporation, filed as an exhibit to SPGX’s Form S-1/A – Amendment #1 (Registration Statement) filed on December 17, 2010, and incorporated herein by reference.

December 17, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1/A Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter)

SEC File # 333-169331 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 17, 2010 EX-3.3

Certificate of Amendment, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.

September 13, 2010 EX-14

Code of Ethics, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.

BLUE SPA INCORPORATED Code of Ethics Overview Blue Spa has adopted a code of ethics (the ?Code?) that is applicable to every officer, director, employee and consultant of the company and its affiliates (collectively the ?Employee? or ?Employees?).

September 13, 2010 EX-3.2

By-Laws, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.

BY-LAWS of Blue Spa Incorporated a Nevada corporation ARTICLE 1 Offices Section 1.

September 13, 2010 S-1

Certificate of Amendment, filed as an exhibit to SPGX’s Form S-1 (Registration Statement) filed on September 13, 2010, and incorporated herein by reference.

SEC File # UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Initial Filing FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE SPA INCORPORATED (Exact name of registrant as specified in its charter) Nevada 2844 00-0000000 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer Ide

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