UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K/A

1stAmendment



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



For the fiscal year ended May 31, 2016



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



For the transition period from ________________
to



Commission file number 000-54875



|sustainable petroleum group inc.                      
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



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



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



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



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



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



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



|common shares - $0.001 par value
|--------------------------------
|(Title of Class)                



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

[  ] Yes [X]
No



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

[  ] Yes [X]
No



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



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes [  ] No



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

[X] Yes [  ] No



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



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



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



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

[X] Yes [  ] No



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



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



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



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




















Sustainable
Petroleum Group Inc.

Form
10-K/A

1stAmendment



EXPLANATORY
NOTE



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



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





Sustainable Petroleum Group Inc.Form 10-K/A - 2016 - 1st AmendmentPage 2







PART II



Item
8. Financial Statements and Supplementary Data.





BLUE
SPA INCORPORATED

(A
Development Stage Company)



Financial
Statements

For
The Year Ended May 31, 2016

(Stated
in US Dollars)







INDEX
TO FINANCIAL STATEMENTS





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



Sustainable Petroleum Group Inc.Form 10-K/A - 2016 - 1st AmendmentPage 3











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of
BLUE SPA INCORPORATED



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



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



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



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







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









F-1















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of
BLUE SPA INCORPORATED



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



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



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



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







DCAW
(CPA) Limited

Certified
Public Accountants

Hong
Kong, 26 August, 2016



F-2







BLUE
SPA INCORPORATED



BALANCE
SHEETS



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



See
accompanying notes to financial statements



F-3







BLUE
SPA INCORPORATED



STATEMENTS
OF OPERATIONS



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



See
accompanying notes to financial statements



F-4







BLUE
SPA INCORPORATED



STATEMENTS
OF STOCKHOLDERS’ DEFICIT

AND
COMPREHENSIVE INCOME



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



See
accompanying notes to financial statements



F-5







BLUE
SPA INCORPORATED



STATEMENTS
OF CASH FLOWS



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



See
accompanying notes to financial statements



F-6







BLUE
SPA INCORPORATED



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2016



|1. | Organization
                                         and Nature of Operations
|-- | ------------------------------------------------------------------------------



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



The
Company has chosen a fiscal year end May 31.



|2. | Going
                                         Concern
|-- | ------------------------------------------------------



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



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



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



|3. | Summary
                                         of principal accounting policies
|-- | ---------------------------------------------------------------------------------



Use
of estimates



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



Foreign
currency translations



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



F-7







Cash
and cash equivalents



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



Comprehensive
income



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



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



Loss
per share



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



Income
Taxes



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



F-8







Website
Development Costs



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



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



Concentration
of credit risk



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



Recently
issued accounting pronouncements



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



|4. | Accrued
                                         expenses
|-- | ---------------------------------------------------------



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



|                            |  | May
    31, 2016 |        |  | May
    31, 2015 |  
|--------------------------- |  | ---------------- | ------ |  | ---------------- | -
|                            |  |                  |        |  |                  |  
|Accrued audit fee           |  | $                | 11,000 |  |                  | $
|Accrued accounting fee      |  |                  | 1,575  |  |                  |  
|Accrued office
    expenses |  |                  | 3,296  |  |                  |  
|                            |  |                  |        |  |                  |  
|Total                       |  | $                | 15,871 |  |                  | $



|5. | Common
                                         stock
|-- | -----------------------------------------------------



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



F-9







|6. | Notes
                                         payable
|-- | ------------------------------------------------------



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



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



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



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



F-10







Signatures



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





| | Sustainable
    petroleum group inc.
| | ------------------------------------
| |                                     
| | By                                  
| | Name:                               
| | Title:                              
| | Dated:                              



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





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



Sustainable Petroleum Group Inc.Form 10-K/A - 2016 - 1st AmendmentPage 4