Blue Spa Incorporated
26/F Building A, Times Plaza
20 Zongfu Road
Chengdu 610016, China
VIA EDGAR
December 15, 2011
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC
20549-4631
Attention: Edward M. Kelly
Dear Mr. Kelly:
| Re: | Blue Spa Incorporated (the “Company”) |
| | Pre-effective Amendments No. 4 and No. 5 to Registration Statement on Form S-1 |
File No. 333-169331
Further to your comment letter dated November 30, 2011, enclosed for filing are copies each of the following documents:
| 1. | Form S-1/A – 3rd Amendment (in triplicate); |
| 2. | redlined Form S-1/A (in triplicate); and |
| 3. | this comment letter (in duplicate). |
The following are the responses to those comments. For convenience, the number of each response refers to the number of the comment in your letter.
Prospectus Cover Page
| 1. | The requested disclosure has been added. See the Prospectus cover page on page 3 and “Plan of Distribution” on page 13 of both the Form S-1/A and the EDGAR file. |
Risk Factors, page 7
| 2. | The requested revisions have been made. See “Risk Factor #18” on page 10 of both the Form S-1/A and the EDGAR file. |
Plan of Distribution, page 13
| 3. | The requested disclosure has been revised. See “Plan of Distribution” on page 13 of both the Form S-1/A and the EDGAR file. |
Market for Common Equity and Related Stockholder Matters, page 24
Rule 144, page 25
| 4. | The required information has previously been disclosed. See “Market Information” and “Rule 144” on page 25 of both the Form S-1/A and the EDGAR file. |
Report of Independent Registered Public Accounting Firm, page 27
| 5. | The audit report has been amended as requested. See “Report of Independent Registered Public Accounting Firm” on page F-1 of both the Form S-1/A and the EDGAR file. |
Unaudited Interim Statement of Cash Flows, page 44
| 6. | The requested amendment has been made. See “Statement of Cash Flows” on pages F-5 and F2-4 of both the Form S-1/A and the EDGAR file and “Management Discussion and Analysis of Financial Condition” on pages 52-53 of both the Form S-1/A and the EDGAR file. |
Exhibit 23.1
| 7. | As requested, the updated consent from the Company’s independent accountant is included. See Exhibit 23.1 on page 64 of both the Form S-1/A and the EDGAR file. |
I trust the above to be satisfactory. If you have any questions or require anything further please give me a call.
Sincerely,
Blue Spa Incorporated
Per: /s/ Law Yua Yua
Director, President (Chief Executive Officer),
Principal Financial Officer, and
Principal Accounting Officer
