Blue Chip Capital Group Reports Unregistered Equity Sales

TL;DR

Blue Chip Capital Group sold unregistered stock. Watch for dilution.

AI Summary

Blue Chip Capital Group, Inc. filed an 8-K on October 10, 2025, reporting unregistered sales of equity securities as of September 10, 2025. The filing details the company's incorporation in Nevada and provides its principal executive office address in Beverly Hills, California.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of unregistered equity securities.

Risk Assessment

Risk Level: medium — Unregistered sales can signal financial distress or a need for capital, potentially leading to dilution and increased risk for investors.

Key Numbers

• 0001932213 — Central Index Key (Unique identifier for the filer)
• 84-3870355 — I.R.S. Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Blue Chip Capital Group, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• 269 South Beverly Drive, Suite 373, Beverly Hills, CA 90212 (address) — Principal executive offices
• September 10, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $300,000 — ate investor in the principal amount of $300,000, of which $250,00 was held in escrow pe
• $250,00 — principal amount of $300,000, of which $250,00 was held in escrow pending certain even
• $250,000 — he agreement by the investor to release $250,000 from escrow, the Company issued 1,000,0
• $485,000 — rtible notes in the principal amount of $485,000. Each of these notes bear interest at 1
• $0.50 — st at 10% per annum, are convertible at $0.50 per share and are due nine months from

Filing Documents

• form8-k.htm (8-K) — 34KB
• 0001493152-25-017675.txt ( ) — 192KB
• bccg-20250910.xsd (EX-101.SCH) — 3KB
• bccg-20250910_lab.xml (EX-101.LAB) — 33KB
• bccg-20250910_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 10, 2025 Blue Chip Capital Group, Inc. (Exact name of registrant as specified in its charter) Nevada 333-273760 84-3870355 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identifiacation No.) 269 South Beverly Drive , Suite 373 , Beverly Hills , CA 90212 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 402 - 960-6110 N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Item 3.02 Unregistered Sales of Equity Securities. Blue Chip Capital Group, Inc. (the "Company") disclosed in its Quarterly Report for the period ended February 28, 2025, the issuance on February 7, 2025 of a convertible note to a private investor in the principal amount of $300,000, of which $250,00 was held in escrow pending certain events. In connection with the agreement by the investor to release $250,000 from escrow, the Company issued 1,000,000 shares of common stock to the investor on March 27, 2025, and an additional 1,000,000 shares of common stock were issued to the investor on April 28, 2025. During the period from April 9, 2025, through September 4, 2025, the Company issued 3,620,000 shares of common stock to private investors in connection with the issuance of six convertible notes in the principal amount of $485,000. Each of these notes bear interest at 10% per annum, are convertible at $0.50 per share and are due nine months from the dates of issuance. The above-referenced shares issued in connection with the convertible note transactions were issued in reliance on Rule 506(b) of Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). During the period from March 1, 2025, through September 1, 2025, the Company issued to officers, key employees and other service providers a total of 4,260,000 shares of common stock. These shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Act of 1933. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 9, 2025 Blue Chip Capital Group, Inc. /s/: James C. DiPrima Name: James C. DiPrima Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR