BCCG 10-K & 10-Q changes, risk factors and insider trading

Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this Form 10-K10-K. and the disclosures contained in our registration statement on Form S-1 that was declared effective by the SEC on December 1, 2023 (the “Registration Statement”), before you decide to purchase the Units offered pursuant to the Registration Statement. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business, business prospects, results of operations or financial condition. Any of the risks and uncertainties set forth herein, could materially and adversely affect our business, results of operations and financial condition.

The Company’s IPOunit Offeringoffering thisunder its registration statement is a “best effort offering,” investorsand whothere invest initially willcan be subjectno toassurance regarding morethe risk thanamount laterof investors.proceeds raised.

PursuantThe to ourCompany’s Registration StatementStatement, which was declared effective by the SEC on December 1, 2023, andprovides subjectfor tothe raise on a required“best efforts” post-effective amendment that must be filed with and be declared effective by the SEC containing the audited financial statementsbasis of the Company for its fiscal year-ended May 31, 2025, and any applicable interim financial statements, we are seeking to raise gross proceeds of up to $20,000,000 from the sale of 10,000,000 Units, each consisting of one share of common stock and one common stock purchase warrantwarrant, the “Offering”), at an Offeringoffering price of $2.00 per Unit (not including an additional $25,000,000 if all of the Warrantswarrants are exercised at the Warrant Exercise Price of $2.50,exercised, of which there can be no assurance).assurance, Thisnor does notit include any commissions that may be payable to placement agents, if any, which amount cannot be determined at present butagents which will not exceed 9% of the gross proceeds of the Units sold as a direct result of the efforts of the placement agents.agents). Before the Company is able to raise any proceeds from the Registration Statement, a post-effective amendment must be filed with and be declared effective by the SEC containing the audited financial statements of the Company for its fiscal years ended May 31, 2026, and 2025, and any applicable interim financial statements. Our net proceeds from the Offeringoffering will be used principally: (i) to expand our crowdfunding operations, operations, including opening in new markets, in addition to the United States, Sweden, Morocco and Brazil (pending Brazil’s license application/approval process) and elsewhere principally in Europe; (ii) to fund the acquisition of US Petrochemical, subject to the agreement with US Petrochemical to waive the January 31, 2025 termination date, of which there can be no assurance; (iii) to pay the expenses of the Unit Offeringoffering including any placement agent fees; (iviii) for working capital and general corporate purposes;offering andunder (v)our toRegistration fund growth initiatives, including other potential future acquisitions, if any. See “Description of Securities – Unit Offering.” Because thisStatement is a “best effortefforts offering” Offering,with no minimum amount required, the Company will be able to use proceeds as funds are raised and, as a result, earlier investors invest in this Offering, thehave a greater degree of risk they will incur.risk. For example, if the Company raises an immaterial amount, investors will be subject to greater risk than if all or substantially all of the Units are sold and gross proceeds of at least $5,000,000 or up to $20,000,000 is raised. If we do not raise a substantial amount of proceeds from the Offering,offering, we may not have sufficient working capital to be able to carry out our business plan including any possible acquisitionacquisitions ofor USany Petrochemical. other business expansion plans we may develop. In that event, we will be required to seek other financing, either debt or equity or a combination thereof, which, if available, of which there can be no assurance, may be very dilutive and expensive or be at terms and conditions not acceptable to the Company. There can be no assurance that we will be successful in selling Units or that our Units, Common Stock and Warrants may become subject to quotation of the OTCQB or that we will become eligible for listing on any NASDAQ or NYSE Exchanges.Units.

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that to continue as a going concern we will need approximatelyan estimated $250,000 to $400,000$2,500,000 per year simply to cover the administrative,general and administrative expenses, including legal and accounting fees, assumingamong others, based upon our general and administrative expenses for the completionCompany’s ofmost therecent USfiscal Petrochemical, ofyear-ended whichMay there31, can2026. be no assurance whatsoever, notwithstanding any positive cash frow from operations that US Petrochemical may generate. We plan to fund these expenses primarily through cash flow from operations, if and when we generate positive cash flow, of which there can be no assurance, the sale of restricted shares of our Commoncommon Stock,stock, and the issuance of convertible notes, as well as funds raised from our Offering, offering, if successful, of which there can be no assurance, which Offeringoffering will not commence until the Company’s planned post-effective post-effective amendment to its Registration Statement is filed with and declared effective by the SEC.

To date, our operations have been funded entirely from the proceeds from the private sale of equity and the issuance to private accredited investors of notes, including convertible notes, to private accredited investors, as well as loans from our management and founders. We currently anticipate that our available capital resources will be insufficient to meet our expected working capital and capital expenditure requirements for the near future. We anticipate that we will require an additional $2,000,000$2,500,000 during the next twelve months to fulfil our business planplan. plus anHowever, additional $7,000,000 or such other agreed amount to fund the potential acquisition of US Petrochemical, of which there can be no assurance. However, such resources may not be sufficient to fund the long-term growth of our business. If we determine that it is necessary to raise additional additional funds, we may choose to do so through strategic collaborations, licensing arrangements through our “White Labeling” (defined herein as our source code and intellectual property) strategy, public or private equity or debt financing, a bank line of credit, or or other arrangements.

The Company isthrough aits holdingRaisewise companyUSA thatsubsidiary has developed and owns intellectual property developed by Raisewise USA and held nominallyunder license by its wholly owned and majority majority owned subsidiaries, Raisewise Sweden, Raisewise Morocco and Raisewise Brazil. This intellectual property consists primarily of source code, maintenance contracts, the Raisewise brand and trademark and associated technologies. BlueWe Chipalso willhope to monetize itsour Raisewise intellectual property through Franchisefranchise contracts, as further described herein. By owning the source code, the Company believes it will be able to develop new platforms and opportunities, including White Labeling opportunities,opportunities aroundinternationally theand globe topotentially franchise to new clients to furthermonetize monetize the Company’sRaisewise assets.IP.

We have a very limited operating history; it is difficult to evaluate our business and future prospects and increases the risks associated with with investment in our securities.

We only have a very limited history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiarysubsidiary’s operations as well as our subsidiaries in Sweden, Morocco and Brazil. We planhave submitted Raisewise USA’s application to resubmit a crowdfunding application with FINRA through its Funding Portal Gateway for our Raisewise USA crowdfunding subsidiary,FINRA, which application willis followbeing registeringupdated withto themeet SECFINRA’s dedicated page platform requirements. Similar filings asare arequired fundingfor portal.crowdfunding Becauseapprovals ofin ourSweden, limited operating history, investors may not have adequate information on which they can base an evaluation of our businessMorocco and prospects.Brazil from their countries’ respective regulatory authorities. Investors should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its early stage, many of which are beyond our control, including unanticipated research and development expenses, employment costs, and administrative expenses. We cannot assure ourany potential investors that our proposed business plans aswill described herein will materialize or prove successful, or that we will be able to finalize development of our products or operate profitably. We may not be successful in addressing these and other challenges we may face in the future, and our business and future prospects may be materially and adversely affected if we do not manage these and other risks successfully.successful. Given our limited operating history, we may be unable to effectively implement our business plan execute our plan, including our plan to acquire an operating company, which could materially harm our business or cause us to scale down or cease our operations.

We are a development stage company and since inception, have suffered losses from development stage activities to date, are dependent upon the success of our capital raise from our IPOregistered mayoffering need(which is subject to a post-effective amendment being filed with and declared effective by the SEC, of which there can be no assurance) and we require additional capital. We have experienced net losses in each fiscal quarter since our inception and as of the fiscal year ended May 31, 2025,2026, have an accumulated deficit of $8,256,213.$30,906,827. As a result of these factors, factors, our independent auditors have included an explanatory paragraph in their opinion for the year ended May 31, 2025,2026, and 20242025 as to the substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which contemplate that we will continue to operate as a going concern. Our financial statements do not contain any adjustments that might result if we are unable to continue as a going concern.

We are subject to extensive regulation and failure to comply with such regulation could have an adverse effect on our business. FurtherFurther, our subsidiary, Raisewise USA subsidiary, upon being registered with FINRA will be registered as a funding portal and regulated entities such as us are oftenentity subject to FINRA fines.authority and potential fines and other penalties for regulatory violations that may occur. In addition, some of the restriction and rules on our subsidiary could adversely affect and limit some of our business plans.

Under our current structure, we believe we are not required to register as a broker-dealer under federal and state laws. Further, none of our officers or our chairman has previous experience in securities markets or regulations or has passed any related examinations or holds any accreditations. We comply with the rules surrounding funding portals and restrict our activities and services so as to not be deemed a broker-dealer under state and federal regulations, see “the disclosure under Business –subcaptions Government“Regulation Regulations.Crowdfunding” and However,“Regulation if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including finesA and rescission offers.Regulation Further,D; weBroker-Dealer mayRegistration be required to register as a broker-dealer, which would increase our costs, especially our compliance costs. If in those circumstances we decided not to register as a broker-dealer or act in association with a broker-dealer in our transactions, we may not be able to continue to operate under our current business model.Requirements.”

Under the Securities Act and the Exchange Act, issuers making offerings through our funding portal may be liable for including untrue statements of material facts or for omitting information that could make the statements made misleading. This liability may also extend in Regulation Crowdfunding offerings to funding portals, such as our subsidiary. There may also be circumstances in which we are held liable for making misleading statements in connection with Regulation A and Regulation D offerings. See “Regulation – Regulation Crowdfunding – Liability” and “Regulation – Regulation A and Regulation D – Liability.” Even though due diligence defenses may be available, there can be no assurance that if we were sued, we would prevail. Further, even if we do succeed, lawsuits are time consuming andas expensive,well as expensive and being a party to such actions may cause us reputational harm that would negatively impact our business.

All of currentthe Company’s planned services are variantsinvolve on one type of service, providing a Crowdfunding platform for online capital formation.formation through Ourits USA and foreign subsidiaries. Any revenues arethat therefore we generate will be wholly dependent upon the market for online capital formation and our ability to compete in and comply with the regulatory requirements in each such market.

Risks Related to the Company’s Offering and Ownership of the Units, Common Stock and the WarrantsSecurities

The Company is a “controlled company,” which is defined to be a company of which more than 50% of the voting power is held by an individual, group or another company. A “Control Person” means any Person or Persons (as defined under Section 2(a)2 of the Act)person that possesses directly or indirectly, the power to direct or cause the direction of the management and policies ofof, such Person, whether through the ownership of voting securities or contract or otherwise. Joseph Richard Moran, our COOCo-COO and founder, is the control person of NM & RM Corp. and Titan Ventures, Inc.Inc., which respectively own 28,125,000 shares and 25,000,00021,550,000 shares (or a combined total of 53,125,00049,675,000 shares) of the Company’s 93,919,400109,051,587 outstanding shares of Commoncommon Stock,stock, representing approximately 56.5%45.5% of the presently outstanding Commoncommon Stock.stock. In addition, RN & NM Corp. and Titan Ventures, Inc. each own 333,333 shares of Series A Voting Preferred Stock, representing 66.67% of the 999,999 outstanding shares of Series A Voting Preferred Stock. The remaining 333,333 shares of Series A Voting Preferred Stock are owned by Ocean Prospect Limited.Limited, which is also a founder but is unaffiliated with Mr. Moran. The holders of the shares of Series A Voting Preferred Stock are entitled to sixty-eight (68%) percent of the total votes on all such matters subject to stockholder vote, regardless of the actual number of shares of Commoncommon Stockstock then outstanding, from time to time. In addition, Mr. Moran, by virtue of his control of 666,666 shares of Series A Voting Preferred Stock through NM & RM Corp. and Titan Ventures, Inc., representing 66.67% of the 999,999 outstanding shares of Series A Voting Preferred Stock, will have voting rights to an additional 63,865,19272,704,693 votes, representing a total of 116,990,192122,379,693 votes of the total voting rights of 157,984,592162,138,871 shares of voting capital stock, which includes the voting rights of Mr. Moran’s control of 666,666 shares of Series A Voting Preferred Stock and the remaining 333,333 shares of Series A Voting Preferred Stock,Stock resultingowned inby Mr.Ocean Moran’s control of approximately 74.1%% of the total voting capital stock of the Company.Prospect.

As a result of Mr. Moran’s ownership, through NM & RM Corp. and Titan Ventures Inc.Inc., of 53,125,00049,675,000 shares of Commoncommon Stockstock and 666,666 666,666 shares of Series A Voting Preferred Stock, Mr. Moran may be deemed to be a “Control Person” of the Company, which means any Person or PersonsCompany (as defined under Section 2(a)(2) of the Act)Act, thatby possessesvirtue directlyof orhis indirectly,control theof powerapproximately to direct or cause the direction75.5% of the management and policies of such Person, whether through the ownership oftotal voting securitiescapital or contract or otherwise. Mr. Moran is deemed to be a “Control Person”stock of the Company, as defined under Section 2(a)2 of the Act.Company.

BecauseTo date, we have had no torevenues date, nonor any assurance when or if we will have revenues from operations,operations. As a result, we need to secure ongoing funding to cover expenses. If we are unable to obtain adequate additional financing, we may not be able to successfully market and sell our products, our business operations will most likely be discontinued, and we will cease to be a going concern. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock or other securities, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.

To date, there has been no trading in any of our securities, including our Units, Commoncommon Stockstock or Warrants. We believe this potential volatility, ifIf and when a trading market develops, of which there can be no assurance, any volatility may be caused, in part, by variations in our quarterly operating results, results, delays in development of our markets for crowdfunding, changes in market valuations of similar companies, our ability or inability to successfully complete any business combination transactions and the volume of our stock in the market.

The number of authorized but unissued shares of Commoncommon Stockstock may result in management implementing anti-takeover procedures by issuing new securities.

The proportion of 306,080,600290,948,413 unissued but authorized shares of Commoncommon Stockstock compared to the 93,919,400109,051,587 presently issued shares of Commoncommon Stockstock (prior to the any shares of common stock issued pursuant to out IPOS-1 Offering,offering, shares underlying the warrants issued as part of the Units in the IPO Offeringoffering and shares underlying the warrants already outstanding that were issued to private investors) could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances of Commoncommon Stockstock that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of Commoncommon Stockstock unless required by law or any rules or regulations to which we are subject.

Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our Common Stock.common stock.

We are authorized to issue 400,000,000 shares of Commoncommon Stock,stock, of which 71,875,00067,925,000 shares of Commoncommon Stockstock are presently owned by toour ourfounders founders and a total of 93,919,400109,051,571 shares are outstanding as of NovemberAugust 3,24 2025,2026, including our founders’ shares. In addition, as of May 31, 312026, and August 31,24, 2025,2026, a total of 1,320,2208,570,000 and 1,700,00037,570,000 warrants, respectively, were outstanding. The Company has issued and sold shares of Commoncommon Stockstock and issued convertible notes that included warrants in private transactions to non-affiliate “accredited investors” in reliance upon the exemptions under Regulation D andand, to a lesser extent, under Regulation S promulgated by the SEC under the Securities Act and Section 4(2) of the Securities Act. Additional shares may be issued by the Company upon the conversion of convertible notes and/or exercise of any outstanding warrants issued to these accredited investors or to be issued by the Company in the future,future or otherwise authorized for issuance by our board of directors, from time-to-time, without further stockholder approval. The issuance of large numbers of shares of Commoncommon Stock,stock, possibly at below market prices, or warrants having exercise prices below market prices, is likely to result in dilution to the interests of other stockholders, which may be substantial. In addition, issuances of large numbers of shares may adversely affect the market price of our Common stock.

The Company has yet to generate revenue from its operations duringfrom inception through the fiscal year ended May 31, 2025,2026, nor throughor the three-monthinterim period ended August 31,28, 2025, and it has not had any revenue since inception November 27, 2019.2026. In order for the Company to maintain and expand its operations through the next 12 months, it may be required to: (1)i successfully raise capital from its pending Registration Statement, if and when itits post-effective amendment is filed with and declared effective by the SEC; and/or (2ii) continue to raise through capital infusions through theprivate issuancesale. of other equity and/or debt securities,securities. There can be no assurance that the post-effective amendment to the Registration Statement will be declared effective by the SEC or the length of atime minimumsuch approval will be obtained, if ever. Furthermore, there can be no assurance that the Company will be able to continue to raise capital through private sale of $1 millionequity and/or updebt tosecurities $5at million.acceptable terms, if at all.

The Company incurred net losses for the years ended May 31, 2025,2026, and 20242025 of ($5,693,136$22,650,614) and ($1,256,667$5,693,136) respectively. Cumulative losses since inception through May 31, 20252026 are $(8,256,21330,906,827). The Company has net negative working capital at its fiscal year ended May 31, 2025 2026 of ($609,363.$3,139,122).

During the yearfiscal years ended May 31, 2026 and 2025, the Company raised $1,305,000 and $651,0000 from private securities offerings,offerings. These private offering principally involvinginvolved the issuance and sale of convertible notes, notes to third-party “accredited investors,investors” (as that term is defined under Rule 501 of Regulation D promulgated by the Commission SEC under the Act, as compared to $264,825 during the same period of the prior year, which sales were madeAct) in reliance upon Regulation S promulgated by the Commissionexemption under theRule Act.506(b) of Regulation D. The Company reasonably believes that it will be able to continue to raise capital from sales of restricted securities to third-party investors and from advances from related parties. However, the Company has no current arrangements or commitments from third-party investors or related parties nor can there be any assurance that the Company will be able to continue to support its operations through private offerings of its securities or advances from related parties on a long term basis. The Company will be dependent upon the raise of equity capital from the public Offeringoffering under it effective Registration Statement, provided that it files and has declared effective by the SEC a post-effective amendment to the Registration Statement. There can be no assurance that the Company will be successful in raising sufficient proceeds from this Offeringoffering or the amount of proceeds that are actually raised under the Registration Statement, assuming that the post-effective amendment is filed with and declared effective by the SEC.

Reference is made to the disclosure under “BUSINESS-TheItem 1. Business-The Company’s Raisewise Business Plan” above. Despite its limited cash resources, the Company has been able to retain engineering, consulting, legal and accounting personnel partially through the raising of interim working capital from related party advances and private sales of securities to accredited investors, notwithstanding the fact that the Company has substantial Commitments for Capital Expenditures.

TheSubstantial doubt has not been alleviated, however the Company believes that it possesses the ability to meet requirements in the short-term (the next 12 months from the most recent fiscal period ended May 31, 2025) as well as in the long-term (beyond the next 12 months).

Operating expenses incurred for the year ended May 31, 2025,2026, were $5,693,136$21,739,600 compared to operating expenses of $1,256,667$5,620,970 for the year ended May 31, 2024, 2025, an increase of $4,436,469,$16,118,630. whichThis isincrease was principally due the increased compensation expenses associated with professional and consulting services, including legal and accounting feesfees, related to the fees related to the Company’s reporting obligations with the SEC under the Exchange Act, the RaisewiseFINRA USAForm 211 application process and itsthe non-U.S.subsidiaries regulatory application processes with their respective jurisdictionsprocesses, and the general and administrative expenses associated with being a smallreporting public company.

The Company used $653,350$1,305,393 inon operating activities for the fiscal year ended May 31, 2025,2026, compared to $263,840$653,350 duringfor the same period of the prior fiscal year.year ended May 31, 2025. The increase is due to general and administrative expenses related to legal and accounting fees during the fiscal year year ended May 31, 2025,2026, as discussed under Operating Expenses above.

The Company received $651,000$1,305,000 provided by financing activities during the fiscal year ended May 31, 2025,2026, compared to $264,825$651,000 provided by by financing activities during the fiscal year ended May 31, 2024.2025. The increase is due to the sale of restricted securities, principally related to the issuance and sale of convertible notes to accredited investors in reliance on Reg D, Rule 506(b) during the year ended May 31, 2025..

While our significant accounting policies are more fully described in Note 3 – Summary of Significant Accounting Policies to our consolidated financial statements, we believe that certain of these policies and estimates are deemed critical, as they require management’s highest degree of judgment, estimates and assumptions. We have discussed these accounting policies and estimates with the Audit Committee of our Board of Directors. We believe our most critical accounting policies and estimates are as follows:

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 Equity – Based Payments to Non-Employees (“ASC 505-50”). Measurement of share-based payment transactions with non-employees are based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier performance commitment date or performance completion date. ForDuring stock-basedthe transactions,year ended May 31, 2025,2026, the Company issued common shares in exchange for services atrendered. anThe establishedfair marketvalue of shares issued during the first three quarters was measured using a share price of $2.00 per share. For shares issued during the fourth $2,00quarter, discounted.the Company utilized a share price of $0.50 per share based on the fair value of the Company’s common stock at the respective issuance dates.

The Company’s is dependent upon the success of its initial public offering (IPO) under a registration statement on Form S-1 that was was declared effective by the SEC on December 1, 2023. In order to raise these proceeds under our effective IPO registration statement, statement, we will have to file a post-effective amendment to this registration statement or, in the alternative, file a new registration statement statement that either of which must be reviewed by the SEC prior to its being declared effective. The IPO is a best effort offering of Units , at an offering price of Units$2.00 per Unit. We are seeking to raise gross proceeds of up to $20,000,000 from the sale of the Units pursuant to our registered IPO,Units, not including an additional $25,000,000 if all of the Warrants were exercised at the warrant exercise price of $2.50, of which there wascan be no assurance. The Company presently plans that the net proceeds from the IPO, after placement agent fees, if any, and other expenses, will be used principally to: (i) expand our crowdfunding operations, including opening in new markets, in addition to the United States, Sweden, Morocco and in Brazil and elsewhere in Europe; (ii) pay the expenses of the offering including any placement agent fees; (iii) for working capital and general corporate purposes; (iv) fund the $7 million acquisition of US Petrochemical pursuant to a letter of intent dated August 24, 2024, as reported in the Company’s Form 8-K/A filed with the SEC on September 11, 2024, subject to the mutual agreement between the Company and US Petrochemical to waive the January 31, 2025 termination date; and (v) fund growth initiatives, including other potential future acquisitions.

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that to continue as a going concern we will need at least $2,000,000 per year simply to cover the administrative,general and administrative expenses, including legal and accounting fees, among others, based upon our general and administrative expenses of approximately $375,000 $265,000 and $1,125,000 for the quarterthree and nine month periods ended NovemberFebruary 30,28, 2025.2026. We plan to fund these expenses primarily through cash flow from operations, if and when we generate positive cash flow, of which there can be no assurance, the sale of restricted shares of our Common Stock, and the issuance of convertible notes, advances from founders as well as funds raised from the offering, if successful, subject to our filing of a post-effective amendment being declared effective by the SEC, of which there can be no assurance. At present, we have no commitments from our founders to advance funds nor any commitments from third-party accredited investors to invest in the Company’s convertible notes.

Based on our audited financial statements for the fiscal years ended May 31, 2025, and 2024, and our interim financial statements for the period ended NovemberFebruary 30,28, 2025,2026, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. To date we have not generated any revenue from operations and have had to rely on the infusion of capital from our founders as well as the sale of debt and equity securities. There can be no assurance that we will, in fact, generate revenue in the near term, if ever, notwithstanding our expectations, nor can there be any assurance that we will be able to continue to raise funds from the sale of debt or equity securities to private investors.

We only have a very limited history, having been organized under the laws of Nevada on November 27, 2019,history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiary’s operations as well as our subsidiaries in Sweden, Morocco and Brazil. We also have preparedsubmitted ourRaisewise USA’s formalapplication documentation for our planned filings withto FINRA, awhich prerequisiteapplication for ouris Raisewisebeing USAupdated crowdfundingto subsidiarymeet andFINRA’s similardedicated page platform requirements. Similar filings are required for crowdfunding approvals filing forin Sweden, Morocco and Brazil withfrom thesetheir countries’ respective regulatory authorities. Because of our limited operating history, any potential investors in our IPO, which is subject to a post-effective filing requirement, may not have adequate information on which they can base an evaluation of our business and prospects. Investors should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its early stage, many of of which are beyond our control, including unanticipated research and development expenses, employment costs, and administrative expenses. expenses. We cannot assure any potential investors that our proposed business plans will materialize or prove successful. Given our limited operating history, we may be unable to effectively implement our business plan execute our plan, including our plan to acquire an operating company, which could materially harm our business or cause us to scale down or cease our operations.

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that to continue as a going concern we will need approximately $500,000$2,000,000 toor $1,500,000more per year simply to cover the administrative, legal and accounting fees. We plan to fund these expenses primarily through cash flow from operations, if and when we generate positive cash flow, of which there can be no assurance, the sale of restricted shares of our Common Stock, and the issuance of convertible notes, as well as funds raised from our IPO if successful, of which there can be no assurance, which offering will not commence until the Company’s planned post-effective amendment to its Registration Statement is filed with and declared effective by the SEC.

We are a development stage company and since inception, have suffered losses from development stage activities to date, are dependent upon the success of our capital raise from our IPO, subject to a post-effective amendment being filed with and declared effective by the SEC, of which there can be no assurance, in order to fulfill our business plan. We have experienced net losses in each fiscal quarter since our inception and as of the quarterly period ended NovemberFebruary 30,28, 2025,2026, have an accumulated deficit of $22,286,548.$25,552,788.

We currently have not commenced any significant active operations in any of our subsidiaries and expect to continue to incur losses for the foreseeable future. Unless we can be successful in starting Crowdfunding operations and raise the capital necessary to complete the acquisition of US Petrochemical, assuming we successfully negotiate an extension of our letter of intent with US Petrochemical, of which there can be no assurance notwithstanding any positive communications to that end that we have had with representatives of US Petrochemical, we will not generate any revenues in the near term and we will continue to incur expenses related to our reporting obligations under the Securities Exchange Act of 1934. We will need to raise additional funds and such funds may not be available on commercially acceptable terms, if at all. If we cannot raise funds on acceptable terms, we may not be able to continue to execute our business plan, including our plan to acquire an operating companycompany, and inmay thebe extremerequired case,to liquidatecease the Company.operations.

The principal securities regulations that our Crowdfunding operations will be subject to, Regulation A and Regulation Crowdfunding, have only been in effect in their current form since 2015 and 2016, respectively. Raisewise’s ability to continueestablish toa penetratepresence theand marketcompete in these markets remains uncertain as potential issuer companies may choose to use different platforms or providers (including, in the case of Regulation A, using their own online platform), or determine alternative methods of financing. Investors may decide to invest their money elsewhere. Further, our potential market may not be as large, or our industry may not grow as rapidly, as anticipated. With a smaller market than expected, we may have fewer customers. Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer companies as well as investors, and favorable changes in the regulatory environment.

A “controlled company” refers to a company controlled by another entity or another person by owning more than 50% of the total voting shares. A “Control Person” means any Person or Persons (as defined under Section 2(a)2 of the Act) that possesses directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or contract or otherwise. Joseph Richard Moran, our Chief Operating Officer and a founder, and who is married to Shani Moran, a director, is the control person of NM & RM Corp. and Titan Ventures, Inc., which respectively own 28,125,000 shares and 25,000,000 shares (or a combined total of 53,125,000 shares) of the Company’s 96,486,900 presently outstanding shares of Common Stock, representing approximately 55.1%54% of the outstanding Common Stock. In addition, RN & NM Corp. and Titan Ventures, Inc. each owns 333,333 shares of Series A Preferred Stock, representing 66 and 2/3% of the 999,999 outstanding shares of Series A Preferred Stock. The holders of the shares of Series A Preferred Stock are entitled to sixty-eight (68%) percent of the total votes on all such matters subject to stockholder vote, regardless of the actual number of shares of Series A Voting Preferred Stock then outstanding. As a result. Mr. Moran is deemed to be a “Control Person” of the Company, as defined under Section 2(a)2 of the Act.

Blue Chip Capital Group, Inc., a Nevada corporation (the “Company”) owns subsidiaries that operate independently but are accretive to one another under the name Raisewise USA, Inc., a New York corporation.Raisewise. We arehave establishingestablished a portfolio of wholly and majority owned subsidiaries in different foreign jurisdictions to provide crowdfunding services in their respective markets.markets, as follows: (i) Raisewise USA, Inc., a 100% owned New York corporation; (ii) Raisewise Sweden AB, an 80% owned Swedish entity; (iii) Raisewise Morocco SARL, a 100% owned Moroccan entity; and (iv) Raisewise Brasil LTDA, a 95% owned Brazilian entity.

The Company has yet to generate revenue from its operations during the fiscal year ended May 31, 2025, nor through the six-monthnine-month period ended ended NovemberFebruary 30,28 2025,,2026, and it has not had any revenue since inception November 27, 2019. In order for the Company to maintaincontinue to fund its business operations and expand establish operations and grow the operations of its operationssubsidiaries through the next 12 months, it may be required to: (1) successfully raise capital from its pending registration statement, declared effective by the SEC on December 1, 2023, which must be updated with a post-effective amendment that mustto be filed with and declared effective by the SEC; and (2) continue to raise through capital infusions through the issuance of other equity or debt securities, of a minimum of $1$2 million,000,000 or more. There can be no assurance that the Company will be able to successfully raise such funds at terms and upconditions tothat $5are million.satisfactory, or at all.

The Company incurred a net loss for the three months ending NovemberFebruary 3028, 2025,2026, and NovemberFebruary 30,28, 2024,2025, of ($10,166,200$3,166,240) and ($84,042$1,377,044), respectively. Cumulative losses from inception through NovemberFebruary 30,28, 2026, are $(22,386,54825,552,788). The Company has negative working capital as of NovemberFebruary 28, 30, 20252026 of $(1,393,2691,800,272).

During the three and nine months ended NovemberFebruary 30,28, 2025,2026, the Company raised $235,000$100,000 and $955,000 from privatethe offeringsale of convertible notes to third-party accredited investor and $250,000 of a non-convertible note to a third-party accredited investor,investors, as compared to $0$530,000 and $565,000 during the samethree periodand nine month periods of the prior year,year. The whichissuance and sales of convertible notes and restricted securities to private accredited investors were made in reliance upon Rule 506(b) of Regulation D promulgated by the CommissionSEC under the Act.

Results of Operations for the Three Months Ended NovemberFebruary 30,28, 2025,2026, compared to the Three Months Ended NovemberFebruary 30,28, 2024.2025.

Operating expenses incurred for the three months ended NovemberFebruary 30,28, 2025,2026, were $9,913,463$3,470,680 compared to operating expenses of $84,042$1,286,219 for the three three months ended NovemberFebruary 30,28, 2024,2025, an increase of $9,829,421,$2,184,461 which is principally due to the increased legal and accounting fees related related to thisthe RegistrationCompany’s Statementreporting ,obligations under the Securites Exchange Act of 1934, following the SEC having declared effective the Company’s registration statement under the Act on December 1, 2025, in addition to stock-based inducement expenseexpenses and Stock based stock-based compensation.

On NovemberFebruary 30,28, 2025,2026, the Company had a working capital deficit of ($1,393,269$1,800,272) compared to a working capital deficitsurplus of $(292,983)$17,313 at February November 30,28, 2024.2025.

The Company used $855,116$955,353 in operating activities for the sixnine months ended NovemberFebruary 30,28, 2025,2026. compared to $28,724$567,993 during the same period of the prior fiscal year. The increase is due to general and administrative expenses related to legal and accounting fees during the six nine months ended NovemberFebruary 30,28, 2025,2026, as discussed under Operating Expenses above.

The Company received $855,000$955,000 provided by financing activities during the sixnine months ended NovemberFebruary 30,28, 2025,2026, compared to $36,000$566,000 provided by financing activities during the sixnine months ended NovemberFebruary 30,28, 2024.2025. The increase is due to the saleissuance of shares of equity and issuance and sale of convertible debt during the sixnine months ended NovemberFebruary 30,28, 2025.2026.