UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~July~~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 ~~Identification~~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~~ 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 43.~~01.~~02 ~~Changes~~Unregistered inSales ~~Registrant’s~~of ~~Certifying~~Equity ~~Accountant~~Securities.

~~On July 10, 2025, the Board of Directors of~~ Blue Chip Capital Group, Inc. (the “Company”) ~~approved~~disclosed in its Quarterly Report for the ~~engagement~~period ofended ~~Grassi &~~February ~~Co.~~28, ~~CPAs~~2025, ~~P.C.~~the ~~(“Grassi~~issuance on &February ~~Co.”)~~7, as2025 ~~the~~of ~~Company’s~~a ~~independent~~convertible ~~registered~~note ~~public~~to ~~accounting~~a ~~firm~~private ~~for~~investor in the ~~Company’s fiscal~~principal ~~years~~amount ~~ended~~of ~~May 31~~$300,000, ~~2025~~of ~~and~~which ~~2026~~$250,00 ~~including~~was ~~review~~held ofin ~~the~~escrow pending ~~Company’s~~certain ~~interim~~events. ~~quarterly~~In ~~financial~~connection ~~statements~~with ~~for~~the agreement by the ~~periods ending~~investor ~~August~~to 31release $250,000 ~~2025~~from ~~through~~escrow, ~~February~~the 28Company issued 1,000,000 shares ~~2026.~~of Incommon ~~connection~~stock ~~with~~to the ~~selection~~investor ofon ~~Grassi~~March &27, ~~Co.~~2025, ~~the~~and ~~Company~~an ~~accepted~~additional ~~the~~1,000,000 ~~resignation~~ shares of ~~Hudgens~~common ~~CPA~~stock ~~PLLC~~were ~~(“Hudgens”)~~issued asto the ~~Company’s independent registered~~investor ~~public~~on ~~accounting~~April ~~firm~~28, 2025.

~~The~~During ~~Company, in its Form 8-K filed with~~ the ~~SEC~~period onfrom ~~January~~April 309, 2025, ~~reported~~through ~~that~~September ~~on January 16~~4, 2025, the Company ~~approved~~issued ~~the~~3,620,000 ~~re-engagement~~ shares of ~~Hudgens~~common asstock ~~the~~to ~~Company’s~~private ~~independent~~investors ~~registered~~in connection ~~public~~with ~~accounting firm for~~ the ~~Company’s~~issuance ~~fiscal year ending May 31, 2025, including review~~ of ~~the~~six ~~Company’s~~convertible ~~interim~~notes ~~quarterly~~in ~~financial statements for~~ the ~~periods~~principal ~~ended~~amount ~~August~~of 31$485,000. ~~2024~~Each ~~and~~of ~~November~~these ~~30, 2024.~~notes Inbear ~~connection~~interest ~~with~~at ~~the~~10% ~~selection~~per annum, ofare ~~Hudgens,~~convertible ~~the~~at ~~Company~~$0.50 ~~accepted~~per ~~the~~share ~~resignation~~and ofare ~~Dan~~due ~~Barton,~~nine ~~CPA~~months asfrom the ~~Company’s~~dates ~~independent registered public accounting firm as~~ of ~~December 29, 2024~~issuance.

~~During~~The ~~the~~above-referenced ~~interim~~shares ~~periods~~issued ~~ended~~in ~~August~~connection ~~31,~~with ~~2024, November 30, 2024 and February 28, 2025 and through July 10, 2025,~~ the ~~date~~convertible ofnote ~~the~~transactions ~~engagement of Grassi & Co., there~~ were noissued ~~(1) disagreements (as defined~~ in ~~Item~~reliance ~~304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens~~ on ~~any~~Rule ~~matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure nor~~ 506(2b) ~~reportable events (as defined in Item 304(a)(1)(v)~~ of Regulation D ~~S-K).~~promulgated Weby ~~have~~the ~~delivered~~United aStates ~~copy~~Securities ~~of this Form 8-K containing disclosure under Item 4.01 to Hudgens CPA PLLC~~ and ~~requested~~Exchange ~~that it furnish to the~~ Commission ~~its~~under ~~letter regarding~~ the ~~disclosure~~Securities ~~Item~~Act ~~4.01 with respect to its firm. A copy~~ of ~~such~~1933, ~~letter is attached hereto~~ as ~~Exhibit~~amended 16(the “Act”).1.

~~The~~During ~~Company~~the ~~reported~~period infrom ~~its~~March ~~January 30~~1, 2025, ~~Form~~through ~~8-K~~September ~~that there were no (~~1), ~~disagreements~~2025, ~~(as~~the ~~defined~~Company inissued ~~Item~~to ~~304(a)(1)(iv)~~officers, ofkey ~~Regulation S-K~~employees and ~~related~~other ~~instructions)~~service ~~with~~providers ~~Dan~~a total ~~Barton CPA on any matter~~ of ~~accounting principles or practices~~4, ~~financial statement disclosure~~260, or000 ~~auditing~~shares ~~scope or procedure, which disagreements, if not resolved to the satisfaction~~ of ~~Dan~~common ~~Barton~~stock. ~~CPA,~~These ~~would~~shares ~~have~~were ~~caused~~issued ~~Dan~~in ~~Barton~~reliance ~~CPA~~on ~~to make reference to~~ the ~~subject~~exemption ~~matter~~from ofregistration ~~the~~pursuant ~~disagreement~~to inSection ~~their report for the fiscal year ended May 31, 2024, or~~ 4(~~2) reportable events (as defined in Item 304(~~a)(12)~~(v)~~ of ~~Regulation S-K). The Company also reported in its Form 8-K dated January 30, 2025 that~~ the ~~audit~~ ~~report~~Act of Dan Barton, CPA on the Company’s consolidated financial statements as of and for the year ended May 31, 2024, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles1933.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
16.1		Hudgens CPA PLLC Letter dated July 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 25, 2025
Dated: October 9, 2025
Blue Chip Capital Group, Inc.
/s/: James C. DiPrima
Name:	James C. DiPrima
Title:	Chief Executive Officer

Filing Compare · Blue Chip Capital Group Inc.