UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________________________to____________________________________

Commission file number: 333-273760

BLUE CHIP CAPITAL GROUP, INC.

Nevada		84-3870355
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification 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

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, par value $0.0001

(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 ☒ 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 ☐ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 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 preceding 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.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

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

	Large accelerated filer ☐	Accelerated filer ☐

	Non-accelerated filer ☐	Smaller reporting company ☒

		Emerging growth company ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐ 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 last 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. Not applicable. The registrant has not commenced trading and an application for trading symbols ~~will~~has bebeen filed ~~shortly~~and is pending with FINRA.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of November 153, ~~2024~~2025 was: 8093,~~841~~919,~~900~~400 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933: (i) Form S-1/A filed with the Commission on November 20, 2023; (ii) Form 8-K filed with the Commission on May 29, 2024; and (iii) Form 8-K/A filed with the Commission on September 11, 2024.

(i) Form S-1/A filed with the Commission on November 20, 2023;

Forward-Looking Information and Factors that May Affect Future Results			ii

Part I
	Item 1.	Business.	1
	Item 1A.	Risk Factors.	8
	Item 1B.	Unresolved Staff Comments.	21
	Item 1C.	Cybersecurity	21
	Item 2.	Properties.	21
	Item 3.	Legal Proceedings.	21
	Item 4.	Mine Safety Disclosures.	21

Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	22
	Item 6.	[Reserved].	22
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	25
	Item 8.	Financial Statements and Supplementary Data.	25
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	26
	Item 9A.	Controls and Procedures.	27
	Item 9B.	Other Information.	28
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	28

Part III
	Item 10.	Directors, Executive Officers and Corporate Governance.	28
	Item 11.	Executive Compensation.	30
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	30
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	32
	Item 14.	Principal Accounting Fees and Services.	32

Part IV
	Item 15.	Exhibits, Financial Statement Schedules.	33
	Item 16.	Form 10-K Summary

Signatures			34

~~(ii) Form 8-K filed with the Commission on May 29, 2024;~~i

~~(iii)~~CAUTIONARY NOTE ~~Form~~REGARDING ~~8-K/A~~FORWARD ~~filed~~LOOKING ~~with the Commission on September 11, 2024.~~STATEMENTS

Forward-Looking Information and Factors that May Affect Future Results			ii
Part I
	Item 1.	Business.	1
	Item 1A.	Risk Factors.	7
	Item 1B.	Unresolved Staff Comments.	19
	Item 1C.	Cybersecurity	19
	Item 2.	Properties.	19
	Item 3.	Legal Proceedings.	19
	Item 4.	Mine Safety Disclosures.	20
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	20
	Item 6.	[Reserved].	20
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	21
	Item 8.	Financial Statements and Supplementary Data.	22
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	22
	Item 9A.	Controls and Procedures.	23
	Item 9B.	Other Information.	23
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	23
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance.	23
	Item 11.	Executive Compensation.	25
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	25
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	26
	Item 14.	Principal Accounting Fees and Services.	27
Part IV
	Item 15.	Exhibits, Financial Statement Schedules.	27
	Item 16.	Form 10-K Summary	112
Signatures			28

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.

~~This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933~~Factors, ~~as amended (the “Act”)~~ ~~and~~among ~~Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)~~others, ~~including statements~~ that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those ~~differences~~expressed include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or toimplied ~~update the reasons why actual results could differ from those projected~~ in ~~the~~any forward-looking ~~statements. Investors should consult all of the information set forth in this report~~ ~~and~~statement the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.include:

~~Our business,~~● ~~operating~~the ~~results~~ability orto ~~financial~~raise ~~condition~~additional ~~could~~capital beand ~~materially~~continue ~~adversely~~as ~~affected~~a bygoing ~~any~~concern; of● the ~~following~~ability ~~risks~~to ~~associated~~proceed with ~~any~~ ~~one~~our IPO for the raise gross proceeds of up to $20,000,000 under our ~~businesses~~registered IPO registration statement declared effective on December 1, as2023, ~~well~~which aswill require a post-effective amendment; ● the ~~other~~accuracy ~~risks~~of ~~highlighted~~our ~~elsewhere~~estimates regarding expenses, future revenue, capital requirements and needs for additional financing; ● the scope of protection we are able to establish and maintain for our intellectual property rights covering our services and technology; ● the ability to compete in ~~this~~our ~~document.~~industry, ~~The~~including ~~trading~~against ~~price~~competitors that have significantly greater financial, technical and marketing resources than we do; ● the ability to obtain and maintain government or regulatory certification in the countries and regions where we will sell products or offer services; ● the ability to maintain key relationships; ● the impact of global economic and political developments on our business, including rising inflation and interest rates, capital market disruptions, bank failures, government shutdowns, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our development efforts as well as the value of our common stock ~~could decline~~and ~~due~~our ability to ~~any~~access capital markets; ● the implementation of ~~these~~our ~~risks.~~business ~~Note~~model ~~that~~and ~~references~~strategic toplans “for our”, ~~“us”~~business, ~~“we”~~products, “and technology; ● the ~~Company”~~impact of numerous laws and regulations that apply to us and compliance with these laws and regulations, ~~etc.~~ ~~used~~as they currently exist or as modified in ~~each~~the ~~risk~~future; ~~factor~~● ~~below~~the ~~refers~~ability to retain the ~~business~~continued ~~about~~service ~~which~~of ~~such~~our ~~risk~~key ~~factor~~personnel isand ~~provided~~to identify, hire and retain additional qualified professionals.

~~Our~~Additional ~~business~~factors isthat ~~subject~~might cause actual results and our current expectations and projections to ~~numerous~~differ materially include, among other things, those discussed under the section titled “Risk Factors,” as well as those discussed elsewhere in the Annual Report and the other risks detailed from time-to-time in our reports and registration statements filed with the Securities and Exchange Commission, or SEC. We intend that such forward-looking statements be subject to the safe harbors for such statements. These forward-looking statements are based on the current beliefs and expectations of our management and speak only as ~~described~~of the date of this Annual Report or, in ~~Item~~the 1Acase of documents referred to or incorporated by reference, the date of those documents. ~~Risk~~You ~~Factors~~should not place undue reliance on these forward-looking statements, which are subject to significant known and unknown risks, uncertainties and other factors, which are in some cases, beyond our control and which could materially affect results. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections.

AsExcept ~~used~~as inrequired ~~this~~by ~~Annual Report~~law, ~~unless~~we ~~the~~do ~~context~~not ~~otherwise~~undertake ~~requires,~~any ~~the~~obligation ~~terms~~to ~~the~~revise ~~“Company,”~~or ~~“we,”~~update ~~“us,” and~~publicly ~~“our”~~any ~~refer~~forward-looking statements, towhether ~~Blue~~as ~~Chip~~a ~~Capital~~result ~~Group,~~of ~~Inc.,~~new ~~a Nevada corporation~~information, ~~and~~future ~~its~~events ~~subsidiaries,~~or ~~collectively~~otherwise. ~~Each~~If ~~reference to~~we ado ~~fiscal~~update ~~year~~one inor ~~this~~more ~~Annual~~forward-looking ~~Report~~statements, no ~~refers~~inference toshould ~~the~~be ~~fiscal~~drawn ~~year~~that ~~ending~~we inwill ~~the~~make ~~calendar~~additional ~~year~~updates ~~indicated~~with ~~(for~~respect ~~example, fiscal 2024 refers~~ to ~~the~~those ~~fiscal~~or ~~year~~other ~~ended~~forward-looking ~~May 31, 2024)~~statements.

As used in this Annual Report, unless the context otherwise requires, the terms the “Company,” “we,” “us,” and “our” refer to Blue Chip Capital Group, Inc., a Nevada corporation, and its subsidiaries, collectively. Each reference to a fiscal year in this Annual Report refers to the fiscal year ending in the calendar year indicated (for example, fiscal 2025 refers to the fiscal year ended May 31, 2025).

PART I

Item 1. Business.

Blue Chip Capital Group, Inc., (the “Company”), ~~was~~a ~~originally~~development stage company, was incorporated in the State of Delaware on November 27, 2019, under the name of Blue Chip Financial Group Corp.. ItThe Company was subsequently redomiciled to the State of Nevada on December 17, 2020, with a name change to Blue Chip Capital Group, Inc.

The Company ~~is a development stage company that~~ has ~~created~~developed a Crowdfunding ~~platform~~platforms to provide individual or entity investors with access to ~~investment opportunities.~~a ~~The~~wide ~~Company’s~~array ~~business~~of ~~purpose~~private ismarket investment ~~to identify~~opportunities, ~~research~~identifying and ifevaluating ~~determined~~potential toinvestment ~~meet~~opportunities ~~the~~in ~~Company’s criteria,~~startups ~~acquire~~and anprivate ~~interest~~businesses, inamong ~~business opportunities available for the Company to leverage~~others. The Company is not ~~restricting~~limited ~~its business development criteria~~ to any specific business, industry, or geographical location. and ~~The Company~~ may inelect ~~fact~~to participate in a business ~~venture~~ventures of ~~virtually~~ any kind or nature soprovided ~~long~~ that its management believes the investments will be in the best interest of the Company and its shareholders ~~in an effort to build long-term shareholder value~~.

On June 15, 2020, the Company ~~organized~~formed Raisewise USA, Inc. as a wholly owned subsidiary, ~~Raisewise~~under ~~USA,~~the ~~Inc.,~~laws aof the State of New York ~~corporation~~. NoTo date, Raisewise USA no assets or liabilities ~~have~~ ~~been~~ recorded on its balance sheet, nor has the Raisewise USA subsidiary had any transactions since inception other than the Platform License and Management and Maintenance Services Agreements with the Company. The Raisewise USA subsidiary’s ~~purpose~~ purpose is to ~~create~~commercially aexploit the Crowdfunding platform ~~that~~to ~~provides~~provide individual and entity investors with access to investment opportunities. The Company owns 100% of this subsidiary.

On March 31, 2021, the Company organized another wholly owned subsidiary, Raisewise Morocco L.L.C. No assets or liabilities have been recorded on its balance sheet, nor has the subsidiary had any transactions since inception other than the Platform License and Management and Maintenance Services Agreements with the Company. The Raisewise Morocco subsidiary’s purpose is to ~~create~~commercially aexploit the Crowdfunding platform ~~that~~to ~~provides~~provide individual and entity investors with access to investment opportunities. The Company owns 100% of the subsidiary.

On May 21, 2021, the Company organized an additional subsidiary, Raisewise Sweden AB and subsequent to its organization, 20% ownership of this subsidiary was sold to Medcap LTD for $50,000. No assets or liabilities have been recorded on its balance sheet, nor has the subsidiary had any transactions since inception. other than the Platform License and Management and Maintenance Services Agreements with the Company. The Raisewise Morocco subsidiary’s purpose is to ~~create~~commercially aexploit the Crowdfunding platform ~~that~~to ~~provides~~provide individual ~~investors~~and entity investors with access to investment opportunities. The Company owns 80% of this subsidiary. ~~There have been no transactions at this time.~~

On May 29, 2023, the Company organized aanother ~~new~~ majority owned subsidiary, Raisewise ~~Brazil~~Brasil LTDA. No assets or liabilities have been recorded on its balance sheet, nor has the subsidiary had any transactions since inception. The subsidiary’s purpose is to create a Crowdfunding platform that provides individual investors with access to investment opportunities. The Company owns 95% of this subsidiary. ~~There~~and ~~have~~the ~~been~~remaining no5% ~~transactions~~is atowned ~~this~~by ~~time~~an unaffiliated Brazilian entity, MJA Consultoria e Participacoes LTDA, administered by Jore Aragao, a Brazilian attorney. To date, the Company has not finalized into a License Agreement or a Platform Management and Maintenance Services Agreement with Raisewise Brazil.

~~Our~~The Raisewise ~~platform~~Crowdfunding ~~operates~~platforms operate as a traditional crowdfunding platform with debt, equity, rewards and donations. The ceiling on money raises via crowdfunding platform in the U.S. was formerly USD $1,070,000, until the upper limit was raised in October 2020 to USD $5,000,000 over a 12-month period. Each investor can find projects that fit their particular business and investor needs, from USD $1,000 ~~projects~~ projects up to USD $5,000,000 and from simple personal loans to real estate equity investments, ~~for~~among ~~example~~other investment opportunities.

The Company’s Raisewise USA platform, operating through several wholly or majority owned subsidiaries in various U.S. and international jurisdictions, intends to compete in the market with companies such as:

● Crowdlustro.com ● Fundopolis ● Crowdfunz ● Republic.co ● Fundable

Each of these platforms are very diversified in the projects they fund. They all operate as a traditional crowdfunding business and their platforms will become our direct competitors with the same goal to facilitate the success of investment or projects.

The Company’s ~~Business~~Raisewise ~~Plan~~platforms will be operated through the Company’s wholly or majority owned subsidiaries in various U.S. and international jurisdictions. The Company’s Raisewise subsidiaries intend to compete with established crowdfunding companies, including, among others:

~~The Company~~● ~~has~~Crowdlustro.com ~~developed~~● ~~its~~Fundopolis ~~concept~~● ~~and~~Crowdfunz ~~business~~● plan for monetizing its intellectual properties, registering its Raisewise brand, funding projects and investors for the purpose of generating revenues and profits and profiting worldwide for its Crowdfunding platformsRepublic.co ~~As a~~● new start-up, there can be no assurance of market acceptance, ability to successfully compete with established companies with greater resources and established operating histories and generate significant revenues or profits, if ever.Fundable

ToThese ~~date,~~other ~~the~~crowdfunding ~~Company~~platforms ~~has~~with ~~set~~which upwe ~~entities,~~will ~~some~~compete ~~wholly~~are ~~owned~~all ~~and~~well ~~others,~~established ~~majority~~with ~~owned,~~longer inoperating ~~Sweden,~~histories ~~Morocco~~ and ~~Brazil~~significant ~~to operate in the Crowdfunding industry~~resources. ~~Each of these entities owns its platform. The first one established was Raisewise USA, which was incorporated~~ inThese ~~the~~advantages ~~State~~may ofadversely ~~New~~affect ~~York~~our ~~and~~ability isto ~~in the process of being registered and authorized as a Crowdfunding entity by the SEC and FINRA~~compete.

The Company’s ~~purpose is to launch platforms in the major countries worldwide and obtain authorizations from each local international financial market for authority to operate Crowdfunding platforms using the “~~Raisewise” ~~name.~~Business In additional to Raisewise USA, the Company has established Crowdfunding entities in Sweden and Morocco. Among other priority targeted areas, as a second stage, we plan to devote efforts to open Crowdfunding entities in the UK, France and Germany, with additional countries to be targeted thereafter.Plan

The Company’s ~~has~~business ~~devoted~~plan ~~more~~is ~~than~~to amonetize ~~year~~the toRaisewise ~~develop~~Crowdfunding ~~its~~platforms ~~own~~by ~~proprietary~~funding ~~source~~projects ~~code,~~for ~~designed~~individual toand ~~its~~entity ~~needs~~investors thereby ~~with~~generating ~~the~~revenues ~~capacity~~and ofprofits ~~modifying~~worldwide. As a new start-up, ~~adapting,~~ ~~transforming~~there ~~and~~can ~~improving~~be ~~its~~no ~~Crowdfunding~~assurance ~~platforms~~of ~~and~~market acceptance, ability to ~~adapt~~successfully compete ~~each~~with ~~platform~~established tocompanies ~~specific~~with ~~countries~~far greater resources and ~~markets~~established operating histories and generate significant revenues or profits, if ever.

ToThe ~~that~~Company ~~end~~is seeking to raise gross proceeds of up to $20,000,000 from the ~~Company~~sale ~~has~~of ~~also~~the ~~engaged~~Units ~~and~~pursuant ~~continued~~ to ~~identify~~our registered IPO under a registration statement on Form S-1 that was declared effective by the SEC on December 1, 2023, not including an ~~excellent~~additional ~~team~~$25,000,000 if all of ~~professionals~~the Warrants were exercised at the warrant exercise price of $2.50, ~~including~~of ~~consultants~~which there was no assurance (the “Registration Statement” or IPO”). In order to raise these proceeds under the Registration Statement, we will have to file a post-effective amendment to include, among other disclosure, updated audited financial statement through the Company’s fiscal year ended May 31, 2025 (included in this Annual Report on Form 10-K). This post-effective amendment is subject to review by and ~~service~~must be declared effective by the SEC, ~~providers~~prior to any capital raise. Our net proceeds from the IPO offering, if successful, will be used principally to: ~~work~~(i) ~~with~~expand our ~~management~~crowdfunding operations, ~~team~~ including ~~our~~opening ~~Chief~~in ~~Technical~~new ~~Officer~~markets, in addition to the United States, Sweden, Morocco and ~~financial~~recently ~~advisory~~in ~~board.~~Brazil ~~The~~(pending ~~Company~~Brazil’s license isapplication/approval process) and elsewhere; (ii) fund the 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 ~~developing~~September an11, ~~international~~2024, ~~web~~subject ~~marketing~~to ~~agency~~the mutual agreement between the Company and US Petrochemical to ~~globalize~~waive ~~our~~the ~~Crowdfunding~~January ~~network~~31, 2025 termination date, of which there can be no assurance; (iii) fund growth initiatives, including other potential future acquisitions; and (iv) for working capital and general corporate purposes.

~~The~~To date, the Company’s has established Raisewise ~~Subsidiaries~~Crowdfunding subsidiaries, either wholly or majority owned, in the United States, Sweden, Morocco and ~~Material~~Brazil ~~Terms~~to operate in the Crowdfunding industry. Each of ~~Contracts~~these subsidiaries has its own platform, duly licensed by the Company, except for the Brazil subsidiary, which license is pending final approval. The first one established was Raisewise USA, which was incorporated in the State of New York and is in the process of being registered and authorized as a Crowdfunding entity by the SEC and FINRA and plans to resubmit its application to FINRA in or around December 2025.

~~Raisewise~~The ~~USA~~Company’s ~~Inc.~~plan -is ~~Raisewise~~to ~~USA~~launch ~~Crowdfunding~~additional ~~License~~platforms ~~Agreement~~in ~~(“USA~~the ~~License~~major ~~Agreement”):~~countries ~~Pursuant~~worldwide, todependent ~~the~~upon: ~~USA~~(i) ~~License~~the ~~Agreement dated~~success ~~April~~of 1,capital ~~2022,~~raise under aour ~~copy~~IPO; ofand ~~which~~(ii) isour ~~attached~~ability asto ~~Exhibit~~obtain ~~10.2~~authorizations ~~hereto,~~from ~~Raisewise~~each ~~USA~~local ~~was~~international ~~granted~~financial ~~the~~market ~~rights~~for authority to ~~the Company’s~~operate Crowdfunding ~~Platform~~platforms ~~for~~using athe ~~term~~“Raisewise” ofname; 3among ~~years~~other factors. ~~The~~In ~~USA~~additional ~~License~~to ~~Agreement~~Raisewise ~~requires~~Crowdfunding ~~Raisewise~~entities in ~~USA~~Sweden, toMorocco ~~pay~~and toBrazil, ~~the~~among ~~Company~~other ~~the~~priority ~~sum~~targeted ofareas, ~~$50~~as a second stage,~~000.00 US~~ ~~(subject~~we plan to ~~collection~~devote ~~upon~~efforts ~~commencement~~to ofopen ~~operations)~~Crowdfunding entities asin ~~well~~the asUK, ~~royalties~~France ~~comprised~~and ofGermany, 2with additional countries to be targeted thereafter.5% ofThese ~~the~~efforts ~~gross~~are, ~~revenue~~of ~~derived~~course, ~~from~~subject ~~RaiseWise~~to ~~USA’s~~and ~~operation~~dependent ofupon the ~~Crowdfunding~~success ~~Platform.~~of ~~Raisewise~~our ~~USA~~capital israise aunder ~~100%~~our ~~owned~~IPO, ~~subsidiary~~ of ~~the~~which ~~Company~~there can be no assurance.

Raisewise USA Inc. - Crowdfunding Platform Management Services Agreement (“USA Platform Management Agreement”): Pursuant to the USA Platform Management Agreement dated April 1, 2022, a copy of which is attached as Exhibit 10.3 hereto, the Company was engaged to render certain defined management services to Raisewise USA for a term of 3 years. The USA Platform Management Agreement requires Raisewise USA to compensate the Company for management fees (3% of gross revenue), maintenance fees ($240,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise Sweden AB - Crowdfunding Platform License Agreement (“Sweden Platform License Agreement”): Pursuant to the Sweden Platform License Agreement dated April 1, 2022, a copy of which is attached as Exhibit 10.4 hereto, Raisewise Sweden was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The Sweden Platform License Agreement requires Raisewise Sweden to pay to the Company the sum of $30,000.00 US (subject to collection upon commencement of operations) as well as royalties comprised of 2.5% of the gross revenue derived from RaiseWise Sweden’s operation of the Crowdfunding Platform. Raisewise Sweden is a 80% owned subsidiary of the Company with the remaining 20% owned by an unaffiliated United States corporation., MedCap International Inc.

Raisewise Sweden AB - Crowdfunding Platform Management Services Agreement (“Sweden Management Services Agreement”): Pursuant to the Sweden Management. Services Agreement dated April 1, 2022, a copy of which is attached as Exhibit 10.5 hereto, the Company was engaged to render certain defined management services to Raisewise USA for a term of 3 years. The Agreement requires Raisewise Sweden to compensate the Company for management fees (3% of gross revenue), maintenance fees ($85,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

~~Raisewise~~The ~~Morocco~~Company ~~SARL~~has -devoted ~~Crowdfunding~~time ~~Platform~~and ~~License~~resources ~~Agreement~~toward ~~(“Morocco Platform License Agreement”): Pursuant to~~ the ~~Morocco Platform~~development ~~License Agreement dated April 1, 2022, a copy~~ of ~~which~~its isown ~~attached~~proprietary assource ~~Exhibit 10.6 hereto~~code, ~~Raisewise~~designed ~~Morocco was granted the rights~~ to ~~the~~its ~~Company’s~~needs ~~Crowdfunding~~with ~~Platform for a term of 3 years. The Agreement requires Raisewise Morocco to pay to~~ the ~~Company~~capacity ~~the sum~~ of ~~$30~~modifying,~~000.00~~ USadapting, ~~(subject~~transforming toand ~~collection~~improving ~~upon~~its ~~commencement~~Crowdfunding ofplatforms ~~operations)~~and asability ~~well~~to asadapt ~~royalties~~each ~~comprised~~platform ofto ~~2.5%~~specific ~~of the gross~~countries ~~revenue~~and ~~derived from Raisewise Morocco’s operation of the Crowdfunding Platform~~markets. ~~Raisewise Morocco is a 100% owned subsidiary of the Company.~~

~~Raisewise~~To ~~Morocco~~that ~~SARL~~end, -the ~~Crowdfunding~~Company ~~Platform~~has ~~Management~~also engaged and ~~Maintenance~~will ~~Services~~continued ~~Agreement (“Morocco Management Services Agreement”): Pursuant~~ to ~~the~~identify ~~Morocco Management Services Agreement dated April 1, 2022,~~ a ~~copy~~team of ~~which~~professionals, isincluding ~~attached~~consultants asand ~~exhibit~~service ~~10.7 hereto~~providers, ~~the Company~~ ~~was engaged~~ to ~~render~~work ~~certain~~with ~~defined~~our management ~~services to Raisewise Morocco for a term of 3 years~~team. The ~~Morocco~~Company ~~Management~~is ~~Services Agreement~~intent ~~requires~~on ~~Raisewise~~developing ~~Morocco~~an tointernational ~~compensate~~web ~~the~~marketing ~~Company~~agency ~~for~~to ~~management~~globalize ~~fees~~our ~~(3% of gross revenue)~~Crowdfunding network, ~~maintenance~~subject ~~fees~~to ~~($120,000.00 US/year)~~the ~~and~~success ~~set-up fees (5%~~ of ~~the~~its ~~gross~~capital ~~revenue~~raising ~~during the second year of operations)~~efforts.

Raisewise ~~Brasil~~Subsidiaries ~~LTDA - Raisewise Brasil LTDA was organized under the laws of Brazil on May 24, 2023~~ and isMaterial inTerms ~~the process~~ of applying with the Brazil securities authorities to operate as a crowdfunding entity in Brazil. To date, the Company has not entered into a License Agreement or a Platform Management and Maintenance Services Agreement with its new 95% owned subsidiary, nor can we predict the time frame for approval of such process.Contracts

Raisewise USA isInc. in- ~~the~~Raisewise ~~process~~USA ofCrowdfunding ~~finalizing~~License ~~its~~Agreement ~~application~~(“USA toLicense beAgreement”): aPursuant ~~FINRA~~to ~~regulated~~the ~~Regulation~~USA CFLicense ~~crowdfunding platform and has contracted with~~Agreement ~~North~~dated ~~Capital~~April 1, a2022 ~~registered~~(attached ~~broker~~as ~~dealer~~Exhibit 10.2 ~~Raisewise~~to ~~Sweden has~~ the FICompany’s ~~authorization~~Form toS-1/A ~~operate~~filed ~~debt~~with ~~and donations and is finalizing~~ the ~~plug-in~~Commission ~~for~~on ~~its~~August ~~payment~~7, ~~system~~2023), ~~The~~ Raisewise USA ~~Morocco~~was ~~platform~~granted isthe inrights ~~place~~to ~~while~~ the Company’s ~~awaits~~Crowdfunding ~~favorable~~Platform ~~developments~~for ina ~~Moroccan law~~term ~~pertaining to crowdfunding platform operations,~~ of ~~which~~3 ~~there~~years. ~~can be no assurance~~ The ~~Moroccan~~USA ~~crowdfunding~~License ~~law~~Agreement ~~(Law~~requires ~~number: 15.18;~~Raisewise ~~Decret~~USA ~~number~~to ~~Dahir:~~pay ~~1.21.24)~~to ~~which is pending finalization and publication, and~~ the Company ~~reasonably expects~~ the ~~law~~sum ~~to be enacted in or before the last calendar quarter~~ of ~~2023~~$50,000.00 ~~Accordingly,~~US ~~Raisewise~~(subject ~~Morocco~~to iscollection ~~preparing~~upon ~~its~~commencement ~~filing~~of ~~with~~operations) ~~the~~as ~~Moroccan~~well ~~financial authority, which, if approved, should establish the Company~~ as aroyalties ~~pioneer~~of in2.5% of the ~~Moroccan~~gross ~~crowdfunding~~revenue ~~space.~~derived Asfrom ~~noted about,~~ Raisewise ~~Brasil~~USA’s ~~is preparing~~operation toof ~~file its application with~~ the ~~Brazilian~~Crowdfunding ~~regulatory authorities~~Platform. ~~The~~Raisewise ~~timing~~USA ~~for~~is ~~the~~a ~~filings~~100% ~~and~~owned ~~approvals, if any when they~~subsidiary ~~occur,~~of ~~cannot~~the ~~be determined with any certainty at this time~~Company.

Raisewise USA Inc. - Crowdfunding Platform Management Services Agreement (“USA Platform Management Agreement”): Pursuant to the USA Platform Management Agreement dated April 1, 2022 (attached as Exhibit 10.3 to the Company’s Form S-1/A filed with the Commission on August 7, 2023), the Company was engaged to render certain defined management services to Raisewise USA for a term of 3 years. The USA Platform Management Agreement requires Raisewise USA to compensate the Company for management fees (3% of gross revenue), maintenance fees ($240,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise Sweden AB - Crowdfunding Platform License Agreement (“Sweden Platform License Agreement”): Pursuant to the Sweden Platform License Agreement dated April 1, 2022 (attached as Exhibit 10.4 to the Company’s Form S-1/A filed with the Commission on August 7, 2023), Raisewise Sweden was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The Sweden Platform License Agreement requires Raisewise Sweden to pay to the Company the sum of $30,000.00 US (subject to collection upon commencement of operations) as well as royalties of 2.5% of the gross revenue derived from Raisewise Sweden’s operation of the Crowdfunding Platform. Raisewise Sweden is a 80% owned subsidiary of the Company with the remaining 20% owned by an unaffiliated United States corporation., MedCap International Inc.

Raisewise Sweden AB - Crowdfunding Platform Management Services Agreement (“Sweden Management Services Agreement”): Pursuant to the Sweden Management. Services Agreement dated April 1, 2022 (attached as Exhibit 10.5 to the Company’s Form S-1/A filed with the Commission on August 7, 2023), the Company was engaged to render certain defined management services to Raisewise USA for a term of 3 years. The Agreement requires Raisewise Sweden to compensate the Company for management fees (3% of gross revenue), maintenance fees ($85,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise Morocco SARL - Crowdfunding Platform License Agreement (“Morocco Platform License Agreement”): Pursuant to the Morocco Platform License Agreement dated April 1, 2022 (attached as Exhibit 10.6 to the Company’s Form S-1/A filed with the Commission on August 7, 2023), Raisewise Morocco was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The Agreement requires Raisewise Morocco to pay to the Company the sum of $30,000.00 US (subject to collection upon commencement of operations) as well as royalties of 2.5% of the gross revenue derived from Raisewise Morocco’s operation of the Crowdfunding Platform. Raisewise Morocco is a 100% owned subsidiary of the Company.

Raisewise Morocco SARL - Crowdfunding Platform Management and Maintenance Services Agreement (“Morocco Management Services Agreement”): Pursuant to the Morocco Management Services Agreement dated April 1, 2022 (attached as Exhibit 10.7 to the Company’s Form S-1/A filed with the Commission on August 7, 2023) the Commission on August 7, 2023), the Company was engaged to render certain defined management services to Raisewise Morocco for a term of 3 years. The Morocco Management Services Agreement requires Raisewise Morocco to compensate the Company for management fees (3% of gross revenue), maintenance fees ($120,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise Brasil LTDA - Raisewise Brasil LTDA was organized under the laws of Brazil on May 24, 2023 and is in the process of applying with the Brazil securities authorities to operate as a crowdfunding entity in Brazil. To date, the Company has not yet finalized the License Agreement or a Platform Management and Maintenance Services Agreement with the Raisewise Brazil subsidiary.

Raisewise USA is in the process of finalizing its application to be a FINRA regulated Regulation CF crowdfunding platform and has contracted with North Capital, a registered broker dealer. Regulation Crowdfunding (Reg CF) requires crowdfunding offerings to be conducted through an intermediary, which can be either a registered broker-dealer or a registered funding portal, both of which must be registered with the SEC and FINRA.

Raisewise Sweden has the FI authorization to operate debt and donations and is in the process of finalizing the plug-in for its payment system The Raisewise Morocco Crowdfunding Platform is in place pending operational approval under Moroccan law. The Moroccan crowdfunding law (Law number: 15.18; Decret number Dahir: 1.21.24) is pending finalization and publication. While the Company reasonably expects this crowdfunding law to be enacted, there can be no assurance as to when or if it will be adopted. Accordingly, Raisewise Morocco is preparing its filing with the Moroccan financial authority, which, if approved, should establish the Company as a pioneer in the Moroccan crowdfunding space. As noted about, Raisewise Brazil is preparing to file its application with the Brazilian regulatory authorities. The timing for the filings and approvals, if any when they occur, cannot be determined with any certainty at this time.

Government Regulation

The regulation of crowdfunding in the United States is multifaceted. Donation-based and reward-based crowdfunding are essentially unregulated, subject only to the prohibitions on fraud and false advertising that apply to all commercial transactions. But ~~crowdinvesting~~crowd investing and most forms of crowdlending must comply with the registration and prospectus requirements of the Securities Act, unless an exemption is available.

Four different exemptions are available. Two of these, Rules 506(b) and 506(c), allow sales to wealthy or sophisticated investors with ~~little~~relatively minimal additional regulation. Section 4(a)(6) of the Securities Act and its implementing regulation, Regulation Crowdfunding, allow sales to the general public, but at a high regulatory cost. Section 4(a)(6) and Regulation Crowdfunding heavily regulate all three participants in the crowdfunding process—issuers, intermediaries, and investors—and impose significant limits on the structure of offerings. Finally, many US states have adopted state crowdfunding exemptions that are coordinated with the federal intrastate offering exemption. These state exemptions are of limited usefulness because the issuer and all investors must be located in a single state.

Regulation Crowdfunding enables eligible companies to offer and sell securities through crowdfunding. The rules:

	●	require all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal;
	●	permit a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period;
	●	limit the amount individual non-accredited investors can invest across all crowdfunding offerings in a 12-month period; and
	●	require disclosure of information in filings with the Commission and to investors and the intermediary facilitating the offering.

Securities purchased in a crowdfunding transaction generally cannot be resold for one year. ~~Regulation~~Rule ~~Crowdfunding~~503 ~~offerings~~of ~~are~~Regulation ~~subject~~Crowdfunding toincludes “bad actor” disqualification provisions that disqualify offerings if the issuer or other “covered persons” have experienced a disqualifying event, such as being convicted of, or subject to court or administrative sanctions for, securities fraud or other violations of specified laws.

Having platforms that host Regulation A, Regulation Crowdfunding and Regulation D offerings, we are required to comply with a variety of state and federal securities laws as well as the requirements of FINRA, a national securities association of which our funding portal subsidiary is a member.

Regulation Crowdfunding (Reg CF) and SEC Requirements: In order to act as an intermediary under Regulation Crowdfunding, our Raisewise USA subsidiary will be registered as a funding portal with the SEC and apply to become a member of FINRA. In the future, we may be subject to additional rules issued by other regulators, such as the money-laundering rules proposed by FinCEN.

InAs ~~order~~a tofunding ~~act~~portal, asour anRaisewise ~~intermediary~~USA ~~under~~subsidiary ~~Regulation~~is ~~Crowdfunding,~~prohibited ~~our~~from ~~subsidiary~~engaging ~~will~~in certain activities in order not to be ~~registered~~regulated as a ~~funding~~full-service broker-dealer. ~~portal~~These ~~with~~activities ~~the~~are ~~SEC~~set ~~and apply~~out toin ~~become~~Section 4(a)(6) ~~member~~under ofthe ~~FINRA.~~Securities InAct ~~the~~and ~~future,~~in weRegulation ~~may~~Crowdfunding. beRaisewise ~~subject~~USA has established internal processes to ~~additional~~ensure ~~rules~~that ~~issued~~Raisewise byUSA ~~other~~and ~~regulators,~~its ~~such~~agents asand ~~the~~affiliates ~~money-laundering~~do not engage in activities that it/they ~~rules~~are ~~proposed~~not bypermitted ~~FinCEN.~~to undertake, including:

SEC Requirements

As a funding portal, our subsidiary is prohibited from engaging in certain activities in order not to be regulated as a full-service broker-dealer. These activities are set out in Section 4(a)(6) under the Securities Act and in Regulation Crowdfunding. We have accordingly established internal processes to ensure that our subsidiary as well as its agents and affiliates do not engage in activities that funding portals are not permitted to undertake, including:

●	Providing investment advice or recommendations to investors for securities displayed on our platform;
●	Soliciting purchases, sales or offers to buy securities displayed on our platform;
●	Compensating employees, agents or other persons for solicitation or for the sale of securities displayed or listed on our platform; or
●	Holding, managing, processing or otherwise handling investors’ funds or securities.

In addition, our funding portal has certain affirmative requirements that it is required to comply with to maintain its status. These affirmative obligations include:

●	Providing a communications channel to allow issuers to communicate with investors;
●	Having due diligence and compliance protocols and requirements in place so that it has a “reasonable basis” to believe that
●	its issuers are in compliance with securities laws, have established means to keep accurate records of the securities offered and sold, and that none of their covered persons (e.g., officers, directors and certain beneficial owners) are “bad actors” and therefore disqualified from participating in the offering;
●	its issuers and offerings do not present the potential for fraud or otherwise raise concerns about investor protection; and
●	its investors do not invest more than they are allowed to invest under the limitations set out in Regulation Crowdfunding; and
●	Creating procedures for its investors to notify them of risks regarding investing in securities hosted on its platform and providing them with required investor education and disclosure materials.

We are also required to set up protocols regarding payment procedures and recordkeeping.

FINRA Rules: As a planned member of FINRA, our funding portal will be subject to their supervisory authority and will be required to comply with FINRA’s crowdfunding portal requirements. These requirements include rules regarding conduct, compliance and codes of procedure. For instance, FINRA’s compliance rules require timely reporting of specified events such as complaints and certain litigation against the portal or its associated persons as well as the provision of the portal’s annual financials prepared on a U.S. GAAP basis. In addition, under the conduct rules, the portal is required to conduct its business with high standards of commercial honor and just and equitable principles of trade, is limited to certain types of communications with investors and issuers, and is prohibited from using manipulative, deceptive and other fraudulent devices.

As a planned member of FINRA, our funding portal will be subject to their supervisory authority and will be required to comply with FINRA’s portal requirements. These requirements include rules regarding conduct, compliance and codes of procedure. For instance, FINRA’s compliance rules require timely reporting of specified events such as complaints and certain litigation against the portal or its associated persons as well as the provision of the portal’s annual financials prepared on a U.S. GAAP basis. In addition, under the conduct rules, the portal is required to conduct its business with high standards of commercial honor and just and equitable principles of trade, is limited to certain types of communications with investors and issuers, and is prohibited from using manipulative, deceptive and other fraudulent devices.5

Liability

Under Section 11 of the Securities Act, an issuer, including its officers and directors, may be liable to the purchaser of its securities in a transaction made under Section 4(a)(6) of the Securities Act if the issuer makes an untrue statement of a material fact or omits to state a material fact required to be stated or necessary in order to make the statements, in light of the circumstances under which there were made, not misleading; provided, however, that the purchaser does not know of the untruth or omission, and the issuer is unable to prove that it did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.

Though not explicitly stated in the statute, ~~this~~Section ~~section~~11 may extend liability to funding portals, and the SEC has stated that, depending on ~~the~~ the facts and circumstances, portals may be liable for misleading statements made by issuers. However, funding portals would likely have a “reasonable care” due diligence defense. “Reasonable care” would include establishing policies and procedures that are reasonably designed to achieve compliance with the requirements of Regulation Crowdfunding, including conducting a review of the issuer’s offering documents before posting them to the platform to evaluate whether they contain materially false or misleading information. We have designed our internal processes and procedures with a view to establishing this defense, should the need arise.

Further, we may also face liability from existing anti-fraud rules and statutes under the securities laws. For instance, under Section 9(a)(4) of the Exchange Act anyone who “willfully participates” in an offering could be liable for false or misleading statements made to induce a securities transaction.

In addition, FINRA imposes liability for certain conduct including violations of commercial honor and just and equitable principles of trade and acts using manipulative, deceptive and other fraudulent devices.

Regulation A and Regulation D; Broker-Dealer Registration Requirements

~~Broker~~With respect to sales under Regulation A and Regulation D, promulgated by the SEC under the Securities Act, we provide the technology for issuers to identify and interact with potential investors, and do not structure transactions. We are not registered as a broker-~~Dealer~~dealer ~~Registration~~and ~~Requirements~~do not engage in certain activities that would constitute “engaging in the business” of being a broker-dealer, including:

With respect to sales under Regulation A and Regulation D, we provide the technology for issuers to identify and interact with potential investors, and do not structure transactions. We are not registered as a broker-dealer and do not engage in certain activities that would constitute “engaging in the business” of being a broker-dealer, including:

●	Actively soliciting investors and negotiating the terms of an arrangement between companies and investors;
●	Accepting compensation related to the success and size of the transaction or deal;
●	Effecting transactions, including handling of the securities and funds relating a transaction; and
●	Extending credit to investors; and creating the market and help negotiate the price between buyers and sellers.

There has been little regulatory guidance as to the circumstances in which state or federal broker-dealer registration requirements apply to online investment platforms, and such guidance as it exists generally predates the technological developments of the last couple of decades. Despite a long-standing request from organizations such as the American Bar Association to clarify the circumstances in which “finders,” who also connect buyers and sellers of securities, are permitted to perform that function without registering as broker-dealers, the SEC has not provided any guidance. It is possible that any clarification of the matter will result in our having to change our business model or even register as a broker-dealer. See “Risk Factors.”

Competition and Barriers to Entry

The Company’s Raisewise USA platform, operating through several wholly or majority owned subsidiaries in various U.S. and international jurisdictions can compete in the market with companies such as:

●	Crowdlustro.com
●	Fundopolis
●	Crowdfunz
●	Republic.co
●	Fundable

With respect to offerings made under Regulation Crowdfunding, we expect to compete with other intermediaries, including brokers and funding portals such as WeFunder, Next Seed, SeedInvest, Republic and MicroVentures.

With respect to offerings under Regulation A, we expect compete with other platforms, hosting services and broker-dealers. Some of our competitors include: SeedInvest, Hambrecht, CrowdEngine and Wefunder.

With respect to offerings under Rule 506(c), or online offerings made under Regulation D (which includes non-solicited offerings), we expect to compete with platforms such as Crowdfunder, AngelList, EquityNet, SeedInvest, FundersClub and Fundable. (See also “Competition and Barriers to Entry” disclosure below.)

Proposed New Business Venture

On May 23, 2024, the Board of Directors of the Company approved the execution of a Letter of Intent with US Petrochemical Industries, Inc. (“US Petrochemical”), a privately owned company based in Houston, TX, a copy of which ~~Letter~~letter of ~~Intent~~intent was attached as Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on May 29, 2024 ~~(the “Original Letter of Intent”)~~. ~~The~~This ~~Original~~letter ~~Letter~~ of ~~Intent~~intent provided for the proposed acquisition, via a share exchange, with Laique Rehman, President and sole stockholder of US Petrochemical, contemplating that the Company will enter into a share exchange agreement with Mr. Rehman in consideration for which the Company will acquire 100% of Mr. Rehman’s capital stock in US Petrochemical in exchange for a number of shares of the Company’s securities in an amount to be determined based upon a mutually agreed valuation.

On August 28, 2024, the Company and US Petrochemical entered into a ~~Binding~~binding ~~Letter~~letter of ~~Intent~~intent, a copy of which iswas attached as Exhibit 99.2 to ~~this~~the Form 8-K/A, ~~providing~~filed ~~for~~on ~~the~~September ~~acquisition~~11, by2024, that provided for the ~~Company~~execution of ~~100%~~a ofdefinitive ~~the~~agreement ~~capital~~for ~~stock~~acquisition by the Company of US Petrochemical for cash consideration of $7,000,000 ~~payable~~and ~~within five months of the date of the Binding Letter of Intent. The Binding Letter of Intent~~ further ~~provides~~provided that Mr. Rehman will ~~provide~~render continued services to the Company and US Petrochemical for a period of at least one (1) year following execution of a definitive agreement at terms to be negotiated. The binding letter of intent contained a ~~Definitive~~termination ~~Share~~date ~~Exchange~~of ~~Agreement~~January 31, ~~with~~2025, ~~compensation~~at towhich date the binding letter of intent would be ~~negotiated~~deemed null and void unless extended by mutual agreement between the Company and Mr. Rehman. While no extension has been agreed upon to date, the Company believes, based upon recent discussions with representatives of Mr. Rehman, that a final definitive may still be reached. However, the terms of a definitive agreement, if any, and indeed the likelihood of any such agreement cannot be assured at this time.

The Original Letter of Intent and Binding Letter of Intent both provide that the closing of the Definitive Share Exchange Agreement is subject to the review and approval by the Company of the audited and interim financial statements of US Petrochemical for the fiscal years ended 2022 and 2023 and the interim periods of fiscal 2024, as well as receipt by the Company of necessary documentation and information to conduct its due diligence. There can be no assurance that: (i) US Petrochemical will be able to timely deliver the required audited and interim financial statements; (ii) the Company will receive and be approve the requisite due diligence disclosure from US Petrochemical; (iii) the Company will be able to successfully raise the $7 million purchase price from its IPO or form other sources in a timely manner or, if necessary, any extension that may be negotiated between the Company and Laique Rehman; and/or (iv) the Company and Mr. Rehman will be able to mutually agree to a consulting services agreement following the completion of any Definitive Share Exchange Agreement.

US Petrochemical commenced operations in 1987 and operates worldwide with logistical experience to enhance the quality of areas of business as a leading privately held company engaged in commodities including petrochemicals, petroleum, sulphur and sulphuric acid. Prior to the pandemic, US Petrochemical had gross revenues of in excess of $100,000,000 and still after rebuilding its market after the pandemic, it reached gross revenues of approximately $40,000,000 in 2023. The Company reasonably believes that US Petrochemical can again achieve and perhaps exceed previous gross revenue levels as part of a public company.

Reference is made to the Company’s above-referenced Forms 8-K and 8-K/A filed with the Commission on May 29, 2024 and September 11, 2024, respectively, which are incorporated herein by reference.

Employees

We currently have no full-time employees and our ~~Interim~~ Chief Executive Officer, who also serves as our ~~Interim~~ Chief Financial Officer ~~and~~, as well as our Chief Operating Officer, who primarily ~~work~~works remotely, may be considered to be part-time. Our CEO, CFO and COO devote such time as ~~they~~ they deem reasonably necessary based upon the present level of operations. We also work with a number of contractors for user-experience design, security controls and testing.

~~Our Address~~Property

Our principal executive offices are located at 269 South Beverly Drive – Suite 373, Beverly Hills 90212, and are leased from an unaffiliated third party for nominal rent on a month to month basis. If and when our operations increase and assuming we complete the acquisition of US Petrochemical, of which there can be no assurance, we expect that we will required additional facilities as well as assuming the leases utilized by US Petrochemical in Houston, TX. Our telephone number is : (402) 960-6110.

Item 1A. Risk Factors

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-K and the disclosures contained in our registration ~~statements~~statement ~~filed~~on ~~with~~Form ~~and~~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~~ 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. ~~This could cause the market price of the Units, the Common Stock and the Warrants to decline, perhaps significantly, and you may lose part or all of your investment.~~

Risks Related to our Financial Condition

The Company’s IPO Offering this is a “best effort offering,” investors who invest initially will be subject to more risk than later investors.

Pursuant to our Registration Statement ~~and~~declared effective by the SEC on December 1, 2023, and subject to a required post-effective amendment ~~thereto~~ that must ~~will~~ be filed with and be declared effective by the SEC containing the audited financial statements of the Company for its fiscal year-ended May 31, ~~2024~~2025, and ~~the~~any applicable interim financial statements ~~for the period ended August 31~~, ~~2024,~~ we are seeking to raise gross proceeds of up to $20,000,000 from the sale of ~~the~~10,000,000 Units, (each consisting of one share of common stock and one common stock purchase warrant the “Offering”), at an Offering price of $2.00 per Unit (not including an additional $25,000,000 if all of the Warrants are exercised at the Warrant Exercise Price of $2.50, of which there can be no assurance). ~~The~~This ~~foregoing~~ does not include any commissions payable to placement agents, ~~which~~if any, which amount cannot be determined at present but which will not exceed 9% of the gross proceeds of the Units sold as a direct result of the efforts of the placement agents. Our net proceeds from the Offering will be used principally to: (i) to expand our crowdfunding operations, including opening in new markets, in addition to the United States, Sweden, Morocco and ~~recently in~~ Brazil (pending Brazil’s license application/approval process) and elsewhere principally in Europe; (ii) to fund the acquisition of US Petrochemical, ifsubject ~~not~~to ~~funded~~the ~~from~~agreement ~~other~~with ~~sources~~US Petrochemical to waive the January 31, at2025 ~~least~~termination indate, ~~part~~of which there can be no assurance; (iii) to pay the expenses of the Unit Offering including any placement agent fees; (iv) for working capital and general corporate purposes; and (v) to fund growth initiatives, including other potential future acquisitions, if any. See “Description of Securities – Unit Offering.” Because this is a best effort Offering, the earlier investors invest in this Offering, the greater degree of risk they will incur. 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, we may not have sufficient working capital to be able to carry out our business plan including ~~the~~any possible acquisition of US Petrochemical. 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 ~~will~~may become subject to quotation of the OTCQB or that we will become eligible for listing on any NASDAQ or NYSE Exchanges.

Our Independent Registered Public Accounting Firm has expressed substantial doubt as to our ability to continue as a going concern.

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 $250,000 to $400,000 per year simply to cover the administrative, legal and accounting fees, assuming the completion of the US Petrochemical, of which there can 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 Common Stock, and the issuance of convertible notes, as well as funds raised from ~~this~~our Offering, 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.

Based on our audited financial statements for the fiscal years ended May 31, ~~2024~~2025 and ~~2023~~2024, our independent registered public accounting ~~firm~~firms ~~has~~have 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 and private investors, from time to time. There can be no assurance that we will, in fact, generate revenues from operations in the near term, if ever, notwithstanding our expectations.

We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or to do so on acceptable terms could threaten the success of our business.

To date, our operations have been funded entirely from the proceeds from the private sale of equity orand the issuance 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 during the next twelve months to ~~fulfill~~fulfil our business plan plus an 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 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 other arrangements.

The Company is a holding company that owns intellectual property developed by Raisewise USA and held nominally by its wholly owned and majority owned subsidiaries, Raisewise Sweden, Raisewise Morocco and Raisewise Brazil. This intellectual property consists primarily of source code, maintenance contracts, the ~~RaiseWise~~Raisewise brand and trademark and associated technologies. Blue Chip will monetize its intellectual property through Franchise contracts, as further described herein. By owning the source code, the Company will be able to develop new platforms and opportunities, including White Labeling opportunities, around the globe to franchise to new clients to further monetize the Company’s assets.

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

We only have a limited history, ~~having been organized under the laws of Nevada on November 27, 2019,~~ 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, ~~and~~ Morocco and ~~our~~Brazil. ~~new~~We ~~subsidiary~~plan into ~~Brazil~~resubmit ~~which has~~ a ~~planned~~crowdfunding ~~filing~~application with ~~Brazilian~~FINRA ~~securities authorities. We also have~~through ~~planned~~its ~~filings~~Funding ~~with~~Portal ~~FINRA~~Gateway for our Raisewise USA crowdfunding ~~subsidiaries~~subsidiary, which application will follow registering with the SEC as a funding portal. Because of our limited operating history, investors 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 which are beyond our control, including unanticipated research and development expenses, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as 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. Given our limited operating history, we may be unable to effectively implement our business plan which could materially harm our business or cause us to scale down or cease our operations.

Risks Related to our Business

You should carefully consider the following risk factors that affect our business. Such risk factors could cause our actual results to differ materially from those that are expressed or implied by forward-looking statements contained herein. Some of the risks described relate principally to our business and the industry in which we operate. Others relate principally to the securities market and ownership of our capital stock. The risks and uncertainties described below are not the only ones we face. Additional risks are described elsewhere in this report under the Item 1 – Business, Item 3 – Legal Proceedings, and Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation sections, among others. Other risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks~~, and the trading price of our common stock could decline~~. The discussion of our risk factors should be read in conjunction with the financial statements and notes thereto included herein.

Based on our recurring losses incurred during our startup and early development stage, and limited operating history, we may not be able to successfully implement our business plan; our auditors have included an explanatory paragraph in their opinion as to the substantial doubt about our ability to continue as a going concern.

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 may need of additional capital. We have experienced net losses in each fiscal quarter since our inception and as of the th fiscal year ended May 31, ~~2024~~2025, have an accumulated deficit of $18,~~652~~256,~~278~~213. As a result of these factors, our independent auditors have included an explanatory paragraph in their opinion for the year ended May 31, ~~2024~~2025, and ~~2023~~2024 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 may not be able to manage our growth, if any, effectively, which could slow or prevent our ability to achieve profitability.

The ability to manage and operate our business as we execute our development and growth strategy will require effective planning. ~~Significant rapid~~Any significant growth, which may be unlikely to occur, could strain our internal resources and delay or prevent our efforts to achieve profitability. We expect that our efforts to grow will place a significant strain on our personnel, management systems, infrastructure, and other resources. Our ability to manage future growth effectively will also require us to successfully attract, train, motivate, retain, and manage new employees and continue to update and improve our operational, financial, and management controls and procedures. If we do not manage our growth effectively, slower growth is likely to occur, thereby slowing or negating our ability to achieve and sustain profitability.

We will operate in a regulatory environment that is evolving and uncertain.

The regulatory framework for online capital formation or crowdfunding is ~~very~~relatively new. The regulations that govern our operations have been in existence for a very few years. Further, there are constant discussions among legislators and regulators with respect to changing ~~the~~ the regulatory environment. New laws and regulations could be adopted in the United States and abroad. Further, existing laws and regulations may be interpreted in ways that would impact our operations, including how we communicate and work with investors and the companies that use our platforms’ services. For instance, over the past year, there have been several attempts to modify the current regulatory regime. Some of those suggested reforms could make it easier for anyone to sell securities (without using our services), or could increase our regulatory burden, including requiring us to register as a broker-dealer. Any such changes would have a negative impact on our business.

Risks related to the petrochemical industry.

Until we receive the full due diligence disclosure from and assuming we ~~successfully~~are able to complete the acquisition of US Petrochemical, of which there can be no assurance because the binding letter of intent had an expiration date of January 31, 2025, we cannot at this time adequately disclose the “risk factors” applicable to the business and operations of US Petrochemical and the petrochemical industry generally. If and when we complete the US Petrochemical acquisition, we will be required to make full disclosure of the material facts related to any such acquisition, including the financial statements of US Petrochemical and the risk factors related to its business and operations, among other disclosure.

We operate in a highly regulated industry.

We are subject to extensive regulation and failure to comply with such regulation could have an adverse effect on our business. Further our subsidiary, Raisewise USUSA will be registered as a funding portal and regulated entities such as us are often subject to FINRA fines. In addition, some of the restriction and rules on our subsidiary could adversely affect and limit some of our business plans.

In the event we are required to register as a broker-dealer, our business model could be harmed.

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 “Business – Government Regulations.” However, 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 fines and rescission offers. Further, we may 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.

We may be liable for misstatements made by issuers on our funding portal.

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 and expensive, and being a party to such actions may cause us reputational harm that would negatively impact our business.

Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents.

Some of the investment opportunities posted on our platform are open to non-U.S. residents. We have not researched all the applicable foreign laws and regulations, and therefore we have not set up our structure to be compliant with all those laws. It is possible that we may be deemed in violation of those laws, which could result in fines or penalties as well as reputational harm. This may limit our ability in the future to assist companies in accessing money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion.

Raisewise’s Crowdfunding products and services are relatively new in an industry that is still quickly evolving.

The principal securities regulations under Regulation A and Regulation Crowdfunding that our United States Crowdfunding operations through our Raisewise USA subsidiary will be subject to, ~~Regulation A and Regulation Crowdfunding,~~ have only been in effect in their current form since 2015 and 2016, respectively. Raisewise USA’s ability to ~~continue~~operate toin ~~penetrate~~ the market 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.

We are reliant on one main type of service.

All of current services are variants on one type of service, providing a platform for online capital formation. Our revenues are therefore wholly dependent upon the market for online capital formation and our ability to comply with the regulatory requirements in each such market.

Raisewise and its providers are vulnerable to hackers and cyber-attacks.

As an internet-based business, we may be vulnerable to hackers who may access the data of our investors and the issuer companies that utilize our platform. Further, any significant disruption in service on the StartEngine platform or in its computer systems could reduce the attractiveness of the StartEngine platform and result in a loss of investors and companies interested in using our platform. Further, we rely on a third-party technology provider to provide some of our back-up technology as well as act as our escrow agent. Any disruptions of services or cyber-attacks either on our technology provider or on StartEngine could harm our reputation and materially negatively impact our financial condition and business.

Our business could be negatively affected by any adverse economic developments in the securities markets or the economy in general.

We depend on the interest of individuals in obtaining financial information and securities trading strategies to assist them in making their own investment decisions. Significant downturns in the securities markets or in general economic and political conditions may cause individuals to be reluctant to make their own investment decisions and, thus, decrease the demand for our products. Significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products.

We will need to introduce new products and services and enhance existing products and services to remain competitive.

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking, or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, introduce, and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.

We may rely on external service providers to perform certain key functions.

We may rely on a number of external service providers for certain key technology, processing, service, and support functions. External content providers provide us with financial information, market news, charts, option and stock quotes, research reports, and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation.

We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.

Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, are against public interest, or are the sale of unregistered securities.

Direct selling activities are regulated by the FTC, as well as various federal, state, and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales. Regulators may take the position that some or all of our products are deemed to be securities, the sale of which has not been registered. The laws and regulations governing direct selling are modified from time to time, and like other direct selling companies, we may be subject from time to time to government investigations related to our direct selling activities. This may require us to make changes to our business model and our compensation plan.

Any independent distributors and subsidiaries could fail to comply with applicable legal requirements or our policies and procedures, which could result in claims against us that could harm our business.

Any independent distributors that we may utilize will be independent contractors and our ~~Subsidiaries~~subsidiaries outside the United States (Raisewise Sweden, Raisewise Morocco and ~~the recently organized~~ Raisewise Brazil) will rely on local management and controls and, accordingly, we are not in a position to directly provide the same oversight, direction, and motivation as we could if they were our employees. As a result, we cannot assure that our independent distributors and/or our wholly and majority owned foreign ~~Subsidiaries~~subsidiaries in Sweden, Morocco and Brazil will comply with applicable laws or regulations or our distributor policies and procedures.

Extensive federal, state, local, and international laws and authorities regulate our business, products, and direct selling activities. Because we are expanding into foreign countries, our policies and procedures for these foreign operations differ slightly or perhaps significantly in some countries due to the different legal requirements of each country in which we do business.

Our future success is largely dependent on our current management.

Our business was built by the vision, dedication, and expertise of our executive officers and board of directors (collectively, our “Management”), who are responsible for our day-to-day operations and creative development. Our success is dependent upon the continued efforts of these people. If it became necessary to replace them, it is unlikely new management could be found that would have the same level of knowledge and dedication to our success. The loss of the services of these professionals, especially in the development of future proprietary software, patents, or applications, would adversely affect our business.

We are a controlled company.

A “controlled company” refers to a company controlled by another entity or another person by owning more than 50% of the total voting shares. As such, that entity or person has the decisive voice for managing the affairs of the Company. Since the majority of the holding is with a person or group, there is a risk for the interest of minority shareholders of the Company. There is the risk that minority holders might not receive the proportionate shares, and there could be a transfer of the resources of the Company by controlling shareholders for private purposes. The majority of the votes in the Company belongs to the controller in practice. Hence, the decision made by them is the decisions of their own, which might not be good for the Company as a whole. For example, in case the controller decides by giving priority to their motive; then it may prove riskier for the Company, which is being controlled by others. Reference is made to the disclosure under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” below.

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

There is no established market for the Units, Common Stock or the Warrants and an active trading market may not develop nor be sustained.

There is no established trading market for the Units, the underlying Common Stock or the Warrants and we do not know if a market will develop on the OTCQB, any other OTC Markets or on NASDAQ or the NYSE (if we become eligible for listing, of which there can be no assurance, based upon our present Offering Price of $2.00 per Unit, among other factors) or, if it does, how active it will be or whether it will be sustained. We cannot assure you that we will meet the quantitative listing requirements for any other market or exchange or that any application will be approved. The liquidity of the market for our Units, Common Stock and the Warrants depends on a number of factors, including prevailing interest rates, our financial condition and operating results, the number of holders of these securities, our compliance with the timely reporting requirements of the Exchange Act, the market for similar securities and the interest of broker dealers in making a market in these securities. The market for the Warrants will be linked to the price and the liquidity of our Common Stock. We cannot predict with certainty the extent of investor interest in the Units, the shares of Common Stock and the Warrants, or how liquid that market will be. Without an active trading market, the liquidity of these securities will be limited.

A market maker, a FINRA registered broker-dealer, must make a Form 211 application to FINRA in order to obtain trading symbols for the Company’s Units, Shares and Warrants.

In order for the Company to obtain ticker symbols for its Units, Common Stock and Warrants, a market maker must submit a Form 211 on behalf of the Company to FINRA. A market maker is a FINRA registered broker-dealer firm that accepts the risks associated holding any number of shares or participating in the offering of shares of any company in an initial public offering or IPO (such as the Company) in the “going public process.” Obtaining ticker symbols for the securities being offered by the Company in its Registration Statement is the last step in the process and only a market maker, not an issuer, may make application to FINRA for ticker symbols. The Company through a market maker has a pending application with FINRA for a trading symbol for its Common Stock. The timing for FINRA approval of a trading symbol cannot be assured.

~~The market price of the Units, the Common Stock and the Warrants could be substantially affected by various factors.~~14

The market price of the Units, Common Stock and the Warrants could be subject to wide fluctuations in response to numerous factors. The price of the Units and Common Stock that will prevail in the market after this Offering may be higher or lower than the Unit Offering Price, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance.

These factors include, but are not limited to, the following:

● prevailing interest rates, increases in which may have an adverse effect on the market price of our securities; ● trading prices of similar securities; ● the operations if US Petrochemical, if successful;

● our history of timely filing of reports under the Exchange Act (“Exchange Act Reports”); ● general economic and financial market conditions; ● government actions or regulations related to crowdfunding; ● the financial condition, performance and prospects of us and our competitors; ● changes in financial estimates or recommendations by securities analysts with respect to us or our competitors in our industry; ● our issuance of additional equity or debt securities; and ● actual or anticipated variations in quarterly operating results of us and our competitors.

The Warrants are likely to trade in the same manner as our Common Stock.

As a result of these and other factors, investors who purchase the Units in this Offering may experience a decrease, which could be substantial and rapid, in the market price of the Units, Common Stock and the Warrants, including decreases unrelated to our operating performance or prospects.

Our COO will be a “Control Person” and the Company will be a “Controlled Company.”

~~Following~~The ~~the~~Company ~~IPO~~is ~~Offering, we will be~~ 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) 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 COO and founder, 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 8093,~~841~~919,~~900~~400 outstanding shares of Common Stock, representing approximately 65 56.75% of the presently outstanding Common 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. 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 Common Stock 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 5363,~~897~~865,~~294~~192 votes, representing a total of ~~107~~116,~~022~~990,~~294~~ 192 votes of the total voting rights of ~~134~~157,~~739~~984,~~194~~592 shares of voting capital stock, which includes the voting rights of the remaining 333,333 shares of Series A Voting Preferred Stock, resulting in Mr. Moran’s control of approximately 7974.41%% of the total voting capital stock of the Company.

As a result of Mr. Moran’s ownership, through NM & RM Corp. and Titan Ventures Inc. of 53,125,000 shares of Common Stock and 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 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. Mr. Moran is deemed to be a “Control Person” of the Company, as defined under Section 2(a)2 of the Act.

Risks Relating to Our Common Stock

We have only a very limited operating history and may expect to report future losses that may cause our stock price to decline.

Since our inception, we have had only limited operating history, ~~mostly~~principally related to that of any start-up business ~~and~~including the ~~organization and planned~~filing ~~registration~~ with ~~FINRA~~the SEC of our ~~crowdfunding~~Registration ~~subsidiaries~~Statement under the Securities Act and our reports under the Exchange Act as well as the organization and planned registration of our Raisewise ~~name~~USA with FINRA. We cannot be certain whether we will ~~ever~~begin beto ~~profitable,~~generate revenues from operations or ifever webe doprofitable, or that weany profitability will be ~~able to continue to be profitable~~sustained. Also, any general economic weakness oreither ~~global~~in ~~recession~~the U.S. or globally may limit our ability to ~~market~~successfully ~~our~~pursue ~~products~~ and ~~services~~implement our business plan. Any of these factors could cause our stock price to decline and result in our stockholders losing a portion or all of their investments.

Applicable SEC Rules governing the trading of “penny stocks” limits the trading and liquidity of our Common Stock which may affect the trading price of our Common Stock.

The Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

●	That a broker or dealer approve a person’s account for transactions in penny stocks; and
●	The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

●	Obtain financial information and investment experience objectives of the person; and
●	Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

●	Sets forth the basis on which the broker or dealer made the suitability determination; and
●	That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common stock and cause a decline in the market value of our stock.

Nevertheless, if our Common Stock qualifies for listing on the NASDAQ or NYSE, which may occur if we successfully complete the acquisition of US Petrochemical, it is our understanding that our Common Stock may not be deemed to be a “penny stock.”

We may need to raise additional capital. If we are unable to raise additional capital, our business may fail.

Because ~~our~~we ~~revenues~~have ~~are~~no ~~not~~to ~~yet~~date, ~~sufficient~~no toany ~~cover~~assurance ~~expenses~~when or ~~fund~~if ~~our~~we ~~growth~~will have revenues from operations, 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.

The market price of our securities may fluctuate and be extremely volatile.

To date, there has been no trading in any of our securities, including our Units, Common Stock or Warrants. We believe this potential volatility, if and when a trading market develops, of which there can be no assurance, may be caused, in part, by variations in our quarterly operating results, delays in development of our markets for crowdfunding, changes in market valuations of similar companies, and the volume of our stock in the market.

Additionally, in recent years the stock market in general, and the OTC Markets and financial stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of other companies involved directly or indirectly in crowdfunding is not necessarily an indicator of how our securities will trade in the future and our trading price will not necessarily an indicator of what the trading price of our Common Stock might be in the future.

In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on our stock price.

Shares of our Common Stock may never become eligible for trading on any national securities exchange.

Unless and until we complete the acquisition of US Petrochemical, we cannot assure that we will ever be listed on the on Nasdaq, NYSE or any national securities exchange. Listing on one of the Nasdaq markets or one of the other national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements as well as revenues, market value of the public float and/or total stockholder equity. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or if listed, could be delisted. This could result in a lower trading price for our Common Stock and may limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments. After this Registration Statement is declared effective, of which there can be no assurance, we intend to apply for our securities to be subject to quotation on the OTC Markets.

If we fail to file periodic reports with the SEC under the Exchange Act, our Common Stock will not be able to be traded or subject to quotation on the OTCQB or any other OTC Market.

Our Registration Statement was declared effective by the SEC on December 1, 2023. We will have to file a post-effective amendment to our Registration Statement to include updated audited financial statements for the fiscal year ended May 31, 2024, included in this Form 10-K as well as interim unaudited financial statements for the period ended August 31, 2024, that will be included in our Form 10-Q that we reasonably expect to file in or before early December 2024. We expect that our Common Stock and other securities covered by our Registration Statement will become eligible for trading on the OTCQB following the submission of a Form 15c2-11 (or Form 211) by a market maker with FINRA shortly after we file this Form 10-K with the SEC. Nevertheless, a regular trading market for our Common Stock may not develop or, if developed, may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the SEC under the Exchange Act. If we fail to remain current in the filing of our reports with the SEC, our Common Stock and other securities will not be able to be traded on the OTCQB or any other market or exchange. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.

Because we have no plans to pay dividends on our Common Stock, stockholders must look solely to appreciation of our Common Stock to realize a gain on their investments.

We do not anticipate paying any dividends on our Common Stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements, and investment opportunities. Accordingly, stockholders must look solely to appreciation of our Common Stock to realize a gain on their investment. This appreciation may not occur.

Certain provisions of Nevada law and of our corporate charter may inhibit a potential acquisition of our Company, and this could depress our stock price.

Nevada corporate law includes provisions that could delay, defer, or prevent a change in control of our company or our management. These provisions could discourage information contests and make it more difficult for our stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our Common Stock. For example:

(i)	without prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of our Common Stock and to determine the rights, privileges, and inference of that preferred stock;
(ii)	there is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and
(iii)	stockholders cannot call a special meeting of stockholders.

Our indemnification of our directors and officers may limit the rights of our stockholders.

While our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers to all parties is limited in certain respects under applicable Nevada state law and our articles of incorporation and bylaws, as in effect. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek redress against our directors and officers.

15Additional issuances of convertible notes and warrants will cause additional substantial dilution to our stockholders.

~~Additional~~Given ~~issuances~~our oflimited ~~stock~~cash, ~~options~~liquidity, and ~~warrants~~revenues, it is likely that in the future, as in the past, we will issue additional equity or debt (including convertible ~~notes~~debt) to finance our future business operations as well as potential acquisitions and strategic relationships. The issuance of additional shares of Common Stock, the exercise of warrants, and ~~stock~~the ~~grants~~conversion ~~will~~of any existing or future convertible debt to shares of our Common Stock could cause additional ~~substantial~~ dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing.

Given our limited cash, liquidity, and revenues, it is likely that in the future, as in the past, we will issue additional equity or debt (including convertible debt) to finance our future business operations and acquisitions and strategic relationships. The issuance of additional shares of Common Stock, the exercise of warrants, and the conversion of any future debt to shares of our Common Stock could cause additional dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing.17

The number of authorized shares of Common Stock may result in management implementing anti-takeover procedures by issuing new securities.

The proportion of ~~319~~306,~~158~~080,~~100~~600 unissued but authorized shares of Common Stock compared to the 8093,~~841~~919,~~900~~400 presently issued shares of Common Stock (prior to the any shares of common stock issued pursuant to out IPO Offering, shares underlying the warrants issued as part of the Units in the IPO Offering 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 Common Stock 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 Common Stock unless required by law or any rules or regulations to which we are subject.

Depending upon the consideration per share for any subsequent issuance of Common Stock, such issuance could have a dilutive effect on those stockholders who paid a higher consideration per share for their stock. Also, future issuances of Common Stock will increase the number of outstanding shares, thereby decreasing the percentage ownership—for voting, distributions, and all other purposes—represented by existing shares of Common Stock. The availability for issuance of the additional shares of Common Stock may be viewed as having the effect of discouraging an unsolicited attempt by another person or entity to acquire control of us. Although our board has no present intention of doing so, our authorized but unissued Common Stock could be issued in one or more transactions that would make a takeover of us more difficult or costly and, therefore, less likely. Holders of our Common Stock do not have any ~~preemptive~~pre-emptive rights to acquire any additional securities issued by us.

Our stockholders may not recoup all or any portion of their investment in the event of our dissolution.

In the event of a liquidation, dissolution, or winding-up of our Company, whether voluntary or involuntary, our net remaining proceeds and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of Common Stock on a pro-rata basis. We cannot assure that we will have available assets to pay to the holders of Common Stock any amounts upon such a liquidation, dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.

There is no current trading market for our Units, Common Stock and Warrants and there may never be an active and sustained market for such securities and we cannot assure you that the Common Stock will remain liquid

Our Units, Common Stock and Warrants have not yet been assigned nor have we made application to FINRA for trading symbols for our securities. Unless and until trading symbols are assigned, following the effective date of our Registration Statement, none of our securities can become subject to quotation on the OTCQB nor any other OTC Market. There can be no assurance that a trading market will develop or, if developed, will be sustained. Any investor may find it difficult to obtain accurate quotations in the future, if at all, as to the market value of the Common Stock and trading of our Common Stock may be extremely sporadic. An active market for the Common Stock may never develop or be sustained. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

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

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders who have invested privately in our Common Stock or other securities ~~prior to the IPO~~ may become eligible to sell all or some of their shares of Common Stock or other securities by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated by the SEC under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement under the Exchange Act. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

If we fail to maintain effective internal controls over financial reporting, the price of our securities may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our securities. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock~~, Units and Warrants~~.

Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price.

Our annual and quarterly operating results may, in the future, fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our product is dependent on several factors, including, but not limited to, the terms of any license agreement and the timing of implementation of our products by our customers.

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our Common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 400,000,000 shares of Common Stock, of which 71,875,000 shares of Common Stock are presently owned by to our founders and a total of 8093,~~841~~919,400 ~~900~~ shares are outstanding as of November 3, 2025, including our founders’ shares. In addition, as of May 31 and August 31, ~~2024~~2025, a total of ~~617~~1,~~600~~320,220 and 1,700,000 warrants, respectively, were outstanding. The Company has issued and sold shares of Common Stock and issued convertible notes that included warrants in private transactions to non-affiliate “accredited investors” in reliance upon the exemptions under Regulation D and 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 ~~exercise~~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, or otherwise ~~authorized~~ authorized for issuance by our board of directors, from time-to-time, without further stockholder approval. The issuance of large numbers of shares of Common Stock, possibly at below market prices, or ~~Warrants~~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~~ affect the market price of our Common stock.

Our Articles of Incorporation authorize 10,000,000 shares of preferred stock and our Board of Directors is authorized to provide for the issuance of unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. As of May 31, ~~2024~~2025, 1,000,000 shares of Series A Voting Preferred Stock are authorized, of which our founders own 999,999 shares of such Series (that have “super voting rights as described more fully in “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” below.

Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.

The Nevada Revised Statute contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Provisions in our articles of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue up to ten million shares of “blank check” preferred stock. As a result, without further stockholder approval, the board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the NRS. Depending on the number of residents in the state of Nevada who own our shares, we could be subject to the provisions of Sections 78.378 et seq. of the Nevada Revised Statutes which, unless otherwise provided in the Company’s articles of incorporation or by-laws, restricts the ability of an acquiring person to obtain a controlling interest of 20% or more of our voting shares. Our articles of incorporation and by-laws do not contain any provision which would currently keep the change of control restrictions of Section 78.378 from applying to us.

We are subject to the provisions of Sections 78.411 et seq. of the Nevada Revised Statutes. In general, this statute prohibits a publicly held Nevada corporation from engaging in a “combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the combination or the transaction by which the person became an interested stockholder is approved by the corporation’s board of directors before the person becomes an interested stockholder. After the expiration of the three-year period, the corporation may engage in a combination with an interested stockholder under certain circumstances, including if the combination is approved by the board of directors and/or stockholders in a prescribed manner, or if specified requirements are met regarding consideration. The term “combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 10% or more of the corporation’s voting stock. A Nevada corporation may “opt out” from the application of Section 78.411 et seq. through a provision in its articles of incorporation or by-laws. We have not “opted out” from the application of this section.

Our publicly filed Exchange Act Reports are and will be subject to review by the SEC, and any significant changes or amendments required as a result of any such review may result in material liability to us and may have a material adverse impact on the trading price of the Company’s Common Stock and other securities.

The reports of publicly traded companies are subject to review by the SEC from time to time for the purpose of assisting companies in complying with applicable disclosure requirements, and the SEC is required to undertake a comprehensive review of a company’s reports at least once every three years under the Sarbanes-Oxley Act of 2002. SEC reviews may be initiated at any time. We could be required to modify, amend or reformulate information contained in prior filings as a result of an SEC review. Any modification, amendment or reformulation of information contained in such reports could be significant and result in material liability to us and have a material adverse impact on the trading price of the Company’s Common Stock and other securities.

We are not subject to certain of the corporate governance provisions of the Sarbanes-Oxley Act of 2002.

Since our Common Stock is not presently listed for trading and may never be listed on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules relating to independent directors, director nomination, audit and compensation committees, retention of audit committee financial expert and the adoption of a code of ethics. Unless we voluntarily elect to fully comply with those obligations, which we have not to date, the protections that these corporate governance provisions were enacted to provide will not exist with respect to us. While we may make an application to have our securities listed for trading on a national securities exchange, which would require us to fully comply with those obligations, we cannot assure you that we will make such application, that we would be able to satisfy applicable listing standards, or if we did satisfy such standards, that we would be successful in such application.

We are required to comply with Section 404a of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404a of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal controls over financial reporting, ~~We will become subject to the requirements of Section 404a upon the effective date of this Registration Statement.~~ Any failure to maintain adequate controls could result in delays or inaccuracies in reporting financial information or non-compliance with SEC reporting and other regulatory requirements, any of which could adversely affect our business and stock price.

Set forth, under the caption “Risk Factors,” where appropriate, the risk factors described in Item 105 of Regulation S-K (§ 229.105 of this chapter) applicable to the registrant. Provide any discussion of risk factors in plain English in accordance with Rule 421(d) of the Securities Act of 1933 (§ 230.421(d) of this chapter). Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

~~Not applicable~~None.

Item 1C. Cybersecurity.

The SEC mandates through Item 106 of Regulation S-K that public companies, such as Blue Chip Capital Group, Inc. must acknowledge the financial implications of cybersecurity risks in their disclosures. This requirement stems from the understanding that cyber incidents can lead to significant material costs, affecting a company’s financial condition and, consequently, its investors. The Company believes that at this stage of its development, with no active operations being conducted other than start-up activities principally related to the Raisewise subsidiaries’ initial compliance with registration and regulatory protocols, it is not exposed to cybersecurity risks. If and when it completes its acquisition of U.S. Petrochemical Industries, Inc., a supplier of raw materials to the Petrochemical industry globally in over 30 countries and has several international offices, the Company intends to engage professional cybersecurity professionals to assess the related risks and make full regulatory mandated disclosure in its SEC filings under the Exchange Act.

Item 2. Properties.

Our principal executive offices are located at 269 South Beverly Drive – Suite 373, Beverly Hills 90212, and are leased from unaffiliated third parties for nominal rent on a month to month basis. If an when our operations increase and assuming we complete the acquisition of US Petrochemical, of which there can be no assurance, we expect that we will required additional facilities as well as assuming the leases utilized by US Petrochemical in Houston, TX.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

At present, there is no established public trading market for a class of common equity of the Company asnor ~~the Form 211~~ has ~~not~~the ~~yet~~Company been ~~filed~~assigned by a ~~market~~trading ~~maker~~symbol ~~with~~for its Common Stock by FINRA. The ~~Company~~form ~~reasonably~~211 ~~expects~~filing ~~that~~is ~~the~~a ~~Form~~prerequisite ~~211~~for ~~should~~FINRA beto ~~filed~~issue ina ~~our~~trading ~~about~~symbol ~~early~~for ~~December~~the ~~2024~~Common Stock of the Company. The ~~form~~ ~~211~~application for a trading symbol, by the filing isby a ~~prerequisite~~market ~~for~~maker of the Form 211 with FINRA tois ~~issue~~pending and the Company reasonably expects that it should receive a trading symbol for ~~the~~its shares of Common Stock ofin ~~the~~or ~~Company~~before December 2025.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. When the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this report are made only as of the date of this report. We disclaim any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise.

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. We are establishing a portfolio of wholly and majority owned subsidiaries delivering what we believe will be leading-edge crowdfunding services in the market. Raisewise USA is a Regulation C crowdfunding platform, which is quite different than other crowdfunding platforms such as: (i) Lending Club, which began as a crowdfunding operation but transitioned to became a peer-to-peer lending company and financial institution that raises money through banks; (ii) Funding Circle Holdings PLC, a public company in the United Kingdom; and (iii) Seed Invest, which is a platform that raises money for equity up to US$75 million and operates like mini IPO for projects holders. Our Raisewise platform operates as a traditional crowdfunding platform with debt, equity, rewards and donations. The ceiling on money raises via crowdfunding platform in the U.S. was formerly USD $1,070,000, until the upper limit was raised in October 2020 to USD $5,000,000. Each investor can find projects that fit their particular business and investor needs from USD $1,000 projects up to USD $5,000,000 and from simple personal loans to real estate equity investments, for example.

The Company has yet to generate revenue from its operations during the fiscal year ended May 31, ~~2024~~2025, nor through the three-month period ended August 31, ~~2024~~2025, and it has not had any revenue since inception November 27, 2019. In order for the Company to maintain and expand its operations through the next 12 months, it may be required to: (1) successfully raise capital from its pending Registration Statement, if and when it is declared effective by the SEC; and/or (2) continue to raise through capital infusions through the issuance of other equity or debt securities, of a minimum of $1 million and up to $5 million.

The Company incurred net losses for the years ended May 31, ~~2024~~2025, and ~~2023~~2024 of ($~~345~~5,~~868~~693,136) and ($~~203~~1,~~636)~~256,667) respectively. Cumulative losses since inception through May 31, ~~2024~~2025 are ($1(8,~~652~~256,~~278~~213). The Company has net negative working capital at its fiscal year ended May 31, ~~2024~~2025 of ($~~166~~609,~~522)~~363.

20During the year ended May 31, 2025, the Company raised $651,0000 from private securities offerings, principally involving the issuance of convertible notes, to third-party “accredited investors,” as that term is defined under Rule 501 of Regulation D promulgated by the Commission under the Act, as compared to $264,825 during the same period of the prior year, which sales were made in reliance upon Regulation S promulgated by the Commission under the Act. 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 Offering 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 Offering 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.

During the year ended May 31, 2024, the Company raised $264,825 from private stock offerings to third-party accredited investors, as that term is defined under Rule 501 of Regulation D promulgated by the Commission under the Act, as compared to $154,875 during the same period of the prior year, which sales were made in reliance upon Regulation S promulgated by the Commission under the Act. While the Company reasonably believes that it will be able to continue to raise capital from sales to third-party investors (subject to the 15 day “quiet” period following the filing the this Amendment#1 to the Registration Statement under SEC rules, which prohibit management teams or their marketing agents from promoting, making forecasts or expressing any opinions about the value of their company during the quiet period.) as well as from advances from related parties, 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 Offering under this Registration Statement. There can be no assurance that the Company will be successful in raising sufficient proceeds from this Offering or the amount of proceeds that are actually raised. Reference in made to the disclosure under “Use of Proceeds” above.22

This raises doubt about the Company’s ability to continue as a going concern. If additional funds cannot be raised or otherwise generated, the Company may be forced to reduce staff, minimize its research and development activities, or in a worst-case scenario, shut-down operations. However, management is cautiously optimistic that they can continue to improve operations and raise the appropriate funds both privately and publicly, of which there can be no assurance, in order to develop and grow the Company’s underlying ~~planned~~business ~~businesses~~operations. As explained above, the Company ishas ~~currently~~been raising ~~working~~ capital to fund its operations, ~~principally~~by ~~via limited~~ private placements to accredited investors of ~~equity~~its securities ~~including~~involving ~~Common Stock and warrants, in reliance upon~~ the ~~exemption~~sale ~~under~~of ~~Reg~~restricted Scommon ~~promulgated~~stock byand ~~the~~convertible ~~Commission under the Act. In addition~~notes, ~~the~~ ~~Company~~certain ~~has~~sales ~~ongoing and pending contracts that are expected to generate operating cash to support operations during 2023 and during the next 12 months,~~ of which ~~there~~have ~~can~~also beincluded ~~no assurance~~warrants. ~~Reference~~These ~~is made to the disclosure under “BUSINESS-The Company’s~~sales ~~Business~~of ~~Plan”~~restricted ~~above.~~securities ~~Despite~~have ~~its limited cash resources, the Company has~~ been ~~able~~made toin ~~retain~~reliance ~~engineering,~~upon ~~consulting, legal and accounting personnel partially through~~ the ~~raising~~exemption ofunder ~~interim~~Reg ~~working capital from related party advances and private sales of equity securities to accredited investors~~D, ~~notwithstanding~~rule ~~the~~506(b) ~~fact~~promulgated ~~that~~by the ~~Company~~Commission ~~has~~under ~~substantial Commitments for Capital Expenditures~~the Act.

~~The~~Reference is made to the disclosure under “BUSINESS-The Company’s ~~believes~~Raisewise ~~that~~Business itPlan” ~~possesses~~above. Despite its limited cash resources, the ~~ability~~Company has been able to ~~meet~~retain ~~requirements~~engineering, inconsulting, ~~the~~legal ~~short-term~~and (accounting personnel partially through the ~~next~~raising 12of ~~months~~interim working capital from ~~the~~related ~~most~~party ~~recent~~advances ~~fiscal period~~and ~~ended~~private ~~May~~sales ~~31,~~of ~~2024)~~securities asto ~~well~~accredited asinvestors, innotwithstanding the ~~long-term~~fact ~~(beyond~~that the Company ~~next~~has 12substantial ~~months)~~Commitments for Capital Expenditures.

~~Results~~The ofCompany ~~Operations~~believes ~~for~~that it possesses the ~~Year~~ability ~~Ended~~to ~~May~~meet ~~31,~~requirements ~~2024~~in ~~compared~~the toshort-term (the ~~Year~~next ~~Ended~~12 months from the most recent fiscal period ended May 31, ~~2023~~2025) as well as in the long-term (beyond the next 12 months).

Results of Operations for the Year Ended May 31, 2025 compared to the Year Ended May 31, 2024

Operating Expenses

Operating expenses incurred for the year ended May 31, ~~2024~~2025, were $~~345~~5,~~868~~693,136 compared to operating expenses of $~~203~~1,~~636~~256,667 for the year ended May 31, ~~2023~~ 2024, an increase of $~~142~~4,~~232~~436,469, which is principally due the increased legal and accounting fees related to ~~this Registration Statement and~~ the fees related to the Company’s reporting obligations with the ~~Subsidiaries~~SEC ~~filing~~under inthe Exchange Act, Raisewise USA and its non-U.S. regulatory application processes with their respective jurisdictions and the general and administrative expenses associated with being a small public company.

Liquidity and Capital Resources

At May 31, ~~2024~~2025, the Company had a working capital deficit of $~~166~~609,~~522~~363 compared to a working capital deficit of $48166,~~140~~522 at May 31, ~~2023~~2024. The increase in the working capital deficit is due to a increase in payables due to related parties, offset by an increase in accounts payable.

The Company used $~~263~~653,~~840~~350 in operating activities for the fiscal year ended May 31, ~~2024~~2025, compared to $~~156~~263,~~613~~840 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 fiscal year ended May 31, ~~2024~~2025, as discussed under Operating Expenses above.

The Company received $~~264~~651,~~825~~000 provided by financing activities during the fiscal year ended May 31, ~~2024~~2025, compared to $~~154~~264,~~875~~825 provided by financing activities during the fiscal year ended May 31, ~~2023~~2024. The increase is due to the sale of ~~shares~~restricted securities, principally related to the issuance and sale of ~~equity~~convertible ~~unites~~notes to accredited investors in reliance on Reg D, Rule 506(b) during the year ended May 31, ~~2024~~2025.

Off-Balance Sheet Arrangements.

The Company does not have any off-balance sheet arrangements at this time.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

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:

Financial Instruments

ASC 820, Fair Value Measurements and Disclosures (ASC “820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

Convertible Notes

The Company evaluated the convertible note under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging. The conversion feature does not meet the criteria for bifurcation as a derivative due to the illiquid nature of the underlying equity and the absence of a net settlement feature.

Accordingly, the entire instrument is accounted for as a liability at amortized cost. The Company uses the effective interest method to amortize the discount over the term of the note.

The Company accounts for debt instruments issued at a discount in accordance with ASC 835-30, Interest – Imputation of Interest, and ASC 470, Debt. The debt discount is amortized over the term of the debt using the effective interest method, which results in a non-linear recognition of interest expense over time. The amortization of the discount is recorded as interest expense in the consolidated statements of operations.

Stock-Based Compensation

ASC 718 Compensation – Stock Compensation (“ASC 718”) prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability, otherwise, the transaction should be recognized as equity.

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. For stock-based transactions, May 31, 2025, the Company issued shares for services at an established market price of $2,00 discounted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

None.

Item 8. Financial Statements and Supplementary Data.

The Consolidated Financial Statements of the Company and the report of the independent registered public accounting firm thereon starting on page F-1 are included herein.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On July 10, 2025, the Company’s Board of Directors approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi & Co.”) as the Company’s independent registered public accounting firm for the fiscal years ended May 31, 2025 and May 31, 2026, including the review of interim quarterly financial statements for the periods ending August 31, 2025 through February 28, 2026. In connection with this engagement, the Company accepted the resignation of Hudgens CPA PLLC (“Hudgens”) as its independent registered public accounting firm.

As previously reported in the Company’s Form 8-K filed on January 30, 2025, the Board had approved the re-engagement of Hudgens as the Company’s independent registered public accounting firm on January 16, 2025, for the fiscal year ending May 31, 2025, following the resignation of Dan Barton, CPA on December 29, 2024. During the interim periods ended August 31, 2024, November 30, 2024, and February 28, 2025, and through July 10, 2025, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, and no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided Hudgens with a copy of this disclosure and requested that it furnish a letter to the Securities and Exchange Commission (“SEC”) stating whether it agrees with the statements herein; such letter is filed as Exhibit 16.1 to this Form 10-K. The Company also previously reported in its January 30, 2025 Form 8-K that there were no disagreements or reportable events with Dan Barton, CPA, and that his audit report on the Company’s consolidated financial statements for the year ended May 31, 2024, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

On April 5, 2024, the Company filed a Form 8-K with the Commission reporting that on March 31, 2024, the Board of Directors of Blue Chip Capital Group, Inc. (the “Company”) approved the engagement of Barton CPA, Cypress, TX (“Barton”) as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending May 31, 2024, including review the Company’s interim quarterly financial statements for the period ended February 29, 2024. In connection with the selection of Barton, the Company agreed not to reengage Hudgens CPA PLLC (“Hudgens”) as the Company’s independent registered public accounting firm.

The refenced Form 8-K further reported that during the years ended May 31, 2023, 2022, 2021 and 2020, and the subsequent interim period through November 30, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused Hudgens to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Hudgens on the Company’s consolidated financial statements as of and for the years ended May 31, 2023, 2022, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years-ended May 31, 2023 and 2022, and the subsequent interim period through November 30, 2023, neither the Company nor anyone on its behalf has consulted Barton with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Barton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company delivered a copy of this Form 8-K containing disclosure under Item 4.02 to Hudgens CPA, PLLC and requested that it furnish to the Commission its letter regarding the disclosure Item 4.02 with respect to its firm. A copy of such letter was attached as Exhibit 16.1.

On October 15, 2024, the Company filed a Form 8-K with the Commission with disclosure under Item 4.02(a) , Non-Reliance on Previously Issued Financial Statements or a Related Audit Report. The October 15, 2024 Form 8-K reported that during the preparation of this Form 10-K for the year ended May 31, 2024, management of the Company identified misstatements with respect to recognition of legal expenses during the year ended May 31, 2023. Management identified certain legal expenses in the approximate amount of $30,000, that should have been accrued in the year ended May 31, 2023. This resulted in an understatement in the reported amounts of general and administrative expense and understatement in the reported amounts of net loss by such amount, for the period ended May 31, 2023. Correspondingly, accounts payable for the year ended May 31, 2023, were understated and have been restated.

On October 10, 2024, the Company’s management and the Board of Directors decided it was necessary to amend its Form 10-K for the year ended May 31, 2023, to correct the audited consolidated financial statements for the misstatements identified above. Accordingly, investors should no longer rely on the Company’s previously released audited consolidated financial statements for the year ended May 31, 2023. The restated financial statements to be included in the amended Form 10-K should be relied on in lieu of the previous audited consolidated financial statements included in the Company’s original Form 10-K for the year ended May 31, 2023. The Company is diligently pursuing completion of the restatements and intends to file the amended Annual Report for the year ended May 31, 2023, as soon as reasonably practicable.

Dan Barton, CPA, the Company’s independent registered public accounting firm, concurred with the Company’s decision to amend the Form 10-K for the year ended May 31, 2023. The Company’s management and its Board discussed with Dan Barton, CPA, the matters described in the October 15, 2024 Form 8-K.

More complete and detailed disclosure is contained in Note 4, Restatement, to the Notes to Consolidated Financial Statements below.

Item 9A. Controls and Procedures.

~~(a)~~Rules ~~Mr.~~adopted ~~Joseph~~by R.the ~~Moran,~~SEC ~~our~~pursuant ~~Chief~~to ~~Operating~~Section ~~Officer,~~404a ~~served~~of as the ~~Company’s~~Sarbanes-Oxley ~~CEO~~Act ~~and~~of ~~CFO~~2002 ~~(Principal~~require ~~Executive~~annual ~~Officer~~assessment ~~and~~of ~~Principal Accounting~~our ~~Officer)~~internal ~~from~~controls ~~its~~over financial ~~founding~~reporting asand aan ~~Nevada~~annual ~~corporation~~management inreport ~~December~~on ~~2020~~the ~~until~~effectiveness ~~March~~of ~~29,~~controls ~~2924~~over financial reporting.

OnWhen ~~March~~evaluating ~~29,~~our ~~2024,~~internal ~~Mr.~~control ~~James~~over C.financial ~~DiPrima~~reporting, ~~was~~we ~~appointed~~may asidentify ~~the~~material ~~Company’s~~weaknesses ~~Interim Chief Executive Officer~~ and ~~Interim~~significant ~~Chief~~deficiencies. ~~Financial~~A “material ~~Officer~~weakness” ~~(Principal~~is ~~Executive~~a ~~Officer~~deficiency, ~~and~~or ~~Principal~~a ~~Accounting~~combination ~~Officer.~~of ~~As a result~~deficiencies, ~~during~~in ~~the~~internal ~~fiscal~~control ~~year~~over ~~ended~~financial ~~May 31~~reporting, ~~2023,~~such ~~Mr.~~that ~~Moran was~~there ~~responsible~~is ~~for~~a reasonable ~~reporting~~possibility onthat ~~the~~a ~~effectiveness~~material misstatement of the ~~Company~~company’s ~~disclosure~~annual ~~controls~~or ~~and~~interim ~~procedures~~financial ~~(as~~statements ~~defined~~will innot §be ~~240.13a-15(e)~~prevented or §detected ~~240.15d-15(e)~~on ofa ~~Regulation~~timely ~~S-K) with respect to the fiscal year ended May 31, 2023~~basis.

~~During~~As ~~the~~of ~~fiscal year ended~~ May 31, ~~2024~~2025, ~~Mr.~~our ~~DiPrima~~management ~~became~~concluded ~~responsible~~that ~~for~~our controls and procedures over financial reporting onand ~~the~~disclosures ~~effectiveness~~were ofnot ~~the~~effective, due ~~Company’s~~to ~~disclosure~~material weaknesses in our internal control over financial reporting The identified material weaknesses relate to a lack of financial reporting close controls in place to ensure that all material transactions and ~~procedures~~developments ~~(as~~impacting ~~defined~~the financial statements are appropriately reflected in §accordance ~~240~~with U.~~13a-15(e)~~S. orGAAP, §including ~~240.15d~~non-~~15(e)~~routine and complex accounting issues; a lack of ~~Regulation~~segregation ~~S-K)~~of duties in the financial reporting process; and insufficient personnel with ~~respect~~the required skill and experience to complete the ~~fiscal~~financial ~~year~~reporting close process. ~~ended~~Our ~~May~~management ~~31,~~and ~~2024~~board of directors are reviewing the material weaknesses described above and developing a plan to remediate and enhance our overall control environment. In order to maintain and improve the effectiveness of its internal control over financial reporting, our efforts to remediate our material weaknesses will include:

~~(b)~~● Ashiring ~~disclosed~~additional inaccounting ~~Item 9 above and more fully in Note 4~~personnel, ~~Restatement,~~including ~~Notes~~those towith ~~Consolidated~~public ~~Financial~~company Statements, based on the evaluation of these controls and procedures required by paragraph (b) of § 240.13a-15 or § 240.15d-15 of Regulation S-K, th controls and procedures over financial reporting during the fiscal year ended May 31, 2023 were not adequate and as a result, the audited financial statements for the fiscal year ended May 31, 2023 have beenrestated in this Form 10-K.experience;

~~Management~~● ofproviding ~~Blue~~additional ~~Chip~~training ~~Capital~~for ~~Group,~~our ~~Inc.~~personnel ~~reasonably~~on ~~believe~~internal ~~that, as of May 31, 2024, the Company has established and maintained disclosure~~ controls ~~and~~ ~~procedures~~over ~~designed~~financial to ensure that information required to be disclosed in its periodic reports including this form 10-K filed with the Commission is recorded, processed, summarized, and reported within the time periods specified by the Commission, and is accurate and complete.reporting;

● implementing additional controls and processes, including those that operate at a sufficient level of precision or that evidence performance;

● adopting processes and controls to better identify and manage segregation of duties; and

● potentially engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

Designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we intend to take may not fully address the material weaknesses that we have identified, and we may identify other material weaknesses in our internal control over financial reporting in the future.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors were elected to serve until the next annual meeting of shareholders and until his respective successors will have been elected and will have qualified. The following table sets forth the name, age and position held with respect to our present executive officers and directors:

Name and Address	Age	Title
James C. DiPrima 269 South Beverly Drive, Suite 373	7576	Director, Interim Chief Executive Officer and Interim Chief Financial Officer
Beverly Hills, CA 90212
Joseph Richard Moran 269 South Beverly Drive, Suite 373	6667	Chief Operating Officer
Beverly Hills 90212
Shani Moran	4647	Director
9790 Wendover Drive
Beverly Hills, CA 90210
Frederic Ohana	5455	Director
14 Marina Views
Gibraltar UK GX11188

2328

James. C. DiPrima, Age 7576, Director, ~~Interim~~ Chief Executive Officer and ~~Interim~~ Chief Financial Officer: On March 29, 2024, the Company’s Board of Directors approved the appointment of Mr. DiPrima as Interim Chief Executive Officer and Interim Chief Financial Officer. Mr. ~~DiPrima~~ DiPrima has a Bachelor of Science in Business Administration from Creighton University, Omaha, Nebraska. His career includes 40 years of finance and accounting in both the public and private sectors beginning his career at Deloitte Haskins & Sells in the audit division, ~~the~~ the predecessor company to Deloitte & Touche. He has held various positions with start-up companies, as a comptroller of a manufacturing company, founded and operated an accounting and tax consulting firm focused on medical practice management and tax planning. He has acted as a contract Chief Financial Officer for multiple traded companies and has been working in various positions with public traded companies since 1995 as well as providing consulting services for several other public companies in the areas of accounting, tax planning and financial reporting.

At present. Mr. DiPrima serves as CEO of PAO Group, Inc. (OTC: PAOG) a publicly traded holding company dedicated to operating businesses ~~within~~providing ~~the~~legal ~~medical~~referrals. ~~cannabis sector~~ He currently is CEO of Green Stream Holding, Inc. (OTC: GSFI) a company providing solutions in the ~~alternative~~ alternative energy sector. He is also serving as: CFO for Starstream Entertainment, Inc. (OTC: SSET), a company providing event staffing; ~~acting~~ acting CFO for GBX International (OTC GBXI), a holding company with patents in various medical products; and acting CFO of Pacific Software, Inc. (OTC PFSF), a company focused on the development of skin care products.

Joseph R. Moran, age 6465, Chief Operating Officer. On March 29, 2024, the Board of Directors, in connection with the appointment of Mr. DiPrima as Interim CEO and CFO, appointed Mr. Moran as Chief Operating Officer. Mr. Moran served as the Company’s CEO and CFO from its founding as a Nevada corporation in December 2020 until March 29, ~~2924~~2024. Mr. Moran, is an ~~International~~international ~~Entrepreneur~~entrepreneur with business activities ~~across~~in the ~~USA~~United States and Western Europe., ~~Joseph R. Moran~~ has been a leading distributor in the upholstery textile industry over the last three ~~decades~~ decades and was ~~known~~recognized as ~~the~~a ~~second~~major ~~largest~~ trimming supplier in the ~~USA,~~U.S. with warehouses across America and ~~offices in the East and West Coasts and~~ distribution in Central and South America, Middle East, ~~Europe~~ and ~~Eastern~~ Europe. AsMr. Moran was founder and CEO of three ~~separate~~ private companies servicing different ~~spheres~~industries ofincluding ~~the industry from~~ commodities and to high end fashion ~~houses~~, ~~his~~active ~~activities~~in ~~as involved~~ both business and financial matters ~~including in Germany where he continued designing manufacturing and distribution across Europe~~. Mr. Moran is also the founder and CEO of several ~~German~~private real estate companies ~~working~~ in construction and development based in Bavaria, Germany~~, with a track record of investment and value creation in urban mixed use of real estate in Germany as well as a leading reputation in historical property development~~. We believe that Mr. Moran’s established relationships with businesses and ~~regional and local authorities and~~ leaders in the U.S. and Europe should assist the Company to capitalize on the crowdfunding market’s arising opportunities.

Shani Moran, age ~~46,~~47 Director: Shani Moran is the wife of Joseph Richard Moran, ~~who~~the isCompany’s ~~our~~ Chief Operating Officer and a founder ~~of the Company~~. Ms. Moran, a recognized celebrity home consultant, is the founder and chief executive officer of Pillow Pops USA, a home decor ~~company~~ company operates through its website, https://pillowpops.com. Launched in 2019, Pillow Pops was created to empower people from all walks of life to transform their homes with confidence and ease by creating a unique concept using ecologically friendly textiles and is committed to fighting child labor and human exploitation practices by adhering to stringent manufacturing guidelines.

Ms. Moran has impacted the home decor industry in significant ways, offering inexpensive exchangeable solution for renovating one’s home and her work has been featured in a variety of publications including Forbes, CNN, Essence Magazine, Redbook and more. In addition, she has worked with celebrities such as Gwen Stefani, Usher, and Tanya Tucker, among others, and was selected as one of the decorators to work on the GRAMMY Awards in 2020. Most recently Ms. Mis channeling her efforts into a charity focused collaboration with internationally acclaimed artist and South African activist, Dr. Esther Mahlangu, an icon in the contemporary art scene as well as other world-renowned artists from the music and fashion world.

Ms. Moran has extensive experience in textile design, having worked across all the spheres of the industry as one of the leading wholesalers in both the European and US market, from selling mass-produced commodities to furniture manufacturers at different department stores, as well as designing and producing upholstery textiles for leading fashion houses. In addition, Moran has been heavily involved in the Diamond Industry as an operations consultant, part of the Weltsman Group, a family Diamond Business with activities across the world and specifically in Israel, Belgium, Dubai and Africa. The Weltsman Group specializes in mining activities with contracts tied to US corporations as well as European trade companies.

~~Coming~~Frederic ~~from~~Ohana, aage ~~psychology~~55, ~~background~~Director: ~~and~~Mr. ~~having~~Ohana ~~worked~~was ~~with~~appointed ~~women~~as ~~who~~a ~~are~~member ~~survivors~~of the Company’s Board of ~~violence~~Directors ~~(domestic~~on October 21, 2024. Mr. Ohana has worked more than 20 years in Private Banking and ~~otherwise)~~Wealth Management for major institutions in ~~her~~France ~~home~~and ~~country~~Gibraltar, including Groupama ofBanque ~~South~~and ~~Africa,~~Credit MsSuisse. ~~Moran~~He ~~knew~~holds ~~the~~Masters ~~importance~~in ofMathematics ~~self-expression~~and Finance from Paris University, France. In addition, Mr. Ohana is fluent in ~~the~~French, ~~home~~Arabic, Spanish and ~~creating~~English aand ~~sanctuary~~networks in Morocco, France, Spain and UK, principally engaged in international finance and business. Mr. Ohana currently serves as aCFO ~~result~~of Hyperion Solution Partners, ~~Ms.~~part ~~Moran~~of ~~has been~~the ~~involved~~Hyperion inGroup ~~major~~of ~~efforts~~Companies ~~for~~founded ~~community~~in ~~initiatives~~2012 and based ~~programs~~in ~~for~~Gibraltar. ~~the~~The ~~underprivileged~~Hyperion Group provides a wide range of financial and ~~historically~~related ~~disadvantaged~~services ~~sectors~~including diverse and in-depth experience, ~~principally~~beyond inclassic ~~Africa~~solutions, ~~for~~on ~~women’s~~behalf ~~empowerment~~of high net-worth clients, often utilizing non-traditional asset classes including real estate, private equity, art and ~~entrepreneurial~~precious ~~responsibility~~stones.

2429

Frederic Ohana, age 54, Director: Mr. Ohana was appointed as a member of the Company’s Board of Directors on October 21, 2024. Mr. Ohana has worked more than 20 years in Private Banking and Wealth Management for major institutions in France and Gibraltar, including Groupama Banque and Credit Suisse. He holds Masters in Mathematics and Finance from Paris University, France. In addition, Mr. Ohana is fluent in French, Arabic, Spanish and English and networks in Morocco, France, Spain and UK, principally engaged in international finance and business. Mr. Ohana currently serves as CFO of Hyperion Solution Partners, part of the Hyperion Group of Companies founded in 2012 and based in Gibraltar. The Hyperion Group provides a wide range of financial and related services including diverse and in-depth experience, beyond classic solutions, on behalf of high net-worth clients, often utilizing non-traditional asset classes including real estate, private equity, art and precious stones.

Corporate Governance

We have included as exhibits to this Annual Report on Form 10-K certificates of our Chief Executive Officer and Chief Financial Officer certifying the quality of our public disclosure.

We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity, as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. We have adopted a Code of Ethics for all of our employees, including our principal executive officer, principal financial officer and principal accounting officer and directors. Copies of the Code of Ethics is attached as Exhibit 14 to this Form 10-K.

Item 11. Executive Compensation.

For the fiscal years ended May 31, ~~2024~~2025, and May 31, ~~2023~~2024, the Company did not pay any compensation to our executive officers, nor did any other person receive a total annual salary and bonus exceeding $100,000.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists the number of shares of Common Stock and shares of Series A Voting Preferred Stock of our Company as of November 113, ~~2024~~2025, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. The table also includes Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The business address of each record and beneficial owner listed is in care of the Company at 269 South Beverly Drive, Suite 373, Beverly Hills CA 90212 unless otherwise noted. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse.

25Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse.

~~As of November 11, 2024,, we had 80,841,900 shares of Common Stock and 999,999 shares of Series A Voting Preferred Stock issued and outstanding.~~30

Name of Beneficial Owner (1)	Common Stock Beneficially Owned (1)	Percentage of Common Stock Owned (1)
NM & RM Corp. (2)	28,125,000 shares		34.8	%
Titan Ventures, Inc.	25,000,000 shares		30.9	%
Ocean Prospect Limited (3)	18,750,000 shares		23.2	%

As of November 3, 2025, we had 93,919,400 shares of Common Stock and 999,999 shares of Series A Voting Preferred Stock issued and outstanding.

(1) Applicable percentage ownership is based on 80,841,900 shares of Common Stock outstanding as of November 31, 2024, and 71,875,000 shares of Common Stock owned by the above founders. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of August 31, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner(1)	Common Stock Beneficially Owned (1)	Percentage of Common Stock Owned (1)
Joseph Richard Moran (2)	53,125,000 shares		56.5	%
Ocean Prospect Limited (3)	18,750,000 shares		19.9	%
James C. DiPrima, Director, CEO and CFO	2,675,000 shares		*	%
Shani Moran, Director (4)	-0- shares		0	%
Frederic Ohana, Director	-0- shares		0	%

All Named Executive Officers and Directors as a group (4 persons)	74,550,000 shares		79.4	%

~~(2)~~* ~~Joseph~~Less ~~Richard~~than Moran, our COO and founder, 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 80,841,900 outstanding shares of Common Stock, representing approximately 65.71% of the presently outstanding Common 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. 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 Common Stock 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 53,897,294 votes, representing a total of 107,022,294 votes of the total voting rights of 134,739,194 shares of voting capital stock, which includes the voting rights of the remaining 333,333 shares of Series A Voting Preferred Stock, resulting in Mr. Moran’s control of approximately 79.4%% of the total voting capital stock of the Company.

As(1) aApplicable ~~result~~percentage ofownership ~~Mr.~~is ~~Moran’s~~based ~~ownership~~on 93,919,400 ~~through~~shares NMof &Common RMStock ~~Corp.~~outstanding ~~and~~as ~~Titan~~of ~~Ventures~~November ~~Inc.~~4, of2025, 53and 71,~~125~~875,000 shares of Common Stock ~~and~~owned ~~666,666 shares~~by ofthe ~~Series~~above ~~A Voting Preferred Stock, Mr~~founders. ~~Moran~~Beneficial ~~may~~ownership beis ~~deemed~~determined toin beaccordance awith ~~“Control~~the ~~Person”~~rules of the ~~Company,~~Securities ~~which~~and ~~means any~~Exchange ~~Person~~Commission and generally includes voting or ~~Persons~~investment ~~(as~~power ~~defined~~with ~~under~~respect ~~Section~~to ~~2(a)2~~securities. Shares of ~~the~~Common ~~Act)~~Stock that ~~possesses~~are ~~directly~~currently exercisable or ~~indirectly~~exercisable within 60 days of August 31, ~~the~~2025, ~~power~~are deemed to ~~direct~~be orbeneficially ~~cause~~owned by the ~~direction~~ ofperson holding such securities for the ~~management~~purpose of ~~and~~computing ~~policies~~ownership of such ~~Person,~~person ~~whether~~but ~~through~~are not treated as outstanding for the ~~ownership~~purpose of ~~voting~~computing ~~securities~~the orpercentage ~~contract~~ownership orof ~~otherwise~~any other person.

(32) ~~Ocean~~Joseph ~~Prospect~~Richard ~~Limited~~Moran, anour ~~entity~~COO ~~located~~and infounder, ~~Queensway~~is the control person of NM & RM Corp. and Titan Ventures, ~~Gibraltar~~Inc., iswhich arespectively ~~trust~~own 28,125,000 ~~organized~~shares ~~under~~and ~~the~~25,000,000 ~~laws~~shares (or a combined total of ~~Gibraltar~~53,125,000 ~~owns~~shares) 18of the Company’s 93,~~750~~919,~~000~~ 400 outstanding shares of Common Stock, representing approximately 56.5% of the presently outstanding Common 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 ~~trustees~~remaining 333,333 shares of Series A Voting Preferred Stock are owned by Ocean Prospect Limited. The holders of the shares of Series A Voting Preferred Stock are ~~James~~entitled ~~Lasry~~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 Common Stock 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 ~~Frederic~~Titan ~~Ohana~~Ventures, Inc., representing 66.67% of the 999,999 outstanding shares of Series A Voting Preferred Stock, will have voting rights to an additional 63,865,192 votes, representing a ~~director~~total of 116,990,192 votes of the total voting rights of 157,984,592 shares of voting capital stock, which includes the voting rights of the remaining 333,333 shares of Series A Voting Preferred Stock, resulting in Mr. Moran’s control of approximately 74.1%% of the total voting capital stock of the Company.

(3) Ocean Prospect Limited, an entity located in Queensway, Gibraltar, is a trust organized under the laws of Gibraltar, owns 18,750,000 shares of Common Stock and 333,333 shares of Series A Voting Preferred Stock. The trustees of Ocean Prospect Limited include Frederic Ohana, a director of the Company.

(4) Shani Moran, a director, is the spouse of Joseph Richard Moran. Ms. Moran disclaims beneficial ownership of 53,125,000 shares of Common Stock beneficially owned by Mr. Moran.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The Company follows ASC 850, Related Party Disclosures (ASC:850”) for the identification of related parties and disclosure of related party transactions. At May 31, ~~2024,~~2025 and May 31, ~~2023~~2024, the amounts due for related party transactions were $~~72,265~~240 and $4972,~~898~~265, respectively. The single related party, ~~was~~Joseph Richard Moran, is a “control shareholder,” Chief Operating Officer and ~~officer~~a founder of the Company and made various advances to cover operating expenses ~~when~~from ~~the Company~~time ~~was~~to ~~short of the required cash flow~~time. During the fiscal ~~year~~years ended May 31, ~~2024,~~2025 ~~Freddy Cimper was named Chief Technical Officer~~ and ~~was paid $20~~2024,~~000 in professional fees~~ Mr. ~~Joseph Richard~~ Moran, isa anprincipal ~~officer~~ of ~~Blue~~NM ~~Chip~~& ~~Capital~~RM ~~Group,~~Corp. ~~Inc~~ and isTitan, ~~the~~both ~~Chief~~principal ~~Executive Officer~~shareholders of NMthe &Company, RMwas ~~Corporation.~~paid NMfees &for RMservices ~~was~~of ~~paid~~$69,500 and $85,000 ~~for professional fees during the Year ended May 31~~, ~~2024~~respectively.

Item 14. Principal Accountant Fees and Services.

	(1)	Audit Fees. Audit fees for the May 31, 2025 audit are $35,000. There were $27,000 in fees billed and paid in the aggregate for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s Form 10-Q (17 CFR 249.308a) or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
	(2)	Audit-Related Fees. The Company paid $1150,~~200~~000 in fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under The fees were related to the production of accounting schedules utilized by the principal accounts in the performance of the audits.
	(3)	Tax Fees. There were no tax fees billed by the principal accountant for tax compliance, tax advice, and tax planning.
	(4)	All Other Fees. There were no other aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in Items 9(e)(1) through 9(e)(3)
	(5)	((i) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. The audit committee reviewed previous filings of the auditor by other companies and reviewed the PCAOB database>
		(ii) Disclose the percentage of services described in each of Items 9(e)(2) through 9(e)(4) of Schedule 14A that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
	(6)	If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees. The Company CFO provided all accounting functions required to complete the necessary documentation required by the principal accountants in order to render their opinion.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents filed as a part of the report:

(i) Consolidated Balance Sheets as of May 31, ~~2024~~2025, and May 31, ~~2023~~2024; (ii) Consolidated Statements of Operations years ended May 31, ~~2024~~2025 and May 31, ~~2023~~2043; (iii) Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended May 31, ~~2024~~2025 and May 31, ~~2023~~2043; (iv) Consolidated Statements of Cash flows for the years ended May 31, ~~2024~~2025 and May 31, ~~2023~~2024; and (v) Notes to the Consolidated Financial Statements.

(b) Code of Ethics, filed as Exhibit 14 hereto.

Index of Exhibits
Exhibit No.		Description
3.1		Blue Chip Capital Group, Inc. File Stamped Nevada Filing Acknowledgement dated December 18, 2020 *
3.1(a)		Blue Chip Capital Group, Inc. File Stamped Nevada Articles of Incorporation dated December 18, 2020 *
3.2		Blue Chip Capital Group, Inc. Bylaws *
4.1		Form of Common Stock Purchase Warrant *
10.1		Form of Placement Agent Agreement *
10.2		Raisewise USA Platform License Agreement dated as of April 1, 2022 *
10.3		Raisewise USA Management Services Agreement dated as of April 1, 2022 *
10.4		Raisewise Sweden Platform License Agreement dated as of April 1, 2022 *
10.5		Raisewise Sweden Management Services Agreement dated as of April 1, 2022 *
10.6		Raisewise Morocco Platform License Agreement dated as of April 1, 2022 *
10.7		Raisewise Morocco Management and Maintenance Services Agreement dated as of April 1, 2022 *
10.8		Binding Letter of Intent dated August 28, 2024**
14		Code of Ethics**
21.1		List of Subsidiaries *
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

Index of Exhibits

Exhibit No.		Description
3.1		Blue Chip Capital Group, Inc. File Stamped Nevada Filing Acknowledgement dated December 18, 2020 *
3.1(a)		Blue Chip Capital Group, Inc. File Stamped Nevada Articles of Incorporation dated December 18, 2020 *
3.2		Blue Chip Capital Group, Inc. Bylaws *
4.1		Form of Common Stock Purchase Warrant *
10.1		Form of Placement Agent Agreement *
10.2		Raisewise USA Platform License Agreement dated as of April 1, 2022 *
10.3		Raisewise USA Management Services Agreement dated as of April 1, 2022 *
10.4		Raisewise Sweden Platform License Agreement dated as of April 1, 2022 *
10.5		Raisewise Sweden Management Services Agreement dated as of April 1, 2022 *
10.6		Raisewise Morocco Platform License Agreement dated as of April 1, 2022 *
10.7		Raisewise Morocco Management and Maintenance Services Agreement dated as of April 1, 2022 *
10.8		Binding Letter of Intent dated August 28, 2024***
14		Code of Ethics**
21.1		List of Subsidiaries **
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

* Filed with the SEC as part of the Company’s Registration Statement on August 7, 2023, which are incorporated herein.

**Filed herewith.

*** Filed ~~on September 11, 2024~~ with the SEC as Exhibit 99.2 to the Company’s Form 8-K on September 11, 2024.

2733

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Blue Chip Capital Group, Inc.
	/s/: James C. DiPrima
Name:	James C. DiPrima
Title:	Interim Chief Executive Officer
Date:	November 2010, ~~2024~~2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name/Signature	Titles	Date
/s/: James C. DiPrima	Chief Executive Officer	November 2010, ~~2024~~2025
James C DiPrima	(Principal Executive Officer), Chief ~~FinancialOfficer~~Financial Officer (Principal Financial Officer ~~andPrincipal~~and Principal Accounting Officer) and Director
/s/: Joseph R. Moran
Joseph R. Moran	Chief Operating Officer	November 2010, ~~2024~~2025
/s/: Shani Moran
Shani Moran	Director	November 2010, ~~2024~~2025
/s/: Frederic Ohana
Frederic Ohana	Director	November 2010, ~~2024~~2025

2834

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

May 31, ~~2024~~2025

	Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6968)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID: #606)	F-1
Consolidated Balance Sheets as of May 31, 2024, and May 31, 2023	F-3
Consolidated Balance Sheets as of May 31, 2025, and May 31, 2024, RESTATED	F-2
Consolidated Statements of Operations years ended May 31, 2024 and May 31, 2023	F-4
Consolidated Statements of Operations for the Years Ended May 31, 2025, and May 31, 2024, RESTATED	F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended May 31, 2024 and May 31, 2023	F-5
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended May 31, 2025, and May 31, 2024, RESTATED	F-4
Consolidated Statements of Cash flows for the years ended May 31, 2024 and May 31, 2023	F-6
Consolidated Statements of Cash flow for the Years Ended May 31, 2025, and May 31, 2024, RESTATED	F-5
Notes to the Consolidated Financial Statements	F-7 thru F-13
Notes to Consolidated Financial Statements	F-6

2935

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

To the Board of Directors of

Blue Chip Capital Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Blue Chip Capital Group, Inc. (the “Company”) as of May 31, 2025, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended May 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025, and the results of its operations and its cash flows for the year ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

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 has incurred losses from inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRASSI & CO., CPAs, P.C.

PCAOB ID # 606

We have served as the Company’s auditors since 2025.

Jericho, New York

November 7, 2025

F-1

Barton CPA PLLC

Cypress, Texas

F-2

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

		May 31, 2024			May 31, 2023* Restated
	May 31, 2025			May 31, 2024 RESTATED
ASSETS
Current Assets
Cash	$	~~2,743~~393		$	12,~~758~~743
Total Current Assets		~~2,743~~393			12,~~758~~743
Other Assets
Software application		88,590			88,590
Total Other Assets		88,590			88,590
Total Assets	$	9188,~~333~~983		$	9091,~~348~~333
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		97,000			30,000
Accounts payable-related party		105,000			97,000
Due to related parties		72,265			49,898
Accrued interest payable		22,030
Total Liabilities		169,265			79,898
Due to related parties		240			72,265
Stockholders’ Equity (Deficit)
Note Payable		35,000
Preferred A Stock, $0.0001 par value; 1,000,000 shares authorized, 999,999 issued and outstanding on May 31, 2024, and on May 31, 2023, respectively		100			100
Convertible notes payable, net of discount of 167,514 and $0, respectively		447,486			-
Common stock, $0.0001 par value; 400,000,000 shares authorized, 80,841,400 issued and outstanding, on May 31, 2024, and 153,506,250 on May 31, 2023, respectively		8,085			15,351
Total Liabilities		609,756			169,265
Additional paid-in capital		1,566,161			1,301,409
Stockholders’ Deficit
Accumulated deficit		(1,652,278	)		(1,306,410	)
Preferred A Stock, $0.0001 par value; 10,000,000 shares authorized, 999,999 issued and outstanding on May 31, 2025, and on May 31, 2024, respectively		100			100
Total Stockholders’ Equity (Deficit)		(77,932	)		10,450
Common stock, $0.0001 par value; 400,000,000 shares authorized 86,289,400 issued and outstanding, on May 31, 2025, and 81,941,400 on May 31, 2024.		8,629			8,194
Total Liabilities and Stockholders’ Equity (Deficit)	$	91,333		$	90,348
Additional paid-in capital		7,726,711			2,476,851
Accumulated deficit		(8,256,213	)		(2,563,077	)
Total Stockholders’ Deficit		(520,773	)		(77,932	)
Total Liabilities and Stockholders’ Deficit	$	88,983		$	91,333

See accompanying notes to the consolidated financial statements.

F-32

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	May 31, 2024			May 31, 2023* Restated
	2025			2024 RESTATED
	Year Ended
	May 31, 2024			May 31, 2023* Restated
	May 31,			May 31,
	2025			2024 RESTATED
Revenues:	$	-		$	-
Operating Expenses:
General & administrative expenses		345,868			203,636
Stock-based compensation		1,897,500			910,960
Total Operating expenses		345,868			203,636
Inducement expense		3,134,145
Loss from operations		(345,868	)		(203,636	)
General & Administrative expenses		589,325			345,707
NET LOSS	$	(345,868	)	$	(203,636	)
Total Operating expenses		5,620,970			1,256,667
Net Loss Share Basic and Diluted	$	(0.0039	)	$	(0.0013	)
Loss from operations		(5,620,970	)		(1,256,667	)
Weighted Average Number of Common Shares Outstanding during the year Basic and Diluted		89,699,797			153,130,385
Other income/(expenses):
Interest expense		(72,166	)		-
Total Other income/(expenses)		(72,166	)		-
NET LOSS	$	(5,693,136	)	$	(1,256,667	)
Net Loss Share Basic and Diluted	$	(.0687	)	$	(0.0140	)
Weighted Average Number of Common Shares Outstanding during the year Basic and Diluted		82,902,668			89,889,660

See accompanying notes to consolidated financial statements.

F-3

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

	Shares		Amounts		Shares			Amount ($)			Additional Paid-In Capital ($)		Accumulated Deficit ($)			Stockholders’ Deficit ($)

Balance May 31, 2023		999,999		100		153,506,250			15,351			1,301,409		(1,306,410	)		10,450
Issuance of Common Shares for cash						730,150			73			257,252		0			257,325
Issuance of commons Shares for services						2,705,000			270			910,690		0			910,960
Cancel Founders shares						(75,000,000	)		(7,500	)		7,500		0			0
Net Loss		-		-		-			-			-		(1,256,667	)		(1,256,667	)
Balance May 31, 2024 RESTATED		999,999		100		81,941,400			8,194			2,476,851		(2,563,077	)		(77,932	)
Balance		999,999		100		81,941,400			8,194			2,476,851		(2,563,077	)		(77,932	)
Issuance of Common Shares for cash						500						1,000		0			1,000
Issuance of Common Shares for Convertible Notes						2,597,500			260			3,133,885		0			3,134,145
Issuance of Common Shares for services						1,750,000			175			1,897,325		0			1,897,500
Warrants granted												217,650		0			217,650
Net Loss		-		-		-			-			-		(5,693,136	)		(5,693,136	)
Balance May 31, 2025		999,999		100		86,289,400			8,629			7,726,711		(8,256,213	)		(520,773	)
Balance		999,999		100		86,289,400			8,629			7,726,711		(8,256,213	)		(520,773	)

See accompanying notes to the consolidated financial statements.

F-4

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

	Shares		Amounts		Shares			Amount ($)			Additional Paid-In Capital ($)		Accumulated Deficit ($)			Stockholders’ Equity/ (Deficit) ($)
Balance May 31, 2021		999,999		100		150,000,000			15,000			1,051,885		(996,900	)		70,085
Issuance of Common Shares for cash						3,040,000			304			94,696		0			95,000
Net Loss				-					-			-		(105,874	))		(105,874	)
Balance May 31, 2022,		999,000		100		153,040,000			15,304			1,146,581		(1,102,774	)		59,211
Issuance of Common shares for cash						466,250			47			154,828		0			154,875
Net Loss				-					-			-		(203,636	)		(203,636	)
Balance May 31, 2023 * Restated		999,999		100		153,506,250			15,351			1,301,409		(1,306,410	)		10,450
Balance		999,999		100		153,506,250			15,351			1,301,409		(1,306,410	)		10,450
Issuance of Common shares for cash						730,150			73			257,252		0			257,325
Issuance of Common shares for services						1,605,000			161					0			161
Cancel Founders shares						(75,000,000	)		(7,500	)		7,500		0			0
Net Loss				-					-			-		(345,868	)		(345,868	)
Balance May 31, 2024		999,999		100		80,841,400			8,085			1,566,161		(1,652,278	)		(77,932	)
Balance		999,999		100		80,841,400			8,085			1,566,161		(1,652,278	)		(77,932	)

See accompanying notes to the consolidated financial statements.

F-5

BLUE CHIP CAPITAL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended			For the Year Ended
	Year Ended			Year Ended
	May 31, 2024			May 31, 2023* Restated
	May 31, 2025			May 31, 2024 RESTATED
Cash Flows From Operating Activities:
Cash Flows from Operating Activities:
Net loss	$	(~~345~~5,~~868~~693,136	)	$	(~~203~~1,~~636~~256,667	)
Adjustments to reconcile net loss to net cash used in operations
Founders’ shares cancelled		(7,500	)		-
Shares in lieu of compensation		1,897,500			910,960
Shares in lieu of compensation		161			-
Shared issued for inducement		3,134,145			-
Founders’ shares cancelled		-			(7,500	)
Discount amortization		50,136			-
Changes in operating assets and liabilities:
Accounts payable		678,000			3067,000
Due to related parties		22,367			17,023
Accrued Interest payable		22,030			-
Net Cash Used In Operating Activities		(263,840	)		(156,613	)
Due to related parties		(72,025	)		22,367
Cash Flows From Investing Activities:
Net Cash Used in Operating Activities		(653,350	)		(263,840	)
Cash paid for development of application		-			(4,000	)
Cash Flows from Financing Activities:
Net Cash Used in Investing Activities		-			(4,000	)
Proceeds from sale of common stock		1,000			264,825
Cash Flows From Financing Activities:
Note Payable borrowings		650,000			-
Proceeds from sale of common stock		264,825			154,875
Net Cash Provided by Financing Activities		651,000			264,825
Net Cash Provided by Financing Activities		264,825			154,875
Net Increase (Decrease) in Cash		(2,350	)		985
Net Increase (Decrease ) in Cash		985			(5,738	)
Cash at Beginning of Period		2,743			1,758
Cash at Beginning of Period		1,758			7,496
Cash at End of Period	$	393		$	2,743
Cash at End of Period	$	2,743		$	1,758
Supplemental disclosure of cash flow information:
Founders shares cancelled	$	7,500		$	-
Founders’ shares cancelled	$	-		$	7,500
Cash paid for interest	$	-		$	-
Shares issued for services	$	1,897,500		$	910,960
Shares issued with convertible notes	$	3,134,145		$	-
Warrants issued with convertible notes	$	217,650			-

The accompanying notes to the consolidated financial statements.

F-65

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS

Blue Chip Capital Group, Inc., (the “ Company”) was incorporated in the State of Delaware on November 27, 2019, under the name of Blue-Chip Financial Group Corp. It was subsequently ~~re-domiciled~~incorporated toin the ~~state~~State of Nevada on December 17, 2020, with a name change to Blue Chip Capital Group, Inc. ~~This~~Blue isChip Capital Group, Inc (the ~~first~~“Company”) ~~reporting~~owns ~~date~~100% onof ~~the~~Raisewise ~~Company’s~~USA, ~~activity~~Inc., a company incorporated in ~~Nevada~~the State of New York on June 15, 2020.

The Company’s isRaisewise ~~developing~~USA ~~stage~~platform ~~Company~~will ~~that~~be ~~has~~operating ~~created~~through aseveral ~~Crowdfunding~~wholly ~~platform~~or ~~that~~majority ~~provides~~owned ~~individual~~subsidiaries ~~investors~~in ~~with~~Morocco, ~~access~~Sweden ~~to investment~~and ~~opportunities.~~Brazil ~~The~~which ~~Company’s~~will ~~business~~conduct ~~purpose is to identify~~business, ~~research~~when and if ~~determined to meet the Company’s criteria~~operational, ~~acquire~~ ~~an interest~~ in ~~business~~various ~~opportunities available for the Company to leverage~~U.S. ~~The~~and ~~Company~~international isjurisdictions, ~~not~~as ~~restricting~~follows: ~~its~~Raisewise ~~business development~~USA, ~~criteria~~Inc., toa ~~any~~New ~~specific~~York ~~business,~~corporation ~~industry,~~(100% orowned); ~~geographical~~Raisewise ~~location.~~Sweden ~~The~~AB ~~Company~~(80% ~~may~~owned); inRaisewise ~~fact~~Morocco ~~participate~~SARL in(100% aowned); ~~business~~and ~~venture~~Raisewise ~~of virtually~~Brasil ~~any~~LTDA ~~kind~~(95% orowned). ~~nature~~The sosubsidiaries ~~long~~will ~~that~~operate ~~it is~~ in the ~~best~~Crowdfunding ~~interest~~industry ofunder the ~~Company~~Raisewise ~~and~~name ~~its~~in ~~shareholders~~their inrespective anjurisdictions, with ~~effort~~each toof ~~build~~these ~~long-term~~subsidiaries ~~shareholder value~~owning its own platform.

OnThe ~~January~~first 8established, ~~2021~~Raisewise USA, ~~the~~has ~~Company~~been ~~created~~registered anand ~~additional~~authorized ~~wholly~~as ~~subsidiary~~a ~~entitled~~Crowdfunding ~~Raise~~entity ~~Wise~~by ~~Morocco~~the LUnited States Securities and Exchange Commission (“SEC”).~~L.C.~~ NoRaisewise ~~assets~~Sweden orand ~~liabilities~~Raisewise Morocco have received requisite licenses from the respective securities/regulatory ~~been~~authorities ~~recorded~~in onSweden ~~its~~and ~~balance~~Morocco, ~~sheet~~respectively, ~~nor~~and ~~has~~Raisewise ~~the~~Brazil ~~subsidiary~~was ~~had~~recently ~~any~~organized ~~transactions~~and ~~since~~is ~~inception.~~in ~~The~~the ~~subsidiary’s~~process ~~purpose~~for isapplying tofor licenses ~~create~~in aBrazil, ~~Crowdfunding~~the ~~platform~~timing ~~that~~of ~~provides~~which ~~individual~~cannot ~~investors~~be ~~with~~determined ~~access~~at topresent. ~~investment~~Raisewise ~~opportunities.~~Brazil ~~The~~will ~~Company~~own ~~owns~~its ~~100%~~own ofplatform ~~the~~and have license and management ~~subsidiary~~agreements.

~~The~~On ~~Company~~January is8, in2021, the ~~process~~Company ofcreated ~~establishing~~Raisewise aMorocco ~~Crowdfunding~~L.L.C ~~platform in Sweden~~ under the ~~name~~laws ~~RaiseWise~~of ~~Sweden AB~~Morocco. ~~The~~No ~~Company~~assets ~~formed~~or ~~a Swedish~~liabilities ~~Limited~~have ~~liability~~been recorded on its ~~May~~balance 21sheet, ~~2020,~~nor ~~company~~has ~~with~~ the ~~name~~subsidiary ~~RaiseWise~~had ~~Sweden~~any ABtransactions ~~that~~since isinception. aThis ~~wholly owned~~ subsidiary’s ofpurpose ~~the~~is ~~Company that~~to ~~has~~create ~~been granted~~ a ~~registration~~Crowdfunding platform ~~to provide crowd funding services with the national regulator~~ in ~~Sweden).~~Morocco Onthat ~~December~~provides ~~22,~~individual ~~2020, Medcap~~investors ~~LTD~~with ~~agreed~~access to ~~purchase~~investment ~~a twenty percent (20%) ownership in the wholly owned subsidiary for $50,000~~opportunities. ~~There~~The ~~have~~Company ~~been~~owns no100% ~~transactions at~~of this ~~time~~subsidiary.

On May 21, 2020, the Company established Raisewise Sweden AB, a Swedish limited liability company, having a Crowdfunding platform. Raisewise Sweden AB was initially formed as a 100% owned subsidiary that has been granted a registration to provide Crowdfunding services with the national regulator in Sweden. On December 22, 2020, Medcap LTD agreed to purchase a twenty (20%) percent ownership in the wholly owned subsidiary for $50,000. There have been no transactions currently.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~satisfaction~~ satisfaction of liabilities in the normal course of business. The Company ~~has~~ generated no revenue ~~revenues~~ for the ~~year~~twelve months ended May 31, ~~2024~~2025. The Company had a net loss of $~~345~~5,~~868~~693,136 for the twelve months ended May 31, 2025 and an accumulated deficit of $18,~~652~~256,~~278~~213 as of May 31, 2025, raising substantial doubt about the ability of the Company to continue as a going concern for a reasonable period ~~of time~~. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

F-6

Management plans to identify adequate sources of funding to provide operating capital for continued growth.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

F-7

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principals of Consolidation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), and the rules and regulations of the Securities and Exchange Commission (SEC). The consolidated financial statements include the accounts of the Company and its ~~wholly owned~~ subsidiaries. All intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

The Company accounts for cash and cash equivalents under Accounting Standards Codification (“ASC”) 305, Cash and Cash Equivalents (“ASC 305”) and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Software Application

Software consists of an internally developed information system for use by the Company to allow individuals to invest in various opportunities as well as present individuals to provide opportunities for potential Investors and accounted for in accordance with ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software (“~~ASC350~~ASC 350-40”). Costs incurred up to and including the feasibility stage of development as well as maintenance costs are expensed as incurred. As of May 31, ~~2024~~2025, the software is within the application development phase and all costs are currently capitalized.

Revenue Recognition

~~Revenue~~The ~~for~~Company ~~license~~recognizes ~~fees~~revenue ispursuant ~~recognized~~to ~~upon~~Accounting ~~the~~Standards ~~execution~~Codification ~~and~~(“ASC”) ~~closing~~606, ofRevenue ~~the~~from ~~contract~~Contracts ~~for~~with ~~the~~Customers. This ~~amount~~new ofrevenue ~~the~~recognition standard (new guidance) has a five-step process: a) Determine whether a contract. ~~Contract~~exists; ~~fees~~b) ~~are~~Identify ~~generally~~the ~~due~~performance ~~based~~obligations; ~~upon~~c) ~~various~~Determine ~~progress~~the ~~milestones.~~transaction ~~Revenue~~price; ~~from~~d) ~~contract~~Allocate ~~payments~~the ~~are~~transaction ~~estimated~~price; and ~~accrued~~e) Recognize revenue when (or as) performance ~~earned~~obligations are satisfied. ~~Any~~The ~~adjustments~~impact ~~between~~of the Company’s initial application of ASC 606 did not have a material impact ~~actual~~on ~~contract~~its ~~payments~~financial statements and ~~estimates~~disclosures ~~are~~and ~~made~~there towas ~~current~~no ~~operations~~cumulative ineffect of the ~~period~~adoption ~~they~~of ~~are~~ASC ~~determined~~606.

F-7

The Raisewise platform operates as a traditional crowdfunding platform with debt, equity, rewards and donations. Revenues from operations are recognized when payment is tendered. Amounts paid with a credit card are recorded in accounts and other receivables until payment is collected from the credit card processor. There has been no revenue recorded as of May 31, 2025 and May 31, 2024.

Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the ~~financial~~ financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at ~~May 31~~, 2021. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for twelve months ended May 31, 2025 and the tax years ended May 31, 2024, 2023, 2022 2021 and ~~2021~~2020 for U.S. Federal Income Tax and for the State of Nevada. The Company has net operating loss carry forwards in the amount of approximately $18,~~652~~256,~~590~~ 213 that will expire beginning in 2035. The deferred tax assets including the net operating loss carry forward tax benefit of $~~347~~2,~~028~~ 889,675 which is offset by a valuation allowance. The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits. The Company has no tax position at May 31, ~~2024~~2025, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

F-8

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

(Level 3). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

~~Level 3~~ F- Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.8

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

~~Warrants~~Convertible Notes

OnThe ~~June~~Company ~~29,~~evaluated ~~2021,~~ the ~~Company~~convertible ~~entered~~note ~~into~~under aASC ~~subscription~~470-20, ~~agreement~~Debt with aConversion ~~third~~and ~~party~~Other ~~who agreed to purchase 1~~Options,~~440,000~~ ~~shares of common stock for $45,000. In further consideration hereof, the Company will provide warrants to third party allowing third party to purchase a total of Three Hundred~~ and ~~Seventy-Eight~~ASC ~~Thousand (378~~815,~~000)~~ ~~additional~~Derivatives ~~shares of the Company’s common stock (the “Warrants”)~~and onHedging. ~~the~~The ~~following~~conversion ~~terms:~~feature ~~(i)~~does anot ~~warrant~~meet ~~to purchase One Hundred and Twenty-Six Thousand (126,000) shares of~~ the ~~Company’s~~criteria ~~common stock~~for onbifurcation oras ~~before October 1, 2022, at~~ a ~~price~~derivative ofdue ~~Fifty Cents ($.50) per share; (ii) a warrant~~ to ~~purchase~~the ~~One~~illiquid ~~Hundred~~nature ~~and Twenty-Six Thousand (126,000) shares~~ of the ~~Company’s common stock on or before October 1, 2023, at a price of Seventy-Five Cents ($.75) per~~underlying ~~share;~~equity and ~~(iii)~~the aabsence ~~warrant to purchase One Hundred and Twenty-Six Thousand (126,000) shares~~ of ~~the Company’s common stock on or before October 1, 2024, at~~ a ~~price~~net ofsettlement ~~Ninety Cents ($~~feature.~~90) per share. The warrants will exercisable by cash payment only.~~

~~On July 3~~Accordingly, ~~2021,~~ the ~~Company~~entire ~~entered~~instrument ~~into~~is aaccounted ~~subscription~~for ~~agreement~~as ~~with~~ a ~~third~~liability ~~party~~at ~~who~~amortized ~~agreed to purchase 1,600,000 shares of common stock for $50,000~~cost. InThe ~~further consideration hereof, the~~ Company ~~will~~uses ~~provide warrants to another third party allowing third party to purchase a total of Four Hundred and Twenty Thousand (420,000) additional shares of~~ the ~~Company’s~~effective ~~common~~interest ~~stock~~method ~~(the “Warrants”) on the following terms: (i) a warrant~~ to ~~purchase~~amortize ~~One Hundred and Forty Thousand (140,000) shares of~~ the ~~Company’s common stock~~ ondiscount orover ~~before October 1, 2022, at a price of Fifty Cents ($.50) per share; (ii) a warrant to purchase One Hundred and Forty Thousand (140,000) shares of~~ the ~~Company’s~~term ~~common stock on or before October 1, 2023, at a price~~ of ~~Seventy-Five Cents ($.75) per share; and (iii) a warrant to purchase One Hundred and Forty Thousand (140,000) shares of~~ the ~~Company’s common stock on or before October 1, 2024, at a price of Ninety Cents ($~~note.~~90) per share. The warrants will be exercisable by cash payment only.~~

FThe Company accounts for debt instruments issued at a discount in accordance with ASC 835-930, Interest – Imputation of Interest, and ASC 470, Debt. The debt discount is amortized over the term of the debt using the effective interest method, which results in a non-linear recognition of interest expense over time. The amortization of the discount is recorded as interest expense in the consolidated statements of operations.

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended May 31, 2024, the Company entered into several subscription agreements with a third parties who agreed to purchase 730,150 shares of common stock for $257,450. In further consideration hereof, the Company will provide warrants to third parties allowing third parties to purchase a total of Two Hundred and Ninety-Seven

Thousand six hundred (291,600) additional shares of the Company’s common stock (the “Warrants”) on the following terms: (i) a warrant to purchase One Hundred and Forty Thousand Eight and eight (145,800) shares of the Company’s common stock on or before July 17, 2024 at a price of Sixty five Cents ($.65) per share; (ii) a warrant to purchase One Hundred and Forty Thousand Eight and eight (145,800) of the Company’s common stock on or before July 17, 2025 at a price of Ninety Cents ($.90) per share; The warrants will exercisable by cash payment only no warrants were granted, forfeited, expired or cancelled. As of May 31, 2024, there were 617,600 warrants outstanding with a weighted average exercise price of $0.72, a weighted average remaining expiration period of approximately 3.0 years and intrinsic value of zero. There were no additional warrants issued in this year ended May 31, 2024.

Long-lived Assets

Long-lived assets such as property, equipment and ~~identifiable~~intellectual ~~intangibles~~property are reviewed for impairment whenever facts and circumstances indicate ~~that~~ that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on ~~the~~ the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted ~~cash~~ cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company’s internally developed intellectual property totalling $88,590, represents the software application designed to support the Company’s crowdfunding business. The application was completed and deemed operational; however, it has not yet been placed into full production or generated revenue The software remains operational and continues to serve as a strategic component of the Company’s business plan. We did not recognize any impairment losses for any periods ~~presented.~~ended At May 31, ~~2024~~ 2025, and May 31, ~~2023~~2024, ~~the Company does not have any long-lived assets.~~

Property and Equipment

The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Equipment is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets (3 years). AtOn May 31, ~~2024~~2025, and May 31, ~~2023~~2024, the Company did not have any fixed assets.

F-9

Related Parties

The Company follows ASC 850, Related Party Disclosures (ASC: 850”) for the identification of related parties and disclosure of related party transactions. AtOn May 31, ~~2024~~2025, and May 31, ~~2023~~2024, the amounts due for related party transactions were $~~72,265~~240 and $4972,~~898~~265 respectively. The single -related party was a shareholder and officer of the Company and made various advances to cover operating expenses when the Company was short of the required cash flow. During the fiscal year ended May 31, 2024, Freddy Cimper was named Chief Technical Officer and was paid $20,000 in ~~professional~~Professional ~~fees~~Fees. Joseph Richard Moran is an officer of Blue -Chip Capital Group, Inc and is the Chief Executive Officer of NM & RM Corporation. NM & RM was paid $852,000 for professional fees during the Year ended May 31, 2025 and $85,000 during the Year ended May 31, 2024.

Stock-Based Compensation

ASC 718 Compensation – Stock Compensation, (“ASC 718”) prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability;, otherwise, the transaction should be recognized as equity.

FThe Company accounts for stock-10based 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. For stock-based transactions, May 31, 2025, the Company issued shares for services at an established market price of $2,00 discounted. 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. On May 31, 2025 the Company issued 250,000 Common restricted shares in connection with services provided under an executive agreement with John Driscoll. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the shares were classified as equity instruments.

BLUE CHIP CAPITAL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 is 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 of performance commitment date or performance completion date. For stock-based transaction, as of May 31, 2024, the Company issued shares for services at par value since the stock is has no established market price at this time.

Recently Issued Accounting Pronouncements

WeNovember ~~have~~2023, ~~reviewed~~ the FASB issued ~~Accounting~~ASU ~~Standards~~2023-07, ~~Update~~Segment Reporting (Topic 280): “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) ~~accounting~~to ~~pronouncements~~update ~~and~~reportable ~~interpretations~~segment ~~thereof~~disclosure ~~that~~requirements, ~~have~~primarily through enhanced disclosures about significant segment ~~effectiveness~~expenses ~~dates~~and ~~during~~information used to assess segment performance. This update is effective beginning with the ~~periods~~Company’s ~~reported~~2025 ~~and~~fiscal year inannual ~~future~~reporting ~~periods~~period, with early adoption permitted. The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated ~~has~~financial ~~carefully~~statements.

~~Considered~~In December 2023, the ~~new~~FASB ~~pronouncements~~issued ~~that~~ASU ~~alter~~2023-09, ~~previous~~“Improvements ~~generally~~to ~~accepted~~Income ~~accounting~~Tax ~~principles~~Disclosures” (“ASU 2023-09”) to enhance the transparency and ~~does~~decision-usefulness ~~not~~of ~~believe~~income ~~that~~tax ~~any~~disclosures, ~~new~~particularly orin ~~modified~~the ~~principles~~rate reconciliation table and disclosures about income taxes paid. This ASU applies to all entities subject to income taxes. This ASU will ~~have~~be aeffective ~~material~~for public companies for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new standard on the ~~corporation~~Company’s consolidated ~~reported~~ financial ~~position~~statements orand ~~operations~~related indisclosures ~~the~~and ~~near~~does ~~term~~not believe it will have a material impact on its consolidated financial statements or its disclosures.

F-10

In November 2024, the FASB issued ASU 2024-03, “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

We have reviewed the issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.

The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of prior operations.

NOTE 4-RESTATEMENT

During the preparation of its Form 10-K for the year ended May 31, ~~2024~~2025, management of the Company identified misstatements with respect to recognition of ~~legal~~Stock in lieu Compensation expenses during the year ended May 31, ~~2023~~20243. Management identified ~~legal~~Stock ~~expenses~~in ~~were~~lieu ~~not correctly recognized~~Compensation expenses and should have been ~~accrued~~included in that quarter and in the year end.

The Company has restated its Consolidated Balance Sheet as of May 31, ~~2023~~2024, and the related Consolidated Statement of Operations, Consolidated Statement of Stockholders’ Equity and Consolidated Statement of Cash Flows for the year ended May 31, ~~2023~~2024, to correct the misstatements described above.

The following table summarizes the effects of the restatement as of May 31, ~~2023~~2024, and for the year ended May 31, ~~2023~~2024. Corresponding changes were made in the Consolidated Statement of Stockholders’ ~~Equity~~Deficit, ~~and~~ Consolidated Statement of ~~Cash~~Operations ~~Flows.~~and ~~The~~Consolidated ~~restatement had no~~Statement ~~net effect on the cash flows~~ of ~~the~~Cash ~~Company~~Flows.

SCHEDULE OF EFFECTS OF RESTATEMENT

	As Previously Reported	~~As Previously Reported~~		As Restated	~~As Restated~~
	May 31, 2023,
	At May 31, 2024,
	As Previously Reported	~~As Previously Reported~~		As Restated	~~As Restated~~
Consolidated Balance Sheet Information:
Stockholders’ Deficit
Accounts Payable		47,024			77,024
Preferred Stock		100			100
Total liabilities		49,898			79,898
Common Stock		8,085			8,194
Accumulated deficit		(1,276,410	)		(1,306,410	)
Paid in Capital		1,566,161			2,476,851
Total stockholders’ equity		40,450			10,450
Accumulated deficit		(1,652,278	)		(2,563,077	)
Total liabilities and stockholders’ equity		90,348			90,348
Total stockholders’ deficit		(77,932	)		(77,932	)
Total liabilities and stockholders’ deficit		91,333			91,333

F-11

BLUE CHIP CAPITAL GROUP, INC.

	As Previously Reported			As Restated
	Year Ended May 31, 2024
	As Previously Reported			As Restated
Consolidated Statement of Operations Information:
Stock in Lieu of Compensation		160			910,960
General and Administrative		345,708			345,707
Total operating expenses		345,868			1,256,667

Loss from operations		(345,868	)		(1,256,667	)
NET LOSS		(345,868	)		(1,256,667	)

Net loss per share – basic and diluted	$	(0.0039	)	$	(0.0140	)
Weight Average Number of Common Shares Outstanding during the year Basic and Diluted		89,699,797			89,889,660

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	As Previously Reported			As Restated
	Year Ended May 31, 2024
	As Previously Reported			As Restated
Consolidated Statement of Cash Flows
Net Loss		(345,868	)		(1,256,667	)
Shares in Lieu of compensation		160			910,960
Net Cash Used in Operating Activities		(263,840	)		(263,840	)

		As Previously Reported			As Restated
	Year Ended May 31, 2023
		As Previously Reported			As Restated
Consolidated Statement of Operations Information:
General and Administrative		173,636			203,636
Total operating expenses		173,636			203,636
Loss from operations		(173,636	)		(203,636	)
NET LOSS		(173,636	)		(203,636	)
Net loss per share – basic and diluted	$	(0.0011	)	$	(0.0013	)

NOTE 5 – STOCKHOLDERS’ EQUITY

NOTE 5 – WHOLLY OWNED SUBSIDIARY

On January 8, 2021, the Company created an additional wholly subsidiary entitled Raise Wise Morocco L.L.C. No assets or liabilities have been recorded on its balance sheet, nor has the subsidiary had any transactions since inception. The subsidiary’s purpose is to create a Crowdfunding platform that provides individual investors with access to investment opportunities. The Company owns 100% of the subsidiary. The Company is in the process of establishing a Crowdfunding platform in Sweden under the name RaiseWise Sweden AB. The Company formed a Swedish Limited liability company with the name RaiseWise Sweden AB that is a wholly owned subsidiary of the Company that has been granted a registration to provide crowd funding services with the national regulator in Sweden). The Company owns 100% of the stock in RaiseWise Sweden and there has been no transaction recorded at May 31, 2024.

NOTE 6 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

Based upon Board resolutions at the time the Company was re-domiciled in Nevada, the Company is authorized to issue 101,000,000 shares of ~~Common~~Preferred Stock, at a par value of $.0001 of which 999,999 shares of ~~Common~~common ~~Stock~~stock were issued to our founders. Our Board has the authority, without further action by the stockholders, to issue up to 9,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board. As of ~~November~~May 3031, ~~2021~~2025, there are 1,000,000 shares of Series A Preferred Stock authorized, of which 999,999 shares are outstanding. The holders of the Series A Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Company’s Common Stock and Series A Preferred Stock shall vote together as a single class with the holders of the Company’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock (collectively, the “Voting Capital Stock”), with the holders of Series A Preferred Stock being entitled to sixty-eight percent (68%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Voting Capital Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 32% of the total votes based on their respective voting power. Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends. Holders of Series A Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series A Preferred Stock nor shall the shares of Series A Preferred Stock be convertible into shares of the Corporation’s Common Stock. The shares of Series A Voting Preferred Stock being issued to the holders are not transferable.

The holders of the Series A Preferred Stock shall have full voting rights and powers on all matters subject to a vote by the holders of the Corporation’s common stock and Series A Preferred Stock shall vote together as a single class with the holders of the Corporation’s common stock and the holders of any other class or series of shares entitled to vote with the common stock (collectively, the “Voting Capital Stock”), with the holders of Series A Preferred Stock being entitled to sixty eight percent (68%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the holders of Voting Capital Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 32% of the total votes based on their respective voting power.

F-12

~~BLUE~~The ~~CHIP~~Company ~~CAPITAL~~applies ~~GROUP~~the guidance in ASC 480 – Distinguishing Liabilities from Equity, ~~INC~~ASC 470 – Debt, and ASC 815 – Derivatives and Hedging to determine whether financial instruments should be classified as liabilities, equity, or temporary equity. preferred stock without redemption features, that meet the criteria for equity classification under ASC 815-40 are classified as equity. The Company determined the criteria for equity classification for the Series A preferred stock was met.

~~NOTES~~Unless TOotherwise ~~THE~~declared ~~CONSOLIDATED~~from ~~FINANCIAL~~time ~~STATEMENTS~~to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series A Preferred Stock shall not be entitled to receive dividends. Holders of Series A Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series A Preferred Stock nor shall the shares of Series A Preferred Stock be convertible into shares of the Corporation’s common stock. The shares of Series A Voting Preferred Stock being issued to the Holders are not transferable.

Common Stock

~~Based~~The ~~upon Board resolutions at the time the~~ Company ~~was re-domiciled in Nevada, the Company~~ is authorized to issue 400,000,000 shares of ~~Common Stock~~common stock, ~~at a~~ par value of $.0001, of which 150,000,000 shares of ~~Common~~common ~~Stock~~stock were initially issued to our founders. The Company issues an additional 730,150 shares to third parties for cash investments. The Company also issued 4,730,000 shares as compensation. Additional shares may be issued upon the exercise of any outstanding warrants issued to private investors or to be issued by the Company in the future, or otherwise authorized for issuance by our board of directors, from time-to-time, without further stockholder approval. On July17, 2023 the Board of Directors approved a resolution to cancel 75,000,000 ~~common~~ shares of common stock that had originally been issued to the founders.

~~The~~During ~~holders of~~ the ~~Company’s~~twelve ~~common~~months ~~stock~~ended ~~are~~May ~~entitled~~31, to2024, ~~receive dividends out of assets or funds legally available for~~ the ~~payment of~~Company ~~dividends~~issued at2,705,000 ~~such~~shares ~~times and in such amounts as the board from time to time may determine. Holders~~ of common stock ~~are entitled to one vote~~ for ~~each~~services ~~share~~and ~~held~~sold on730,150 ~~all~~shares ~~matters submitted to a vote~~ of ~~shareholders. There is no cumulative voting of the election of directors~~common ~~then~~stock ~~standing~~ for ~~election.~~$257,225 ~~The~~through ~~common~~a ~~stock~~private ~~is not entitled to pre-emptive rights and is not subject to conversion or redemption~~placement.

~~NOTE~~During 7the –twelve ~~SUBSEQUENT~~months ~~EVENTS~~ended May 31, 2025, the Company sold 500 shares of common stock for a total of $1,000.

~~Subsequent~~During ~~events~~the ~~were~~twelve ~~evaluated~~months ~~through~~ended ~~November~~May 831, ~~2024~~2025, ~~which~~the isCompany ~~the~~issued ~~date~~2,597,500 ~~the~~shares of ~~financial~~common ~~statements~~stock ~~were~~as ~~available~~an inducement to beinvestors ~~issued~~of convertible notes. The fair value of the for restricted shares at issuance was $3,134,145 determined using a discount for lack of marketability. The discount was determined using a Black-Scholes option pricing model based on the following assumptions:

OnSCHEDULE ~~August~~OF ~~28,~~FAIR ~~2024,~~VALUE ~~the~~DETERMINED ~~Board~~USING ~~of Directors of Blue~~BLACK-~~Chip~~SCHOLES ~~Capital~~OPTIONS ~~Group,~~PRICING Inc. (the “Company”) approved the execution of a Proposal to purchase US Petrochemical Industries, Inc. (“US Petrochemical”), a privately owned company based in Houston, TX. The proposed acquisition requires the Company to purchase 100% of the capital stock in US Petrochemical from Laique Rehman, President and sole stockholder of US Petrochemical, for $7,000,000. The amount is payable in 5 months subject to the review and approval by the Company of the audited and interim financial statements of US Petrochemical for the fiscal years ended 2022 and 2023 and the interim periods of fiscal 2024, as well as receipt by the Company of necessary documentation and information to conduct its due diligence.MODEL

~~The Company~~● ~~has~~Stock ~~submitted~~price ~~documentation~~at ~~required~~issuance: ~~for~~$1.00 ~~completion~~● ~~and~~Exercise ~~submission~~Price: of$1.00 a● ~~Form~~Expected ~~15c2-11~~term: ~~(or Form 211) for approval from FINRA to secure a symbol for trading of its common stock on the stock exchange or a quotation system~~.981 ~~Management~~years ~~anticipates~~● ~~the~~Volatility: ~~receipt~~102% of● ~~approval in~~Risk-free ~~approximately~~interest 60rate: ~~days~~4.24%

OnDuring ~~September 11, 2024,~~ the ~~Board~~twelve ofmonths ~~Directors~~ended ofMay ~~Blue-Chip~~31, ~~Capital Group~~2025, ~~Inc. (~~the “Company”) ~~accepted~~issued ~~the~~1,750,000 ~~resignation~~shares of ~~Hassan Oulhous~~common asstock afor ~~member~~services ~~of the Company’s Board of Directors, which resignation was reported in a Form 8-K filed on September 16, 2024~~rendered. ~~Mr.~~ ~~Oulhous,~~The ~~who~~fair ~~served~~value ~~as a Director since 2021, did not inform the Company~~ of ~~any disagreement with~~ the ~~Company on any matter relating~~ tofor ~~the~~restricted ~~Company’s~~shares ~~operations,~~at ~~policies~~issuance orwas ~~practices~~$1, ~~nor is any disagreement known to an executive officer of the Company~~897,500 asdetermined ~~defined in~~using 17a ~~CFR~~discount ~~240.3b-7, on any matter relating to the Company’s operations, policies or practices. The Company understands that the resignation was~~ for ~~the~~lack ~~purpose~~ of Mrmarketability. ~~Oulhous pursuing other business opportunities.~~ The ~~Company~~discount ~~provided~~was ~~Mr.~~determined ~~Oulhous with~~ using a ~~copy~~Black-Scholes ~~of the~~option ~~disclosure~~pricing ~~contained~~model inbased on the ~~Form~~following ~~8-K.~~assumptions:

On SCHEDULE ~~September~~OF ~~11,~~FAIR ~~2024,~~VALUE inDETERMINED ~~connection~~USING ~~with~~BLACK-SCHOLES ~~the~~OPTIONS ~~resignation~~PRICING of Mr. Oulhous, the Board approved the appointment of Mr. James C. DiPrima, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, to its Board of Directors. Mr. DiPrima has served as the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer since March 29, 2024.MODEL

~~On October~~● ~~16,~~Stock ~~2024,~~price ~~the~~at ~~Board~~issuance: of$1.00 ~~Directors~~● ofExpected ~~Blue~~Terms: ~~Chip Capital Group, Inc~~1.167 ~~(the~~- ~~“Company”) accepted the resignation of James Lasry as a member of the Company’s Board of Directors~~1.33 ~~Mr.~~years ~~Lasry,~~● ~~who~~Exercise ~~served~~price: ~~as a Director since 2021, informed the Company that he did not have sufficient business time to devote to the Company’s affairs as a Board member~~$1.00 ~~Mr.~~● ~~Lasry~~Volatility: ~~did~~102% ~~not~~● inform the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, nor is any disagreement known to an executive officer of the Company, as defined in 17 CFR 240.3bRisk-~~7, on~~free ~~any~~interest ~~matter~~rate: ~~relating to the Company’s operations, policies or practices~~3. ~~A copy of the Form 8~~85-~~K reporting Mr~~4.24% ~~Lasry’s~~● ~~resignation was~~Dividend ~~filed~~yield: ~~on October 22, 2024.~~none

Following the acceptance of Mr. Lasry’s resignation, the Registrant’s Board of Directors approved the appointment of Mr. Frederic Ohana as a member of the Registrant’s Board effective on October 21, 2024. A Form 8-K reporting Mr. Ohana’s appointment was filed on October 22, 2024.Warrants

For accounting purposes, the Company accounts for the Private Placement Warrants (i) in accordance with the guidance contained in ASC 815-40 and (ii) classified as an equity instrument. The fair values of the Private Placement Warrants were accounted for as stock purchases. Since the entries recognize the fair value of the Private Placement Warrants offset within additional paid-in capital,

During the year ended May 31, 2024, the Company entered into several subscription agreements with third parties who agreed to purchase a total of 730,150 shares of common stock for $257,325. In further consideration hereof, the Company will provide warrants to third parties allowing third parties to purchase a total of Two Hundred and Seventy-Seven Thousand and twenty (277,020) additional shares of the Company’s common stock (the “Warrants”) on the following terms: (i) a warrant to purchase One Hundred and Forty Five Thousand Eight Hundred (145,800) shares of the Company’s common stock on or before July 17, 2025, at a price of Sixty-five Cents ($.65) per share; (ii) a warrant to purchase One Hundred and Forty Thousand Two Hundred Twenty (132,220) of the Company’s common stock on or before July 17, 2025, at a price of Ninety Cents ($.90) per share; The warrants will be exercisable by cash payment only no warrants were granted, forfeited, expired or cancelled

In consideration for an investor who had purchased on February 7, 2025 a $300,000 convertible note from the Company pursuant to a convertible note subscription agreement agreeing under an amended convertible note subscription agreement to authorize previously restricted funds, the Company agreed, effective as of February 7, 2025 to issue to the investor warrants entitling this investor to purchase, from and after the February 7, 2025 and for a period of five years, a total of 400,000 shares of common stock at an exercise price of $1.50. These warrants will be exercisable by cash payment or cashless basis, and none have been exercised as of May 31, 2025.

F-13

On April 19,2025 the Company issued 50,000 warrants in connection with a debt financing arrangement with Rebecca Asseda. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.00 per share. The warrants are exercisable at any time prior to January 19, 2026.The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

The fair value of the warrants at issuance was determined using the Black-Scholes option pricing model, which is considered an appropriate valuation technique under ASC 820, Fair Value Measurement. The following assumptions were used in the model:

SCHEDULE OF FAIR VALUE OF WARRANTS

	●	Stock price at issuance: $2.00
	●	Exercise price: $1.00 Expected term: .75 years
	●	Volatility: 95%
	●	Risk-free interest rate: 4.19%
	●	Dividend yield: none

Based on these inputs, the fair value of the warrants was estimated to be $1.0381 per warrant, resulting in a total fair value of $25,469 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On March 27, 2025 the Company issued 400,000 warrants in connection with a debt financing arrangement with Dr Niksarli. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.50 per share. The warrants are exercisable at any time prior to March 24 ,2030.

The warrants were evaluated under ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, to determine appropriate classification. Based on the terms of the warrants, including fixed exercise price and settlement in a fixed number of shares, the warrants were classified as equity instruments.

	●	Stock price at issuance: $2.00
	●	Exercise price: $1.50 Expected term: 5 years
	●	Volatility: 118%
	●	Risk-free interest rate: 4.09%
	●	Dividend yield: none

Based on these inputs, the fair value of the warrants was estimated to be $1.0745 per warrant, resulting in a total fair value of $111,180 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

On April 28, 2025 the Company issued 400,000 warrants in connection with a debt financing arrangement with Dr Niksarli. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of 1.50 per share. The warrants are exercisable at any time prior to April 28 ,2030.

	●	Stock price at issuance: $2.00
	●	Exercise price: $1.50 Expected term: 5 years
	●	Volatility: 118%
	●	Risk-free interest rate: 3.81%
	●	Dividend yield: none

F-14

Based on these inputs, the fair value of the warrants was estimated to be $1.0659 per warrant, resulting in a total fair value of $81,003 This amount was recorded as additional paid-in capital in the equity section of the balance sheet.

SCHEDULE OF WARRANTS

	Warrant Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at May 31, 2024		617,600	$	.72		1.05

Warrants granted		850,000	$	1.47		4.80
Warrants exercised		-		-		-
Warrants canceled		-		-		-

Outstanding at May 31, 2025		1,467,600		1.20		3.0
Exercisable at May 31, 2025		1,467,600

As of May 31, 2025, there were 1,467,800 warrants outstanding with a weighted average exercise price of $1.20 a weighted average remaining expiration period of approximately 3.00 years and intrinsic value of zero. There were 850,000 additional warrants issued during the year ended May 31, 2025.

NOTE 6– CONVERTIBLE NOTES PAYABLE

During the period from November 19, 2024 through May 31, 2025, the Company issued and sold to 6 investors convertible notes bearing interest at 10% per annum, each due nine (9) months from the date of issuance, as follows:

1: 11/19/2024 in the principal amount of $25,000;

2. 11/27/2024 in the principal amount of $10,000;

3: 12/12/2024 in the principal amount of $10,000;

4: 12/12/2024 in the principal amount $10,000;

5: 12/30/2024 in the principal amount of $10,000; and

6: 4/16/2025 in the principal amount of $50,000.

The Company agreed to issue to each of these investors as inducement restricted shares of the Company’s common stock equal to 1.5 shares for each dollar of the principal amount of the Note, resulting in the issuance of,597,500 shares of common stock. The discount arose from the warrants being issued in conjunction with the debt, with the value being amortized over the term of the debt. These notes are convertible beginning 180 days after issuance at a fixed conversion price of $0.50 per share. None of the notes were converted at the years ended May 31, 2025, and May 31, 2024.

F-15

In addition, the Company issued and sold to a single investor convertible notes as follows:

1: 12/18/2024 in the principal amount of $100,000;

2: 1/6/2025 in the principal amount of $100,000; and

3: 2/7/2025 in the principal amount of $300,000

On March 26, 2025, in consideration for this investor agreeing to authorize the release to the Company of the second tranche of $150,000 from the escrow account under the $300,000 note representing a total of $200,000 of the $300,000 in principal amount from the February 7, 2025 note, the Company agreed, effective as of February 7, 2025, to: (i) issue to investor an additional 1,000,000 shares of common stock as inducement; and (ii) issue to investor warrants entitling the investor to purchase from and after February 7, 2025, and for a period of five years, 400,000 shares of common stock at an exercise price of $1.50; and on April 28, 2025, in consideration for this investor agreeing to authorize the release to the Company of the remaining $100,000 from the escrow account, the Company agreed, effective as of February 7, 2025, to: (i) issue to investor an additional 1,000,000 inducement shares; and (ii) issue to investor warrants entitling the investor to purchase 400,000 shares of common stock at an exercise price of $1.50, with the same terms as the above-referenced warrants. None of these inducement shares have been issued to date.

The Total of Convertible Notes was $615,000 and $0 at May 31, 2025 and May 31, 2024, respectively.

The Convertible Notes are convertible into shares of the Issuer’s Common Stock from and after a date nine (9) months from the Issue Date, at a conversion price of $0.50 (“Conversion Price”) per share of Common Stock.

The total discount recorded for these warrants granted related to these notes was $217,650. These convertible notes are due 9 months from the issuance date and bear interest at 10% per annum. The investor restricted the $250,000 of the February 7, 2025 note until the Company satisfied certain obligations. Subsequently, the investor released the funds in April of 2025 and cash is no longer restricted.

The Company recorded interest expense of $22,030 and $0 for the twelve months ending May 31, 2025 and May 31, 2024, respectively.

The Company recognized amortization of debt discounts in interest expense totalling $50,136 and $0 for the twelve months ended May 31, 2025 and May 31, 2024, respectively.

NOTE 7 NOTES PAYABLE

On May 19, 2025 the Company arranged for a non-convertible unsecured note in the amount of $35,000. Repayment in the amount of $40,000 is due on December 19, 2025. The note awards 50,000 warrants exercisable at $.75 for common restricted shares after December 19, 2025.

NOTE 8– SUBSEQUENT EVENTS

Subsequent events were evaluated through November 1, 2025, which is the date the financial statements were available to be issued.

During the period from May 31, 2025 through November 1, 2025, the Company issued and sold to 8 investors convertible notes bearing interest at 10% per annum, each due nine (9) months from the date of issuance, as follows:

1: 7/9/2025 in the principal amount of $200,000;

2. 7/22/2025 in the principal amount of $25,000;

3: 7/28/2025 in the principal amount of $10,000;

4: 8/7/2025 in the principal amount $100,000;

5: 9/4/2025 in the principal amount of $100,000;

6: 9/12/2025 in the principal amount of $50,000.

7:9/25/2025 in the principal amount of $50,000: and

8:10/05/2025 in the principal amount of $10,000

The Company arranged for a non-convertible unsecured note in the amount of $35,000. Repayment in the amount of $40,000 is due on January 19, 2026. The note awards 50,000 common restricted shares after January 19, 2026.

In the first quarter of fiscal year 2026, the Company issued an aggregate of 4,100,000 restricted common shares to certain key executives pursuant to their respective compensation agreements executed in August 2025. These awards were granted as part of the Company’s long-term incentive and retention program designed to align management’s interests with those of shareholders. The restricted common shares are subject to customary vesting conditions and other terms as set forth in the individual agreements. The fair value of these awards will be recognized as stock-based compensation expense over the applicable vesting periods in accordance with ASC Topic 718, Compensation—Stock Compensation.

F-16

Filing Compare · Blue Chip Capital Group Inc.