UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~July 1610, 2025

Blue Chip Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-273760

84-3870355

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification 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: ~~347~~402-~~629~~960-~~1990~~6110

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company: ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Item 4.01. Changes in Registrant’s Certifying Accountant.

On ~~January~~July 1610, 2025, the Board of Directors of Blue Chip Capital Group, Inc. (the “Company”) approved the ~~re-~~engagement of ~~Hudgens~~Grassi ~~CPA~~& ~~PLLC~~Co., CPAs, P.C. (“~~Hudgens~~Grassi & Co.”) as the Company’s independent registered public accounting firm for the Company’s ~~fiscal~~ ~~year~~fiscal ~~ending~~years ended May 31, 2025 and 2026, including review of the Company’s interim quarterly financial statements for the periods ending ~~ended~~ August 31, ~~2024~~ ~~and~~2025 ~~November~~through 30February 28, ~~2024~~2026. In connection with the selection of ~~Hudgens~~Grassi & Co., the Company accepted the resignation of ~~Dan~~Hudgens ~~Barton,~~ CPA PLLC (“Hudgens”) as the Company’s independent registered public accounting firm ~~as of December 29, 2024~~.

OnThe ~~March~~Company, 31in its Form 8-K filed with the SEC on January 30, ~~2024~~2025, ~~the~~reported ~~Company’s~~that ~~Board~~on ofJanuary ~~Directors~~16, 2025, the Company approved the re-engagement of ~~Dan~~Hudgens ~~Barton CPA,~~ as the Company’s ~~new~~ independent registered public accounting firm for the Company’s fiscal year ending May 31, ~~2024~~2025, including review of the Company’s interim quarterly financial statements for the ~~period~~periods ended ~~February~~August 2931, 2024 and November 30, 2024. In connection with the selection of ~~Barton~~Hudgens, the Company ~~agreed not~~accepted tothe ~~reengage~~resignation ~~Hudgens~~of ~~CPA~~Dan ~~PLLC~~Barton, ~~(“Hudgens”)~~CPA as the Company’s independent registered public accounting firm as of December 29, 2024.

During the ~~year~~interim periods ended ~~May~~August 31, 2024, November 30, 2024 and February 28, 2025 and through July 10, 2025, the date of the engagement of Grassi & Co., there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hudgens ~~Dan Barton CPA~~ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure~~, which~~ ~~disagreements,~~nor if not resolved to the satisfaction of Dan Barton CPA, would have caused Dan Barton CPA to make reference to the subject matter of the disagreement in their report for the fiscal year ended May 31, 2024, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). ~~The~~We ~~audit~~have ~~report~~delivered a copy of ~~Dan~~this ~~Barton,~~Form ~~CPA~~8-K oncontaining ~~the~~disclosure ~~Company’s~~under ~~consolidated~~Item 4.01 ~~financial~~to ~~statements~~Hudgens asCPA ofPLLC and ~~for~~ ~~the~~requested ~~year~~that ~~ended~~it ~~May~~furnish ~~31,~~to ~~2024,~~the ~~did~~Commission ~~not~~its ~~contain~~letter ~~any~~regarding the ~~adverse~~disclosure ~~opinion~~Item or4.01 ~~disclaimer~~with ofrespect ~~opinion,~~to ~~nor~~its ~~were~~firm. ~~they~~A ~~qualified~~copy orof ~~modified~~such ~~as to~~letter ~~uncertainty,~~is ~~audit~~attached ~~scope~~hereto oras ~~accounting~~Exhibit ~~principles~~16.1.

The ~~audit~~Company ~~reports~~reported ofin ~~Hudgens~~its onJanuary ~~the~~30, ~~Company’s~~2025 ~~consolidated~~Form ~~financial~~8-K ~~statements~~that asthere ofwere ~~and~~no ~~for~~(1) ~~the~~disagreements ~~fiscal~~(as ~~years-ended~~defined ~~May~~in ~~31,~~Item ~~2023~~304(a)(1)(iv) ~~and~~of Regulation ~~2022,~~S-K ~~did~~and ~~not~~related ~~contain~~instructions) ~~any~~with ~~adverse~~Dan ~~opinion~~Barton orCPA ~~disclaimer~~on ofany ~~opinion,~~matter ~~nor~~of ~~were~~accounting ~~they~~principles ~~qualified~~ or ~~modified~~practices, asfinancial tostatement ~~uncertainty~~disclosure, or ~~audit~~auditing scope or ~~accounting~~procedure, ~~principles.~~which ~~During~~disagreements, ~~the~~if ~~Company’s~~not ~~fiscal~~resolved ~~year-ended~~to ~~May~~the ~~31,~~satisfaction ~~2024,~~of ~~neither~~Dan ~~the~~Barton ~~Company~~CPA, ~~nor~~would ~~anyone~~have oncaused ~~its~~Dan ~~behalf has~~Barton ~~consulted~~CPA ~~Hudgens~~to ~~with~~make ~~respect~~reference to ~~either~~the ~~(i)~~subject matter of the ~~application~~disagreement ofin ~~accounting~~their ~~principles~~report tofor athe ~~specified~~fiscal ~~transaction,~~year ~~either~~ended ~~completed~~May ~~or proposed~~31, 2024, or ~~the~~(2) ~~type~~reportable events of(as ~~audit~~defined ~~opinion~~in ~~that~~Item ~~might~~304(a)(1)(v) beof ~~rendered~~Regulation onS-K). ~~the~~The Company’s ~~consolidated~~also ~~financial~~reported ~~statements~~in orits ~~the~~Form ~~effectiveness of~~8-K ~~internal~~dated ~~control~~January ~~over financial reporting~~30, ~~where~~2025 ~~either~~that athe audit ~~written~~ report orof ~~oral~~Dan ~~advice~~Barton, ~~was~~CPA ~~provided~~on to the Company’s ~~that~~consolidated ~~Hudgens~~financial ~~concluded was~~statements anas ~~important~~of ~~factor~~and ~~considered~~for by the ~~Company~~year inended ~~reaching~~May a31, ~~decision as to any accounting~~2024, ~~auditing or financial reporting issue;~~did ornot ~~(ii)~~contain any ~~matter~~adverse ~~that~~opinion ~~was~~or ~~either~~disclaimer ~~the subject~~ of aopinion, ~~disagreement~~nor ~~(as~~were ~~defined~~they inqualified ~~Item 304(a)(1)(iv) of Regulation S-K and related instructions)~~ or amodified ~~reportable event (~~as ~~defined~~to inuncertainty, ~~Item~~audit ~~304(a)(1)(v)~~scope ofor ~~Regulation S-K).~~accounting principles

We have delivered a copy of this Form 8-K containing disclosure under Item 4.02 to Dan Barton CPA 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 is attached hereto as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: January 30, 2025
Dated: July 25, 2025
Blue Chip Capital Group, Inc.
/s/: James C. DiPrima
Name:	James C. DiPrima
Title:	~~Interim~~ Chief Executive Officer

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