UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 333-273760
| (Check One) | ☐ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☒ | Form 10-Q | ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR |
For Period Ended: November 30, 2023
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: ________________________
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
BLUE CHIP CAPITAL GROUP, INC.
Full Name of Registrant
Former Name if Applicable
269 South Beverly Drive – Suite 373
Address of Principal Executive Office (Street and Number)
Beverly Hills, CA 90212
City, State, Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| ☒ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |
| ☐ | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III— NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q Quarterly Report for the period ended November 30, 2023, because the Registrant is still compiling information for the Form 10-Q and the auditors have not completed their review of the financial statements for that period. It is anticipated that the Form 10-Q Quarterly Report, along with the financial statements, will be filed on or before the deadline.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof could not be filed within the prescribed time period.
The financial information to be contained in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2023, cannot be analyzed and completed on a timely basis, principally as a result as this is the initial Quarterly Report due to be filed after the December 1, 2023 effective date of the Registrant’s Registration Statement on Form S-1.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Joseph Richard Moran | 347 | 629-1990 | ||
| Name | Area Code | Telephone |
| (2) | Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐Yes No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
BLUE CHIP CAPITAL GROUP, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 16, 2024
| ||||
| By: | /s/ Joseph Richard Moran | By: | /s/ Dante Picazo | |
| Name: | Joseph Richard Moran | Chief Executive Officer | ||
| Title: | Chief Executive Officer and Interim Chief Financial Officer | (principal executive officer and principal accounting officer) | ||
