United States securities and exchange commission logo
November 3, 2023
Joseph Richard Moran
Chief Executive Officer
Blue Chip Capital Group Inc.
269 South Beverly Drive Suite 373
Beverly Hills, CA 90212
Re: Blue Chip Capital
Group Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 23,
2023
File No. 333-273760
Dear Joseph Richard Moran:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
Amendment No. 1 to Registration Statement on Form S-1
Our Business, page 2
1. We note your disclosure
that you have recently organized a new 95% owned subsidiary in
Brazil. Please revise
your Exhibit 21.1 to include this new subsidiary.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 26
2. We note your disclosure
of $47,024 owed to related parties at May 31, 2023 on page 26
that appears excluded
from your ASC 850 related party disclosures on page 32 and Notes
4 on pages F-7 and
F-18. Please tell us, and revise to disclose as necessary, the following:
Separately state on
the face of your consolidated financial statements all related party
amounts and
transactions pursuant to Rule 4-08(k) of Regulation S-X.
Revise your notes
to consolidated financial statements to include disclosure of each
related party
amount, nature, terms and manner of settlement, in compliance with
ASC
850-10-50-1(d).
Joseph Richard Moran
FirstName LastNameJoseph
Blue Chip Capital Group Inc.Richard Moran
Comapany 3,
November NameBlue
2023 Chip Capital Group Inc.
November
Page 2 3, 2023 Page 2
FirstName LastName
Consolidated Balance Sheets, page F-11
3. We note your significant software application asset at May 31, 2023
and August 31,
2023. Please revise to disclose in your notes to consolidated
financial statements the
nature and terms of this asset, including costs incurred, expenses
capitalized and
the accounting for depreciation, or tell us why you removed the
Software Application
Note 6 since your prior filing.
Consolidated Statements of Operations, page F-12
4. We note your outstanding common stock warrants, Preferred A stock,
note
conversions, financial instrument, and that your weighted average
number of common
shares used to compute your basic and diluted earnings per share for
the periods ended
May 31, 2022 and August 31, 2023 differ from the number of common
shares issued
and outstanding for those periods. We further note the removal of the
Earnings (Loss) per
share disclosure in Note 3 of your prior filing. Please explain or
revise to disclose the
following:
Please revise the notes to the Consolidated Financial Statements
to include a
reconciliation of the numerators and denominators of the basic
and diluted per-share
computations for each period to comply with ASC 260-10-50-1(a).
Also revise the notes to the Consolidated Financial Statements to
disclose the number
of securities that could potentially dilute basic earnings per
share in the future but that
were not included in the computation of diluted earnings per
share for the periods
presented because they were anti-dilutive. Refer to the guidance
in ASC 260-10-50-
1(c).
Note 1 - Organization and Business, page F-15
5. We note your disclosure on page F-17 that your fair value estimates
for May 31, 2023 are
based on market assumptions available at November 30, 2021. Please
explain your use of
this non-current date and revise to clarify as appropriate.
Please contact David Irving at 202-551-3321 or Bonnie Baynes at
202-551-4924 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at 202-551-3234 or David Lin at 202-551-3552 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance