01/09/2026 | Press release | Distributed by Public on 01/09/2026 11:07
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's Plan of Operation.
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 in different foreign jurisdictions to provide crowdfunding services in their respective markets.
The Company has yet to generate revenue from its operations during the fiscal year ended May 31, 2025, nor through the six-month period ended November 30, 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, declared effective by the SEC on December 1, 2023, which must be updated with a post-effective amendment that must be filed with and declared effective by the SEC; and (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 a net loss for the three months ending November 30 2025, and November 30, 2024, of ($10,166,200) and ($84,042), respectively. Cumulative losses from inception through November 30, are $(22,386,548). The Company has negative working capital as of November 30, 2025 of $(1,393,269).
During the three months ended November 30, 2025, the Company raised $235,000 from private offering of convertible notes to third-party accredited investor and $250,000 of a non-convertible note to a third-party accredited investor, as compared to $0 during the same period of the prior year, which sales were made in reliance upon Rule 506(b) of Regulation D 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 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 debt or equity securities or advances from related parties on a long term basis.
The Company believes that it possesses the ability to meet requirements in the short term (the next 12 months from the most recent quarterly period November 30, 2025) as well as in the long-term (beyond the next 12 months). However, there can be no such assurance as to this belief.
Results of Operations for the Three Months Ended November 30, 2025, compared to the Three Months Ended November 30, 2024.
Operating Expenses
Operating expenses incurred for the three months ended November 30, 2025, were $9,913,463 compared to operating expenses of $84,042 for the three months ended November 30, 2024, an increase of $9,829,421, which is principally due to the increased legal and accounting fees related to this Registration Statement , stock-based inducement expense and Stock based compensation.
Liquidity and Capital Resources
On November 30, 2025, the Company had a working capital deficit of ($1,393,269) compared to a working capital deficit of $(292,983) at November 30, 2024.
The Company used $855,116 in operating activities for the six months ended November 30, 2025, compared to $28,724 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 six months ended November 30, 2025, as discussed under Operating Expenses above.
The Company received $855,000 provided by financing activities during the six months ended November 30, 2025, compared to $36,000 provided by financing activities during the six months ended November 30, 2024. The increase is due to the sale of shares of equity and issuance of convertible debt during the six months ended November 30, 2025.
Off-Balance Sheet Arrangements.
The Company does not have any off-balance sheet arrangements at this time.