SEC Comment Letter 0000000000-23-012086 to Blue Chip Capital Group Inc. (CIK 0001932213)
Blue Chip Capital Group Inc. (CIK 0001932213)
Date: Nov. 3, 2023 · CIK: 0001932213 · Accession: 0000000000-23-012086
AI Filing Summary & Sentiment
File numbers found in text: 333-273760
Letter
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).
FirstName LastNameJoseph Richard Moran Comapany NameBlue Chip Capital Group Inc. November 3, 2023 Page 2 FirstName LastName Joseph Richard Moran Blue Chip Capital Group Inc. November 3, 2023 Page 2 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
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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).
FirstName LastNameJoseph Richard Moran
Comapany NameBlue Chip Capital Group Inc.
November 3, 2023 Page 2
FirstName LastName
Joseph Richard Moran
Blue Chip Capital Group Inc.
November 3, 2023
Page 2
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