SEC Company Response from Blue Chip Capital Group (BCCG) — Mar 12, 2026
Blue Chip Capital Group Inc.
Date: March 12, 2026 · CIK: 0001932213 · Accession: 0001493152-26-009834
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File numbers found in text: 000-56751
Referenced dates: March 3, 2026
Letter
Blue Chip Capital Group, Inc.
East 59 th Street, 23 rd Floor
New York, NY 10022
Phone: (212) 324-3748
March 12, 2026
United States Securities and Exchange Commission
Division of Corporation Finance, Office of Finance
Washington, DC 20549
Attention: Cara Lubit and Robert Klein
Re: Blue Chip Capital Group, Inc.
Amendment No. 1 to Form 10-K for Fiscal Year Ended May 31, 2025
File No. 000-56751
Ladies and Gentlemen:
As Chief Executive Officer of Blue Chip Capital Group, Inc. (the "Company"), we are submitting this letter in response to the staff's comment letter dated March 3, 2026 (the "Staff Letter") regarding the Company's Form 10-K/A for the fiscal year ended May 31, 2025. For the staff's convenience, we have included each of the staff's comments numbered sequentially followed by our response to each comment, also numbered sequentially.
Comment No. 1: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure, page 26 . Disclosure on page 26 states that you have filed a letter from Hudgens CPA PLLC as Exhibit 16.1 to your form 10-K/A, and the same disclosure is in your 10-K. However, this letter does not appear to be included as an exhibit to either of these filings. Please include this letter as an exhibit in an amended Form 10-K or revise your disclosure to reference the Exhibit included within the relevant Item 4.01 Form 8-K that has been filed.
Response No.1: We have filed together with this correspondence Amendment No. 2 to the Company's Form 10-K for the fiscal year ended May 31, 2025. We have corrected the disclosure in the Form 10-K/A filed with the Commission on November 10, 2025 to state that the letter from Hudgens CPA PLLC was filed a Exhibit 16.1 to the Company's Form 8-K filed on April 5, 2024 and included reference to this Form 8-K and a link to the subject Exhibit 16.1 in the Exhibit Table to this Amendment No.2 to the Form 10-K.
Comment No. 2: Corporate Governance, page 30 . We note your disclosure on page 30 that you have included as exhibits certifications of your Chief Executive Officer and Chief Financial Officer. However, there do not appear to be any certification exhibits included with your 10-K or 10-K/A related to Section 906 of the Sarbanes-Oxley Act or Rule 13a-14(a) / Rule 15d-14(a). Please file a new full amendment to the Form 10-K and include these certifications as exhibits.
Response No. 2: We have filed certification exhibits with the Company's Amendment No. 2 to the Form 10-K/A related to Section 906 of the Sarbanes-Oxley Act or Rule 13a-14(a) / Rule 15d-14(a).
Respectfully submitted,
/s/: James C.
DiPrima
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CORRESP 1 filename1.htm Blue Chip Capital Group, Inc. 110 East 59 th Street, 23 rd Floor New York, NY 10022 Phone: (212) 324-3748 March 12, 2026 United States Securities and Exchange Commission Division of Corporation Finance, Office of Finance Washington, DC 20549 Attention: Cara Lubit and Robert Klein Re: Blue Chip Capital Group, Inc. Amendment No. 1 to Form 10-K for Fiscal Year Ended May 31, 2025 File No. 000-56751 Ladies and Gentlemen: As Chief Executive Officer of Blue Chip Capital Group, Inc. (the "Company"), we are submitting this letter in response to the staff's comment letter dated March 3, 2026 (the "Staff Letter") regarding the Company's Form 10-K/A for the fiscal year ended May 31, 2025. For the staff's convenience, we have included each of the staff's comments numbered sequentially followed by our response to each comment, also numbered sequentially. Comment No. 1: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure, page 26 . Disclosure on page 26 states that you have filed a letter from Hudgens CPA PLLC as Exhibit 16.1 to your form 10-K/A, and the same disclosure is in your 10-K. However, this letter does not appear to be included as an exhibit to either of these filings. Please include this letter as an exhibit in an amended Form 10-K or revise your disclosure to reference the Exhibit included within the relevant Item 4.01 Form 8-K that has been filed. Response No.1: We have filed together with this correspondence Amendment No. 2 to the Company's Form 10-K for the fiscal year ended May 31, 2025. We have corrected the disclosure in the Form 10-K/A filed with the Commission on November 10, 2025 to state that the letter from Hudgens CPA PLLC was filed a Exhibit 16.1 to the Company's Form 8-K filed on April 5, 2024 and included reference to this Form 8-K and a link to the subject Exhibit 16.1 in the Exhibit Table to this Amendment No.2 to the Form 10-K. Comment No. 2: Corporate Governance, page 30 . We note your disclosure on page 30 that you have included as exhibits certifications of your Chief Executive Officer and Chief Financial Officer. However, there do not appear to be any certification exhibits included with your 10-K or 10-K/A related to Section 906 of the Sarbanes-Oxley Act or Rule 13a-14(a) / Rule 15d-14(a). Please file a new full amendment to the Form 10-K and include these certifications as exhibits. Response No. 2: We have filed certification exhibits with the Company's Amendment No. 2 to the Form 10-K/A related to Section 906 of the Sarbanes-Oxley Act or Rule 13a-14(a) / Rule 15d-14(a). Respectfully submitted, /s/: James C. DiPrima James C. DiPrima Chief Executive Officer