BCCG

You should carefully consider and evaluate all of the information contained in this Form 10-K.
Risks Related to our Financial Condition The Company’s unit offering under its registration statement is a “best effort offering,” and there can be no assurance regarding the amount of proceeds raised.
The Company’s Registration Statement, which was declared effective by the SEC on December 1, 2023, provides for the raise on a “best efforts” basis of gross proceeds of up to $20,000,000 from the sale of 10,000,000 Units, each consisting of one share of common stock and one common stock purchase warrant, at an offering price of $2.00 per Unit (not including an additional $25,000,000 if all of the warrants are exercised, of which there can be no assurance, nor does it include any commissions that may be payable to placement agents which will not exceed 9% of the gross proceeds of the Units sold as a direct result of the efforts of the placement agents).
Before the Company is able to raise any proceeds from the Registration Statement, a post-effective amendment must be filed with and be declared effective by the SEC containing the audited financial statements of the Company for its fiscal years ended May 31, 2026, and 2025, and any applicable interim financial statements.
Our net proceeds from the offering will be used principally: (i) to expand our crowdfunding operations, including opening in new markets, in addition to the United States, Sweden, Morocco and Brazil (pending Brazil’s license application/approval process) and elsewhere principally in Europe; (ii) to pay the expenses of the offering including any placement agent fees; (iii) for working capital and general corporate offering under our Registration Statement is a “best efforts offering” with no minimum amount required, the Company will be able to use proceeds as funds are raised and, as a result, earlier investors have a greater degree of risk.
If we do not raise a substantial amount of proceeds from the offering, we may not have sufficient working capital to be able to carry out our business plan including any possible acquisitions or any other business expansion plans we may develop.
There can be no assurance that we will be successful in selling Units.
We believe that to continue as a going concern we will need an estimated $2,500,000 per year simply to cover the general and administrative expenses, including legal and accounting fees, among others, based upon our general and administrative expenses for the Company’s most recent fiscal year-ended May 31, 2026.
Based on our audited financial statements for the fiscal years ended May 31, 2026, and 2025, our independent registered public accounting firms have expressed substantial doubt as to our ability to continue as a going concern.
To date, our operations have been funded entirely from the proceeds from the private sale of equity and the issuance to private accredited investors of notes, including convertible notes, as well as loans from our management and founders.
We anticipate that we will require an additional $2,500,000 during the next twelve months to fulfil our business plan.
The Company through its Raisewise USA subsidiary has developed and owns intellectual property held under license by its wholly owned and majority owned subsidiaries, Raisewise Sweden, Raisewise Morocco and Raisewise Brazil.
We also hope to monetize our Raisewise intellectual property through franchise contracts, as further described herein.
By owning the source code, the Company believes it will be able to develop new platforms and opportunities, including White Labeling opportunities internationally and potentially franchise new clients to monetize the Raisewise IP.
We have a very limited operating history; it is difficult to evaluate our business and future prospects and increases the risks associated with investment in our securities.
We only have a very limited history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiary’s operations as well as our subsidiaries in Sweden, Morocco and Brazil.
We have submitted Raisewise USA’s application to FINRA, which application is being updated to meet FINRA’s dedicated page platform requirements.
Similar filings are required for crowdfunding approvals in Sweden, Morocco and Brazil from their countries’ respective regulatory authorities.
We cannot assure any potential investors that our proposed business plans will materialize or prove successful.
Given our limited operating history, we may be unable to effectively implement our business plan execute our plan, including our plan to acquire an operating company, which could materially harm our business or cause us to scale down or cease operations.
We are a development stage company and since inception, have suffered losses from development stage activities to date, are dependent upon the success of our capital raise from our registered offering (which is subject to a post-effective amendment being filed with and declared effective by the SEC, of which there can be no assurance) and we require additional capital.
We have experienced net losses in each fiscal quarter since our inception and as of the fiscal year ended May 31, 2026, have an accumulated deficit of $30,906,827.
As a result of these factors, our independent auditors have included an explanatory paragraph in their opinion for the year ended May 31, 2026, and 2025 as to the substantial doubt about our ability to continue as a going concern.
Further, our Raisewise USA subsidiary, upon being registered with FINRA will be a regulated entity subject to FINRA authority and potential fines and other penalties for regulatory violations that may occur.
We comply with the rules surrounding funding portals and restrict our activities and services so as to not be deemed a broker-dealer under state and federal regulations, see the disclosure under Business subcaptions “Regulation Crowdfunding” and “Regulation A and Regulation D; Broker-Dealer Registration Requirements.” However, if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers.
Further, even if we do succeed, lawsuits are time consuming as well as expensive and being a party to such actions may cause us reputational harm that would negatively impact our business.
All of the Company’s planned services involve on one type of service, providing a Crowdfunding platform for online capital formation through its USA and foreign subsidiaries.
Any revenues that we generate will be wholly dependent upon the market for online capital formation and our ability to compete in and comply with the regulatory requirements in each such market.
Risks Related to the Company’s Securities Our common stock has only recently been issued the “BCCG” trading symbol by FINRA and its application for trading on the OTCQB is pending; no active trading market has yet develop or may be sustained.
On July 14, 2026, FINRA issued the trading symbol of “BCCG” for our common stock and processed the Form 211 relating to the initiation of priced quotations for our common stock of $0.35 Bid, $0.65 Ask, for BCCG.
As of the present date, no active trading market for our common stock has commenced.
The Company has a pending application with OTC Markets for the approval of the quotation of BCCG on the OTCQB, which application we believe will be approved in the near future.
If OTCBB approval is delayed, the common stock may remain on the Pink Market or suffer a lack of public trading, reducing liquidity.
Even if approved, OTCQB-traded stocks frequently experience limited trading volumes than national exchanges or other OTC Tiers and investors may find it difficult to sell their shares at prevailing market prices, or at all, due to a limited number of market makers.
A “Control Person” means any person that possesses directly or indirectly, the power to direct or cause the direction of the management and policies of, whether through the ownership of voting securities or contract or otherwise.
Joseph Richard Moran, our Co-COO and founder, is the control person of NM & RM Corp. and Titan Ventures, Inc., which respectively own 28,125,000 shares and 21,550,000 shares (or a combined total of 49,675,000 shares) of the Company’s 109,051,587 outstanding shares of common stock, representing approximately 45.5% of the presently outstanding common stock.
The remaining 333,333 shares of Series A Voting Preferred Stock are owned by Ocean Prospect Limited, which is also a founder but is unaffiliated with Mr.
Moran, by virtue of his control of 666,666 shares of Series A Voting Preferred Stock through NM & RM Corp. and Titan Ventures, Inc., representing 66.67% of the 999,999 outstanding shares of Series A Voting Preferred Stock, will have voting rights to an additional 72,704,693 votes, representing a total of 122,379,693 votes of the total voting rights of 162,138,871 shares of voting capital stock, which includes the voting rights of Mr.
Moran’s control of 666,666 shares of Series A Voting Preferred Stock and the remaining 333,333 shares of Series A Voting Preferred Stock owned by Ocean Prospect.
Moran’s ownership, through NM & RM Corp. and Titan Ventures Inc., of 49,675,000 shares of common stock and 666,666 shares of Series A Voting Preferred Stock, Mr.

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Gone since FY2025

You should carefully consider and evaluate all of the information contained in this Form 10-K and the disclosures contained in our registration statement on Form S-1 that was declared effective by the SEC on December 1, 2023 (the “Registration Statement”), before you decide to purchase the Units offered pursuant to the Registration Statement.
Risks Related to our Financial Condition The Company’s IPO Offering this is a “best effort offering,” investors who invest initially will be subject to more risk than later investors.
Pursuant to our Registration Statement declared effective by the SEC on December 1, 2023, and subject to a required post-effective amendment that must be filed with and be declared effective by the SEC containing the audited financial statements of the Company for its fiscal year-ended May 31, 2025, and any applicable interim financial statements, we are seeking to raise gross proceeds of up to $20,000,000 from the sale of 10,000,000 Units, each consisting of one share of common stock and one common stock purchase warrant the “Offering”), at an Offering price of $2.00 per Unit (not including an additional $25,000,000 if all of the Warrants are exercised at the Warrant Exercise Price of $2.50, of which there can be no assurance).
This does not include any commissions payable to placement agents, if any, which amount cannot be determined at present but which will not exceed 9% of the gross proceeds of the Units sold as a direct result of the efforts of the placement agents.
Our net proceeds from the Offering will be used principally: (i) to expand our crowdfunding operations, including opening in new markets, in addition to the United States, Sweden, Morocco and Brazil (pending Brazil’s license application/approval process) and elsewhere principally in Europe; (ii) to fund the acquisition of US Petrochemical, subject to the agreement with US Petrochemical to waive the January 31, 2025 termination date, of which there can be no assurance; (iii) to pay the expenses of the Unit Offering including any placement agent fees; (iv) for working capital and general corporate purposes; and (v) to fund growth initiatives, including other potential future acquisitions, if any.
See “Description of Securities – Unit Offering.” Because this is a best effort Offering, the earlier investors invest in this Offering, the greater degree of risk they will incur.
If we do not raise a substantial amount of proceeds from the Offering, we may not have sufficient working capital to be able to carry out our business plan including any possible acquisition of US Petrochemical.
There can be no assurance that we will be successful in selling Units or that our Units, Common Stock and Warrants may become subject to quotation of the OTCQB or that we will become eligible for listing on any NASDAQ or NYSE Exchanges.
We believe that to continue as a going concern we will need approximately $250,000 to $400,000 per year simply to cover the administrative, legal and accounting fees, assuming the completion of the US Petrochemical, of which there can be no assurance whatsoever, notwithstanding any positive cash frow from operations that US Petrochemical may generate.
Based on our audited financial statements for the fiscal years ended May 31, 2025 and 2024, our independent registered public accounting firms have expressed substantial doubt as to our ability to continue as a going concern.
To date, our operations have been funded entirely from the proceeds from the private sale of equity and the issuance of notes, including convertible notes, to private accredited investors, as well as loans from our management and founders.
We anticipate that we will require an additional $2,000,000 during the next twelve months to fulfil our business plan plus an additional $7,000,000 or such other agreed amount to fund the potential acquisition of US Petrochemical, of which there can be no assurance.
The Company is a holding company that owns intellectual property developed by Raisewise USA and held nominally by its wholly owned and majority owned subsidiaries, Raisewise Sweden, Raisewise Morocco and Raisewise Brazil.
Blue Chip will monetize its intellectual property through Franchise contracts, as further described herein.
By owning the source code, the Company will be able to develop new platforms and opportunities, including White Labeling opportunities, around the globe to franchise to new clients to further monetize the Company’s assets.
We have a limited operating history; it is difficult to evaluate our business and future prospects and increases the risks associated with investment in our securities.
We only have a limited history and only limited business operations to date, principally related to start-up and formation of our Raisewise USA subsidiary as well as our subsidiaries in Sweden, Morocco and Brazil.
We plan to resubmit a crowdfunding application with FINRA through its Funding Portal Gateway for our Raisewise USA crowdfunding subsidiary, which application will follow registering with the SEC as a funding portal.
Because of our limited operating history, investors may not have adequate information on which they can base an evaluation of our business and prospects.
We cannot assure our investors that our proposed business plans as described herein will materialize or prove successful, or that we will be able to finalize development of our products or operate profitably.
We may not be successful in addressing these and other challenges we may face in the future, and our business and future prospects may be materially and adversely affected if we do not manage these and other risks successfully.
Given our limited operating history, we may be unable to effectively implement our business plan which could materially harm our business or cause us to scale down or cease our operations.
We are a development stage company and since inception, have suffered losses from development stage activities to date, are dependent upon the success of our capital raise from our IPO may need of additional capital.
We have experienced net losses in each fiscal quarter since our inception and as of the fiscal year ended May 31, 2025, have an accumulated deficit of $8,256,213.
As a result of these factors, our independent auditors have included an explanatory paragraph in their opinion for the year ended May 31, 2025, and 2024 as to the substantial doubt about our ability to continue as a going concern.
Risks related to the petrochemical industry.
Until we receive the full due diligence disclosure from and assuming we are able to complete the acquisition of US Petrochemical, of which there can be no assurance because the binding letter of intent had an expiration date of January 31, 2025, we cannot at this time adequately disclose the “risk factors” applicable to the business and operations of US Petrochemical and the petrochemical industry generally.
If and when we complete the US Petrochemical acquisition, we will be required to make full disclosure of the material facts related to any such acquisition, including the financial statements of US Petrochemical and the risk factors related to its business and operations, among other disclosure.
Further our subsidiary, Raisewise USA will be registered as a funding portal and regulated entities such as us are often subject to FINRA fines.
We comply with the rules surrounding funding portals and restrict our activities and services so as to not be deemed a broker-dealer under state and federal regulations, see “Business – Government Regulations.” However, if we were deemed by a relevant authority to be acting as a broker-dealer, we could be subject to a variety of penalties, including fines and rescission offers.
Further, even if we do succeed, lawsuits are time consuming and expensive, and being a party to such actions may cause us reputational harm that would negatively impact our business.
All of current services are variants on one type of service, providing a platform for online capital formation.
Our revenues are therefore wholly dependent upon the market for online capital formation and our ability to comply with the regulatory requirements in each such market.
We will need to introduce new products and services and enhance existing products and services to remain competitive.
Our future success depends in part on our ability to develop and enhance our products and services.
In addition, the adoption of new Internet, networking, or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure.
There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, introduce, and market enhanced or new products and services.
An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.
Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, are against public interest, or are the sale of unregistered securities.
Direct selling activities are regulated by the FTC, as well as various federal, state, and local governmental agencies in the United States and foreign countries.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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