Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

Blue Chip Capital Group, Inc. (the "Company") disclosed in its Quarterly Report for the period ended February 28, 2025, the issuance on February 7, 2025 of a convertible note to a private investor in the principal amount of $300,000, of which $250,00 was held in escrow pending certain events. In connection with the agreement by the investor to release $250,000 from escrow, the Company issued 1,000,000 shares of common stock to the investor on March 27, 2025, and an additional 1,000,000 shares of common stock were issued to the investor on April 28, 2025.

During the period from April 9, 2025, through September 4, 2025, the Company issued 3,620,000 shares of common stock to private investors in connection with the issuance of six convertible notes in the principal amount of $485,000. Each of these notes bear interest at 10% per annum, are convertible at $0.50 per share and are due nine months from the dates of issuance.

The above-referenced shares issued in connection with the convertible note transactions were issued in reliance on Rule 506(b) of Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").

During the period from March 1, 2025, through September 1, 2025, the Company issued to officers, key employees and other service providers a total of 4,260,000 shares of common stock. These shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Act of 1933.