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SUBSEQUENT EVENTS
3 Months Ended
Aug. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

 

Subsequent events were evaluated through February 13, 2025, which is the date the financial statements were available to be issued.

 

On September 5, 2024, the Board of Directors of Blue-Chip Capital Group, Inc. (the “Company”) accepted the resignation of Hassan Oulhous as a member of the Company’s Board of Directors. Mr. Oulhous, who served as a director since 2021, did not inform the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, nor is any disagreement known to an executive officer of the Company, as defined in 17 CFR 240.3b-7, on any matter relating to the Company’s operations, policies or practices. The Company understands that the resignation was for the purpose of Mr. Oulhous pursuing other business opportunities. The Company has provided Mr. Oulhous with a copy of the disclosure contained in this Form 8-K.

 

On September 5, 2024, in connection with the resignation of Mr. Oulhous, the Board approved the appointment of Mr. James C. DiPrima, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, to its Board of Directors. Mr. DiPrima has served as the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer since March 29, 2024.

 

On October 16, 2024, the Board of Directors of Blue-Chip Capital Group, Inc. (the “Company”) accepted the resignation of James Lasry as a member of the Company’s Board of Directors. Mr. Lasry, who served as a director since 2021, informed the Company that he did not have sufficient business time to devote to the Company’s affairs as a Board member. Mr. Lasry did not inform the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, nor is any disagreement known to an executive officer of the Company, as defined in 17 CFR 240.3b-7, on any matter relating to the Company’s operations, policies or practices. Following the acceptance of Mr. Lasry’s resignation, the Registrant’s Board of Directors approved the appointment of Mr. Frederic Ohana as a member of the Registrant’s Board effective on October 21, 2024.

 

On October 30, 2024, the Board of Directors of Blue Chip Capital Group, Inc. (the “Company”) ratified and approved the execution of a Share Exchange and Conversion Agreement dated October 24, 2024 (the “Agreement”) by and between the Company, on one hand, and GSFI Rome LLC, a Wyoming limited liability company (“GSFI”), which is a wholly owned subsidiary of Green Stream Finance Inc., a public Wyoming corporation (“Green Stream”), on the other hand. A conformed copy of the executed Agreement is attached as Exhibit 99.3 hereto.

 

The Agreement between the Company, GSFI and Green Stream, provides for, among other things, the exchange by the Company of a number of shares of the Company’s Common Stock, in an amount to be determined, in consideration for 100% of the capital stock GSFI, which shares of the Company’s Common Stock will be distributed pursuant to a new registration statement to be filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”) for the benefit of the Company, GSFI and the holders of all securities, rights to securities, promissory notes, warrants, and any and all rights of Green Stream (collectively, the “Green Stream Securities”) held by the holders (collectively, the “Green Stream Holders”).

 

It is understood and agreed by and between the Company, GSFI and Green Stream that as of a date within sixty (60) business days of receipt by the Company of the GSFI complete disclosure documents, including audited financial statements, the Green Stream Securities held by the Green Stream Holders, as will be evidenced on the signature page(s) of the Agreement, shall be automatically (without any further actions on the part of the Green Stream Holders) converted into the number of shares of the Company’s Common Stock issuable to the agreeing Green Stream Holders in connection with such conversion (the “Conversion Shares”).

 

 

The Green Stream Holders electing to exchange and convert their respective Green Stream Securities into shares of the Company’s Common Stock will be included in the new registration statement as selling security holders pursuant to the terms and conditions of the Agreement. The filing of the new registration statement will be subject to certain conditions precedent including, but not limited to, completion and delivery to the Company of an audit of the financial statements of GSFI and other due diligence disclosure regarding GSFI in accordance with GAAP and as required by the SEC under the Act and the rules and regulation of the SEC (the “GSFI Disclosure”).The Green Stream Holders may convert the Green Stream Securities set forth on the signature page(s) into a number of shares of the Company’s Common Stock or Conversion Shares to be mutually determined by the Company and GSFI within sixty (60) business days of the Company’s receipt of the GSFI Disclosure.

 

Mr. James C. DiPrima, the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer also holds the position of President and Chief Executive Officer of Green Stream Finance, Inc.

 

During the period from November19, 2024 through December 30, 2024, the Company issued and sold to 4 accredited investors convertible notes bearing interest at 10% per annum (the “Notes”), each due nine (9) months from the date of issuance, as follows:

 

1: 11/19/2024 in the principal amount of $25,000; 2. 11/27/2024 in the principal amount of $10,000; 3: 12/12/2024 in the principal amount of $10,000; and 12/30/2024 in the principal amount of $10,000. The Company agreed to issue to each of these investors restricted shares of the Company’s common stock equal to 1.5 shares for each dollar of the principal amount of the Note.

 

In addition, the Company issued and sold to a single accredited investor Notes as follows: 1: 12/18/2024 in the principal amount of $100,000; (2) 1/6/2025 in the principal amount of $100,000; and (3) 2/7/2025 in the principal amount of $300,000, of which $50,000 was paid to the Company and $250,000 was paid into an attorney’s escrow account, for release to the Company upon certain events. In connection with the issuance of these three Notes, all equal or greater than $100,000, the Company agreed to issue to this investor restricted shares equal to 2 shares per each dollar of the principal amount of the Note.