As filed with the Securities and Exchange Commission on November 29, 2023

Registration No. 333-273760

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment #3)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Blue Chip Capital Group, Inc.

(Exact name of registrant as specified in its charter)

269 South Beverly Drive – Suite 373, Beverly Hills, CA 90212

Telephone (347) 629-1990

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Joseph Richard Moran, Chief Executive Officer

Blue Chip Capital Group, Inc.

269 South Beverly Drive – Suite 373, Beverly Hills, CA 90212

Parasec.com, 318 N Carson St # 208, Carson City, NV 89701; Tel: (775) 883-0104

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copy to:

The Lonergan Law Firm, LLC

Lawrence R. Lonergan, Esq.

96 Park Street Montclair, NJ 07042

Telephone: 973-641-4012

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an Offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering. ☐

Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement on Form S-1 of Blue Chip Capital Group, Inc. (the “Company”) (File No. 333-273760) is being filed as an exhibit-only filing solely to file the Opinion of Lawrence R. Lonergan, Esq. dated November 28, 3023 (Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, and the referenced exhibit. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

* Filed with the SEC as part of the Company’s Registration Statement on August 7, 2023, which are incorporated herein.

**Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on November 29, 2023.

Exhibit 5.1

Ladies and Gentlemen:

We have acted as counsel to Blue Chip Capital Group, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-1/A, File No. 333-273760 (the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on November __, 2023.

The Registration Statement relates to the registration for the sale by the Company of a total of 10,000,000 units (the “Units”) at an offering price of $2.00 per unit (the “Offering”). Each Unit consists of: (i) one share of Common Stock, par value $0.0001 (the “Common Stock”); and (ii) one (1) common stock purchase warrant (the “Warrants”) exercisable to purchase one (1) additional share of Common Stock, at an exercise price of $2.50. Each Warrant offered hereby as part of the Units is immediately exercisable on the date of issuance and will expire five (5) years from the date of issuance. The Offering is being conducted by the Company on a self-underwritten, best-efforts basis, utilizing the services of one or more placement agents, which means the Company’s management and placement agent(s), if any, will attempt to sell the Units being offered hereby on behalf of the Company. There is no underwriter for the Offering.

In connection with the opinion expressed herein, we have examined the Company’s registration statement on Form S-1 to which this Exhibit 5.1 is attached, and such additional documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the common stock included in the Units subject to the Offering and the underlying securities have been duly authorized by the Company and, when sold, paid for and issued in accordance with the terms of and as described in the Registration Statement, will be legally (or validly) issued, fully paid and non-assessable. Further, the common stock underlying the warrants will be, when sold, legally (or validly) issued, fully paid and non-assessable. The warrants will be a binding obligation of the registrant under the law of the State of Nevada, the jurisdiction governing the common stock purchase warrant.

The opinions expressed herein are limited solely to the Nevada Revised Statutes of the State of Nevada, and the reported judicial decisions interpreting such law, as currently in effect, and we express no opinion as to the effect of any other law of the State of Nevada or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

Sincerely,

Exhibit 21.1

List of Subsidiaries

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated November 17, 2023, with respect to the audited financial statements of Blue Chip Capital Group, Inc. for the years ended May 31, 2023 and 2022.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ Hudgens CPA, PLLC

www.hudgenscpas.com

Houston, Texas

November 17, 2023