OTC: BCCG

On
March 31, 2021, the Company organized Raisewise Morocco L.L.C. under the laws of Morocco. No assets or liabilities have been recorded
on its balance sheet, nor has Raisewise Morocco commenced operations other than execution of the license and management agreements with
the Company as described below. The Raisewise Morocco subsidiary’s purpose is to commercially exploit the Crowdfunding platform
to provide individual and entity investors in Morocco with access to investment opportunities. Raisewise Morocco’s regulatory application
is pending Moroccan government approval. The Company owns 100% of the subsidiary.

On
May 21, 2021, the Company organized Raisewise Sweden AB under the laws of Sweden. Subsequent to its organization, 20% ownership of this
subsidiary was sold to Medcap LTD for $50,000. No assets or liabilities have been recorded on its balance sheet, nor has Raisewise Sweden
commenced operations other than execution of the license and management agreements with the Company as described below. The Raisewise
Sweden subsidiary’s purpose is to commercially exploit the Crowdfunding platform to provide individual and entity investors in
Sweden with access to investment opportunities. The Company owns 80% of this subsidiary with the remaining 20% owned by an unaffiliated
United States corporation., MedCap International Inc.

On
May 29, 2023, the Company organized Raisewise Brasil LTDA under the laws of Brazil. No assets or liabilities have been recorded on its
balance sheet, nor has Raisewise Brasil commenced operations. Raisewise Brazil’s platform is in the final inspection stage which
is prerequisite for filing for by approval by the Brazilian regulatory authority, Comissao de Valorex Mobiliaros. The subsidiary’s
purpose is to create a Crowdfunding platform that provides individual investors with access to investment opportunities. The Company
owns 95% of this subsidiary and the remaining 5% is owned by an unaffiliated Brazilian entity, MJA Consultoria e Participacoes LTDA,
administered by Jore Aragao, a Brazilian attorney. To date, the Company has not finalized its license and management agreement with Raisewise
Brazil.

The
Raisewise Crowdfunding platforms will operate as a traditional crowdfunding platform with debt, equity, rewards and donations. The ceiling
on money raises via crowdfunding platform in the U.S. was formerly $1,070,000, until the upper limit was raised in October 2020 to USD
$5,000,000 over a 12-month period. Each investor can find projects that fit their particular business and investor needs, from USD$1,000
projects up to USD $5,000,000.

1

The
Company’s Raisewise platforms will be operated through the Company’s wholly or majority owned subsidiaries in various U.S.
and international jurisdictions. The Company’s Raisewise subsidiaries intend to compete with established crowdfunding companies,
including, among others:

●
Fundopolis

●
Crowdfunz

●
Republic.co

●
Start
Engine

●
GoFundMe

●
Indiegogo

●
Askforfunding

These
other crowdfunding platforms with which we will compete are all well established with longer operating histories and significant resources.
These advantages may adversely affect our ability to compete.

The
Company’s Business Plan

The
Company’s business plan is to monetize the Raisewise Crowdfunding platforms by funding projects for individual and entity investors
thereby generating revenues and profits worldwide. As a new start-up, there can be no assurance of market acceptance, ability to successfully
compete with established companies with far greater resources and established operating histories and generate significant revenues or
profits, if ever.

To
initially fund the Company’s Crowdfunding operations, the Company filed a registration statement on Form S-1, File No. 333-273760
(the “Registration Statement”) that was declared effective by the SEC on December 1, 2023, and during 2024, we only raised
limited proceeds from the Registration Statement. Pursuant to the Registration Statement, we are seeking to raise gross proceeds of up
to $20,000,000 from the sale on a “best efforts basis” of up to 10,000,000 Units at an offering price of $2.00 per Unit,
each consisting of one share of common stock and one common stock purchase warrant, exercisable at $2.50 per warrant In order to continue
to raise proceeds under the Registration Statement we must file a post-effective amendment that must include, among other updated disclosure,
audited financial statements for the Company’s fiscal years ended May 31, 2025 and May 31, 2026 (included in this Annual Report
on Form 10-K). This post-effective amendment is subject to review by and must be declared effective by the SEC, prior to any capital
raise.

To
date, the Company has established Raisewise Crowdfunding subsidiaries, either wholly or majority owned, in the United States, Sweden,
Morocco and Brazil to operate in the Crowdfunding industry. Each of these subsidiaries has its own platform, duly licensed by the Company,
except for the Brazil subsidiary, which license is pending final approval. The first one established was Raisewise USA, which was incorporated
in the State of New York and is in the process of being registered and authorized as a Crowdfunding entity by the SEC and FINRA and plans
to resubmit its application to FINRA by or about December 2026.

The
Company’s plan is to launch additional platforms in the major countries worldwide, dependent upon: (i) the success of capital raise
under our IPO; and (ii) our ability to obtain authorizations from each local international financial market for authority to operate
Crowdfunding platforms using the “Raisewise” name; among other factors. In additional to Raisewise Crowdfunding entities
in Sweden, Morocco and Brazil, among other priority targeted areas, as a second stage, we plan to devote efforts to open Crowdfunding
entities in the UK, France and Germany, with additional countries to be targeted thereafter. These efforts are, of course, subject to
and dependent upon the success of our capital raise under our IPO, of which there can be no assurance.

2

The
Company has devoted time and resources toward the development of its own proprietary source code, designed to its needs with the capacity
of modifying, adapting, transforming and improving its Crowdfunding platforms and ability to adapt each platform to specific countries
and markets.

To
that end, the Company has also engaged and will continue to identify a team of professionals, including consultants and service providers,
to work with our management team. The Company is intent on developing an international web marketing agency to globalize our Crowdfunding
network, subject to the success of its capital raising efforts.

Raisewise
Subsidiaries and Material Terms of Contracts

Raisewise
USA Inc. - Raisewise USA Crowdfunding License Agreement (“USA License Agreement”): Pursuant to the USA License Agreement
dated April 1, 2022 (attached as Exhibit 10.2 to the Company’s Form S-1/A filed with the Commission on August 7, 2023), Raisewise
USA was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The USA License Agreement requires Raisewise
USA to pay to the Company the sum of $50,000.00 US (subject to collection upon commencement of operations) as well as royalties of 2.5%
of the gross revenue derived from Raisewise USA’s operation of the Crowdfunding Platform. Raisewise USA is a 100% owned subsidiary
of the Company.

Raisewise
USA Inc. - Crowdfunding Platform Management Services Agreement (“USA Platform Management Agreement”): Pursuant to the USA
Platform Management Agreement dated April 1, 2022 (attached as Exhibit 10.3 to the Company’s Form S-1/A filed with the Commission
on August 7, 2023), the Company was engaged to render certain defined management services to Raisewise USA for a term of 3 years. The
USA Platform Management Agreement requires Raisewise USA to compensate the Company for management fees (3% of gross revenue), maintenance
fees ($240,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise
Sweden AB - Crowdfunding Platform License Agreement (“Sweden Platform License Agreement”): Pursuant to the Sweden Platform
License Agreement dated April 1, 2022 (attached as Exhibit 10.4 to the Company’s Form S-1/A filed with the Commission on August
7, 2023), Raisewise Sweden was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The Sweden Platform
License Agreement requires Raisewise Sweden to pay to the Company the sum of $30,000.00 US (subject to collection upon commencement of
operations) as well as royalties of 2.5% of the gross revenue derived from Raisewise Sweden’s operation of the Crowdfunding Platform.
Raisewise Sweden is a 80% owned subsidiary of the Company with the remaining 20% owned by an unaffiliated United States corporation,
MedCap International Inc.

Raisewise
Sweden AB - Crowdfunding Platform Management Services Agreement (“Sweden Management Services Agreement”): Pursuant to the
Sweden Management. Services Agreement dated April 1, 2022 (attached as Exhibit 10.5 to the Company’s Form S-1/A filed with the
Commission on August 7, 2023), the Company was engaged to render certain defined management services to Raisewise USA for a term of 3
years. The Agreement requires Raisewise Sweden to compensate the Company for management fees (3% of gross revenue), maintenance fees
($85,000.00 US/year) and set-up fees (5% of the gross revenue during the second year of operations).

Raisewise
Morocco SARL - Crowdfunding Platform License Agreement (“Morocco Platform License Agreement”): Pursuant to the Morocco Platform
License Agreement dated April 1, 2022 (attached as Exhibit 10.6 to the Company’s Form S-1/A filed with the Commission on August
7, 2023), Raisewise Morocco was granted the rights to the Company’s Crowdfunding Platform for a term of 3 years. The Agreement
requires Raisewise Morocco to pay to the Company the sum of $30,000.00 US (subject to collection upon commencement of operations) as
well as royalties of 2.5% of the gross revenue derived from Raisewise Morocco’s operation of the Crowdfunding Platform. Raisewise
Morocco is a 100% owned subsidiary of the Company.

3

Raisewise
Morocco SARL - Crowdfunding Platform Management and Maintenance Services Agreement (“Morocco Management Services Agreement”):
Pursuant to the Morocco Management Services Agreement dated April 1, 2022 (attached as Exhibit 10.7 to the Company’s Form S-1/A
filed with the Commission on August 7, 2023) the Commission on August 7, 2023), the Company was engaged to render certain defined management
services to Raisewise Morocco for a term of 3 years. The Morocco Management Services Agreement requires Raisewise Morocco to compensate
the Company for management fees (3% of gross revenue), maintenance fees ($120,000.00 US/year) and set-up fees (5% of the gross revenue
during the second year of operations).

Raisewise
Brasil LTDA - Raisewise Brasil LTDA was organized under the laws of Brazil on May 24, 2023 and is in the process of applying with the
Brazil securities authorities to operate as a crowdfunding entity in Brazil. To date, the Company has not yet finalized the License Agreement
or a Platform Management and Maintenance Services Agreement with the Raisewise Brazil subsidiary.

Raisewise
USA is in the process of finalizing its application to be a FINRA regulated Regulation CF crowdfunding platform and has contracted with
North Capital, a registered broker dealer. Regulation Crowdfunding (Reg CF) requires crowdfunding offerings to be conducted through an
intermediary, which can be either a registered broker-dealer or a registered funding portal, both of which must be registered with the
SEC and FINRA.

Raisewise
Sweden has the FI authorization to operate debt and donations and is in the process of finalizing the plug-in for its payment system
The Raisewise Morocco Crowdfunding Platform is in place pending operational approval under Moroccan law. The Moroccan crowdfunding law
(Law number: 15.18; Decret number Dahir: 1.21.24) is pending finalization and publication. While the Company reasonably expects this
crowdfunding law to be enacted, there can be no assurance as to when or if it will be adopted. Accordingly, Raisewise Morocco is preparing
its filing with the Moroccan financial authority, which, if approved, should establish the Company as a pioneer in the Moroccan crowdfunding
space. As noted about, Raisewise Brazil is preparing to file its application with the Brazilian regulatory authorities. The timing for
the filings and approvals, if any when they occur, cannot be determined with any certainty at this time.

Regulation
Crowdfunding

The
regulation of crowdfunding in the United States is multifaceted. Donation-based and reward-based crowdfunding are essentially unregulated,
subject only to the prohibitions on fraud and false advertising that apply to all commercial transactions. But crowd investing and most
forms of crowdlending must comply with the registration and prospectus requirements of the Securities Act, unless an exemption is available.

Four
different exemptions are available. Two of these, Rules 506(b) and 506(c), allow sales to wealthy or sophisticated investors with relatively
minimal additional regulation. Section 4(a)(6) of the Securities Act and its implementing regulation, Regulation Crowdfunding, allow
sales to the general public, but at a high regulatory cost. Section 4(a)(6) and Regulation Crowdfunding heavily regulate all three participants
in the crowdfunding process—issuers, intermediaries, and investors—and impose significant limits on the structure of offerings.
Finally, many US states have adopted state crowdfunding exemptions that are coordinated with the federal intrastate offering exemption.
These state exemptions are of limited usefulness because the issuer and all investors must be located in a single state.

Regulation
Crowdfunding enables eligible companies to offer and sell securities through crowdfunding. The rules:

●
require
all transactions under Regulation Crowdfunding to take place online through an SEC-registered intermediary, either a broker-dealer
or a funding portal;

●
permit
a company to raise a maximum aggregate amount of $5 million through crowdfunding offerings in a 12-month period;

●
limit
the amount individual non-accredited investors can invest across all crowdfunding offerings in a 12-month period; and

●
require
disclosure of information in filings with the Commission and to investors and the intermediary facilitating the offering.

Securities
purchased in a crowdfunding transaction generally cannot be resold for one year. Rule 503 of Regulation Crowdfunding includes “bad
actor” disqualification provisions that disqualify offerings if the issuer or other “covered persons” have experienced
a disqualifying event, such as being convicted of, or subject to court or administrative sanctions for, securities fraud or other violations
of specified laws.

4

Having
platforms that host Regulation A, Regulation Crowdfunding and Regulation D offerings, we are required to comply with a variety of state
and federal securities laws as well as the requirements of FINRA, a national securities association of which our funding portal subsidiary
is a member.

Regulation
Crowdfunding (Reg CF) and SEC Requirements: In order to act as an intermediary under Regulation Crowdfunding, our Raisewise USA subsidiary
will be registered as a funding portal with the SEC and apply to become a member of FINRA. In the future, we may be subject to additional
rules issued by other regulators, such as the money-laundering rules proposed by FinCEN.

As
a funding portal, our Raisewise USA subsidiary is prohibited from engaging in certain activities in order not to be regulated as a full-service
broker-dealer. These activities are set out in Section 4(a)(6) under the Securities Act and in Regulation Crowdfunding. Raisewise USA
has established internal processes to ensure that Raisewise USA and its agents and affiliates do not engage in activities that it/they
are not permitted to undertake, including:

●
Providing
investment advice or recommendations to investors for securities displayed on our platform;

●
Soliciting
purchases, sales or offers to buy securities displayed on our platform;

●
Compensating
employees, agents or other persons for solicitation or for the sale of securities displayed or listed on our platform; or

●
Holding,
managing, processing or otherwise handling investors’ funds or securities.

In
addition, our funding portal has certain affirmative requirements that it is required to comply with to maintain its status. These affirmative
obligations include:

●
Providing
a communications channel to allow issuers to communicate with investors;

●
Having
due diligence and compliance protocols and requirements in place so that it has a “reasonable basis” to believe that

●
its
issuers are in compliance with securities laws, have established means to keep accurate records of the securities offered and sold,
and that none of their covered persons (e.g., officers, directors and certain beneficial owners) are “bad actors” and
therefore disqualified from participating in the offering;

●
its
issuers and offerings do not present the potential for fraud or otherwise raise concerns about investor protection; and

●
its
investors do not invest more than they are allowed to invest under the limitations set out in Regulation Crowdfunding; and

●
Creating
procedures for its investors to notify them of risks regarding investing in securities hosted on its platform and providing them
with required investor education and disclosure materials.

We
are also required to set up protocols regarding payment procedures and recordkeeping.

FINRA
Rules: As a planned member of FINRA, our funding portal will be subject to their supervisory authority and will be required to comply
with FINRA’s crowdfunding portal requirements. These requirements include rules regarding conduct, compliance and codes of procedure.
For instance, FINRA’s compliance rules require timely reporting of specified events such as complaints and certain litigation against
the portal or its associated persons as well as the provision of the portal’s annual financials prepared on a U.S. GAAP basis.
In addition, under the conduct rules, the portal is required to conduct its business with high standards of commercial honor and just
and equitable principles of trade, is limited to certain types of communications with investors and issuers, and is prohibited from using
manipulative, deceptive and other fraudulent devices.

Potential
Liability

Under
Section 11 of the Securities Act, an issuer, including its officers and directors, may be liable to the purchaser of its securities in
a transaction made under Section 4(a)(6) of the Securities Act if the issuer makes an untrue statement of a material fact or omits to
state a material fact required to be stated or necessary in order to make the statements, in light of the circumstances under which there
were made, not misleading; provided, however, that the purchaser does not know of the untruth or omission, and the issuer is unable to
prove that it did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.

5

Though
not explicitly stated in the statute, Section 11 may extend liability to funding portals, and the SEC has stated that, depending on the
facts and circumstances, portals may be liable for misleading statements made by issuers. However, funding portals would likely have
a “reasonable care” due diligence defense. “Reasonable care” would include establishing policies and procedures
that are reasonably designed to achieve compliance with the requirements of Regulation Crowdfunding, including conducting a review of
the issuer’s offering documents before posting them to the platform to evaluate whether they contain materially false or misleading
information. We have designed our internal processes and procedures with a view to establishing this defense, should the need arise.

Further,
we may also face liability from existing anti-fraud rules and statutes under the securities laws. For instance, under Section 9(a)(4)
of the Exchange Act anyone who “willfully participates” in an offering could be liable for false or misleading statements
made to induce a securities transaction.

In
addition, FINRA imposes liability for certain conduct including violations of commercial honor and just and equitable principles of trade
and acts using manipulative, deceptive and other fraudulent devices.

Regulation
A and Regulation D; Broker-Dealer Registration Requirements

With
respect to sales under Regulation A and Regulation D, promulgated by the SEC under the Securities Act, we provide the technology for
issuers to identify and interact with potential investors, and do not structure transactions. We are not registered as a broker-dealer
and do not engage in certain activities that would constitute “engaging in the business” of being a broker-dealer, including:

●
Actively
soliciting investors and negotiating the terms of an arrangement between companies and investors;

●
Accepting
compensation related to the success and size of the transaction or deal;

●
Effecting
transactions, including handling of the securities and funds relating to a transaction; and

●
Extending
credit to investors; and creating the market and help negotiate the price between buyers and sellers.

There
has been little regulatory guidance as to the circumstances in which state or federal broker-dealer registration requirements apply to
online investment platforms, and such guidance as it exists generally predates the technological developments of the last couple of decades.
Despite a long-standing request from organizations such as the American Bar Association to clarify the circumstances in which “finders,”
who also connect buyers and sellers of securities, are permitted to perform that function without registering as broker-dealers, the
SEC has not provided any guidance. It is possible that any clarification of the matter will result in our having to change our business
model or even register as a broker-dealer. See “Risk Factors.”

Competition
and Barriers to Entry

The
Company’s Raisewise USA platform, operating through several wholly or majority owned subsidiaries in various U.S. and international
jurisdictions can compete in the market with companies such as:

●
Fundopolis

●
Crowdfunz

●
Republic.co

●
Start
Engine

●
GoFundMe

●
Indiegogo

●
Askforfunding

With
respect to offerings made under Regulation Crowdfunding, we expect to compete with other intermediaries, including brokers and funding
portals such as WeFunder, Next Seed, SeedInvest, Republic and Micro Ventures.

With
respect to offerings under Regulation A, we expect compete with other platforms, hosting services and broker-dealers. Some of our competitors
include: SeedInvest, Hambrecht, CrowdEngine and Wefunder.

6

With
respect to offerings under Rule 506(c), or online offerings made under Regulation D (which includes non-solicited offerings), we expect
to compete with platforms such as Crowdfunder, AngelList, EquityNet, SeedInvest and FundersClub.

Employees

We
currently have no full-time employees and our Chief Executive Officer, who also serves as our Chief Financial Officer, as well as our
Chief Operating Officer and Co-Chief Operating Officer, who primarily work remotely, may be considered to be part-time. Our CEO, CFO
and COOs devote such time as they deem reasonably necessary based upon the present level of operations. We also work with a number of
contractors for user-experience design, security controls and testing.

Property

Our
principal executive offices are located at 110 East 59th Street, 23rd Floor, New York, NY 10022, and are leased
from an unaffiliated third party for nominal rent on a month to month basis. Our telephone number is: (212) 324-3748.