Current Report Filing (8-k)
March 02 2018 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
February 5, 2018
BLACKSTAR ENTERPRISE GROUP, INC.
(Exact name of Registrant as specified in its
charter)
Delaware
|
000-55730
|
27-1120628
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
4450 Arapahoe Ave., Suite 100
Boulder, CO 80303
(Address of Principal Executive Offices)
(303) 500-5073
(Registrant's Telephone Number, Including Area
Code)
________________________________________
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company
¨
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 13(a) of the Exchange Act.
¨
SECTION 3 – SECURITIES AND
TRADING MARKETS
Item 3.02 Unregistered Sales of
Equity Securities
On February 5, 2018, the Company completed
an unregistered private placement offering of units in accordance with and in reliance upon the exemption from securities registration
for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the United
States Securities and Exchange Commission (the “SEC”) under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The
Company raised $165,000 through the sale of restricted units at $0.50 each, with each unit consisting of one (1) share of restricted
common stock of BlackStar Enterprise Group, Inc. (“BlackStar”), one (1) warrant exercisable into one (1) Digital Equity
of BlackStar, (subject to and effective upon a registration statement) and one (1) warrant to purchase one (1) share of Crypto
Equity Management Corp. (“CEMC”) at $10.00 per share.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01
of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including
for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in
this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange
Act regardless of any general incorporation language in such filing.
On March 1, 2018, the Company issued
a press release. A copy of the press release is attached hereto as Exhibit 99.1.
SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On December 31, 2017,
BEGI formed a nonprofit corporation, Crypto Industry SRO Inc. in the State of Colorado. BEGI intends to manage Crypto Industry
SRO to form a self-regulatory membership organization for the crypto-equity industry, intending to set guidelines and best-practice
rules. The articles of incorporation for Crypto Industry SRO Inc. are attached hereto as Exhibit 3(i).1.
Expanded Business
Plan
Additionally, as discussed
in the referenced news release in Item 7.01, above, the Company is conducting an in-depth analysis for the Company’s involvement
in distributed ledger technology (“DLT”) related ventures. To that end, the Company formed a subsidiary, Crypto Equity
Management Corp. (“CEMC”), on September 30, 2017. As a merchant bank, BlackStar intends to seek to provide access to
capital for companies and is specifically seeking out ventures involved in DLT. BlackStar recognizes the similarities in the DLT
ecosystem today compared to the Dot Com era in the 90’s, which present both challenges and opportunities. BlackStar intends
to facilitate DLT involved companies through majority controlled joint ventures with its subsidiary CEMC. The Company is
actively seeking opportunities for ventures in the DLT ecosystem. BlackStar, through CEMC, intends to initially control and manage
each venture. BlackStar also intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain
entrepreneurs for securities, tax, and commodity issues.
SECTION 9 - FINANCIAL
STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following is
a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item
601 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BlackStar Enterprise Group, Inc.
By:
/s/ Joseph E. Kurczodyna
_________
Joseph E. Kurczodyna
Title: CFO
Date: March 1, 2018
BlackStar Enterprise (PK) (USOTC:BEGI)
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