As filed with the U.S. Securities and
Exchange Commission on March 11 , 2022
Registration No. 333-257978
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BLACKSTAR ENTERPRISE GROUP, INC.
(Exact name of registrant as specified in its
charter)
DELAWARE
(State or jurisdiction of incorporation or organization) |
6799
(Primary Standard Industrial Classification
Code Number) |
27-1120628
(I.R.S. Employer
Identification No.) |
4450 Arapahoe Ave., Suite 100, Boulder, CO
80303/ Phone (303) 500-3210
(Address and telephone number of principal executive
offices)
John Noble Harris, Chief Executive Officer
4450 Arapahoe Ave., Suite 100, Boulder, CO
80303/ Phone (303) 500-3210
(Name, address and telephone number of agent
for service)
COPIES OF ALL COMMUNICATIONS TO:
Christen Lambert, Attorney at Law
2920 Forestville Rd. Ste. 100 PMB 1155, Raleigh,
NC 27616 / Phone (919) 473-9130
Approximate date of commencement of proposed
sale to the public: As soon as possible after this Registration Statement becomes effective.
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. [X]
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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.
Large accelerated filer |
[___] |
|
Accelerated filer |
[___] |
Non-accelerated filer |
[_X_] |
|
Smaller reporting company |
[_X_] |
|
|
|
Emerging growth company |
[_X_] |
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. [___]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(3) |
|
|
|
|
|
Shares of Common Stock Underlying Convertible Notes, $0.001 par value |
46,000,000 |
$0.0344 |
$1,582,400 |
$172.64 (4) |
|
|
|
|
|
|
(1) |
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. This amount represents a good faith estimate of the shares of common stock underlying convertible notes issued by the registrant in private placements, with such amount equal to the maximum number of shares issuable upon conversion of such notes, assuming for purposes hereof that (x) such notes are convertible at $0.02 per share, and (y) interest on such note accrues at 10% per annum until the maturity dates of the convertible notes, without taking into account the limitations on the conversion of such notes (as provided for therein). |
|
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933 ("the Securities Act") based on the average of the 5-day average of the high and low prices of the common stock on July 12, 2021 as reported on the OTCQB. |
|
(3) |
Based on the average price per share of $0.0344 for BlackStar Enterprise Group, Inc.’s common stock on July 12, 2021 as reported by the OTC Markets Group. The fee is calculated by multiplying the aggregate offering amount by .0001091, pursuant to Section 6(b) of the Securities Act of 1933. |
|
(4) |
$172.64 previously paid, based on the 5-day average of the high and low prices of the common stock on July 12, 2021 ($0.0344), which was higher than the 5-day average of the high and low prices of the common stock on March 7 , 2022 ($0 .00684 ). |
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 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
ii
PRELIMINARY PROSPECTUS SUBJECT
TO COMPLETION DATED MARCH __, 2022
The information in this prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities
and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
BLACKSTAR ENTERPRISE GROUP, INC.
46,000,000 Shares of Common Stock Underlying
Convertible Notes
This Prospectus relates to the resale from
time to time of an aggregate of up to 46,000,000 shares of common stock par value $0.001 per share, (the “Common Shares”)
of BlackStar Enterprise Group, Inc., a Delaware corporation, by the Selling Shareholders (each a “Selling Shareholder”,
and collectively, the “Selling Shareholders”), underlying, and pursuant to the conversion of convertible notes (the
“Notes”) which were acquired from the Company pursuant to subscription agreements for an aggregate purchase price of $803,275.
This amount represents a good faith estimate of the shares of common stock underlying convertible notes issued by the registrant
in private placements, with such amount equal to the maximum number of shares issuable upon conversion of such notes, assuming
for purposes hereof that (x) such notes are convertible at $0.02 per share, and (y) interest on such note accrues at 10% per annum
until the maturity dates of the convertible notes, without taking into account the limitations on the conversion of such notes
(as provided for therein). The 46,000,000 shares being registered includes 1,386,459, 9,016,394, and 27,500,000 shares, respectively,
that may be issued pursuant to the conversion of the principal amount of the Notes, as well as 110,917, 1,100,000, and 2,750,000
additional shares that may be issued pursuant to the conversion of accrued interest over the term of the Notes, assuming a conversion
price of $0.024, $0.0244, and $0.02 per share, respectively, 300,000 shares issued to cure a default, and 3,836,230 additional
shares to cover any differences in conversion price. The Selling Shareholders have informed us that they are not “underwriters”
within the meaning of the Securities Act. The Securities and Exchange Commission (“SEC”) may take the view that, under
certain circumstances, any broker-dealers or agents that participate with the Selling Shareholders in the distribution of the Common
Shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”). Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting
commissions under the Securities Act. The Selling Shareholders may sell Common Shares underlying the Notes from time to time in
the principal market on which the Registrant’s Common Stock is quoted and traded at the prevailing market price or in negotiated
transactions. We will not receive any of the proceeds from the sale of those Common Shares being sold by the Selling Shareholders.
We did, however, receive net proceeds of approximately $803,275 pursuant to the sale of the Notes to the Selling Shareholders.
We will pay the expenses of registering these Common Shares underlying the Notes.
Pursuant to registration rights granted to
the Selling Shareholders, we are obligated to register the Common Shares underlying the Notes. We will not receive any proceeds
from the sale of the Common Shares by the Selling Shareholders.
Our selling shareholders plan to sell common
shares at market prices for so long as our Company is quoted on OTCQB and as the market may dictate from time to time. There is
a limited market for the common stock, which has been trading on the OTCQB (“BEGI”) at an average of $ 0 .00684
in the past 5 days as of March 7, 2022 .
Title |
Price Per Share |
Common Stock |
$ 0.0344 * |
*Five-day average market sale price at July
12, 2021. The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance
with Rule 457(c). The average trading price in the 5 days prior to this amended registration statement on March 7, 2022
was $0 .00684 (less than the original calculation), so no additional fee was required.
The Selling Shareholders are offering the Common
Shares underlying the Notes. The Selling Shareholders may sell all or a portion of these Common Shares from time to time in market
transactions through any market on which the Common Stock is then traded, in negotiated transactions or otherwise, and at prices
and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or
brokers, who
may act as agent or as principal or by a combination
of such methods of sale. The Selling Shareholders will receive all proceeds from such sales of the Common Shares. For additional
information on the methods of sale, you should refer to the section entitled “Plan of Distribution.”
In aggregate, the Selling Shareholders may
sell up to 46,000,000 Common Shares under this Prospectus, which includes 37,902,853 shares to be issued upon conversion of the
principal amount of convertible notes, as well as 3,960,917 additional shares that may be issued based on 10% interest per annum
until the maturity date of the convertible notes, assuming a conversion price of $0.02 per share, 300,000 shares issued to cure
a default, and 3,836,230 additional shares to cover any differences in conversion price. We are obligated to file a supplemental
registration statement or registration statements in order to register all of the Common Shares, in the event that the conversion
price is lower than $0.02 per share due to adjustments as is further described in this Registration Statement, resulting in additional
shares being issued that have not been registered pursuant to this Registration Statement.
We have one class of authorized common stock
and the Company has also issued warrants for common stock. Outstanding shares of common stock represent approximately 40% of the
voting power of our outstanding capital stock at the time of this registration, and outstanding shares of Class A Super Majority
Voting Preferred Stock held by, or subject to voting control by, our parent company, International Hedge Group, Inc., our CEO,
John Noble Harris, and our CFO, Joseph Kurczodyna, represent approximately 60% of the voting power of our outstanding capital stock
at the time of this registration statement.
This offering involves a high degree of
risk; see “RISK FACTORS” beginning on page 8 to read about factors you should consider before buying shares
of the common stock.
These securities have not been approved
or disapproved by the Securities and Exchange Commission (the “SEC”) or any state or provincial securities commission,
nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
This offering will be on a delayed and continuous
basis for sales of selling shareholders’ shares. The selling shareholders are not paying any of the offering expenses and
we will not receive any of the proceeds from the sale of the shares by the selling shareholders. (See “Description of Securities
– Shares”).
The information in this prospectus is not complete
and may be changed. These securities may not be sold until the date that the registration statement relating to these securities,
which has been filed with the Securities and Exchange Commission, becomes effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this Prospectus is March __,
2022 .
iii
TABLE OF CONTENTS
ITEM 3. PROSPECTUS SUMMARY INFORMATION,
RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES
Please read this prospectus carefully. It describes
our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information
necessary to make an informed investment decision.
You should rely only on information contained
in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information
in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that
date.
PROSPECTUS SUMMARY
This summary highlights selected information
contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing
in the common stock. You should carefully read the entire prospectus, including “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and the Financial Statements, before making an
investment decision. In this Prospectus, the terms “BlackStar,” “Company,” “we,” “us,”
and “our,” refer to BlackStar Enterprise Group, Inc.
COMPANY OVERVIEW
GENERAL
BlackStar Enterprise Group, Inc. is incorporated
in the State of Delaware with operations located in Boulder, Colorado. We are engaged in Merchant Banking and Finance and are expanding
our services into the blockchain industry.
The following is a summary of some of the information
contained in this document. Unless the context requires otherwise, references in this document to “BlackStar,” “Company,”
“we,” “us,” or “our,” are to BlackStar Enterprise Group, Inc.
DESCRIPTION OF BUSINESS
We are based in Boulder, Colorado and
are engaged in Merchant Banking and Finance in the United States. Since 2018 we have also been developing a blockchain-based software
platform, the BlackStar Digital Trading Platform TM (“BDTP TM”), to trade free trading shares
of our common stock. Once completed, the platform design should enable us to become a Platform as a Service (“PaaS”)
provider for other publicly traded companies, providing revenue to finance our merchant banking. We have recognized net losses
of $772,953 in the three months ended September 30, 2021 and recognized net losses of ($1,565,591) in the year ended December 31,
2020. We have relied solely on sales of our securities, convertible note financing, and private loans to fund our operations.
The Company is in the final stages of
software development and is working to initiate platform operations but will need further funding to fund operations of the merchant
bank and to expand its services into the blockchain industry. To fund ongoing operations, we may raise funds in the future, which
are not yet committed.
Reports to Security Holders
We are subject to the reporting requirements
of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.
You may read and copy any materials
we file with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC, which can be found at http://www.sec.gov.
Jumpstart Our Business Startups Act
We qualify as an “emerging growth
company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have
more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2020, our last fiscal year.
We may lose our status as an emerging
growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue
more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company
if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last
day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an
effective registration statement.
As an emerging growth company, we may
take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies.
These provisions include:
|
- |
A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures: |
|
- |
Reduced disclosure about the emerging growth company’s executive compensation arrangements; and |
|
- |
No non-binding advisory votes on executive compensation or golden parachute arrangements. |
As an emerging growth company, we are
exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
Such sections are provided below:
Section 404(b) of the Sarbanes-Oxley
Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal
controls.
Sections 14A(a) and (b) of the Securities
and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation.
We have already taken advantage of these
reduced reporting burdens in our Form 10-K, which are also available to us as a smaller reporting company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As long as we qualify as an emerging
growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and
Section 14A(a) and (b) of the Securities Exchange Act of 1934.
In addition, Section 107 of the JOBS
Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.
We are choosing to irrevocably opt out of the extended transition period for complying with new or revised accounting standards
under Section 102(b)(2) of the JOBS Act.
HISTORY
Our Company, BlackStar Enterprise Group, Inc.,
was originally formed on December 17, 2007 as NPI08, Inc. in the State of Delaware. Our name was changed in 2010 to BlackStar Energy
Group, Inc. In August of 2016, our name was changed to BlackStar Enterprise Group, Inc. Unless the context requires otherwise,
references in this document to “BlackStar,” “Company,” “we,” “us,” or “our,”
are to BlackStar Enterprise Group, Inc.
Our Company was divested from Kingsley
Capital, Inc. in a bankruptcy proceeding in 2008, in which Kingsley was the debtor. Our Company attempted to start up in the energy
business in 2010 without success, resulting in losses totaling $1,819,530 over a three-year period. Our Company was inactive until
2016 when new management and capital were introduced.
BlackStar is engaged in Merchant Banking
and Finance. BlackStar’s venue is private early-stage companies throughout various industries that, in our judgement, exhibit
a potential for sustained growth. We are a publicly traded
specialized merchant banking firm, facilitating
joint venture capital to earl- stage revenue companies. We are actively seeking opportunity for discussion with revenue generating
enterprises and emerging companies for financing. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity
companies, and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for
opportunities in involvement in crypto-equity related ventures though our wholly-owned subsidiary, Crypto Equity Management Corp.
(“CEMC”) formed in September 2017. BlackStar Enterprise Group, Inc. is traded on the OTCQB under the symbol “BEGI.”
In addition to the services described above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Crypto Industry
SRO Inc., a self-regulatory membership organization for the crypto-equity industry. Further details about the business plan for
CEMC, the operating subsidiary of BlackStar, and Crypto Industry SRO can be found in the “Current Business” section
below.
Our principal executive offices are
located at 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 and our office telephone number is (303) 500-3210. We maintain a website
at www.blackstarenterprisegroup.com, and such website is not incorporated into or a part of this filing.
International Hedge Group, Inc. (“IHG”),
our parent company, owns 4,792,702 shares of common stock (3. 01 %) and 1,000,000 of Class A Supermajority Voting Preferred
Stock (100%); Class A Preferred has that number of votes equal to that number of common shares which is not less than 60% of the
vote required to approve any action and has the right to convert all of the Class A Preferred Convertible Stock (1,000,000 shares)
into shares of Common Stock of the Company, on the basis of 100 common shares for each share of Class A Preferred Stock. IHG is
our controlling shareholder and is engaged in providing management services to companies, and, on occasion, capital consulting.
IHG’s strategy in investing in BlackStar Enterprise Group, Inc. is to own a controlling interest in a publicly quoted company
which has the mission to engage in funding of start-up and developed business ventures using its stock for private placement or
public offerings. IHG and BlackStar are currently managed and controlled by the same individuals, but IHG and BlackStar may each
seek its funding from different and as yet, undetermined sources, with funding structures of different natures.
Definitions
As used throughout this Registration
Statement, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the filing. The following
terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
BlackStar Digital
Trading Platform TM (“BDTP TM”): a peer-to-peer digital equity trading platform enabling
the trading of registered BlackStar common shares in digital form only.
BlackStar Digital
Equity: a digitally evidenced share , also known as an electronic share, (“Digital Share” – see
below ) of BlackStar common stock holding the same characteristics as securities evidenced by a paper certificate which has
been transmitted electronically and protected by cryptographic protocols.
Blockchain:
a disintermediating technology, where each transaction is cryptographically signed, and always appended to an immutable ledger,
visible to all participants, and distributed across boundaries of trust. The ledger runs on a set of nodes, each of which may be
under the control of a separate company, individual or organization. These nodes connect to each other in a dense peer-to-peer
network so that no one node acts as a central point of control or failure. There is no need for a central intermediary, where one
central database is used to rule transaction validity. A ledger is both a network and a database. It has rules and built-in security,
and it maintains internal integrity and its own history. Once a ledger transaction has received a sufficient level of validation,
some cryptography ensures that it can never be replaced or reversed. Transactions are secure, authenticated, and verifiable.
Digital Shares:
common shares holding the same characteristics as securities evidenced by a paper certificate but are recorded via electronic book-entry
through the Deposit and Withdrawal at Custodian (“DWAC”) system in digital form and are protected by cryptographic
protocols , sometimes also referred to as an electronic share .
Implications of
Being an Emerging Growth Company
As a company with less than $1.0 billion
of revenue during our last fiscal year, we qualify as an emerging growth company as defined in the JOBS Act, and we may remain
an emerging growth company for up to five years from the date of the first sale in this offering. However, if certain events occur
prior to the end of such five-year period, including if we become a large accelerated filer, our annual gross revenue exceeds $1.0
billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth
company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend
to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not
emerging growth companies. In particular, in this prospectus, we have provided only two years of audited financial statements and
have not included all of the executive compensation related information that would be required if we were not an emerging growth
company. Accordingly, the information contained herein may be different than the information you receive from other public companies
in which you hold equity interests. However, we have irrevocably elected not to avail ourselves of the extended transition period
for complying with new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth companies.
Summary of Financial Information
The following tables set forth, for the periods
and as of the dates indicated, our summary financial data. The statements of operations for the three and nine months ended September
30, 2021, and the balance sheet data as of September 30, 2021 are derived from our unaudited condensed financial statements. The
unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments,
that management considers necessary for the fair presentation of the financial information set forth in those statements. You should
read the following information together with the more detailed information contained in “Selected Financial Data,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements
and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected
in the future and results of interim periods are not necessarily indicative of results for the entire year. The statements of operations
for the years ended December 31, 2020 and 2019, and balance sheet data as of December 31, 2020, are derived from our audited financial
statements included elsewhere in this prospectus. You should read the following information together with the more detailed information
contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical
results are not indicative of the results to be expected in the future.
|
|
September 30, |
|
December 31, |
|
|
2021 |
|
2020 |
|
2019 |
Total Assets |
|
$ |
646,384 |
|
|
$ |
94,211 |
|
|
$ |
43,808 |
|
Current Liabilities |
|
$ |
520,366 |
|
|
$ |
129,062 |
|
|
$ |
278,086 |
|
Long-term Liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Stockholders’ Equity (Deficit) |
|
$ |
126,018 |
|
|
$ |
(34,851 |
) |
|
$ |
(234,278 |
) |
|
|
Three Months Ended September 30, 2021
(Unaudited) |
|
Nine Months Ended September 30, 2021
(Unaudited) |
|
December 31, 2020
(Audited) |
|
December 31, 2019
(Audited) |
Revenues |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Net Loss |
|
$ |
(772,953 |
) |
|
|
(1,807,182 |
) |
|
$ |
(1,565,591 |
) |
|
$ |
(879,269 |
) |
At September 30, 2021, the accumulated
deficit was $(7,773,375). At December 31, 2020, the accumulated deficit was $(5,966,193). We anticipate that we will operate in
a deficit position and continue to sustain net losses for the foreseeable future.
CORPORATE ORGANIZATION CHART
Our corporate structure is as follows:
INTERNATIONAL HEDGE GROUP, INC.
(Parent Company – a Colorado corporation) |
|
|
BLACKSTAR ENTERPRISE GROUP, INC.
(a Delaware corporation)
|
|
|
|
|
|
|
Crypto Equity Management Corp.
(a Colorado corporation) |
Crypto Industry SRO Inc.
(a Colorado non-profit corporation) |
|
|
|
|
|
|
PRIVATE PLACEMENT OF CONVERTIBLE NOTES
WITH REGISTRATION RIGHTS
The following convertible promissory notes
and corresponding securities purchase agreements are those that contain registration rights and those which underlying shares are
being registered for resale in this registration statement.
On November 20, 2020, BlackStar Enterprise
Group, Inc. and Quick Capital, LLC. entered into a convertible promissory note totaling $33,275 and a securities purchase agreement.
The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock.
The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for the previous
20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of
the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000
shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. Details of
the promissory note and securities purchase agreement can be found in the Form
8-K and exhibits filed on November 27, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
The company filed a Form
D with the Securities and Exchange Commission on November 27, 2020.
On January 28, 2021 BlackStar Enterprise Group,
Inc. and SE Holdings, LLC entered into a convertible promissory note totaling $220,000 and a securities purchase agreement. The
note bears interest at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion
price is to be calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous
twenty trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99%
of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000
shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering
costs of $22,500. Details of the promissory note and securities purchase agreement can be found in the Form
8-K and exhibits filed on February 4, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The
company filed a Form D
with the Securities and Exchange Commission on February 4, 2021.
On April 29, 2021 BlackStar Enterprise Group,
Inc. and Adar Alef, LLC entered into a convertible promissory note totaling $550,000 and a securities purchase agreement. The Company
initially reserved out of its authorized Common Stock 86,105,000 shares of Common Stock for conversion pursuant to the note. The
note bears interest at 10%, with a default rate of 24%, and is convertible at the option of the holder, at any time after the date
of issuance. The
conversion price is to be calculated at 50%
of the average of the three lowest closing bid prices of the Company’s common stock for the previous 20 trading days prior
to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to the note. The Company received the net proceeds from the loan of $462,000,
after original issue discount, legal fees and offering costs of $88,000. Copies of the promissory note, securities purchase agreement,
and transfer agent letter can be found in the Form
10-Q and exhibits filed on May 17, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. The
company filed a Form D with the Securities and Exchange Commission on June
1, 2021.
The Company has entered into several other
convertible note and promissory note financing arrangements over the past several years and all arrangements are discussed further
in Item 11 herein.
The Offering
We are registering 46,000,000 shares of common
stock underlying convertible notes for sale on behalf of selling shareholders (the “Resale Shares”). The noteholder
will elect, upon conversion, whether they will receive the Resale Shares in paper certificated or electronic form.
Our common stock will be transferable immediately
upon the effectiveness of the Registration Statement. (See “Description of Securities”)
Common shares outstanding before this registration statement1 |
159,074,757 |
Maximum common shares being offered by our existing selling shareholders |
46,000,000 |
Maximum common shares outstanding after this offering |
205,074,757 |
| 1) | There are additionally warrants outstanding for the purchase of 540,000 shares of common stock,
not included in this figure. |
We will not receive any proceeds from the sale
of our securities offered by the selling stockholders under this prospectus. All the shares sold under this prospectus will be
sold or otherwise disposed of for the account of the selling stockholders, or their pledgees, assignees or successors-in-interest.
See “Use of Proceeds” beginning on page 19 of this prospectus.
We are authorized to issue 700,000,000 shares
of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock. Our current shareholders, officers and directors
collectively own 159,074,757 shares of common stock and 1,000,000 shares of preferred stock as of this date, with warrants
outstanding for 540,000 shares of common stock.
Currently there is a limited public trading
market for our stock on OTCQB under the symbol “BEGI.”
Forward Looking Statements
This prospectus contains various forward-looking
statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in
this prospectus, “believe,” “expect,” “anticipate,” “estimate,” and similar expressions
are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities,
payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause
actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially
are discussed at length under the heading “Risk Factors”. Should one or more of the enumerated risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated
or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.
RISK FACTORS RELATED TO OUR BUSINESS
OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE,
ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.
We will rely exclusively on the skills and
expertise of our management team in conducting our business. Our management team has experience in identifying, evaluating and
acquiring prospective businesses for which we may ultimately provide loans, but there is no assurance our managements assessments
will be successful in placing loans which are repaid with interest. Accordingly, there is only a limited basis upon which to evaluate
our prospects for achieving our intended business objectives.
We will be wholly dependent for the selection,
structuring, closing and monitoring of all of our investments on the diligence and skill of our management team, under the supervision
of our Board of Directors. There can be no assurance that we will attain our investment objective. The management team will have
primary responsibility for the selection of companies to which we will loan or finance, the terms of such loans and the monitoring
of such investments after they are made. However, not all of the management team will devote all of their time to managing us.
These factors may affect our returns.
We have limited resources and limited operating
history.
OUR OPERATIONS AS A MERCHANT BANK MAY AFFECT
OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL, WHICH MAY EXPOSE US TO RISKS.
Our business will require a substantial amount
of capital. We may acquire additional capital from the issuance of senior securities, including borrowings or other indebtedness,
or the issuance of additional shares of our common stock. However, we may not be able to raise additional capital in the future
on favorable terms or at all. We may issue debt securities, other evidences of indebtedness or preferred stock, and we may borrow
money from banks or other financial institutions, which we refer to collectively as “senior securities”. If the value
of our businesses declines, we may be unable to satisfy loan requirements. If that happens, we may be required to liquidate a portion
of our ventures and repay a portion of our indebtedness at a time when such sales may be disadvantageous. As a result of issuing
senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If
we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferred
stockholders would have separate voting rights and might have rights, preferences, or privileges more favorable than those of our
common stockholders. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable
for, our common stock, then the percentage ownership of our stockholders at that time will decrease.
WE MAY ENGAGE IN BUSINESS ACTIVITIES THAT COULD
RESULT IN US HOLDING INVESTMENT INTERESTS IN A NUMBER OF ENTITIES WHICH COULD SUBJECT US TO REGULATION UNDER THE INVESTMENT COMPANY
ACT OF 1940.
Although we will be subject to regulation under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, we believe we will not be subject
to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business
of investing or trading in securities within the definitions and parameters which would make us subject to the “1940 Act,”
or holding unconsolidated minority interests in multiple companies and cash which might fall within the “holding company”
definitions. In the event we engage in business activities that result in us holding investment interests in a number of nonconsolidated
entities, we might become subject to regulation under the 1940 Act. In such event, we would be required to register as an Investment
Company and incur significant registration and compliance costs. Additionally, the 1940 Act requires that a number of structural
safeguards, such as an independent board of directors and a separate investment adviser whose contract must be approved by a majority
of the company’s shareholders, be put in place within such companies. The 1940 Act also imposes significant disclosure and
reporting requirements beyond those found in the Securities Act and the Exchange Act of 1934, as amended (the Exchange Act). Likewise,
the 1940 Act contains its own anti-fraud provisions and private remedies, and it strictly limits investments made by one investment
company in another to prevent pyramiding of investment companies, leading to consolidated investment companies acting in the interest
of other investment companies rather than in the interest of securities holders. The labeling of the Company as an investment company
could significantly impair our business plan
and operations and have a material adverse effect on our financial condition. Compliance with the 1940 Act is prohibitively expensive
for small companies, in our estimation, and even if it meant divestiture of assets, we would intend to avoid being classified as
an Investment Company.
WE ARE DEPENDENT UPON OUR PART-TIME MANAGEMENT
FOR OUR SUCCESS WHICH IS A RISK TO OUR INVESTORS.
Our lack of full-time management may be an
impediment to our business achievement. Without full-time officers, we may not have sufficient devoted time and effort to find
successful loan prospects, additional capital, or manage our loan portfolio, which could impair our ability to succeed in our business
plan and could cause investment in our Company to lose value.
WE HAVE A LIMITED AMOUNT OF FUNDS AVAILABLE
FOR INVESTMENT IN VENTURES AND AS A RESULT OUR VENTURES MAY LACK DIVERSIFICATION.
Based on the amount of our existing available
funds, it is unlikely that we will be able to commit our funds to loans to large number of ventures. We intend to operate as a
diversified merchant bank. Prospective investors should understand that our venture investments are not, and in the future may
not be, substantially diversified. We may not achieve the same level of diversification as larger entities engaged in similar activities.
Therefore, our assets may be subject to greater risk of loss than if they were more widely diversified. The loss of one or more
of our limited number of investments could have a material adverse effect on our financial condition.
WE HAVE A LACK OF REVENUE HISTORY AND STOCKHOLDERS
CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.
We were incorporated on December 17, 2007 for
the purpose of engaging in any lawful business and have adopted a plan as a small and micro-cap market merchant banking company.
During the period of inception through September 30, 2021, we have not recognized revenues. We are not profitable. We must be regarded
as a new venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such ventures are subject.
WE ARE NOT DIVERSIFIED, AND WE WILL BE DEPENDENT
ON ONLY ONE BUSINESS, MERCHANT BANKING.
Because of the limited financial resources
that we have, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activities
into more than one area will subject us to economic fluctuations within the merchant banking industry and therefore increase the
risks associated with our operations due to lack of diversification.
WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY
TO OUR STOCKHOLDERS.
There is no assurance that we will ever operate
profitably. There is no assurance that we will generate revenues or profits, or that the market price of our common stock will
be increased thereby.
WE MAY HAVE A SHORTAGE OF WORKING CAPITAL IN
THE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.
Our capital needs consist primarily of expenses
related to general and administrative, legal and accounting, and software development and could exceed $500,000 in the next twelve
months. Such funds are not currently committed, and we have cash of approximately $ 464,877 as of March 8, 2022 .
WE WILL NEED ADDITIONAL FINANCING FOR WHICH
WE HAVE NO COMMITMENTS, AND THIS MAY JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN.
We have limited funds, and such funds may not
be adequate to carry out our business plan in the small and micro-cap market merchant banking industry. Our ultimate success depends
upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition
of additional capital.
We have no commitment at this time for additional
capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available,
that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed
with our modest capital.
WE MAY IN THE FUTURE ISSUE MORE SHARES WHICH
COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.
We may issue further shares as consideration
for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority
of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would
control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly
reduced percentage of ownership of our Company by our current stockholders, which could present significant risks to stockholders.
WE HAVE AUTHORIZED AND DESIGNATED A CLASS A
PREFERRED SUPER MAJORITY VOTING CONVERTIBLE STOCK, WHICH HAVE VOTING RIGHTS OF 60% OF OUR COMMON STOCK AT ALL TIMES.
Class A Preferred Super Majority Voting Convertible
Stock (the “Class A Preferred Stock”), of which 1,000,000 shares of preferred stock have been authorized for the Class
A out of 10,000,000 total preferred shares authorized, and which have super majority voting rights (60%) over common stock voting
at all times. At this time, all shares of the Class A Preferred Stock have been issued to International Hedge Group, Inc. which
is controlled by Mr. Harris and Mr. Kurczodyna, our officers and directors.
OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS
OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN AND MAY RECEIVE COMPENSATION FROM
OUR PARENT COMPANY.
Presently there is no requirement contained
in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business
opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to
disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise.
Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director
of another company. We have no intention of merging with or acquiring a business opportunity from any affiliate or officer or director.
Our current officers and directors also currently serve our parent company, International Hedge Group, Inc., which may have consulting
agreements with some of our venture companies and as such is a direct conflict and such officers and directors may be paid by such
parent. We intend to diversify and/or expand our Board of Directors in the future.
WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS
AND DIRECTORS AS IS PROVIDED BY DELAWARE STATUTES.
Delaware General Corporation Laws provide for
the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees
and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities
our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such
person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to
indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.
OUR DIRECTORS’ LIABILITY TO US AND STOCKHOLDERS
IS LIMITED
Delaware General Corporation Laws exclude personal
liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances.
Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state securities laws.
We have no full-time employees which may impede
our ability to carry on our business. Our officers are independent consultants who devote up to 40 hours per week to Company business.
The lack of full-time employees may very well prevent the Company’s operations from being efficient, and may impair the business
progress and growth, which is a risk to any investor.
RISK FACTORS OF THE COMPANY
THERE CAN BE NO CERTAINTY
AS TO MARKET ACCEPTANCE OF THE PROPOSED BDTP TM.
The
Company has no certainty as to whether the market will accept and use the idea of the BDTP TM, should it become operational,
nor is there any certainty as to how the BDTP TM translates to profits for the Company. There is no assurance of market
acceptance or profitability of the concept or Company. The BDTP TM is not yet functional and may never be functional .
THERE ARE ADDITIONAL RISKS TO INVESTORS HOLDING
BLACKSTAR DIGITAL SHARES DUE TO THE LACK OF MARKET.
Investors holding BlackStar Digital Equity
may never be able to transfer BlackStar Digital Equity on the platform, however they will be able to transfer them through
traditional avenues such as Market Makers. BlackStar Digital Equity are not currently traded on the BDTP TM and
may never be . The warrants for BlackStar Digital Equity outstanding are exercisable for shares of common stock ,
however a secondary trading market may never develop for BlackStar Digital Equity that will be distinguishable from
common shares.
WE MAY NOT REALIZE RETURNS ON OUR INVESTMENTS
IN VENTURES FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY APPROPRIATE FOR INVESTORS WHO DO NOT NEED
SHORT TERM LIQUIDITY IN THEIR MONEY.
We intend to make loans as quickly as possible
consistent with our business objectives in those investments that meet our criteria. However, it is likely that a significant period
of time will be required before we are able to achieve repayment and any additional value from warrants or stock conversions that
we hold in an eligible venture company.
COMPETITION FOR LOANS AND INVESTMENTS.
We expect to encounter competition from other
entities having similar business objectives, some of whom may have greater resources than us. Historically, the primary competition
for venture capital investments has been from venture capital funds and corporations, venture capital affiliates of large industrial
and financial companies, small business investment companies, and wealthy individuals. Additional competition is anticipated from
foreign investors and from large industrial and financial companies investing directly rather than through venture capital affiliates.
Virtually all of our competitors will have a competitive advantage and are much larger. The need to compete for loans or investment
opportunities may make it necessary for us to offer venture companies more attractive transaction terms than otherwise might be
the case. We anticipate being a co-investor with other venture capital groups, and these relationships with other groups may expand
our access to business opportunities.
RISKS OF COMPETITION FOR OUR VENTURE COMPANIES.
Most emerging markets are highly competitive.
We anticipate that nearly all our venture companies will compete against firms with greater financial resources, more extensive
development, manufacturing, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel.
ILLIQUID NATURE OF OUR INVESTMENTS.
We anticipate that substantially all of our
ventures (other than short-term investments) will consist of controlling interests in ventures that at the time of acquisition
are unmarketable, illiquid and for which no ready market will exist, if such a market does in fact exist. Our venture investments
are intended to be in companies in which we will have
controlling interest and will be privately
negotiated transactions. There is not anticipated to be any market for the ventures until such until such have developed successful
businesses.
Because of the illiquid nature of our venture
investments, a substantial portion of our assets will be carried on our books adjusted for accrued losses, depreciation and impairment
which could in some cases result in a write off. This value will not necessarily reflect the amount which could be realized upon
a sale, or payoff in the future.
RISKS OF OUR NEED FOR ADDITIONAL CAPITAL TO
FUND OUR VENTURE COMPANIES.
We expect that most venture companies will
require additional financing to satisfy their working capital requirements. The amount of additional financing needed will depend
upon the maturity and objectives of the particular opportunity. Each round of venture financing (whether from us or other investors)
is typically intended to provide a venture company with enough capital to reach the next major valuation milestone. If the funds
provided are not sufficient, a company may have to raise additional capital at a price or at terms unfavorable to the existing
investors, including our Company. This additional financing or the availability of any form of equity or debt capital is generally
a function of capital market conditions that are beyond our control or any venture company. Our management team may not be able
to predict accurately the future capital requirements necessary for success of our Company or venture companies. Additional funds
may not be available from any source.
OUR VENTURE PORTFOLIO IS AND MAY CONTINUE TO
BE CONCENTRATED IN A LIMITED NUMBER OF VENTURE COMPANIES AND INDUSTRIES, WHICH WILL SUBJECT US TO A RISK OF SIGNIFICANT LOSS IF
ANY OF THESE COMPANIES FAIL OR BY A DOWNTURN IN THE PARTICULAR INDUSTRY.
Our venture is and may continue to be concentrated
in a limited number of venture companies and industries. We do not have fixed guidelines for diversification, and since we are
targeting some specific industries, our venture investments could continue to be, concentrated in relatively few industries. As
a result, the aggregate returns we realize may be significantly adversely affected if our venture investments perform poorly or
if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested
could also significantly impact the aggregate returns we realize.
WE INTEND TO CONTROL ALL OF OUR VENTURES.
We will control all of our venture companies,
and we will maintain financial supervision until divestiture, spin-off or liquidation.
WE MAY NOT REALIZE GAINS FROM OUR VENTURES.
Our goal is ultimately to dispose of our control
interests we receive from our venture companies to attempt to realize gains upon our disposition of such interests by sale, for
cash spin-off, or liquidation. However, any interests we hold may not appreciate in value and, in fact, may decline in value. Accordingly,
we may not be able to realize gains from any venture interests, and any gains that we do realize on the disposition of any venture
interests may not be sufficient to offset any other losses we experience.
THE INABILITY OF OUR VENTURE COMPANIES TO COMMERCIALIZE
THEIR TECHNOLOGIES OR CREATE OR DEVELOP COMMERCIALLY VIABLE PRODUCTS OR BUSINESSES WOULD HAVE A NEGATIVE IMPACT ON OUR INVESTMENT
RETURNS.
The possibility that our venture companies
will not be able to commercialize their technology, products or business concepts presents significant risks to the value of our
ventures. Additionally, although some of our venture companies may already have a commercially successful product or product line
when we invest, technology related products and services often have a more limited market or life span than have products in other
industries. Thus, the ultimate success of these venture companies often depends on their ability to continually innovate in increasingly
competitive markets. Their inability to do so could affect our investment return. We cannot assure you that any of our venture
companies will successfully acquire or develop any new technologies, or that the intellectual property the companies currently
hold will remain viable. Even if our venture companies are able to develop commercially viable products, the market for new products
and services is highly competitive and rapidly changing. Neither our venture companies nor we have
any control over the pace of technology development.
Commercial success is difficult to predict, and the marketing efforts of our venture companies may not be successful.
RISK FACTORS RELATING TO OUR BUSINESS
WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE
FUTURE LOSSES.
As of September 30, 2021, we had an accumulated
deficit of $(7,773,375).
Future losses are likely to occur until we
are able to receive returns on our loans and investments since we have no other sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the
financial statements for the years ended December 31, 2014 through 2020, an explanatory paragraph stating that there is substantial
doubt about our ability to continue as a going concern.
OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT
TO MEET OUR ONGOING OPERATING EXPENSES.
We have no sources of income at this time and
insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and,
or, equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to merge with another entity
with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.
There can be no assurance that these events will be successfully completed.
UNFAVORABLE CONDITIONS IN OUR INDUSTRY OR THE
GLOBAL ECONOMY OR REDUCED ACCESS TO LENDING MARKETS COULD HARM OUR BUSINESS.
Our results of operations may vary based on
the impact of changes in our industry or the global economy on us or our potential customers. Current or future economic uncertainties
or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in
the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit
market fluctuations, political turmoil, natural catastrophes, warfare, public health issues, such as the recent outbreak of coronavirus
(COVID-19), and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in
business investments or decrease access to financing which would harm our business. To the extent that our platform is perceived
by potential customers as too costly, or difficult to deploy or migrate to, our revenue may be disproportionately affected by delays
or reductions in general technology spending. Also, we may have competitors, many of whom may be larger and have greater financial
resources than we do and may respond to market conditions by attempting to lure away our customers. We cannot predict the timing,
strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry.
BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THAT
MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE
ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY
Our executive officers, directors, and holders
of 5% or more of our issued and outstanding common stock, including International Hedge Group, Inc., beneficially own approximately
20.58% of our issued and outstanding common stock, in addition to the Super Majority Voting Class A Preferred Stock. As a result,
they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval
of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay
or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have
the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
OUR OFFICERS AND DIRECTORS HAVE THE ABILITY
TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.
Mr. Harris and Mr. Kurczodyna, the officers
and directors of the Company and of our parent, International Hedge Group, Inc. (“IHG”), control approximately 7.66%
of our issued and outstanding common stock and 100% of our issued and outstanding preferred shares through IHG and their own holdings
and have significant influence over all actions taken by our stockholders, including the election of directors, based on the BlackStar
Super Majority Voting Class A Preferred Stock held by IHG. On December 18, 2020, the IHG shareholders voted to issue 1,000,000
IHG Class A Preferred shares to Mr. Kurczodyna as compensation for services provided to IHG, giving Mr. Kurczodyna supermajority
voting rights over IHG and the ability to convert the IHG Class A Preferred Stock into shares of IHG common stock at the rate of
one (1) IHG Class A Preferred for two-hundred ten (210) IHG common shares. This is a significant increase to the control of IHG
by Mr. Kurczodyna, which effectively means that Mr. Kurczodyna has control of BlackStar through IHG’s ownership of BlackStar
Super Majority Voting Class A Preferred Stock.
Such concentration of ownership could also
have the effect of delaying, deterring, or preventing a change in control that might otherwise be beneficial to stockholders and
may also discourage the market for our stock due to the concentration.
WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY
NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
To supplement the business experience of our
officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants
or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated
that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us.
In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able
to provide the required services.
RISKS RELATING TO OUR VENTURE INVESTMENTS
THE INABILITY OF OUR VENTURE COMPANIES TO ADEQUATELY
EXECUTE THEIR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR LOAN OR INVESTMENT RETURNS.
The possibility that our venture companies
will not be able to fully carry out or execute on their expansion or growth plans presents significant risk. Our venture investments
success in our subsidiary companies will ultimately depend on the success of our ventures. If the intended expansion or growth
plan that was one of the main reasons we had originally formed the venture does not come to fruition or is otherwise impeded, the
value of the venture may negatively reflect this information, making our investment not profitable or may subject us to a substantial
loss. In such case, we may incur an entire loss of our investment.
OUR VENTURE COMPANIES WILL LIKELY HAVE SIGNIFICANT
COMPETITION FROM MORE ESTABLISHED COMPANIES AS WELL AS INNOVATIVE EARLY-STAGE COMPANIES.
Emerging growth companies often face significant
competition, both from early-stage companies and from more established companies. Early-stage competitors may have strategic capabilities
such as an innovative management team or an ability to react quickly to changing market conditions, while more established companies
may possess significantly more experience and greater financial resources than our venture companies. These factors could affect
our investment returns.
OUR INVESTMENT RETURNS WILL DEPEND ON THE SUCCESS
OF OUR VENTURES AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL.
Our success will depend upon the success of
our ventures. Their success, in turn, will depend in large part upon the abilities of their key personnel. The day-to-day operations
of our ventures will remain the responsibility of their key personnel. The loss of one or a few key managers can hinder or delay
a company’s implementation of its business
plan. Our ventures may not be able to attract
qualified managers and personnel. Any inability to do so may negatively impact our financial picture.
SOME OF OUR VENTURE COMPANIES MAY NEED ADDITIONAL
CAPITAL, WHICH MAY NOT BE READILY AVAILABLE.
Ventures in which we may make investments will
often require substantial additional financing to fully execute their growth strategies. Each round of venture financing is typically
intended to provide a company with only enough capital to reach the next stage of development, or in the case of our financings,
the turn-around stage or offering stage which might provide us with a liquidity event. We cannot predict the circumstances or market
conditions under which our ventures may seek additional capital. It is possible that one or more of our ventures will not be able
to raise additional financing or may be able to do so at a price or on terms which are unfavorable to us, either of which could
negatively impact our success. A likely economic downturn due to the recent pandemic known as coronavirus (COVID-19) may also cause
lasting damage to the markets and potential ventures, from capital access and lack of investment issues to staffing and supply
chain issues.
RISKS RELATING TO OWNERSHIP OF OUR COMMON
STOCK
A LIMITED PUBLIC MARKET EXISTS FOR OUR COMMON
STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET.
There is a limited public market for our common
stock, and no assurance can be given that a market will continue or that a shareholder ever will be able to liquidate his investment
without considerable delay, if at all. If a market should continue, the price may be highly volatile. Factors such as those discussed
in the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Due
to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a
purchaser finds a broker willing to effect a transaction in our shares, the combination of brokerage commissions, state transfer
taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the
use of our shares as collateral for any loans.
OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY
TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.
The shares of our common stock may be thinly
traded. We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others
in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,
they tend to be risk-averse and would be reluctant to follow an unproven, early-stage company such as ours or purchase or recommend
the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods
of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which
has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities
price. We cannot give you any assurance that a broader or more active public trading market for our common securities will develop
or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that
they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their
securities.
OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY
INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SECURITIES AT OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SECURITY.
Because of the possible price volatility, you
may not be able to sell your shares of common stock when you desire to do so. The inability to sell your securities in a rapidly
declining market may substantially increase your risk of loss because of such illiquidity and because the price for our securities
may suffer greater declines because of our price volatility.
The price of our common stock that will prevail
in the market after this offering may be higher or lower than the price you may pay. Certain factors, some of which are beyond
our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:
- Variations
in our quarterly operating results;
- Loss
of a key relationship or failure to complete significant transactions;
- Additions
or departures of key personnel;
- Fluctuations
in stock market price and volume;
- Changes
to the Distributed Ledger Technology industry; and
- Regulatory
developments, particularly those affecting cryptocurrency.
Additionally, in recent years the stock market
in general, has experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate
to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our
stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies
following periods of volatility in the market price of those company’s common stock. If we become involved in this type of
litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could
have a further negative effect on your investment in our stock.
THE REGULATION OF PENNY STOCKS BY THE SEC AND
FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.
We are a “penny stock” company,
as our stock price is less than $5.00 per share. If we are able to obtain an exchange listing for our stock, we cannot make an
assurance that we will be able to maintain a stock price greater than $5.00 per share and if the share price was to fall to such
prices, that we wouldn’t be subject to the Penny Stocks rules. None of our securities currently trade in any market and,
if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than established customers or accredited stockholders.
For purposes of the rule, the phrase “accredited stockholders” means, in general terms, institutions with assets in
excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000
(or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction
prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will
affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it
imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission
has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4,
15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny
stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect
the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.
Stockholders should be aware that, according
to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter
or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
(iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor
losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect
to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive
within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
Inventory in penny stocks have limited remedies
in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most,
if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts.
Such arbitration may be through an independent arbiter. Stockholders may file a complaint with FINRA against the broker allegedly
at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient
adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Stockholders should
understand that if a fraud case is filed an against a company in the courts it may be vigorously defended and may take years and
great legal expenses and costs to pursue, which may not be economically feasible for small stockholders.
That absent arbitration agreements, specific
legal remedies available to stockholders of penny stocks include the following:
| · | If a penny stock is sold to the investor
in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the
purchase and receive a refund of the investment. |
| · | If a penny stock is sold to the investor
in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. |
The fact that we are a penny stock company
will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result
in wide disparities between bid and ask prices. These may cause stockholders significant illiquidity of the stock at a price at
which they may wish to sell or in the opportunity to complete a sale. Stockholders will have no effective legal remedies for these
illiquidity issues.
WE WILL PAY NO FORESEEABLE DIVIDENDS IN THE
FUTURE.
We have not paid dividends on our common stock
and do not ever anticipate paying such dividends in the foreseeable future. Stockholders whose investment criteria are dependent
on dividends should not invest in our common stock.
RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE
EFFECT ON OUR STOCK PRICE.
All of the outstanding shares of common stock
are held by our present officers, directors, and affiliate stockholders as “restricted securities” within the meaning
of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the
Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted
securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares
that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during
the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate
after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption
from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have
a depressive effect upon the price of the common stock in any market that may develop.
OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTION
DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.
There may be substantial dilution to BlackStar
Enterprise Group, Inc. stockholders as a result of future decisions of the Board to issue shares without shareholder approval for
cash, services, or acquisitions.
WE ARE A REPORTING COMPANY
We are subject to the reporting requirements
under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration Statement on Form 10 under
Section 12(g) which became effective on or about February 27, 2017. As a result, stockholders will have access to the information
required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will
be subject to legal and
accounting expenses that private companies
are not subject to and this could affect our ability to generate operating income.
WE HAVE NOT IDENTIFIED ANY OTHER VENTURES IN
WHICH WE MAY INVEST IN A VENTURE.
We have only loaned money to one company,
Meshworks Media Corporation, (and that loan has been assigned) and it may take time to find other ventures, none of which are identified
as of the date of this filing.
OUR OTC MARKET STATUS MAY BE LOWERED FROM OTCQB
TO OTC PINK.
Due to the low trading price of the common
stock of the Company, we are at risk of being demoted from the OTCQB to OTCPINK for not maintaining the $0.01 bid test. The Company
has sought financing through convertible promissory notes in order to develop the BDTP TM app; some of the notes have
in turn been converted to common stock and then traded on the market in large quantities, lowering the bid prices. The change in
status from OTCQB to Pink may make it harder to access investors and financing to continue to fund our operations.
Additionally, OTC Markets has placed the “Shell
Risk” label on the Company’s profile, indicating that they believe we meet certain criteria which may make us a shell
company now or in the future. While we believe that we are not a shell company based on our history of operations and specific
software development, the label has not been removed from the BEGI profile on OTC Markets and OTC Markets may choose to delist
us or downgrade our profile if we do not show adequate proof that we are not, in fact, a shell company.
BLACKSTAR DIGITAL EQUITY AND DIGITAL SHARES
IN GENERAL MAY BE SUBJECT TO UNIQUE RISKS NOT ASSOCIATED WITH PAPER CERTIFICATED SHARES.
The digital form of BlackStar common stock
(BlackStar Digital Equity) and digital or electronic shares in general may be subject to timing delays, electronic transfer errors,
electronic systems outages, and cybersecurity threats. The intended functionality of the BlackStar Digital Trading Platform TM
is to encrypt the buy/sell orders (including all transaction and customer information) placed by broker dealers and customers,
in order to provide additional security and ease of access over the existing systems, but not all risks can be mitigated due to
unforeseen future threats and/or disruptions, transmission errors, and electronic systems issues. Digital shares of common stock,
including BlackStar Digital Equity, hold the same rights as paper certificated shares of common stock and are fungible. The difference
in the two is the mode of sale or transfer; however, the transfer agent maintains records of all shareholder activity, regardless
of the form. While digital shares are now commonplace, there is still risk involved with electronic transmission of information
and that transmission may be compromised. The record-keeping requirements of transfer agents, broker dealers, and issuers remain
unchanged with digital shares, however, the risk of error or omission cannot be ruled out.
RISK FACTORS RELATED TO
OUR PLATFORM AND BLOCKCHAIN/DISTRIBUTED LEDGER
TECHNOLOGY
THE
OPERABILITY OF OUR PLATFORM DEPENDS ON OUR ABILITY TO PARTNER WITH A BROKER DEALER OR AN ALTERNATIVE TRADING SYSTEM.
Our
plan to operate the BlackStar Digital Trading Platform TM relies on our ability to partner with a broker dealer or an
alternative trading system (“ATS”). T he BDTP TM operates as an encrypted platform for the
transmission of customer information, dollar amount, number of shares, and account number to be sent over a secured network
to/from the broker dealer and/or customer. Whether we partner with a broker dealer or an ATS, we will rely on the partner to comply
with all relevant laws, rules and regulations including, but not limited to, FINRA and/or SEC registration, the Customer Protection
Rule (Rule 15c3-3 of the Securities Exchange Act of 1934, as amended), the Exchange Act requirements for books, records and financial
reporting, and the Securities Investor Protection Act of 1970 (“SIPA”), as applicable. The duties of settlement, safekeeping,
and reporting of customers’ assets will remain with the traditional custodians – the Broker Dealers retained by customers
for their own account. The BDTP TM will provide encrypted
transmission of order information,
as discussed above. Once established, any disruption in our relationship with a broker dealer or ATS may cause a temporary or permanent
service disruption of BDTP TM, unless and until we are able to reestablish a partnership. If we are unable at any time
to establish the necessary relationship, BDTP TM may never become functional.
If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
We plan to rely upon trademarks, copyright
and trade secret protection (and possibly also patents in the future), as well as non-disclosure agreements and invention assignment
agreements with employees, consultants and third parties, to protect all confidential and proprietary information. Significant
elements of our intended products and services are based on unpatented trade secrets and know-how that are not publicly disclosed.
In addition to contractual measures, we try to protect the confidential nature of our proprietary information using physical and
technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee
or third party with authorized access, provide adequate protection for our proprietary information. The security measures may not
prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and the recourse
we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party
illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable.
In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any
of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such
information was independently developed by a competitor, our competitive position could be harmed.
INTELLECTUAL
PROPERTY RIGHTS CLAIMS MAY ADVERSELY AFFECT THE DISTRIBUTE LEDGER TECHNOLOGY.
Third parties may assert intellectual
property claims relating to their source code, including Distributed Ledger Technology. Regardless of the merit of any intellectual
property or other legal action, any threatened action that reduces confidence in distributed ledger technology’s long-term
viability may adversely affect an investment in us. Additionally, a meritorious intellectual property claim could prevent us, our
ventures, and other end-users from accessing the distributed ledger technology. As a result, an intellectual property claim against
us could adversely affect an investment in us.
WE
MAY DEPEND ON THIRD PARTIES TO PROVIDE EXECUTION OF OUR TRADING PLATFORM, INTERNET, TELECOMMUNICATION AND FIBER OPTIC NETWORK CONNECTIVITY
TO OUR DATA CENTER, AND ANY DELAYS OR DISRUPTIONS IN SERVICE COULD ADVERSELY AFFECT AN INVESTMENT IN US.
We may rely on third-party service providers.
In particular, we will depend on third parties to provide real time quotation and trading execution with our trading platform,
Internet, telecommunication, and fiber optic network connectivity to our servers in our data center, and we have no control over
the reliability of the services provided by these suppliers. We may in the future experience difficulties due to service failures
unrelated to our systems and services.
OUR INTERACTIONS WITH A BLOCKCHAIN MAY EXPOSE
US TO SDN OR BLOCKED PERSONS OR CAUSE US TO VIOLATE PROVISIONS OF LAW THAT DID NOT CONTEMPLATE DISTRIBUTE LEDGER TECHNOLOGY.
If our BDTP TM becomes operational,
we may be required to comply with the Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury’s
sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. We
anticipate that we will not to our knowledge engage in transactions with persons named on OFAC’s SDN list, as the sales of
shares occurring with the use of the platform will be required to comply with existing rules and regulations applicable to the
information required to transfer securities. Moreover, federal law prohibits any U.S. person from knowingly or unknowingly possessing
any visual depiction commonly known as child pornography. Recent media reports have suggested that persons have imbedded such depictions
on one or more blockchains. Because our business requires us to download and retain one or more blockchains to
effectuate our ongoing business, it is possible
that such digital ledgers contain prohibited depictions without our knowledge or consent. To the extent government enforcement
authorities literally enforce these and other laws and regulations that are impacted by decentralized distributed ledger technology,
we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all
of which could harm our reputation and affect the value of our common stock.
ITEM 4. USE OF PROCEEDS
This prospectus relates to the resale of up
to 46,000,000 common shares underlying the Notes purchased by the Selling Shareholders, including 1,386,459, 9,016,394, and 27,500,000
shares, respectively, that may be issued pursuant to the conversion of the principal amount of the Notes, as well as 110,917, 1,100,000,
and 2,750,000 additional shares that may be issued pursuant to the conversion of accrued interest over the term of the Notes, assuming
a conversion price of $0.024, $0.0244, and $0.02 per share, respectively, 300,000 shares issued to cure a default, and 3,836,230
additional shares to cover any differences in conversion price. The Company received approximately $664,500 in net proceeds
pursuant to the sale of the Notes. We will not receive any proceeds from the sales of Common Shares underlying the Notes by the
Selling Shareholders. We will pay the cost of registering the shares offered by this Prospectus. The proceeds from the sale of
the Notes will be used for working capital and general corporate expenses.
We may seek additional financing from other
sources to support our ongoing operations. If we secure additional equity funding, future investors in our common stock may be
diluted. No plans for additional financing are currently being contemplated by the company, and in all events, there can be no
assurance that additional financing would be available to use when wanted or needed and, if available, on terms acceptable to us.
The monies we have raised thus far from private
placements and/or convertible note financing is anticipated to be sufficient to pay all expenses of this registration statement,
which is estimated to be $47,000.
ITEM 5. DETERMINATION OF OFFERING PRICE
We have a limited established market for our
common stock as quoted on the OTCQB under the symbol “BEGI.”
Our selling shareholders plan to sell shares
at such market prices as the market may dictate from time to time or in private transactions.
Title |
Per Share |
Common Stock |
$0 .00684 * |
* 5-day average closing price preceding filing
of this Registration Statement.
As of March 8, 2022 and December 31,
2020, there were 159,074,757 and 101,063,806 shares of common stock issued and outstanding, respectively.
The market share price likely bears no relationship
to any criteria of goodwill value, asset value, market price or any other measure of value.
ITEM 6. DILUTION
DILUTION OF OWNERSHIP INTERESTS WILL OCCUR
BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
We are registering an aggregate of 46,000,000
shares of common stock to be issued in connection with Securities Purchase Agreements and the conversion of certain of our outstanding
convertible notes. The sale of such shares could depress the market price of our common stock. The sale of these shares into the
public market by the selling shareholders could depress the market price of our common stock. If we raise additional capital subsequent
to this registration statement through the issuance of equity or convertible debt securities, the percentage ownership of our Company
held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also
have to issue securities that may have rights, preferences and privileges senior to our common
stock. In the event we seek to raise additional
capital through the issuance of debt or its equivalents, this will result in increased interest expense.
Assuming the Noteholders convert the maximum
amount of principal and interest under the convertible notes, existing stockholders could experience substantial dilution upon
the issuance of common stock. The following table is an example of the number of shares that could be issued at various prices
assuming the Noteholders convert the maximum amount of principal and interest under each convertible note. These examples assume
issuances at market prices of $0.04, the closing price of our shares on July 8, 2021, and at a percentage discount
per share as listed.
|
Market Price |
|
Discount to Market Price |
|
|
|
Price per Share(1) |
|
Number of Shares Issuable(2) |
|
Shares Outstanding(3) |
|
Percent of Outstanding Shares(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.04 |
|
40% |
|
|
$ |
0.024 |
|
1,797,376 |
|
159,074,757 |
|
1.4% |
$ |
0.04 |
|
39% |
|
|
$ |
0.0244 |
|
10,116,394 |
|
159,074,757 |
|
7.86% |
$ |
0.04 |
|
50% |
|
|
$ |
0.02 |
|
30,250,000 |
|
159,074,757 |
|
23.51% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,163,770(5) |
|
159,074,757 |
|
32.76% |
____________
|
(1) |
Represents discounted purchase prices of the July 8, 2021, closing price of $0.04. |
|
(2) |
Represents the number of shares issuable under the convertible notes if the conversion price on the date of conversion was the indicated price per share. |
|
(3) |
Based on 159,074,757 shares of common stock outstanding as of March 8, 2022 . |
|
(4) |
Percentage of the number of shares issuable under the convertible notes out of the total current outstanding shares of common stock (not including those in the conversions), without considering any contractual restriction on the number of shares the selling stockholder may own at any point in time or other restrictions on the number of shares we may issue. |
ITEM 7. SELLING SECURITY HOLDERS
The Common Shares being offered by the Selling
Shareholders are those underlying the Notes previously issued to the Selling Shareholders. For additional information regarding
the issuances of those Notes and the underlying Common Shares, see “Private Placement of Convertible Notes” above.
We are registering the Common Shares underlying the Notes in order to permit the Selling Shareholders to offer the Common Shares
for resale from time to time. Except for the ownership of the Notes and therefore the underlying Common Shares, the Selling Shareholders
have not had any material relationship with us within the past three years.
The table below lists the Selling Shareholders
and other information regarding the beneficial ownership of the Notes held by each of the Selling Shareholders. The second column
lists the number of Common Shares beneficially owned by each Selling Stockholder, based on Common Shares underlying the Notes,
as of July 8, 2021, assuming conversion of the Notes held by the Selling Shareholders on that date, at a price per share of $0.024.
$0.0244, and $0.02, respectively, without regard to any limitations on exercises.
The third column lists the Common Shares being
offered by this prospectus by the Selling Shareholders, based on a conversion of the Notes, assuming a conversion price of $0.024.
$0.0244, and $0.02, respectively, per share.
In accordance with the terms of the registration
rights within the convertible notes with the Selling Shareholders, this prospectus generally covers the resale of the sum of the
maximum number of shares of common stock issuable upon conversion of the Notes, assuming a conversion price of $0.024, $0.0244,
and $0.02, respectively, per share, determined as if the outstanding Notes were converted in full as of the trading day immediately
preceding the date this Registration Statement was initially filed with the SEC, without regard to any limitations on the conversion
of the Notes.
The
Notes do not allow for any conversion that would result in the beneficial ownership of greater than 4.99% of the number of shares
of the Company’s common stock outstanding immediately after giving effect to such conversion. The Selling Shareholders may
sell all, some or none of their shares in this offering. See “Plan of Distribution.”
|
(a) |
All of the securities listed below are being registered in this Registration Statement. |
Name |
|
Number of
shares of
Common Stock Underlying Notes(1) |
|
Common Shares to be Registered(2) |
|
Principal Dollar Value of Convertible Notes |
|
Percent of Shares Outstanding(3) |
Quick Capital LLC |
|
|
1,797,376 |
|
|
|
2,000,000 |
|
|
$ |
33,275 |
|
|
|
1.44 |
% |
SE Holdings, LLC |
|
|
10,116,394 |
|
|
|
13,000,000 |
|
|
$ |
220,000 |
|
|
|
8.13 |
% |
Adar Alef, LLC |
|
|
30,250,000 |
|
|
|
31,000,000 |
|
|
$ |
550,000 |
|
|
|
24.3 |
% |
TOTAL REGISTERED |
|
|
|
|
|
|
46,000,000 |
|
|
|
|
|
|
|
|
|
_________
|
(1) |
The Notes accrue interest at a rate of ten percent (10%) per annum. The amount of shares listed above being registered as part of this Prospectus includes shares that may be issued upon the conversion of the principal amount of the Notes, as well as additional shares that may be issued pursuant to the conversion of accrued interest over the term of the Notes, assuming a conversion price of $0.024, $0.0244, and $0.02, respectively, per share. The Notes are convertible at the option of each respective Selling Shareholder at a variable conversion price and are subject to various price adjustments based on Company activity and market events. The Notes also contain a beneficial ownership limitation, whereby each Selling Stockholder may not convert any amount of his, her, or its respective Note, if such conversion would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of the conversion shares. The conversion price of the Notes is also subject to adjustment in the event of a stock dividend or a stock split on the Company’s common stock. |
|
(2) |
Additional shares registered to account for variability of market prices. |
|
(3) |
Based upon 159,074,757 shares of common stock issued and outstanding as of the March 8, 2022 , not including reserve shares, warrants outstanding, or convertible preferred shares. |
Other than the material relationships, discussed
above, the listed selling security holders have not had a material relationship with the registrant.
(b) The table below shows the person with voting
control for the entities that are greater than 1% shareholders listed in (a) above.
NAME OF THE ENTITY |
PERSON(S) WITH VOTING CONTROL |
NUMBER OF COMMON SHARES BEING REGISTERED |
AFFILIATE OF COMPANY? |
Quick Capital LLC |
Eilon Natan, Managing Director |
2,000,000 |
No |
SE Holdings, LLC |
Aryeh Goldstein, Manager |
13,000,000 |
No |
Adar Alef, LLC |
Aryeh Goldstein, Manager |
31,000,000 |
No |
ITEM 8. PLAN OF DISTRIBUTION
Upon effectiveness of this registration statement,
of which this prospectus is a part, our existing selling shareholders may sell their securities at market prices or at any price
in privately negotiated transactions.
Our selling shareholders may be deemed underwriters
in this offering.
The selling shareholders are not paying any
of the offering expenses and we, the Company, will not receive any of the proceeds from the sale of the shares by the selling shareholders.
ITEM 9. DESCRIPTION OF SECURITIES
The securities being registered by this Prospectus
are shares of common stock.
Common
Stock
The total number of common shares authorized
to be issued by the Company as of December 31, 2020 was 700,000,000 shares with a par value of $0.001 per share. The Company is
authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. A total of One Hundred Twenty-Eight
Million, Six Hundred Eighty-Nine Thousand, Three Hundred Nineteen ( 159,074,757 ) common shares are issued and outstanding
as of March 8, 2022 . There are warrants to purchase 540,000 shares of common stock outstanding as of March 8, 2022 .
Common Shares
All common shares are equal to each other with
respect to voting, liquidation, and dividend rights. Special shareholders’ meetings may be called by the officers or director,
or upon the request of holders of at least one-tenth (1/10th) of the outstanding shares. Holders of shares are entitled to one
vote at any shareholders’ meeting for each share they own as of the record date fixed by the board of directors. There is
a quorum requirement for shareholders’ meetings of one-third of the votes entitled to be cast on the matter by the voting
group. Holders of shares are entitled to receive such dividends as may be declared by the board of directors out of funds legally
available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a
distribution to shareholders. Other than as described in the ‘Preferred shares’ section below, there are no conversion,
pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Certificate
of Incorporation, as amended, and our Bylaws,
both as filed with the Form 10 on December 29, 2016 and incorporated herein by reference, as well as to the applicable statutes
of the State of Delaware for a more complete description of the rights and liabilities of holders of shares. It should be noted
that the board of directors without notice to the shareholders may amend the Bylaws. Our shares do not have cumulative voting rights,
which means that the holders of more than fifty percent (50%) of the shares voting for election of directors may elect all the
directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%)
of the shares voting for election of directors may not be able to elect any director.
Our common stock is currently
quoted on the OTCQB under the symbol “BEGI”. Because we are quoted on the OTCQB, our securities may be less liquid,
receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were
listed on a national securities exchange.
Preferred shares
As of March 8, 2022 , we had authorized
ten million (10,000,000) shares of Preferred Stock, of which certain shares had been designated as Class A Preferred Stock.
Class A Convertible Preferred
Stock
The Certificate of Incorporation of the Company
authorizes the issuance of up to ten million (10,000,000) shares of Preferred Stock, $0.001 par value per share (herein, “Preferred
Stock” or “Preferred Shares”), and expressly vests in the Board of Directors of the Company the authority provided
therein to issue any or all of the Preferred Shares in one (1) or more Class or classes and by resolution or resolutions to establish
the designation and number and to fix the relative rights and preferences of each Class to be issued. The Board authorized One
Million (1,000,000) of the Ten Million (10,000,000) authorized shares of Preferred Stock of the Company to be designated Class
A Preferred Convertible Stock, $0.001 par value per share, and shall possess the rights and preferences set forth below:
Rank. The Class A Preferred Convertible
Stock shall rank: (i) senior to any other class or Class of outstanding Preferred Shares or Class of capital stock of the Company;
(ii) prior to all of the Company’s Common Stock,
(“Common Stock”); and (iii) prior
to any other class or Class of capital stock of the Company hereafter created “Junior Securities”); and in each case
as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (all
such distributions being referred to collectively as “Distributions”).
Dividends. The Class A Preferred Convertible
Stock shall bear no dividends, except that in the event dividends are declared for common stock, the same rate of dividend per
share shall be due and payable to the Class A Preferred shareholders on the same terms.
Liquidation / Merger Preference.
(a) So
long as a majority of the shares of Class A Preferred authorized are outstanding, the Company will not, without the written consent
of the holders of at least 51% of the Company’s outstanding Class A Preferred, either directly or by amendment, merger, consolidation,
or otherwise: (i) liquidate, dissolve or wind-up the affairs of the Company, or effect any Liquidation Event; (ii) amend,
alter, or repeal any provision of the Certificate of Incorporation or Bylaws in a manner adverse to the Class A Preferred (iii) create
or authorize the creation of, or issue any other security convertible into or exercisable for, any equity security, having rights,
preferences or privileges senior to the Class A Preferred, or (iv) purchase or redeem or pay any dividend on any capital stock
prior to the Class A Preferred, other than stock repurchased from former employees or consultants in connection with the cessation
of their employment/services.
(b) In
the event of any liquidation, merger, dissolution or winding up of the Company, either voluntary or involuntary, the holders of
shares of Class A Preferred Convertible Stock (each a “Holder” and collectively the “Holders”) shall be
entitled to receive, prior in preference to any distribution to Junior Securities, an amount per share equal to $.01 plus any allocable
and due dividends per share.
(c) Upon
the completion of the distribution required to Class A holders, if assets remain in the Company, they shall be distributed to holders
of Junior Securities in accordance with the Company’s Certificate of Incorporation including any duly adopted Certificate(s)
of Designation.
Conversion Rights:
The Holders of the Class A Preferred Convertible
Stock shall, individually and collectively, have the right to convert all of their Class A Preferred Convertible Stock, in one
transaction, by electing, in writing, to convert the 1,000,000 shares of Class A Preferred Stock into shares of Common Stock of
the Company, on the basis of 100 common shares for each share of Class A Preferred Stock, subject to adjustment.
Adjustment to Conversion Rate. The conversion
price will be subject to adjustments for stock dividends, splits, combinations and similar events and to Adjustment Due to Merger,
Consolidation, Etc. If, prior to the conversion of all Class A Preferred Convertible Stock, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the
Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities
of the Company or another entity or there is a sale of all or substantially all the Company’s assets, then the Holders of
Class A Preferred Convertible Stock shall thereafter have the right to receive upon conversion of Class A Preferred Convertible
Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities and/or other assets (“New Assets”) which the Holder would
have been entitled to receive in such transaction had the Class A Preferred Convertible Stock been convertible into New Assets
from the date hereof, at the market price of such New Assets on the date of conversion, and in any such case appropriate provisions
shall be made with respect to the rights and interests of the Holders of the Class A Preferred Convertible Stock to the end that
the provisions hereof (including, without limitation, provisions for the adjustment of the conversion price and of the number of
shares of Common Stock issuable or New Assets deliverable upon conversion of the Class A Preferred Convertible Stock) shall thereafter
be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise here.
Redemption by Company. The Company may,
at its sole discretion redeem all or any portion of the Class A Preferred Convertible Stock by paying in cash by wire transfer
the stated value of US $50.00 per share, plus all accrued and unpaid dividends on the Class A Preferred Convertible Stock to be
redeemed, to the Holder pursuant to the Holder’s
written instructions. The Holders may convert
Class A Preferred Convertible Stock into Common Stock of the Company until such cash has been transmitted to the Holder, at which
time conversion rights shall cease and the Holder shall surrender all redeemed Class A Preferred Certificates to the Company for
cancellation.
Super Majority Voting Rights. The record
Holders of the Class A Preferred Convertible Stock shall have the right to vote on any matter with holders of Common Stock and
may vote as required on any action, which Delaware law provides may or must be approved by vote or consent of the holders of the
specific Class of voting preferred shares and the holders of common shares. The Record Holders of the Class A Preferred Shares
shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The Record Holders of
the Class A Preferred Shares shall have that number of votes (identical in every other respect to the voting rights of the holders
of other Class of voting preferred shares and the holders of common stock entitled to vote at any Regular or Special Meeting of
the Shareholders) equal to that number of common shares which is not less than 60% of the vote required to approve any action,
which Delaware law provides may or must be approved by vote or consent of the holders of other Class of voting preferred shares
and the holders of common shares or the holders of other securities entitled to vote, if any.
In 2016, BlackStar entered into an agreement
whereby BlackStar’s parent, International Hedge Group, Inc., acquired 44,400,000 shares of common stock, 1,000,000 shares
of our Class A Preferred Super Majority Voting Convertible Stock, and 34,000,000 warrants to purchase common stock @ $0.05 per
share expiring in 3 years (cashless) for capital infusion of $200,000. John Noble Harris, Joseph E. Kurczodyna and Todd H. Lahr
own the control of International Hedge Group, Inc., which in turn controls the voting stock of BlackStar.
Messrs. Harris and Kurczodyna exercised 1,500,000
warrants each in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 1,440,000 shares of common stock each, thereby
changing their shareholdings reflected in this amendment. In addition, Rare Green, Inc., of which Mr. Harris is an officer, exercised
750,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 720,000 shares of common stock. At the
same time, Patriot Mtg. Acceptance Corp., of which Mr. Kurczodyna is an officer, exercised 750,000 warrants in a cashless exercise
@ $.05 per share on June 14, 2017, resulting in 720,000 shares of common stock. IHG exercised 1,350,000 warrants in a cashless
exercise @ $.05 per share on June 14, 2017, resulting in 1,296,000 shares of common stock, which were assigned in part to THL Holdings,
LLC (960,000), with the remainder being assigned to three other non-affiliate shareholders. Mr. Lahr individually exercised 3,250,000
warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 3,120,000 shares of common stock, thereby changing
his shareholdings reflected in this amendment. Finally, THL Holdings, LLC, of which Mr. Lahr is Managing Member, exercised 2,000,000
warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 1,920,000 shares of common stock. On September
29, 2017, International Hedge Group, Inc. retired 16,420,000 shares to treasury and exercised warrants.
On April 29, 2018, International Hedge Group
Inc. retired 330,000 shares to treasury simultaneously to the issuance of 330,000 shares purchased in a private placement offering.
Messrs. Harris and Kurczodyna exercised 1,500,000 warrants each in a cashless exercise @ $.05 per share on June 14, 2018 resulting
in 1,444,445 shares of common stock, thereby changing their shareholdings reflected in this amendment. In addition, Rare Green,
Inc., of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018,
resulting in 722,222 shares of common stock. At the same time, Patriot Mtg. Acceptance Corp., of which Mr. Kurczodyna is an officer,
exercised 750,000 warrants in a cashless exercise @ $.05 per share on June 14, 2018, resulting in 722,222 shares of common stock.
IHG exercised 1,350,000 warrants on June 14, 2018 resulting in 1,300,000 shares of common stock, which were assigned to non-affiliated
individual advisors to the Company. Mr. Lahr individually exercised 3,250,000 warrants in a cashless exercise @ $0.05 per share
on June 14, 2018 resulting in 3,129,630 shares of common stock. THL Holdings, LLC, of which Mr. Lahr is Managing Member, exercised
2,000,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 1,925,926 shares of common stock. On
June 18, 2018, International Hedge Group, Inc. retired 16,370,370 shares to treasury.
On June 26, 2019, International Hedge Group,
Inc. retired 139,831 shares (certificate listed as IHG, Inc.) to treasury simultaneously to the issuance of 139,831 shares issued
under the Power Up Lending convertible promissory note.
There were 159,074,757 shares of common
stock outstanding, 540,000 warrants issued for common stock, and 1,000,000 Class A Preferred Shares outstanding (owned by International
Hedge Group, Inc.) as of March 8, 2022 .
The following tables set forth the high and
low bid quotations for our common stock as reported on the OTCQB for the periods indicated.
Fiscal 2021 |
|
Low |
|
|
High |
|
First Quarter – ended March 31, 2021 |
|
$ |
0.02 |
|
|
$ |
0.15 |
|
Second Quarter – ended June 30, 2021 |
|
$ |
0.02 |
|
|
$ |
0.10 |
|
Third Quarter – ended September 30, 2021 |
|
$ |
0.02 |
|
|
$ |
0.05 |
|
Fiscal 2020 |
|
Low |
|
|
High |
|
First Quarter – ended March 31, 2020 |
|
$ |
0.01 |
|
|
$ |
0.02 |
|
Second Quarter – ended June 30, 2020 |
|
$ |
0.01 |
|
|
$ |
0.13 |
|
Third Quarter – ended September 30, 2020 |
|
$ |
0.01 |
|
|
$ |
0.08 |
|
Fourth Quarter – ended December 31, 2020 |
|
$ |
0.02 |
|
|
$ |
0.06 |
|
Fiscal 2019 |
|
Low |
|
|
High |
|
First Quarter – ended March 31, 2019 |
|
$ |
0.35 |
|
|
$ |
0.90 |
|
Second Quarter – ended June 30, 2019 |
|
$ |
0.15 |
|
|
$ |
0.70 |
|
Third Quarter – ended September 30, 2019 |
|
$ |
0.07 |
|
|
$ |
0.18 |
|
Fourth Quarter – ended December 31, 2019 |
|
$ |
0.02 |
|
|
$ |
0.40 |
|
Holders.
As
of March 8, 2022 , there are approximately 362 record holders of 159,074,757 shares of our common stock. The
Company has also reserved out of its authorized common stock approximately 540,925,243 shares of common stock for
conversion pursuant to the convertible promissory notes.
Dividends.
As of the filing of this Registration Statement,
we have not paid any dividends to stockholders. There are no restrictions which would limit our ability to pay dividends on common
equity or that are likely to do so in the future. The Delaware General Corporation Laws, however, do prohibit us from declaring
dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become
due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that
would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
Options & Warrants
Effective December 1, 2016, our Stock Option
and Award Plan (the “Stock Incentive Plan”) was approved by our Board of Directors. Under the Stock Incentive Plan,
the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons
who provide services to us or any related company. The participants to whom awards are granted, the type of awards granted, the
number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined
by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 10 million shares of our common
stock are subject to the Stock Incentive Plan and maybe either a qualified or non-qualified stock option. The shares issued for
the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of March 8, 2022 , we have granted
no stock options to purchase any shares of our common stock under the Plan.
As of March 8, 2022 , there are warrants
outstanding to purchase 540,000 shares of common stock of the Company as follows:
Grant Purpose |
Grant Date |
Number |
Exercise Price |
Expiration Date |
Vesting |
Private placement (common stock) |
7-05-2017 |
100,000 |
$0.60 |
7-05-2022 |
100% |
Private placement (common stock) |
4-26-2019 |
440,000 |
$0.25 |
4-26-2024 |
100% |
Digital Shares
BlackStar Digital Equity
is a digitally evidenced share (“Digital Share”) of BlackStar common stock holding the same characteristics as securities
evidenced by a paper certificate which has been transmitted and protected by cryptographic protocols. A Digital Share is a common
share holding the same characteristics as securities evidenced by a paper certificate but are recorded via electronic book-entry
through the Deposit and Withdrawal at Custodian (“DWAC”) system in digital form and are protected by cryptographic
protocols; put more simply, they are common shares that are tracked electronically through a digital number rather than paper form
and are held in individual accounts of the Broker Dealer , sometimes also referred to as electronic shares . BlackStar
Digital Equity is the term that the Company will use to differentiate those electronic shares of BlackStar common stock that will
be traded over the BlackStar Digital Trading Platform TM. To initiate a trade of BlackStar Digital Equity within
the BDTP TM, the Broker Dealer, through a secured line will double encrypt customer information and, upon customer direction,
will transfer a representative of cash or shares from the customer to the BDTP TM and freeze that equal amount of cash
and shares in the account. Using BlackStar’s concept ‘Blockchain First TM’, cash and shares of customers
are recorded directly to the blockchain. At the end of the day, the Broker Dealer will de-crypt the executed transactions to the
customer’s account. The industry issues Digital Shares electronically through the DWAC system and BlackStar will use that
existing digitization with additional encryption to create BlackStar Digital Equity. Thus, BlackStar Digital Equity has the potential
to exist as soon as the BlackStar Digital Platform is operating.
BlackStar Digital Equity
does not currently exist and shares currently represented on this registration statement are not Digital Shares or BlackStar Digital
Equity. The shares being registered herein are not yet evidenced by a paper certificate or in book-entry, as they have not been
converted pursuant to the conversion rights as of the date of this filing . The noteholder will elect, upon conversion, whether
they will receive the shares in paper or digital form.
In the future, the option
to use the platform will be made available to shareholders of DWAC eligible registered common stock or free trading shares,
after the BDTP TM platform is operational. The operationality of the platform will be communicated to shareholders
via public announcement and other standard shareholder communications. There will be no mandatory conversions of non-digital
shares to Digital Shares, and there is no conversion of Digital Shares to BlackStar Digital Equity, merely the trading of Digital
Shares of BlackStar common stock on the BDTP . To use the platform, the shareholder would need to have their Broker Dealer
send a report of cash and shares to the platform for encryption. The roles of the Broker Dealer and Transfer Agent remain the same
as with paper shares or Digital Shares. We intend to then encrypt the BlackStar Digital Equity to trade on the
BDTP TM, but Digital Shares can alternatively trade through traditional Market Makers. The Broker Dealer
will double encrypt the personal information of clients when using the BDTP TM and the public-facing BDTP TM
will only display trade information. The digital aspect of the current broker-dealer system makes it compatible with our digital
trading platform. The Broker Dealer, Clearing Firms, DTCC, and Transfer Agents will act as Custodian, clearing, and settlement
of the trades , as already occurs with trading of Digital Shares.
Transfer Agent
The transfer agent for our securities is EQ
Shareowner Services, formerly known as Corporate Stock Transfer, with offices at 3200 Cherry Creek South Drive, Suite 430, Denver,
Colorado 80209, Phone (303) 282-4800.
ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL
We have not hired or retained any experts or
counsel on a contingent basis, who would receive a direct or indirect interest in us, or who is, or was, our promoter, underwriter,
voting trustee, director, officer or employee.
ITEM 11. INFORMATION WITH RESPECT TO THE
REGISTRANT
a. DESCRIPTION
of BUSINESS
BUSINESS SUMMARY
This prospectus contains various forward-looking
statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in
this prospectus, the words “believe,” “expect,” “anticipate,” “estimate,” and similar
expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business
opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ
materially are discussed at length under the heading “Risk Factors”. Should one or more of the enumerated risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of
the date made.
In this prospectus, unless the context
requires otherwise, references to “BlackStar,” “Company,” “we,” “our,” or “us,”
refer to BlackStar Enterprise Group, Inc. and our consolidated subsidiaries.
Company Overview
We are based in Boulder, Colorado and
are engaged in Merchant Banking and Finance in the United States. Since 2018 we have also been developing a blockchain-based software
platform to trade free trading shares of our common stock. Once completed, the platform should enable us to become a Platform
as a Service (“PaaS”) provider for other publicly traded companies, providing revenue to finance our merchant banking.
We have recognized net losses of ($771,953) in the three months ended September 30, 2021. We have relied solely on sales of our
securities, convertible note financing, and private loans to fund our operations.
The Company has designed and is finalizing
construction of a BlackStar Digital Trading Platform TM (“BDTP TM”) referenced above and anticipates
completion of the platform in the next few weeks. The Company has designed the BDTP TM to trade free trading shares
of BEGI, and intends to use the BDTP TM as proof-of-concept to other companies looking for a similar market solution.
The platform will be adapted and customized to meet the needs of the particular registered issuer and a yearly subscription fee
will be charged for the design and monitoring of the digital platform technology and execution; the issuer would decide who would
quote and host their particular platform. This subscription income will then become the basis of our investment funds for future
joint ventures. We have completed a working demonstration on Amazon Web Services Quantum Ledger Database (“QLDB”) that
facilitates shareholder trading activity while complementing the market makers. We are in the process of finalizing the software
design and are now looking to partner with a broker-dealer, clearing firm, existing ATS, or other trading system in order to begin
providing trading of registered BEGI shares.
The Company intends to raise additional
funds in order to fund operations of the merchant bank, and to expand its services into the blockchain industry. To fund ongoing
operations, we may raise funds in the future, which are not yet committed.
HISTORY
Our Company, BlackStar Enterprise Group, Inc.,
was originally formed on December 17, 2007 as NPI08, Inc. in the State of Delaware. Our name was changed in 2010 to BlackStar Energy
Group, Inc. In August of 2016, our name was changed to BlackStar Enterprise Group, Inc. Unless the context requires otherwise,
references in this document to “BlackStar,” “Company,” “we,” “us,” or “our,”
are to BlackStar Enterprise Group, Inc.
Our Company was divested from Kingsley
Capital, Inc. in a bankruptcy proceeding in 2008, in which Kingsley was the debtor. Our Company attempted to start up in the energy
business in 2010 without success, resulting in losses totaling $1,819,530 over a three-year period. Our Company was inactive until
2016 when new management and capital were introduced.
BlackStar is engaged in Merchant Banking
and Finance. BlackStar’s venue is private early-stage companies throughout various industries that, in our judgement, exhibit
a potential for sustained growth. We are a publicly traded specialized merchant banking firm, facilitating joint venture capital
to early-stage revenue companies. We are actively seeking opportunity for discussion with revenue generating enterprises and emerging
companies for financing. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity companies, and
blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities
in involvement in crypto-equity related ventures though our wholly-owned subsidiary, Crypto Equity Management Corp. (“CEMC”)
formed in September 2017. BlackStar Enterprise Group, Inc. is traded on the OTC QB under the symbol “BEGI.” In addition
to the services described above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc.,
a self-regulatory membership organization for the crypto-equity industry. Further details about the business plan for CEMC, the
operating subsidiary of BlackStar, and Crypto Industry SRO can be found in the “Current Business” section below.
Our principal executive offices are
located at 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 and our office telephone number is (303) 500-3210. We maintain a website
at www.blackstarenterprisegroup.com, and such website is not incorporated into or a part of this filing.
International Hedge Group, Inc. (“IHG”),
our parent company, contracted to acquire 95% of our outstanding stock in January 2016 and closed on the purchase in summer of
2016. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock and 1,000,000
of Class A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services to companies, and,
on occasion, capital consulting. IHG’s strategy in investing in BlackStar Enterprise Group, Inc. is to own a controlling
interest in a publicly quoted company which has the mission to engage in funding of start-up and developed business ventures using
its stock for private placement or public offerings. IHG and BlackStar are currently managed and controlled by the same individuals,
but IHG and BlackStar may each seek its funding from different and as yet, undetermined sources, with funding structures of different
natures.
Definitions
As used throughout this Registration
Statement, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the filing. The following
terms shall have the meanings set forth below, unless the context clearly indicates otherwise:
BlackStar Digital
Trading Platform TM (“BDTP TM”): a digital equity trading platform enabling the trading of
registered BlackStar Digital Equities only.
BlackStar Digital
Equity: a digitally evidenced share , also known as an electronic share, (“Digital Share” – see below)
of BlackStar common stock holding the same characteristics as securities evidenced by a paper certificate which has been transmitted
electronically and protected by cryptographic protocols.
Blockchain:
a disintermediating technology, where each transaction is cryptographically signed, and always appended to an immutable ledger,
visible to all participants, and distributed across boundaries of trust. Once a ledger transaction has received a sufficient level
of validation, cryptography ensures that it can never be replaced or reversed. Transactions are secure, authenticated, and verifiable.
Blockchain Equity
Trading TM (“BET TM”): computer software platforms, including the BDTP TM, for
the trading of SEC regulated securities on an immutable blockchain, and for the analysis, monitoring, storing, and tracking of
financial investments on an immutable blockchain.
Blockchain First
TM: financial services software for managing the trading of stocks or equities on an immutable blockchain that prevents
the disruption of order flow of customer trades.
Digital Shares:
common shares holding the same characteristics as securities evidenced by a paper certificate but are recorded via electronic book-entry
through the Deposit and Withdrawal at Custodian (“DWAC”) system in digital form and are protected by cryptographic
protocols , sometimes also referred to as an electronic share .
Internet Digital
Offering TM (“IDO TM”): financial services software for managing and hosting indications
of interest for potential initial or secondary future offerings on an immutable blockchain.
CORPORATE STRUCTURE
Our corporate structure is as follows:
INTERNATIONAL HEDGE GROUP, INC.
(Parent Company – a Colorado corporation) |
|
|
BLACKSTAR ENTERPRISE GROUP, INC.
(a Delaware corporation)
|
|
|
|
|
|
|
Crypto Equity Management Corp.
(a Colorado corporation) |
Crypto Industry SRO Inc.
(a Colorado non-profit corporation) |
|
|
|
|
|
|
CURRENT BUSINESS
Our Company, BlackStar Enterprise Group,
Inc. (OTCQB: BEGI) is a publicly traded merchant banking firm seeking to facilitate venture capital to early-stage revenue companies.
BlackStar intends to offer consulting and regulatory compliance services to blockchain and DLT companies and blockchain entrepreneurs
for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related
ventures though our newly formed wholly-owned subsidiary, Crypto Equity Management Corp., (“CEMC”), mainly in the areas
of blockchain and distributed ledger technologies. BlackStar intends to serve businesses in their early corporate lifecycles and
may provide funding in the forms of ventures in which we control the venture until divestiture or spin-off by developing the businesses
with capital. We have only engaged in one transaction as a merchant bank form to date.
Our investment strategy focuses primarily
on ventures with companies that we believe are poised to grow at above-average rates relative to other sectors of the U.S. economy,
which we refer to as “emerging growth companies.” Under no circumstances does the company intend to become an
investment company and its activities and its financial statement ratios of assets and cash will be carefully monitored and other
activities reviewed by the Board to prevent being classified or inadvertently becoming an investment company which would be subject
to regulation under the Investment Company Act of 1940.
BlackStar is conducting a continuing
analysis for the Company’s involvement in Distributed Ledger Technology (“DLT”) related ventures. To pursue 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 rapidly evolving DLT ecosystem today compared to the Dot Com era in the 90’s,
which present both challenges and opportunities. BlackStar intends to facilitate funding and management of DLT involved companies
through majority controlled joint ventures through its subsidiary Crypto Equity Management Corp. BlackStar, through CEMC, intends
to initially control and manage each
venture. Potential ventures for both BlackStar and CEMC will be analyzed using the combined business experience of its executives,
with CEMC looking to fill those venture criteria with companies in crypto-related businesses such as blockchain or DLT technologies.
The Company does not intend to develop Investment Objectives or “criteria” in any manner but will rely on the acumen
and experience of its executives.
BlackStar Digital Trading Platform
TM
Background
– In June of 2017, the management of BlackStar began analyzing the crypto industry due in large part to its rapid
ascent in popularity. Mr. Kurczodyna took an educational legal seminar on securities laws relating to blockchain, attended national
and international conferences on cryptocurrency, and spoke with several experts at each event, informing himself about the industry,
regulations, and potential pitfalls. Mr. Kurczodyna believed that many of the unregistered cryptocurrency offerings that had occurred
throughout much of 2016 and 2017 were “illegal unregistered securities” offerings and that BlackStar could design and
implement a better strategy for future capital raising using the security benefits of blockchain technology, perhaps in digital
equity.
After significant study and discussions
with multiple vendors and service providers in the digital currency industries, in May 2018 BlackStar retained Solidgreen Software,
LLC, d/b/a Artuova (“Artuova”) to design a technological plan and an overall estimated cost of implementation of an
equity trading platform (agreement attached hereto as Exhibit 10.4). BlackStar is currently building the referenced digital equity
trading platform in order to trade BlackStar shares as registered Digital Shares, only if the particular securities are free-trading .
BlackStar Digital Equity are an encrypted representation of fungible shares of common stock. All common stockholders of BlackStar
are treated identically with respect to rights and privileges, no matter the form of share held, whether digital or paper. The
common stock class of securities is a single class.
We contracted the services of Dr. David
Gnabasik, a computer scientist contractor of Artuova and a former employee of Colorado Parks and Wildlife, who has demonstrated
a working blockchain project for managing licenses for Parks and Wildlife state agencies. Mr. Mathew Baldwin, a principal of Artuova,
created the software for the BDTP TM to work with Dr. Gnabasik’s blockchain design. The software demonstrates
the concept of trading shares for cash using blockchain technology. The software is complete in demonstrating a proof-of-concept
trading ability, while recording activity using an immutable blockchain ledger. Currently, the working model platform is hosted
on Amazon’s Quantum Ledger Database.
Description
– The Company intends that BDTP TM will be a tool for trading securities with in the
existing FINRA and SEC regulated brokerage ecosystem, addressing many of the regulatory issues by operating within the existing
confines of the system. Customers will continue to use brokerage accounts and broker dealers, and the transfer agent will continue
to maintain the shareholder records. All custodial duties remain the same, as BDTP TM will pass encrypted customer and
account information and buy/sell orders to relevant parties. As intended, the system would operate in the following manner:
broker-dealers would invite customers to participate as users on the BDTP TM to buy and sell BlackStar Digital Equity ;
the broker-dealers comply with all FinCen and Exchange regulations, KYC and FinCen rules, submit IRS tax reports, etc.; orders,
bids, and offers are entered into the BDTP TM (like a specialist’s order book) either by broker-dealers or by
customers through trading software supplied by the broker-dealers; BDTP TM records all transactions; and finally,
an Alternative Trading System (“ATS”) quoting digital prices and the SEC/FINRA would have complete and transparent
access to the data stored in BDTP TM, offering a single data interface and consolidated history of transactions. BDTP
TM seamlessly integrates with the order entry processes, priority rules, and execution procedures of the existing brokerage
ecosystem. Although not a profit center, BlackStar intends to charge the broker-dealer a $0.99 cent fee per customer introduced
to the platform to cover expenses, and broker-dealers may recover the fee in their ticket charge. The Company will engage further
software developers as needed for blockchain implementation on the BDTP TM platform.
The Company has built the technology
based upon the Quantum Ledger Database, a blockchain framework from Amazon Web Services (“AWS”), and to use the AWS
Cloud for transaction data storage. BDTP TM would offer a web-based interface for trading transactions as well as an
Application Programming Interface (API) that directly accesses all immutable transactions stored on BDTP TM. Using
BlackStar’s concept ‘Blockchain First TM’, cash and shares of customers are recorded directly to the
blockchain.
The Company currently seeks a partnership
with a broker dealer or an ATS for a quoting service, similar to our current listing of our common stock with OTC Markets Group.
The execution of a trade on the blockchain will be reported back to those broker dealers for clearing and settlement. Upon execution
of a trade on the blockchain, the last price, volume, change and current bid-offer ladder will be disclosed to the public by the
quoting service. The clearing of those digital shares will be the responsibility of the broker dealer that introduces their customer
to trade on the BDTP TM blockchain.
The order flow is only transparent to
the Company ( or the issuer of the securities) in real time on the blockchain but can also be provided to regulators if
necessary . BlackStar’s concept ‘Blockchain First TM’
enables cash and share information of customers to be recorded directly to the blockchain. The BDTP TM is a private
blockchain meaning only privately appointed Certificate Holders , meaning those with specifically authorized access to
the blockchain data, can access and view the blockchain : BlackStar will have access to the blockchain, and could
also give regulatory agencies access to the blockchain if requested . The system records all activity using an immutable
blockchain ledger hosted by Amazon’s (AWS) QLDB Blockchain. It is the Company’s expectation that these built-in characteristics
eventually help renew confidence in trading shares of OTC companies.
The core platform has been designed for initial
use with BlackStar common stock and is thus the BlackStar Digital Trading Platform TM. The platform contains three features:
the main trading feature, an indication of interest feature for future offerings, and a corporate governance feature. The indication
of interest feature, known as the ‘Internet Digital Offering TM’ or IDO TM, would record indications
of interest for potential, initial or secondary future offerings proposed by the public or private company that
subscribes to our customized platform. The distributive ledger technology on a blockchain would enable them to gauge interest
on a first come first serve basis. This IDO TM feature , only for use in self-underwriting situations,
includes a method of facilitating a public or private offering for a company on an immutable blockchain ; this may consist
of the subscriber company uploading a preliminary prospectus to the platform if they are interested in raising capital,
collecting a list of company shareholders, and collecting a list of non-company shareholders who have met at least a minimum threshold
for potential interest in investing in the company, then prioritizing potential investors meeting the set requirements by the recorded
timestamp and distributing the offering materials to them at the appropriate time in compliance with existing rules and regulations,
including Know Your Customer. The final feature would record corporate governance information about a public company on an immutable
blockchain; this includes a method of preparing for and complying with a financial statement audit, recording general corporate
matters, recording financial and accounting matters, recording tax filing matters, on the immutable blockchain at least every 30
days, wherein each recording comprises a time stamp of receipt, and wherein each recording cannot be subsequently manipulated or
changed. The corporate governance and indication of interest features can be made available to regulators in real-time.
Once BDTP TM is live, the Company
intends to market the platform to other publicly traded companies as a subscription service with an Issuer-specific customizable
interface. This subscription service, BlackStar’s ‘Blockchain Equity Trading TM’ or BET TM,
would enable each subscriber company to have access to their own trading platform, based on our core platform, where shares of
their company’s common stock could be traded.
We understand that we must partner with
an existing ATS and/or broker dealer to quote and clear the digital shares and trades. We intend to trade only free trading
shares of BEGI on our blockchain platform, and the blockchain capability enable s BlackStar to provide access
to trading data to any regulators if needed .
Current Status
of BDTP TM – In July 2020, the Company determined that similar products and services (although not identical
to the BDTP TM concept) have needed to register for Alternative Trading System (“ATS”) status. Therefore,
in lieu of expending the money and resources to become an ATS at this time, the Company is seeking to partner with an existing
ATS, broker dealer, and/or clearing firm to host the BDTP TM so that it may comply with existing rules and regulations.
The Company is currently evaluating its options for this next major step in the process, so that the BDTP TM may go
live in accordance with existing laws and regulations. If we are unable to partner with an entity in this way, we may reevaluate
whether to apply for ATS status. As of the date of this filing, the demonstration platform is complete and BlackStar intends to
continue to seek further input from various regulatory agencies and others on the functionality of the BDTP TM over
the next several months. The BDTP TM has been completely designed in terms of the following components: data model,
reports, web-based user interface, blockchain interface, transaction logic, cloud interface, and functional demonstration app.
In June of 2021 Blackstar and Artuova
successfully completed a production ready user interface for the BDTP TM which is feature-complete. As of March 8,
2022 , the core platform and its software is complete and is in the testing phase; it will remain in the testing phase until
we obtain an operating partner (a broker-dealer, clearing firm, and/or ATS). We have spoken to broker-dealers and clearing firms
throughout the development process but have yet to secure a contractual relationship. We will continue to seek out this partner,
have increased our efforts to reach out to various broker-dealers since completing the demonstration platform, and hope to secure
an operating partner within the next three to six months. The ability to obtain a partner may be dependent on our ability to confirm
that FINRA and the SEC will allow trading on our platform as described. If this is the case, the Company may alternatively seek
to acquire an existing broker-dealer in order to become a FINRA-registered broker-dealer. Once we have secured a partner broker-dealer,
clearing firm, or ATS for the operations of the BDTP TM and begun operating the BDTP TM, we will seek subscriber
companies desiring customized platforms. At that point, we will have the ability to showcase BDTP TM’s live operations.
The technical platform operations and updates will be managed by Artuova, through our oversight and direction. The software building
of additional platforms for subscriber companies may take as little as 48 hours. We have not yet developed our marketing campaign
to seek out these customers, but plan to do so after securing our operating partner, likely within the next six months. We anticipate
our overall expansion of services into the blockchain industry within the next twelve months.
We currently have no committed source
for funding our operations but have entered into convertible promissory notes to continue operations in the interim, as disclosed
in our most recent quarterly report for the period ended June 30, 2021. On September 1, 2021, we entered into a convertible promissory
note with Power Up Lending Group, Ltd. for $53,750 (see the Current Report on Form
8-K filed September 30, 2021 and incorporated by reference herein); on October 1, 2021, we entered into a convertible promissory
note with Power Up Lending Group, Ltd. for $78,750 (see the Current Report on Form
8-K filed October 26, 2021 and incorporated by reference herein); and on October 11, 2021, we entered into a convertible promissory
note with GS Capital Partners, LLC for $60,000 (see the Current Report on Form
8-K filed October 26, 2021 and incorporated by reference herein). On November 29, 2021, we entered into a convertible promissory
note with Sixth Street Lending LLC for $45,750 (see the Current Report on Form
8-K filed on December 8, 2021 and incorporated by reference herein). On February 14, 2022, we entered into a convertible
promissory note with Sixth Street Lending LLC for $55,750 (see the Current Report on Form
8-K filed on March 2, 2022 and incorporated by reference herein). We anticipate that we will need $500,000 over
the next six months for the establishment of the partnership and to initiate platform operations; the Company had a cash balance
of $ 464,877 as of March 8, 2022 . The initiation of operations of the BDTP TM will be dependent on the exact
arrangement that we enter into and the regulatory approvals that may be required (see “Regulatory Challenges” below).
Risk Management Framework –
We currently have no risk management framework for addressing material risks associated with this new business strategy and
our decisions will be guided by management’s judgment and experience.
Nature and Types of Services Provided
– Our long-term plan for provision of services is to finance the operations of CEMC through the successful production
of the BDTP TM platform and subsequent subscription of the platform’s design as a service. As a subsidiary of
BlackStar, CEMC additionally intends to offer consulting and regulatory compliance services to cryptocurrency entities and blockchain
entrepreneurs for securities, tax, and commodity issues. Our Company has always operated under the assumption that cryptocurrencies
and tokens are “securities” and regulated under the existing law, SEC rules and other financial regulations. Due to
significant experience of our management in the US securities and commodities industry, we felt that we had regulatory compliance
backgrounds that could be useful in assisting with regulatory compliance for former cryptocurrency offerors and token offerors.
Management believes that there may be other companies offering unregistered securities in digital form with possible violations
of securities and other laws including FinCen regulation, CFTC rules, exchange rules, AML, and tax laws. The concept of CEMC as
a subsidiary of BlackStar is to provide compliance services for the multitude of laws that are applicable to digital securities.
Currently in the testing and completion phase, BlackStar intends to build trading platforms for subscriber companies based on the
BDTP TM model and offer the platforms through a subscription service called BlackStar ‘Blockchain Equity Trading
TM’(“BET TM”), generating ongoing revenue for the Company.
Neither CEMC nor BlackStar intend to underwrite these entities
or entrepreneurial companies, nor do we intend to act as broker-dealers or investment companies, though we acknowledge the potential
requirements to register as such or to claim exemption from registration.
Expertise and Experience –
The management of BlackStar have each been involved in the securities and financial markets for well over 40 years and understand
many of the intricate rules and regulations surrounding securities/commodities in general. Through CEMC, the management plans to
pass on this knowledge and connect the cryptocurrency and blockchain entities with the correct industry experts. CEMC will bring
in technology and/or cryptocurrency consultants when necessary to inform the design, strategy, and implementation of the planned
digital equity trading platform (“BDTP TM”). Currently, Artuova software engineers Dr. David Gnabasik and
Matthew Baldwin are providing the expertise needed to develop the blockchain solution for the Company. Dr. Gnabasik holds a Ph.D.
in Computer Science from the University of Colorado Denver.
Regulatory Challenges – BlackStar
has always recognized that crypto equities must be registered within the existing SEC regulations and guidelines. BlackStar’s
aim is to develop BDTP TM, a digital share trading platform, to trade free-trading BlackStar common stock
only. The regulatory challenges presented come from integration of the platform into the existing broker-dealer ecosystem
, approvals/advice of and compliance with the rules and regulations of OTC Markets Group, SEC, FinCen, IRS, anti-money laundering
rules, and FINRA . These rules encompass the functionality of the system, cybersecurity laws, and state and federal financial
laws. Until the implementation of the BDTP TM as designed, existing shareholders of electronic shares of BlackStar
common stock will be traded through the existing Market Makers system.
Our Company has examined numerous “exchanges”
or “platforms” for trading and believed that they lacked essential regulatory compliance practices. This research and
management’s securities and compliance background lead the Company to engage a team of software experts at Artuova to create
the platform that is being designed to contain the essentials for full regulatory compliance including:
• Know-Your-Customer (KYC)
• Anti-Money Laundering (AML)
• IRS tax reporting
• SEC compliance
Our current plan for operating BDTP TM
is to engage a broker-dealer, clearing firm, and/or ATS in order to meet all of the potential regulatory challenges. We do not
know the full extent of approvals that may be required for a partner in order for the platform to be operational, but we intend
to use the expertise of the partner to establish the required approvals. The following are some examples of regulatory challenges
that we may face; any or all of these may be issues we face and depend on how we are able to bring BDTP TM to market.
Broker-Dealer: If,
in the future, we were to acquire a broker-dealer in order to facilitate the BDTP TM, FINRA approval of the acquisition,
in compliance with FINRA Rule 1017, will be a required first step. Additionally, we would need to identify all governmental and
self-regulatory bodies (SROs) regulating the acquired broker/dealer and its affiliates (e.g. registered investment advisors, registration
with the Commodity Futures Trading Commission (“CFTC”) or membership with the National Futures Association). Other
issues to address in a broker-dealer acquisition may include Form BD, Forms U4 and (as applicable) U5 for registered persons, membership
agreements with FINRA and other SROs, FOCUS reports, supervisory procedures and written policies, subordinated loan filings, compliance
reports, correspondence with the SEC and other regulatory agencies, results of regulatory exams, foreign regulatory filings, and
customer complaints. On an on-going basis, broker-dealers are subject to a comprehensive regulatory scheme aimed to ensure that
they are adequately capitalized, maintain high standards of customer service, and keep fair and equitable principles of trade.
The broker-dealers would be examined by the SEC, FINRA, any other membership SROs, and the state(s) in which they are registered;
any violations could lead to civil or administrative proceedings, sanctions, and/or fines.
The SEC may place additional
oversight focus on broker-dealers in the following areas due to the digital nature of the securities: safekeeping of funds and
operations that are unique to the safety and custody of Digital Asset Securities; broker-dealers’ and any affiliated entities’
compliance with registration requirements; adequate AML procedures, controls, and documentation regarding Digital Asset Securities;
disclosure and due diligence obligations related to the offering of Digital Asset Securities; review of the existence and disclosures
of conflicts of interest and the compliance policies and procedures to address them (e.g. broker-dealers may operate in multiple
capacities, including as trading platforms or proprietary traders of Digital Asset Securities on their own and other platforms);
and review of FINRA-member broker-dealer compliance processes in connection with the evaluation, approval, and
monitoring of outside business activities related
to digital assets. Many of these compliance issues will remain if we partner with a broker-dealer instead of acquiring one.
Alternative Trading
System: A platform that operates as an “exchange” as defined under Section 3(a)(1) of the Exchange Act and Rule
3b-16(a) thereunder must register as a national securities exchange or operate pursuant to an exemption. The SEC will examine
platforms that facilitate trading in Digital Asset Securities and review whether they meet the definition of an exchange. If we
need to register as an ATS or partner with one, the SEC examinations will include a review of whether an ATS that trades Digital
Asset Securities is operating in compliance with Regulation ATS, including, among other things, whether the ATS has accurately
and timely disclosed information on Form ATS and Form ATS-R, and has adequate safeguards and procedures to protect confidential
subscriber trading information.
Volatility of Cryptocurrencies and
Tax Implications – Neither BlackStar nor CEMC will be trading in, accepting loan repayments in, or making loans in cryptocurrencies;
the intent was to build a platform on which to trade registered digital securities of BlackStar.
Cybersecurity Implications of DLT
– Transactions on the distributed ledger fabric are protected by public-key X.509 certificates. The protection of PII
data is the responsibility of each brokerage dealer. Any blockchain code used will be placed in a public repository after having
been certified by an independent cybersecurity audit. Further, CEMC bases the operational requirements and cyber-security framework
in part on the following publications the “Distributed Ledger Technology: Implications of Blockchain for the Securities Industry”
published by FINRA, and the European Union Agency for Network and Information Security (ENISA) report entitled “Distributed
Ledger Technology & Cybersecurity.”
IHG, our parent company, also may enter
into management consulting agreements with companies for which BlackStar provides funding to attempt to guide the companies in
the complex business world for the purpose of protecting and enhancing the venture investments made by BlackStar.
SERVICES
BlackStar intends to offer consulting
services through Crypto Equity Management Corp., a subsidiary of BlackStar that has no operating history or assets to date. CEMC
is authorized to issue 999,999,999 shares of common stock and 99,999,999 shares of preferred stock. At organization, BlackStar
received 1,000 shares of common stock for formation services and is the only shareholder.
After the completion of the BDTP TM,
as BlackStar focuses its merchant banking efforts on the crypto-equity and DLT industry, BlackStar intends to seek investments
through joint ventures in private or public emerging commercial-stage businesses within the blockchain ecosystem. BlackStar also
intends to offer consulting and compliance services to member crypto companies and blockchain entrepreneurs on securities and commodity
futures.
The Company will seek targeted joint
ventures in the sector, primarily focusing on distributed ledger security features and technology, and the global equity trading
arena. BlackStar, through CEMC, will initially control and manage each venture into which it enters. While remaining compliant
with current SEC disclosure and reporting guidelines, BlackStar is conducting an in-depth analysis into the Company’s involvement
in crypto-equity and DLT related ventures. Additionally, as described above, BlackStar intends to use the BDTP TM as
a model and enroll subscriber companies to use the customized platform for each company’s unique tradeable shares. If the
BDTP TM is able to successfully trade BlackStar Digital Equity, the subscription model has the ability to provide the
Company with ongoing revenues as more companies look to move away from the traditional broker-dealer ecosystem.
In addition to the services described
above, BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc., on December 31, 2017. Crypto Industry SRO is
in the beginning stages of organizing membership participation in the newly-formed nonprofit. Crypto Industry SRO is planned to
act as a self-regulatory membership organization for the crypto-equity industry and set guidelines and best-practice rules by which
industry members would abide. BlackStar will provide management of this entity under a services contract. As of December 31, 2020,
neither CEMC nor Crypto Industry SRO were operational.
BlackStar Enterprise Group intends to
leverage its experience in the traditional world of public finance, including experience with securities, options, and SEC registration
and compliance, into working with select organizations supporting the development and implementation of new technologies in the
crypto-equity and DLT world. To facilitate this process, BlackStar plans to establish an advisory board in its subsidiary, Crypto
Industry SRO Inc., with applicable technical and practical experience.
The Company’s success will be
dependent upon the Company’s ability to analyze and manage the opportunities presented.
BlackStar’s Operating Principles:
| · | Provide alternative joint
venture funding for entrepreneurs; |
| · | Require GAAP and SEC
accounting compliance for portfolio ventures; |
| · | Require competent and
efficient legal representation; |
| · | Require qualified managers
for portfolio ventures, and in some cases, help staff the client company while avoiding recruiting costs or attempts to bring in
high-price executives. |
We seek venture investments in private,
or public emerging commercial-stage businesses with perceived strong growth prospects within certain industry sectors. Companies
that we work with may engage in consulting agreements with our parent company, International Hedge Group, Inc. (“IHG”),
to add additional monitoring as to their financial situations. We seek to invest up to $1 million per company in business
ventures. We may provide off-balance sheet financing to venture companies, through joint ventures or limited liability companies
under structures we cannot now predict.
Our success will be dependent upon are
our abilities to analyze and manage the lending opportunities presented to us.
Our management may earn shares of our
Company under our Stock Option and Award Plan as incentives on the basis of achievement. All are accountable to each other, as
well as the shareholders, and bonus awards are intended based upon individual performance, as well as team cooperation, and enterprise
building.
INVESTMENT OBJECTIVES
CAPITAL APPRECIATION. Our primary investment
objective is to provide our shareholders with long term capital appreciation by investing primarily in business ventures in which
we maintain majority control with selective private companies. We believe that a typical new business venture will have a five-year
window. Our investment objective is to restrict our investments to emerging growth companies we believe offer special opportunities
and meet our growth criteria, and we intend to reduce the risks associated with investments in startups. Our goal is to provide
mezzanine and expansion capital to companies through legally formed joint venture entities through which we control in order to
develop a comprehensive growth strategy, possibly involving a consolidation of similarly situated businesses or a geographic expansion
of existing product or service offerings. We are currently exploring options for investments in companies involved in the cryptocurrency
and blockchain (DLT) technology industry.
CAPITAL PRESERVATION. A second investment objective
is to preserve investor capital through risk management and monitoring the management of our loan portfolio. Among the risk management
techniques which we expect to employ are: (i) limiting our investments in very early-stage companies, (ii) holding majority ventures
interests in venture companies that have a positive cash flow; (iii) co-investing in venture companies with other professional
venture capital. Many ventures will not provide any gain, and some will be complete losses. BlackStar, through CEMC, will initially
control and manage each venture it enters into in the cryptocurrency and blockchain technology industry.
OUR APPROACH COMPARED TO TRADITIONAL SOURCES
OF VENTURE FINANCING
Emerging companies traditionally seek financing
for growth from three primary sources: small private placements, independent private venture capital funds and corporate strategic
investors. Each of these sources has advantages but also notable disadvantages for the emerging company. Small Private Placements
are often underfunded and untimely. Venture capital funds generally are established for a limited term and their primary goal is
to maximize their financial
return within a short time frame, often two
years or less with severe terms for extensions or additional funding. A venture capital fund often seeks to liquidate its investment
in the emerging company by encouraging either an early initial public offering or a sale. This often can jeopardize an emerging
company’s chances for success especially if its business has not been fully developed or its intellectual property fully
safeguarded prior to its debut into the market.
Corporate strategic investors are typically
large corporations that invest in emerging companies to gain access to a promising product or technology without incurring the
initial cost of development or the diversion of managerial time and attention necessary to develop new products or technologies.
Often these investments involve both financing support to the emerging company and an arrangement under which the strategic investor
obtains the right to use, and intellectual property ownership of, the products or technology of the emerging company. While strategic
investors are generally able to provide business development support, the rationale behind the investment of a strategic investor
may be incompatible with the development of the emerging company. Strategic investors often discourage the emerging company from
becoming a public company, selling to competitors of the strategic investor or from retaining the intellectual property rights
to products developed jointly with the strategic investor.
We may be limited in our ability to fund ventures
because we may not be successful in raising additional funds to fund ventures or growth. Through the public market for our common
stock, we hope to have access to additional equity capital that may be needed for growing our ventures. We hope to offer to fill
this opportunity on selected ventures.
We believe that our advantage over a strategic
investor is that our interests are more closely aligned with those of the emerging company. An initial public offering of the emerging
company, our venture, often required to raise the additional capital investment necessary to fully develop a venture company’s
product or technology, would also benefit us by creating repayment of our loan, and possibly in certain instances, an equity position.
OUR VENTURE POLICIES
We may invest in ventures which do not have
any annual revenue, if we have determined that an investment may make of such company have growth capital.
Although we may seek to venture into companies
with existing positive EBITDA (earnings before interest, income taxes, depreciation and amortization), we may also consider turnaround
situations where we can clearly identify the source(s) of financial distress and see a possible solution. Through our investment,
or through co-investment with other private equity funding sources we will seek to achieve performance improvements.
In the shorter term, we do not anticipate paying
any dividends or making other distributions, but this may change in the future. We may not always achieve a return on our venture
investment.
In selecting venture investments for our venture,
we will endeavor to meet our guidelines, as established by our Board which include the following concepts. We may, however, make
investments that do not conform to one or more of these guidelines when deemed appropriate by our Board of Directors. Such investments
might be made if we believe that a failure to conform in one area is offset by exceptional strength in another or is compensated
for by a higher yield, favorable warrant issuance or other attractive terms or features.
VENTURE CRITERIA
STAGE OF DEVELOPMENT CRITERIA. We are a special
situations Company. We will primarily look for opportunities with a core business which we believe will provide us with a return
of investment and on investment within a moderate period of time, typically targeting about thirty-six to sixty months. Our objective
is to invest in emerging corporations which meet our requirements as well as qualitative potential that we look for in each opportunity.
In addition, we will look to invest in ventures with corporations. In some instances, we may relax our quantitative requirements
with the view to assist such venture companies in developing a strategic business plan which may include merger or acquisition
of other private operating businesses which may be synergistic to the existing business of the public corporation. We may invest
in ventures with companies in any of the following stages. We will always have majority control and Board control of our venture
subsidiaries.
The
stages of development are defined as follows:
- Seed
capital companies represent the earliest stage of development. These companies have raised relatively modest equity capital to
prove a concept and qualify for start-up capital. Their activities generally are limited to product development, scientific and
market research, recruiting a management team and developing a business plan. These companies likely do not have financial support
from either venture capitalists or larger companies making strategic investments.
- Start-up
stage companies are completing or have recently completed product development and initial marketing but have not sold their products
commercially. Generally, such firms have made market studies, assembled key management, developed a business plan and are ready
to commence operations.
- Expansion
stage companies have initiated or are about to initiate full-scale operations and sales but may not be showing a profit.
- Mezzanine
stage companies are approaching or have attained break even or profitability and are continuing to expand. An acquisition or initial
public offering may be imminent.
QUALITATIVE CRITERIA. All potential ventures
will first be evaluated and assessed based on their relative stage of development and the quality of an investment in such venture
company based on the above criteria. Once our management team has determined that a potential venture satisfies the above criteria
and is suitable for investment, it will then be evaluated using the multi-step process described below. After completion of the
process, receipt and review of all internal and outside reports and evaluations of the potential venture company, the Board will
consider the potential venture terms. If the Board approves the investment, we will then create appropriate legal documents to
reflect our venture and any management service contracts between the venture and our company.
We intend to follow the steps set forth below
in our venture process:
(1) BUSINESS PLAN/ASSESSMENT. Business
plan description and complete resumes of management from all entrepreneurs. Members of our management team will meet with the best
of these entrepreneurs, attempting to identify key traits that have been associated with entrepreneurial success in the past, such
as high energy, a must-win attitude, intellectual brilliance, high personal integrity, relevant experience, a strong work ethic,
and the ability to prioritize and focus. A business plan submitted for evaluation to us should contain the following information:
| · | Overview of the business concept as well
as the company’s strategic focus and direction. |
| · | Discussion of competition including a
discussion of specialized expertise, intellectual property, patents, and/or other unique advantages held by either the company
or its competitors. |
| · | Sources and uses of cash with respect
to investment capital sought. |
| · | Pro forma financial projections for at
least the current year and two subsequent years including expected capital requirements from the time of the investment capital
received through the two subsequent years. |
| · | Operating plan including current and projected
staffing, equipment, and space requirements. |
| · | Discussion of minimum dollar proceeds
necessary in order to implement the business plan. |
| · | Discussion of conflicts of interest with
investors together with steps being taken by the venture company to mitigate such conflicts of interest and to protect against
future conflicts of interest. |
| · | Resumes for all key officers/managers. |
(2) EVALUATE POTENTIAL MARKET. We
have developed relationships with consultants, who represent a valuable source of information about a target investment’s
market. We will call upon these contacts as well as create new ones in the markets of each company seeking funding. As we evaluate
markets, we must become confident that the company can attain a competitive market position over time.
(3) EXAMINE STRUCTURE OF BUSINESS
MODEL. We will examine the structure upon which the business plan is built. The Board has indicated a distinct bias toward business
models calling for high gross margins and relatively low capital intensiveness. Such businesses have the potential for higher internally
sustainable growth rates than average and superior return on equity invested. In addition, we will require, whenever possible,
implementation of the following policies into the articles, bylaws or operating agreements of its venture companies:
| · | There can be only one class of common
shares, all with equal voting rights, and all distributions of capital or earnings can only be made to all members based upon their
percentage interest without preference; |
| · | Compensation of the key officers/managers
and their affiliates, including, but not limited to, all salary, bonuses, commissions and/or fees, shall be limited based upon
the success of the venture company in reaching predetermined milestones; and |
| · | The primary responsibility of the management/officers
of the entity is to serve as fiduciaries charged with serving the best interests of the stockholders/members even when such interests
may be in conflict with the management, officers or other employees of the entity. |
(4) CHECK REFERENCES. We will require
that each entrepreneur supply a list of references in order that we may get a better sense of the entrepreneur’s past experience,
strengths, weaknesses, and work habits. We make it a point to get references outside of this list as well, in order to avoid only
“cherry-picked references.” We believe that these checks are important to develop a more complete and accurate picture
of the team.
(5) CALL CUSTOMERS AND SUPPLIERS.
We intend to call a number of current and/or prospective customers and suppliers to get a sense of how they view the targeted investment
including its products and the market.
(6) EVALUATE PRODUCTS/TECHNOLOGY.
As part of our analysis, we will evaluate the target venture’s current products, development pipeline and underlying technology.
To evaluate technology, we will not rely on in-house expertise alone, but will contact and hire appropriate specialists and consultants.
(7) EVALUATE RISKS/REWARDS. Evaluate
the pro-forma financials, the likelihood of an exit after a 6 month to 24 month holding period.
(8) NEGOTIATE VENTURE TERMS. When
deciding on making a venture investment, we will draw up a term sheet for negotiation, and terms will be agreed upon.
(9) FINANCIALS AND CORPORATE INFORMATION.
We will, after formation of the
venture subsidiary, control all accounting and financials as a subsidiary of our Company.
RESERVES. We intend to retain reserves after
the venture investment in order to have sufficient funds for equity-oriented follow-on investments in venture companies. We intend
to sell additional common stock to meet the funding requirements for any follow-on venture investments. If such sales are successful,
we expect to have cash reserves. In order to enhance the rate of return on these reserves and increase the amounts ultimately available
for investments and our operating costs, we plan to engage in a reserve management strategy.
AVERAGE INVESTMENT. The amount of funds committed
to a venture will vary depending on the funds available to us, the quality and completeness of the venture management team, the
perceived business opportunity, the capital
required compared to existing capital, and
the potential return. Although the venture or investment amounts will vary considerably, we expect that the venture (excluding
follow-on investments) will be between $250,000 and $500,000.
INDUSTRY ANALYSIS AND HISTORY
Barriers to Entry in the Merchant Banking
Industry
There is one major barrier to entry into the
Merchant Banking Industry which is capital. We have very limited capital with which to compete in this industry. Many other competitors
have been in the business for many years and have very large capital resources and an established reputation. Our barriers to entry
are, in addition to lack of capital, lack of reputation, lack of recognition, part-time management, lack of financial history to
raise money, and lack of equity in our company upon which to base a capital raise.
Competitive Factors Impacting Our Ability
to Gain Market Share
Our competition enjoys advantages which may
prevent us from achieving a market share due to our competitors’ known reputations, large funding abilities, competent management,
and capital resources all of which will impede our abilities to achieve market share.
Competitive Factors in the Industry
There are numerous entities, investments banks,
merchant banks, hedge funds, private equity, commercial banks and private investors which will compete for the same business in
which we intend to engage. We will be at a significant disadvantage to all of these other competitors for the foreseeable future.
All of our competitors should be considered to be far better capitalized than we are.
Competitive Position in the Industry
We are an insignificant participant in the
merchant banking industry and cannot be expected to obtain a market share even discernable percentage wise. Without a large infusion
of capital, we will remain a very small participant in the industry.
Merchant Banking
The term merchant banking is generally understood
to mean negotiated private equity investment or financing through alternative methods by financial institutions in loans, convertible
debt or off-balance sheet vehicles, or through unregistered securities of either privately or publicly held companies. Both investment
banks, commercial banks, and other companies engage in merchant banking, and the type of security in which they invest is diverse.
They may invest in securities with an equity participation feature; these may be convertible preferred stock or subordinated debt
with conversion privileges or warrants. Other investment bank services include raising capital from outside sources, advising on
mergers and acquisitions, and providing bridge loans while bond financing is being raised in a leveraged buyout (LBO) and are also
typically offered by financial institutions or broker dealers engaged in the merchant bank industry. One which is often omitted
is the provision of experienced management by the merchant to commercialize ideas, or technology.
Merchant banking has been an occasionally lucrative
but a highly risky endeavor for the small number of bank holding companies and banks that have engaged in it under existing law,
and for private equity investors. Banking law legislation has expanded the merchant-banking activity that is permissible to commercial
banks and has spurred interest in this specialty on the part of some institutions. However, limitations exist that have scared
many banks away from the markets after the Lehman collapse and the resulting fallout with JP Morgan, Bank of America and the big
bank Wall Street bailout. Although for much of the past half-century commercial banks have been permitted (subject to certain restrictions)
to engage in merchant banking activities, their continued role is limited by the conservatism of the regulators and their Boards.
Evolution of Modern Era Merchant Banking
Many banks entered merchant banking in the
1960s to take advantage of the economies of scope produced when private equity investing is added to other bank services, particularly
commercial lending. As lenders to small and medium-sized companies, banks become knowledgeable about individual firms’ products
and prospects and consequently are natural providers of direct private equity investment to these firms.
In the middle to late 1980s, the decision to
enter merchant banking was thrust on other banks and bank holding companies by unforeseen events. In those years, as a result of
the LDC (less-developed-country) debt crisis, many banks received private equity from developing nations in return for their defaulted
loans. At that time, many of these banks set up merchant-banking subsidiaries to try to extract some value from this private equity.
Also, at about that time, most commercial banks
began refocusing their private equity investments to middle-market and public companies (often low-tech, already profitable companies)
and, rather than providing seed capital, financed expansion or changes in capital structure and ownership. Most particularly, they
took equity positions in LBOs, takeovers, or recapitalizations or provided subordinated debt in the form of bridge loans to facilitate
the transaction. Often, they did both. Commercial banks financed much of the LBO activity of the 1980s.
Then, in the mid-1990s, major commercial banks
began once again focusing on venture capital, where they had substantial expertise from their previous exposure to this kind of
investment. Some of these recent venture-capital investments have been spectacularly successful. For example, the Internet search
engine Lycos was a 1998 investment of Chase Manhattan’s venture-capital arm.
We do not compete in the area of these merchant
banks, or even large or mid-market banks. We are an insignificant participant in the total market and our focus is on small investments,
which larger banks may rule out.
Historical Track Records
Our Company has no historical track record
and we should be deemed a pure start-up of earning or operating with all of the risks of an unproven company (see “Risk Factors”).
COMPETITION, MARKETS, REGULATION AND TAXATION
Competition
There are a large number of companies and individuals
engaged in the Merchant Banking and Finance industry; accordingly, there is a high degree of competition. Almost all of the companies
and individuals so engaged have substantially greater technical and financial resources than we do. We are attempting to create
a novel solution in the BDTP TM that we may use as a model, potentially enabling us to generate ongoing revenue that
we can then use for Merchant Banking.
We are an insignificant participant among the
firms which engage in the funding of business opportunities. There are many established venture capital and financial concerns
that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared
to our competitors.
Investment Company Act 1940
Although we will be subject to regulation under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, we believe we will not be subject to regulation
under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing
or trading in securities within the definitions and parameters which would make us subject to the “1940 Act.” In the
event we engage in business activities that result in us holding investment interests in a number of entities, we might become
subject to regulation under the 1940 Act. In such event, we would be required to register as an Investment Company and incur significant
registration and compliance costs. Under no circumstances does the company intend to become an investment company and its activities
and its financial statement ratios of assets and cash will be carefully monitored and other activities reviewed
by the Board to prevent being classified or
inadvertently becoming an investment company which would be subject to regulation under the Investment Company Act of 1940.
As a fundamental concept, the 1940 Act requires
registration of companies that invest and manage funds to invest for others and trade in securities of other companies. Those companies
that cross a threshold of 40% of assets in cash and stock in other companies may be required to register. Investment companies
may issue face amount certificates, be a Unit Investment Trust, or be a mutual fund. We intend to do several things to remain outside
of the 1940 Act: a) we will not trade in securities of other companies or manage investments for others, b) we intend to remain
primarily in the merchant bank lending business recognized as exempt under Sections 3(c)(4) and (5) of the 1940 Act, c) we intend
to carefully monitor our ratios of cash and securities to total assets to avoid crossing the 1940 Act threshold, d) we intend to
hold loans comprising 60% to 70% of our assets at any time, e) we intend to maintain secured loans to companies as our primary
business, f) we do not intend to issue face amount certificates, g) we do not intend to distribute profits and dividends to our
shareholders on an annual or shorter basis, if ever, h) we do not pass through profits and losses to our shareholders on a tax
basis, i) smaller secured loans will be our primary business and our primary profit center, which we intend will account for more
than 50% of our revenues; j) we will not issue Units in investment trusts, k) we will not act as a mutual fund, and l) we will
not invest funds on behalf of others.
We have obtained no formal determination from
the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse
consequences. We believe that, currently, we are exempt under Regulation 3(c)(4) and (5) of the 1940 Act.
Markets.
Our market is highly competitive and constantly
changing. Commercial success is frequently dependent on capital availability, the effectiveness and sufficiency of which are very
difficult to predict accurately. It is one of the principal economic risks of mezzanine and expansion stage funding companies like
ours.
Governmental Regulation.
Federal Regulations.
We are subject to regulations by securities
laws as a public company. We do not intend to become an investment company under the Investment Company Act of 1940, but if we
exceed certain thresholds of certain assets or our business operations cease to fall within certain exemptions, we might inadvertently
become subject to the Act.
Compliance with Environmental Laws and Regulations.
We are not involved in operations with environmental
considerations for our business.
State Regulations.
Certain states may require that we obtain a
Lender’s License prior to making a loan in that state. We intend to address this on an as needed basis.
Title to Properties.
Not applicable.
Off Balance Sheet Arrangements.
We do not have any off-balance sheet arrangements.
Number of Persons Employed.
As of March 8, 2022 , we have no full-time
employees and 2 independent consultants who act as our officers and directors on a part-time basis of up to 40 hours per week.
Impacts of COVID-19
In December 2019, a novel strain of coronavirus
(COVID-19) surfaced. The spread of COVID-19 around the world in 2020 has caused significant volatility in U.S. and international
markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well
as its impact on the U.S. and international economies and, as such, as of March 2020, the Company transitioned its operations to
100% work from home and there has been minimal impact to our internal operations from the transition. The Company does not believe
that there will be a material future impact to its operations and ultimately an impact to the Company’s overall revenues
at this time.
b. DESCRIPTION OF PROPERTY
DESCRIPTION OF PROPERTIES/ASSETS
Real Estate - None
Oil and Gas Properties
- None
Patents - None
Trademarks - None
Our executive offices
are located in Boulder, Colorado. We do not own any real property but lease an office space. We believe that substantially all
of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity
to meet the current needs of our business.
PATENTS, TRADE NAMES,
TRADEMARKS AND COPYRIGHTS
Either directly or
through our subsidiaries, we have rights in various patents, trade names, trademarks, copyrights and other intellectual property
necessary to conduct our business. Our services may use the intellectual property of others, including licensed software. We may
occasionally license any future intellectual property to others as we deem appropriate.
c. LEGAL PROCEEDINGS
We may be subject
to various claims and legal actions arising in the ordinary course of business from time to time. We believe that the ultimate
resolution of these matters, whether individually or in the aggregate, will not have a material adverse effect on our business,
prospects, financial condition and results of operations.
At this time, the
Company has not been named in any lawsuits, nor is it a party to any existing lawsuits.
d. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Currently there is a limited public trading
market for our stock as quoted on the OTCQB under the symbol BEGI.
Rules Governing Low-price Stocks That
May Affect Our Shareholders’ Ability to Resell Shares of Our Common Stock
Our stock currently is traded on the OTCQB
under the symbol BEGI.
Quotations on the OTCQB reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subject
to certain rules adopted by the SEC that regulate broker-
dealer practices in connection with transactions
in “penny stocks.” Penny stocks generally are securities with a price of less than $5.00, other than securities registered
on certain national exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume
information with respect to transaction in such securities. The additional sales practice and disclosure requirements imposed upon
broker-dealers are and may discourage broker-dealers from effecting transactions in our shares which could severely limit the market
liquidity of the shares and impede the sale of shares in the secondary market.
The penny stock rules require broker-dealers,
prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the
purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure
documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition,
the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure
schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.
A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current
quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information
with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny
stocks.
Holders
As of the filing of this prospectus, we have
392 shareholders of record of our common stock. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements
and to the availability of current public information about us. Under Rule 144, a person who has not been an affiliate at any time
during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least 6 months,
is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, our shareholders
hold 159,074,757 shares. 46,000,000 shares underlying convertible notes may be sold pursuant to this Registration Statement.
Dividends
As of the filing of this registration statement,
we have not paid any dividends to shareholders. There are no restrictions which would limit our ability to pay dividends on common
equity or that are likely to do so in the future. The Delaware General Corporation Law, however, does prohibit us from declaring
dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become
due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that
would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
e. FINANCIAL STATEMENTS
The following is a complete list of the financial
statements filed as a part of this Report.
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September
30, 2021 and 2020
(Unaudited)
|
|
Page No. |
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
F-3 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
F-4 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT |
|
F-5 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
F-6 |
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
F-7 |
|
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2020 and 2019
(Audited)
|
|
Page No. |
|
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
F-19 |
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
F-20 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
F-21 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT |
|
F-22 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
F-23 |
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
F-24 |
|
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September
30, 2021 and 2020
(Unaudited)
Table
of Contents
|
|
Page No. |
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS |
|
F-3 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
F-4 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT |
|
F-5 |
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
F-6 |
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
|
F-7 |
|
CONSOLIDATED BALANCE SHEETS |
(Unaudited) |
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
Cash |
|
$ |
559,438 |
|
|
$ |
32,987 |
|
Prepaid expenses |
|
|
11,946 |
|
|
|
51,224 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
571,384 |
|
|
|
84,211 |
|
|
|
|
|
|
|
|
|
|
Fixed assets |
|
|
75,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
646,384 |
|
|
$ |
94,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
12,246 |
|
|
$ |
29,880 |
|
Accrued expenses |
|
|
51,072 |
|
|
|
4,517 |
|
Advances to related parties |
|
|
— |
|
|
|
18,780 |
|
Convertible notes payable, net of discounts of $715,977 |
|
|
|
|
|
|
|
|
and $158,390 at September 30, 2021 and December 31, 2020 |
|
|
427,048 |
|
|
|
25,885 |
|
Notes payable |
|
|
30,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
520,366 |
|
|
|
129,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
Preferred stock, 10,000,000 shares authorized; |
|
|
|
|
|
|
|
|
$0.001 par value; 1,000,000 shares issued and outstanding |
|
|
1,000 |
|
|
|
1,000 |
|
Common stock, 700,000,000 shares authorized; $0.001 par value |
|
|
. |
|
|
|
|
|
122,627,383 and 101,063,806 shares issued and outstanding |
|
|
|
|
|
|
|
|
at September 30, 2021 and December 31, 2020 |
|
|
122,627 |
|
|
|
101,063 |
|
Additional paid in capital |
|
|
7,775,766 |
|
|
|
5,829,279 |
|
Accumulated deficit |
|
|
(7,773,375 |
) |
|
|
(5,966,193 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders' equity (deficit) |
|
|
126,018 |
|
|
|
(34,851 |
) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit |
|
$ |
646,384 |
|
|
$ |
94,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR ENTERPRISE GROUP, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Operating expenses |
|
|
|
|
|
|
|
|
Legal and professional |
|
|
23,572 |
|
|
$ |
13,028 |
|
|
$ |
69,876 |
|
|
$ |
62,819 |
|
Management consulting - related party |
|
|
93,500 |
|
|
|
33,500 |
|
|
|
242,642 |
|
|
|
59,910 |
|
General and administrative |
|
|
273,777 |
|
|
|
10,935 |
|
|
|
468,950 |
|
|
|
40,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
390,849 |
|
|
|
57,463 |
|
|
|
781,468 |
|
|
|
163,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of discount on convertible notes |
|
|
306,396 |
|
|
|
56,733 |
|
|
|
656,485 |
|
|
|
116,249 |
|
Amortization of convertible debt issuance costs |
|
|
22,152 |
|
|
|
17,438 |
|
|
|
46,116 |
|
|
|
27,015 |
|
Loss on note payable conversions |
|
|
— |
|
|
|
277,607 |
|
|
|
166,422 |
|
|
|
574,715 |
|
Interest expense |
|
|
53,556 |
|
|
|
16,551 |
|
|
|
156,691 |
|
|
|
49,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
|
|
382,104 |
|
|
|
368,329 |
|
|
|
1,025,714 |
|
|
|
767,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
$ |
(772,953 |
) |
|
$ |
(425,792 |
) |
|
$ |
(1,807,182 |
) |
|
$ |
(930,944 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per share - basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding - basic and diluted |
|
|
121,802,836 |
|
|
|
67,576,016 |
|
|
|
113,486,557 |
|
|
|
56,747,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR ENTERPRISE GROUP, INC. |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) |
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid in Capital |
|
Common Stock Subject to Cancellation |
|
Common Stock to be Issued |
|
Accumulated Deficit |
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - June 30, 2021 |
|
|
118,078,138 |
|
|
$ |
118,078 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
7,482,400 |
|
|
$ |
(250,000 |
) |
|
$ |
— |
|
|
$ |
(7,000,422 |
) |
|
$ |
351,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of notes and interest |
|
|
4,549,245 |
|
|
|
4,549 |
|
|
|
— |
|
|
|
— |
|
|
|
57,116 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
61,665 |
|
Beneficial conversion feature of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
236,250 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
236,250 |
|
Shares issued subject to cancellation realized |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
250,000 |
|
|
|
— |
|
|
|
— |
|
|
|
250,000 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(772,953 |
) |
|
|
(772,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances -September 30, 2021 |
|
|
122,627,383 |
|
|
$ |
122,627 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
7,775,766 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(7,773,375 |
) |
|
$ |
126,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances -June 30, 2020 |
|
|
60,374,137 |
|
|
$ |
60,374 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
4,571,739 |
|
|
$ |
— |
|
|
$ |
11,000 |
|
|
$ |
(4,905,754 |
) |
|
$ |
(261,641 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of notes and interest |
|
|
13,715,016 |
|
|
|
13,715 |
|
|
|
— |
|
|
|
— |
|
|
|
49,306 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
63,021 |
|
Beneficial conversion feature of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
43,000 |
|
Shares issued for loan costs at $0.02 per share |
|
|
550,000 |
|
|
|
550 |
|
|
|
— |
|
|
|
— |
|
|
|
10,450 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,000 |
|
Issuance of common stock to be issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,000 |
) |
|
|
— |
|
|
|
(11,000 |
) |
Loss on debt conversion |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
277,608 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
277,608 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(425,792 |
) |
|
|
(425,792 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - September 30, 2020 |
|
|
74,639,153 |
|
|
$ |
74,639 |
|
|
$ |
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
4,952,103 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(5,331,546 |
) |
|
$ |
(303,804 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
BLACKSTAR ENTERPRISE GROUP, INC. |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid in Capital |
|
Common Stock Subject to Cancellation |
|
Accumulated Deficit |
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - December 31, 2020 |
|
|
101,063,806 |
|
|
$ |
101,063 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
5,829,279 |
|
|
$ |
— |
|
|
$ |
(5,966,193 |
) |
|
$ |
(34,851 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of notes and interest |
|
|
12,018,049 |
|
|
|
12,018 |
|
|
|
— |
|
|
|
— |
|
|
|
359,114 |
|
|
|
— |
|
|
|
— |
|
|
|
371,132 |
|
Beneficial conversion feature of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,153,250 |
|
|
|
— |
|
|
|
— |
|
|
|
1,153,250 |
|
Shares issued for loan costs |
|
|
300,000 |
|
|
|
300 |
|
|
|
— |
|
|
|
— |
|
|
|
23,700 |
|
|
|
— |
|
|
|
— |
|
|
|
24,000 |
|
Shares issued for financing fees |
|
|
1,078,862 |
|
|
|
1,079 |
|
|
|
— |
|
|
|
— |
|
|
|
41,923 |
|
|
|
— |
|
|
|
— |
|
|
|
43,002 |
|
Shares issued for software development |
|
|
500,000 |
|
|
|
500 |
|
|
|
— |
|
|
|
— |
|
|
|
19,500 |
|
|
|
— |
|
|
|
— |
|
|
|
20,000 |
|
Shares issued subject to cancellation |
|
|
7,666,666 |
|
|
|
7,667 |
|
|
|
— |
|
|
|
— |
|
|
|
349,000 |
|
|
|
(356,667 |
) |
|
|
— |
|
|
|
— |
|
Shares issued subject to cancellation realized |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
356,667 |
|
|
|
— |
|
|
|
356,667 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,807,182 |
) |
|
|
(1,807,182 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - September 30, 2021 |
|
|
122,627,383 |
|
|
$ |
122,627 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
7,775,766 |
|
|
$ |
— |
|
|
$ |
(7,773,375 |
) |
|
$ |
126,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - December 31, 2019 |
|
|
48,003,443 |
|
|
$ |
48,003 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
4,117,321 |
|
|
$ |
— |
|
|
$ |
(4,400,602 |
) |
|
$ |
(234,278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjust for shares issued directly from IHG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
retirement to treasury at December 31, 2019 |
|
|
(150,000 |
) |
|
|
(150 |
) |
|
|
— |
|
|
|
— |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Shares issued for conversion of notes and interest |
|
|
26,235,710 |
|
|
|
26,236 |
|
|
|
— |
|
|
|
— |
|
|
|
678,182 |
|
|
|
— |
|
|
|
— |
|
|
|
704,418 |
|
Beneficial conversion feature of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
146,000 |
|
|
|
— |
|
|
|
— |
|
|
|
146,000 |
|
Shares issued for loan costs |
|
|
550,000 |
|
|
|
550 |
|
|
|
— |
|
|
|
— |
|
|
|
10,450 |
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(930,944 |
) |
|
|
(930,944 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - September 30, 2020 |
|
|
74,639,153 |
|
|
$ |
74,639 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
4,952,103 |
|
|
$ |
— |
|
|
$ |
(5,331,546 |
) |
|
$ |
(303,804 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
BLACKSTAR ENTERPRISE GROUP, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 |
(Unaudited) |
|
|
|
|
|
|
|
2021 |
|
2020 |
Cash Flows From Operating Activities |
|
|
|
|
Net (loss) |
|
$ |
(1,807,182 |
) |
|
$ |
(930,944 |
) |
Adjustments to reconcile net loss to net cash used |
|
|
|
|
|
|
|
|
in operating activities |
|
|
|
|
|
|
|
|
Amortization of convertible note issue costs |
|
|
46,116 |
|
|
|
27,015 |
|
Amortization of discounts on convertible notes |
|
|
656,485 |
|
|
|
116,249 |
|
Amortization of discounts on convertible note interest |
|
|
41,812 |
|
|
|
10,503 |
|
Loss on conversion of notes payable |
|
|
166,422 |
|
|
|
574,715 |
|
Interest and loan fees paid in stock |
|
|
423,779 |
|
|
|
36,355 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Decrease in prepaids |
|
|
39,278 |
|
|
|
7,301 |
|
(Decrease) in accounts payable |
|
|
(17,634 |
) |
|
|
(3,549 |
) |
Increase in accrued payables |
|
|
56,655 |
|
|
|
9,700 |
|
|
|
|
|
|
|
|
|
|
Cash used in operating activities |
|
|
(394,269 |
) |
|
|
(152,655 |
) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Purchase of software |
|
|
(45,000 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash used in investing activities |
|
|
(45,000 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Increase in notes payable |
|
|
— |
|
|
|
165,000 |
|
Repayments of notes payable |
|
|
(20,000 |
) |
|
|
— |
|
Repayments in advances from related party |
|
|
(18,780 |
) |
|
|
(22,590 |
) |
Proceeds from convertible notes, net of offering costs |
|
|
|
|
|
|
|
|
and original issue discount |
|
|
1,004,500 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
965,720 |
|
|
|
142,410 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
526,451 |
|
|
|
(10,245 |
) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
32,987 |
|
|
|
33,251 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
559,438 |
|
|
$ |
23,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing |
|
|
|
|
|
|
|
|
and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature initially recorded as debt discount |
|
$ |
1,153,250 |
|
|
$ |
— |
|
Notes payable and interest converted to common stock |
|
$ |
204,741 |
|
|
$ |
129,703 |
|
Common stock issued for software |
|
$ |
20,000 |
|
|
$ |
— |
|
Common stock to be issued for loan costs |
|
$ |
67,002 |
|
|
$ |
11,000 |
|
|
|
|
|
|
|
|
|
|
Cash paid for interest on debt |
|
$ |
2,750 |
|
|
$ |
1,650 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
AND BASIS OF PRESENTATION
BlackStar Enterprise Group, Inc.
(the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08,
Inc. The Company changed its name to BlackStar Enterprise Group, Inc. in 2016 when new management and capital were introduced.
On January 25, 2016, International
Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. In lieu of the 95% of common
shares originally agreed upon, IHG received 44,400,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock.
IHG is our controlling shareholder and is engaged in providing management services and capital consulting to companies. IHG and
BlackStar are currently managed and controlled by two individuals each of whom is a beneficial owner of approximately an additional
7% of the Company’s common stock.
The Company intends to act as a
merchant banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar intends to offer consulting
and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues.
BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary,
Crypto Equity Management Corp (“CEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and
may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the
businesses with capital. BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc. (“Crypto”) in 2017.
Crypto’s business plan is to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines
and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services
contract.
Basis of presentation
The accompanying unaudited financial
statements have been prepared in accordance with United States generally accepted accounting principles for financial information
and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted
accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material
change in the information disclosed in the notes to the financial statements for the year ended December 31, 2020 included in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements
are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures
generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for
a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended
September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
These unaudited consolidated financial
statements include BlackStar and its wholly owned subsidiaries: Crypto Equity Management Corp. and Crypto Industry SRO Inc. and
were prepared from the accounts of the Company in accordance with US GAAP. All significant intercompany transactions and balances
have been eliminated on consolidation.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 2 – GOING CONCERN
The Company's financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the financial statements for the nine months ended September 30, 2021 and the year ended
December 31, 2020, the Company has generated no revenues and has incurred losses. As of September 30, 2021, the Company had cash
of $559,438, working capital of $51,018 and an accumulated deficit of $7,773,375. These conditions raise substantial doubt as to
the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon
the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business.
Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases
its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources.
The Company’s significant
estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments;
the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern.
Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached
to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its
estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions.
After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those
estimates.
Recent pronouncements
Management has evaluated accounting
standards and interpretations issued but not yet effective as of September 30, 2021 and does not expect such pronouncements to
have a material impact on the Company’s financial position, operations, or cash flows.
Reclassifications
Certain amounts in
the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 4 – STOCKHOLDERS’
EQUITY (DEFICIT)
Preferred Stock
The Company has an authorized number
of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares
of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio
of 100 shares of the common stock of the Company for each share of preferred stock of the Company.
Common Stock
During
the nine months ended September 30, 2021, the Company issued shares of its common stock as follows:
- 12,018,049
shares for conversion of $371,132 principal and interest on convertible note payable.
- 300,000
shares valued at $24,000 ($0.08 per share) to a convertible note holder as consideration for the Company’s entering into
certain third-party transactions which were in default of the convertible promissory note, security purchase agreement and other
related documents entered into on November 16, 2020.
- 1,078,8623
shares valued at $43,002 as consideration for financing fees for loans made to the Company.
- 500,000
shares valued at $20,000 ($0.04 per share) as partial consideration for software development costs.
- 2,666,666
shares valued at $106,667 ($0.04 per share) to a convertible note holder. These shares have been issued as condition that the
Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company
upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated
in the agreement with the note holder, and accordingly the $106,667 value of the shares has been charged to operations during
the nine months ended September 30, 2021.
- 5,000,000
shares valued at $250,000 ($0.05 per share) to a convertible note holder. These shares were issued as condition that the Company
files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon
the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in
the agreement with the note holder, and accordingly the $250,000 value of the shares has been charged to operations during the
nine months ended September 30, 2021.
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE
5 – WARRANTS
In April 2019,
the Company issued a convertible note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to
the holder for the purchase 440,000 shares of the Company’s common stock. The warrants are exercisable at $0.25 per share
for a term of 5 years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following
assumptions: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The $132.953 fair
value of the warrants was charged to operations when issued during the year ended December 31, 2019. At September 30, 2021, the
intrinsic value of the outstanding warrants was $0, as the trading price of the Company’s common stock at that date was
less than the underlying exercise price of the warrants.
A
summary of warrant activity during the nine months ended September 30, 2021 is presented below:
|
|
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
|
|
|
|
|
|
|
Outstanding and exercisable
– December 31, 2020 |
|
|
|
540,000 |
|
|
$ |
0.31 |
|
|
|
2.24 |
|
|
Exercised |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable – September
30, 2021 |
|
|
|
540,000 |
|
|
$ |
0.31 |
|
|
|
2.24 |
|
NOTE
6 – CONVERTIBLE NOTES
GS
CAPITAL PARTNERS
On
December 4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is
$55,000 at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received
$45,000 net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and
placement costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion
of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to
the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common
stock. There are no warrants or options attached to this note.
The
Company has recorded the conversion feature as a beneficial conversion feature of $55,000. The fair value of $55,000 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading
prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature
of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
During
the nine months ended September 30, 2021, GS Capital elected to convert the $55,000 principal and $2.936 accrued interest due
on the note into 3,612,003 shares of the Company’s common stock under the conversion provision and terms of the note agreement.
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE
6 – CONVERTIBLE NOTES (continued)
POWER
UP LENDING GROUP
(i)
On July 24, 2020, the Company entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021.
The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance.
The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous
20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of
the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved 41,876,318
shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,000. These fees and
costs are being amortized over the term of the note. The Company has recorded the conversion feature as a beneficial conversion
feature. The fair value of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair
value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management
has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there
will be no revaluations until the note is paid or redeemed for stock.
On
January 28, 2021, Power Up elected to convert the total principal and interest due on their note of July 24, 2020 in the principal
amount of $43,000 and $2,150 of accrued and unpaid interest thereon into 2,894,231 shares of the Company’s common stock
at $0.0156 per share. The Company recognized a loss on conversion of $41,677.
(ii)
On October 8, 2020, the Company received the proceeds from a financing agreement entered into with Power Up Lending Group on September
24, 2020 to borrow $53,000. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days
after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s
common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock
received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and
the Company has reserved 25,429,828 shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering
costs of $3,000. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $53,000
for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on
the trading price of the Company’s common stock as of the date of the note.
Management
has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there
will be no revaluations until the note is paid or redeemed for stock.
On
April 12, 2021, Power Up elected to convert the total principal and interest due on their note of October 8, 2020 in the principal
amount of $53,000 and $2,650 of accrued and unpaid interest thereon into 1,939,024 shares of the Company’s common stock
at $0.0287 per share. The Company recognized a loss on conversion of $80,082.
(iii)
On January 15, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $43,500. The note bears
interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion
price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note, and the Company has reserved 20,871,651 shares for conversion.
Net proceeds from the loan were $40,000, after legal fees of $3,500. The Company has recorded the conversion feature as a beneficial
conversion feature. The fair value of $43,500 for the expense portion of the
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 6 –
CONVERTIBLE NOTES (continued)
note
is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s
common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature
of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
In
July 2021, Power Up elected to convert (in two tranches) the total principal of $43,500 due on the note, together with accrued
unpaid interest of $2,175, into an aggregate 3,572,791 shares of the Company’s common stock (1,304,348 shares at $0.0138
per share and 2,268,443 shares at $0.0122 per share) under the conversion provision and terms of the note agreement.
(iv)
On March 31, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears
interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion
price is to be calculated at 63% of the lowest trading price of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion.
On April 1, 2021, the Company received the net proceeds from the loan of $100,000, after legal fees and offering costs of $3,500.
(See Note 9)
(v)
On July 26, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $103,750. The note
matures on July 26, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at
any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest
closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender
agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or
options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 34,220,756
shares for conversion. The Company received net proceeds from the loan of $100,000, after legal and financing fees of $3,750.
(vi)
On July 28, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $78,750. The note
matures on July 28, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at
any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest
closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender
agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or
options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 36,346,153
shares for conversion. The Company received net proceeds from the loan of $75,000, after legal and financing fees of $3,750.
(vii)
On September 1, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $53,750. The note
matures on September 1, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder,
at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two
lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion.
The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no
warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved
17,348,036 shares for conversion. The Company received net proceeds from the loan of $50,000, after legal and financing fees of
$3,750.
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE
6 – CONVERTIBLE NOTES (continued)
QUICK
CAPITAL LLC
On
November 23, 2020, the Company entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of
July 16, 2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s
common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock
for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less
than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has
reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275.
The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $33,275 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price
of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given
the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed
for stock. As of September 30, 2021, the Company is in default on this note.
SE
HOLDINGS LLC
On
January 26, 2021, the Company entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest
at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be
calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous twenty
trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the
total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000
shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering
costs of $22,500. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $220,000
for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on
the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment
is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the
note is paid or redeemed for stock
ADAR
ALEF LLC
On
April 29, 2021, the Company entered into a financing agreement with Adar Alef, LLC to borrow $550,000. The note bears interest
at 10%, with a default rate of 24%, and is convertible at the option of the holder, at any time after the date of issuance. The
conversion price is to be calculated at 50% of the average of the three lowest closing bid prices of the Company’s common
stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received
to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company
has reserved 86,105,000 shares for conversion The Company received the net proceeds from the loan of $462,000, after original
issue discount, legal fees and offering costs of $88,000.
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE
6 – CONVERTIBLE NOTES (continued)
Convertible
notes payable at September 30, 2021 and December 31, 2020 are summarized as follows:
Holder |
|
Face
Amount |
|
Interest
Rate |
|
Due
Date |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
GS Capital
Partners |
|
$ |
55,000 |
|
|
|
10 |
% |
|
December
2, 2021 |
|
$ |
—
|
|
|
$ |
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power UP Lending
Group |
|
$ |
43,000 |
|
|
|
10 |
% |
|
July
24, 2021 |
|
$ |
— |
|
|
$ |
43,000 |
|
|
|
$ |
53,000 |
|
|
|
10 |
% |
|
September
24, 2021 |
|
$ |
— |
|
|
$ |
53,000 |
|
|
|
$ |
43,500 |
|
|
|
10 |
% |
|
January
15, 2022 |
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
103,500 |
|
|
|
10 |
% |
|
March
31, 2022 |
|
$ |
103,500 |
|
|
$ |
— |
|
|
|
$ |
103,750 |
|
|
|
10 |
% |
|
July
26, 2022 |
|
$ |
103,750 |
|
|
$ |
— |
|
|
|
$ |
78,750 |
|
|
|
10 |
% |
|
July
28, 2022 |
|
$ |
78,750 |
|
|
$ |
— |
|
|
|
$ |
53,750 |
|
|
|
10 |
% |
|
September
1, 2022 |
|
$ |
53,750 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SE Holdings LLC |
|
$ |
220,000 |
|
|
|
10 |
% |
|
January
26, 2022 |
|
$ |
220,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Capital LLC |
|
$ |
33,275 |
|
|
|
10 |
% |
|
July
16, 2021 |
|
$ |
33,275 |
|
|
$ |
33,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adar Alef LLC |
|
$ |
550,000 |
|
|
|
10 |
% |
|
April
29, 2022 |
|
$ |
550,000 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount |
|
|
|
|
|
|
|
|
|
|
|
$ |
(715,977 |
) |
|
$ |
(158,390 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
427,048 |
|
|
$ |
25,885 |
|
NOTE
7 – NOTES PAYABLE
On
November 18, 2020, outstanding loans to the two individuals were rolled over and extended into two new loans in the amounts of
$20,000 and $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate
$5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of
the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes.
Effective
May 18, 2021, each of the loan holders was repaid $10,000 principal and accrued interest of $1,100 and $1,650. The two notes were
rolled into new loans in the amounts of $10,000 and $20,000, due November 18, 2021 with interest at 11%. In addition, the two
individuals were issued an aggregate 300,000 shares of the Company’s common stock valued at $12,000 ($0.04 per share).
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE
8 – RELATED PARTY TRANSACTIONS
In
support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that
the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.
There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and
have not been formalized by a promissory note.
IHG,
controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement
that defines the compensation to be paid. For the nine months ended September 30, 2021 and 2020 the Company recorded related party
management fees of $242,642 and $59,910, respectively.
During the year ended December 31,
2020, there were no advances from related parties, and the Company repaid $23,070 to its parent company, IHG. During the nine
months ended September 30, 2021, $18,780 was repaid to a former officer of the Company.
NOTE
9 – SUBSEQUENT EVENTS
On
October 1, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $78,750. The note matures
on October 1, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any
time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest
closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender
agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or
options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 23,954,227
shares for conversion. The Company received net proceeds from the loan of $75,000, after legal and financing fees of $3,750.
On
October 11, 2021, the Company entered into a financing agreement with GS Capital Partners LLC to borrow $60,000. The note matures
on October 11, 2022, bears interest at 8%, with a default rate of 24%, and is convertible at the option of the holder, at any
time after 180 days of the date of issuance. The conversion price is to be calculated at 60% of the lowest trading price of the
Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the
amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to
the note. There are no warrants or options attached to this note. The Company received net proceeds from the loan of $50,000,
after legal and financing fees of $10,000.
In
October 2021, Power Up elected to convert (in three tranches) the total principal of $103,500 due on their note of March 31, 2021,
together with accrued unpaid interest thereon of $5,175, into an aggregate 6,061,936 shares of the Company’s common stock
(2,358,232 shares at $0.0164 per share and 3,703,704 shares at $0.0189 per share) under the conversion provision and terms of
the note agreement.
The
Company has analyzed its operations subsequent to September 30, 2021 through the date that these financial statements were issued,
and has determined that it does not have any additional material subsequent events to disclose.
BLACKSTAR
ENTERPRISE GROUP, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
For the years
ended December 31, 2020 and 2019
(Audited)
Table
of Contents
(Audited)
|
|
Page
No. |
|
|
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
F-19 |
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS |
|
F-20 |
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS |
|
F-21 |
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF STOCKHOLDER’S DEFICIT |
|
F-22 |
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
|
F-23 |
|
|
|
|
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS |
|
F-24 |
|
Report
of Independent Registered Public Accounting Firm
To
the shareholders and the board of directors of Blackstar Enterprise Group, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Blackstar Enterprise Group, Inc. (the “Company”) as of
December 31, 2020 and 2019, the related statements of operations, stockholders’ equity (deficit), and cash flows for the
years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020
and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has generated no revenues to date, suffered recurring losses from operations,
has negative working capital, and has a significant accumulated deficit. In addition, the Company continues to experience negative
cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engage to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
/s/
BF Borgers CPA PC
We
have served as the Company’s auditor since 2016.
Lakewood,
CO
April
12, 2021
BLACKSTAR
ENTERPRISE GROUP, INC. |
CONSOLIDATED
BALANCE SHEETS |
DECEMBER
31, 2020 AND 2019 |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
Cash |
|
$ |
32,987 |
|
|
$ |
33,251 |
|
Prepaid
expenses |
|
|
51,224 |
|
|
|
10,557 |
|
|
|
|
|
|
|
|
|
|
Total
current assets |
|
|
84,211 |
|
|
|
43,808 |
|
|
|
|
|
|
|
|
|
|
Fixed
assets |
|
|
10,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total
Assets |
|
$ |
94,211 |
|
|
$ |
43,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts
payable |
|
$ |
29,880 |
|
|
$ |
57,392 |
|
Accrued
payables |
|
|
4,517 |
|
|
|
3,636 |
|
Advances
to related parties |
|
|
18,780 |
|
|
|
41,850 |
|
Convertible
notes payable, net of discounts of $158,390 |
|
|
|
|
|
|
|
|
and
$101,648 at December 31, 2020 and 2019 |
|
|
25,885 |
|
|
|
145,208 |
|
Notes
payable |
|
|
50,000 |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
Total
current liabilities |
|
|
129,062 |
|
|
|
278,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Deficit |
|
|
|
|
|
|
|
|
Preferred
stock, 10,000,000 shares authorized; |
|
|
|
|
|
|
|
|
$0.001
par value; 1,000,000 shares issued and outstanding |
|
|
1,000 |
|
|
|
1,000 |
|
Common
stock, 700,000,000 and 200,000,000 shares authorized |
|
|
|
|
|
|
|
|
at
December 31, 2020 and 2019; $0.001 par value; |
|
|
|
|
|
|
|
|
101,063,806
and 48,003,443 shares issued and outstanding |
|
|
|
|
|
|
|
|
at December
31, 2020 and 2019 |
|
|
101,063 |
|
|
|
48,003 |
|
Additional
paid in capital |
|
|
5,829,279 |
|
|
|
4,117,321 |
|
Accumulated
deficit |
|
|
(5,966,193 |
) |
|
|
(4,400,602 |
) |
|
|
|
|
|
|
|
|
|
Total
stockholders’ deficit |
|
|
(34,851 |
) |
|
|
(234,278 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Deficit |
|
$ |
94,211 |
|
|
$ |
43,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR
ENTERPRISE GROUP, INC. |
CONSOLIDATED
STATEMENTS OF OPERATIONS |
FOR
THE YEARS ENDED DECEMBER 31, 2020 AND 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
Depreciation |
|
|
— |
|
|
|
300 |
|
Legal and professional |
|
|
71,032 |
|
|
|
102,909 |
|
Management consulting
- related party |
|
|
100,530 |
|
|
|
104,720 |
|
General
and administrative |
|
|
59,620 |
|
|
|
40,408 |
|
|
|
|
|
|
|
|
|
|
Total
operating expenses |
|
|
231,182 |
|
|
|
248,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
|
|
|
|
|
|
|
|
Amortization
of discount on convertible notes |
|
|
218,318 |
|
|
|
111,759 |
|
Amortization
of convertible debt issuance costs |
|
|
32,722 |
|
|
|
5,543 |
|
Loss on
note payable conversions |
|
|
1,006,558 |
|
|
|
300,886 |
|
Warrant
expense |
|
|
— |
|
|
|
132,593 |
|
Interest
expense |
|
|
76,811 |
|
|
|
80,151 |
|
|
|
|
|
|
|
|
|
|
Other
expense (income) |
|
|
1,334,409 |
|
|
|
630,932 |
|
|
|
|
|
|
|
|
|
|
Net (loss) |
|
$ |
(1,565,591 |
) |
|
$ |
(879,269 |
) |
|
|
|
|
|
|
|
|
|
Net (loss) per share - basic and
diluted |
|
|
|
|
|
|
|
|
|
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares |
|
|
|
|
|
|
|
|
outstanding
- basic and diluted |
|
|
64,648,686 |
|
|
|
52,033,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of these consolidated financial statements. |
BLACKSTAR
ENTERPRISE GROUP, INC. |
CONSOLIDATED
STATEMENTS OF STOCKHOLDER’S DEFICIT |
FOR
THE YEARS ENDED DECEMBER 31, 2019 AND 2020 |
|
|
|
|
|
|
|
|
Common
Stock |
|
Preferred
Stock |
|
|
|
|
|
|
|
|
Amount |
|
|
|
Amount |
|
Additional
Paid |
|
Accumulated |
|
Stockholders’ |
|
|
|
|
Shares |
|
($0.001Par) |
|
Shares |
|
($0.001Par) |
|
in
Capital |
|
Deficit |
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
- December 31, 2018 |
|
|
52,000,000 |
|
|
$ |
52,000 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
3,373,353 |
|
|
$ |
(3,521,333 |
) |
|
$ |
(94,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for
interest on loans |
|
|
150,000 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
|
48,850 |
|
|
|
— |
|
|
|
49,000 |
|
Shares issued for
conversion on notes payable |
|
|
2,993,334 |
|
|
|
2,993 |
|
|
|
— |
|
|
|
— |
|
|
|
365,262 |
|
|
|
— |
|
|
|
368,255 |
|
Shares cancelled |
|
|
(7,289,891 |
) |
|
|
(7,290 |
) |
|
|
— |
|
|
|
— |
|
|
|
7,290 |
|
|
|
— |
|
|
|
— |
|
Fair value of warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
132,593 |
|
|
|
— |
|
|
|
132,593 |
|
Conversion feature
of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
186,073 |
|
|
|
— |
|
|
|
186,073 |
|
Shares issued for
extension of note payable |
|
|
150,000 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
|
3,900 |
|
|
|
— |
|
|
|
4,050 |
|
Net
loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(879,269 |
) |
|
|
(879,269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances - December
31, 2019 |
|
|
48,003,443 |
|
|
|
48,003 |
|
|
|
1,000,000 |
|
|
|
1,000 |
|
|
|
4,117,321 |
|
|
|
(4,400,602 |
) |
|
|
(234,278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjust for shares
issued directly from IHG retirement to treasury at December 31, 2019 |
|
|
(150,000 |
) |
|
|
(150 |
) |
|
|
— |
|
|
|
— |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
Shares issued for
conversion of notes and interest |
|
|
50,411,141 |
|
|
|
50,411 |
|
|
|
— |
|
|
|
— |
|
|
|
1,349,712 |
|
|
|
— |
|
|
|
1,400,123 |
|
Conversion feature
of convertible note |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
287,275 |
|
|
|
— |
|
|
|
287,275 |
|
Shares issued for
loan costs at $0.02 per share |
|
|
550,000 |
|
|
|
550 |
|
|
|
— |
|
|
|
— |
|
|
|
10,450 |
|
|
|
— |
|
|
|
11,000 |
|
Shares issued for
loan costs at $0.0257 per share |
|
|
199,222 |
|
|
|
199 |
|
|
|
— |
|
|
|
— |
|
|
|
4,921 |
|
|
|
— |
|
|
|
5,120 |
|
Shares issued for
loan costs at $0.03 per share |
|
|
2,050,000 |
|
|
|
2,050 |
|
|
|
— |
|
|
|
— |
|
|
|
59,450 |
|
|
|
— |
|
|
|
61,500 |
|
Net
loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,565,591 |
) |
|
|
(1,565,591 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
- December 31, 2020 |
|
|
101,063,806 |
|
|
$ |
101,063 |
|
|
|
1,000,000 |
|
|
$ |
1,000 |
|
|
$ |
5,829,279 |
|
|
$ |
(5,966,193 |
) |
|
$ |
(34,851 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR
ENTERPRISE GROUP, INC. |
CONSOLIDATED STATEMENTS
OF CASH FLOWS |
FOR
THE YEARS ENDED DECEMBER 31, 2020 AND 2019 |
|
|
|
|
|
|
|
2020 |
|
2019 |
Cash Flows From Operating Activities |
|
|
|
|
Net (loss) |
|
$ |
(1,565,591 |
) |
|
$ |
(879,269 |
) |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash
used |
|
|
|
|
|
|
|
|
in operating activities |
|
|
|
|
|
|
|
|
Depreciation |
|
|
— |
|
|
|
300 |
|
Amortization of
convertible note issue costs |
|
|
32,722 |
|
|
|
5,543 |
|
Amortization of
discounts on convertible notes |
|
|
218,318 |
|
|
|
111,759 |
|
Amortization of
prepaid interest |
|
|
11,889 |
|
|
|
— |
|
Loss on conversion
of notes payable |
|
|
1,006,558 |
|
|
|
300,886 |
|
Interest and loan
fees paid in stock |
|
|
116,208 |
|
|
|
75,248 |
|
Warrant expense |
|
|
— |
|
|
|
132,593 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Decrease
(increase) in prepaids |
|
|
(40,667 |
) |
|
|
(10,557 |
) |
Increase
(decrease) in accounts payable |
|
|
(27,512 |
) |
|
|
40,558 |
|
Increase
(decrease) in accrued payables |
|
|
881 |
|
|
|
3,253 |
|
|
|
|
|
|
|
|
|
|
Cash used in
operating activities |
|
|
(247,194 |
) |
|
|
(219,686 |
) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Purchase of
software |
|
|
(10,000 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash used in
investing activities |
|
|
(10,000 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from
convertible notes, net of offering costs |
|
|
|
|
|
|
|
|
and
original issue discount |
|
|
260,000 |
|
|
|
206,150 |
|
Increase in notes
payable |
|
|
25,000 |
|
|
|
30,000 |
|
Repayments of
notes payable |
|
|
(5,000 |
) |
|
|
— |
|
Increase in advances
to related party |
|
|
— |
|
|
|
10,468 |
|
Repayments
of advances to related party |
|
|
(23,070 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net cash provided
by financing activities |
|
|
256,930 |
|
|
|
246,618 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
(264 |
) |
|
|
26,932 |
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
33,251 |
|
|
|
6,319 |
|
|
|
|
|
|
|
|
|
|
Cash, end of
period |
|
$ |
32,987 |
|
|
$ |
33,251 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for
interest |
|
$ |
4,676 |
|
|
$ |
1,650 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing |
|
|
|
|
|
|
|
|
and financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
for loan costs on non-convertible notes |
|
$ |
77,121 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Notes payable
and interest converted to common stock |
|
$ |
387,344 |
|
|
$ |
67,370 |
|
|
|
|
|
|
|
|
|
|
Beneficial conversion
feature initially recorded as debt discount |
|
$ |
287,275 |
|
|
$ |
186,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying
notes are an integral part of these consolidated financial statements. |
|
BLACKSTAR
ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
YEARS ENDED
DECEMBER 31, 2020 AND 2019
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
BlackStar
Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December
18, 2007 as NPI08, Inc. The Company changed its name to Blackstar Energy Group, Inc. in 2010; and to BlackStar Enterprise Group,
Inc. in 2016 when new management and capital were introduced.
On
January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company,
and in August 2016 the name was changed to BlackStar. In lieu of the 95% of common shares originally agreed upon, IHG received
44,400,000 shares of common stock, of which IHG currently owns 4,792,702 shares due to anti-dilutive cancellation of shares by
management, and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management
services and capital consulting to companies. IHG and BlackStar are currently managed and controlled by two individuals each of
whom is a beneficial owner of an additional 9% of the Company’s common stock.
The
Company intends to act as a merchant banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar
intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities,
tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures
through a wholly-owned subsidiary, Crypto Equity Management Corp (“CEMC”). BlackStar intends to serve businesses in
their early corporate lifecycles and may provide funding in the forms of ventures in which they control the venture until divestiture
or spin-off by developing the businesses with capital. BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc.
(“Crypto”) in 2017. Crypto’s business plan is to act as a self-regulatory membership organization for the crypto-equity
industry and set guidelines and best-practice rules by which industry members would abide. BlackStar will provide management of
this entity under a services contract.
Basis
of presentation
The
accompanying consolidated financial statements include BlackStar and its wholly owned subsidiaries: Crypto Equity Management Corp.
and Crypto Industry SRO Inc., and were prepared from the accounts of the Company in accordance with accounting principles generally
accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated
on consolidation.
NOTE
2 – GOING CONCERN
The
Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the years ended
December 31, 2020 and 2019, the Company has generated no revenues and has incurred losses. As of December 31, 2020, the Company
had cash of $32,987, negative working capital of ($44,851) and an accumulated deficit of ($5,966,193). These conditions raise
substantial doubt as to the Company’s ability to continue as a going concern. These financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.The continuation of the Company
as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations
from the Company’s planned business. Management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
policies refer to specific accounting principles and the methods of applying those principles to fairly present the Company’s
financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed
below include those that management has determined to be the most appropriate in preparing the Company’s financial statements
and are not discussed in a separate footnote.
Cash
and cash equivalents
The
Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments
with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2020 and 2019, the Company had no deposits
in excess of the FDIC insured limits.
Revenue
recognition
The
Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract
with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate
the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company
currently has no sources of revenue.
Basic
and Diluted Loss per Share
The
Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic
260) which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.
Basic EPS would exclude any dilutive effects of options, warrants, and convertible securities but does include the restricted
shares of common stock issued. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to
issue common stock were exercised or converted to common stock. Basic EPS calculations are determined by dividing net income by
the weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by
dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Under current
Company policy the majority stockholder International Hedge Group has and intends to surrender an equivalent number of common
shares each time shares are sold or converted from other instruments. As a result, the EPS is the same for basic and diluted shares.
Income
Taxes
The
Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities
are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases.
The
Company maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon
the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position
and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carry-forward period under Federal tax laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the
related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Carrying
Value, Recoverability and Impairment of Long-Lived Assets
The
Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s
long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount
of an asset may not be recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated
with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying
amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived
assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally
estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The
Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant
under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant
changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired
assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv)
increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time;
and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more
frequently upon the occurrence of such events.
The
impairment charges, if any, are included in operating expenses in the accompanying statements of operations.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources.
The
Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair
value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company
will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact
that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to
measure or value.
Management
regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience
and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results
could differ from those estimates.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair
Value of Financial Instruments
The
estimated fair values of financial instruments were determined by management using available market information and appropriate
valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of
their short maturities.
Long
Lived Assets
In
accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence
of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability,
an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
Stock-based
Compensation
The
Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It
requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee
is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It
requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost
will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard
includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based
awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan
in place.
Original
Issue Discount
For certain
convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is
recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Derivative
Financial Instruments
Fair value
accounting as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such
as certain convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting
purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the
convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and
further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible
debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Recent
pronouncements
Management
has evaluated accounting standards and interpretations issued but not yet effective as of December 31, 2020 and does not expect
such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows.
Reclassifications
Certain
amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year
presentation.
NOTE
4 – STOCKHOLDERS’ DEFICIT
Preferred
Stock
The
Company has an authorized number of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016,
the Company issued 1,000,000 shares of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These
shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company.
At December 31, 2020 and 2019, there were 1,000,000 Series A Preferred shares issued and outstanding.
Common
Stock
As
of December 31, 2019, the authorized number of common shares of the Company was 200,000,000, with a par value of $0.001 per share,
On March 10, 2020, the Company’s shareholders voted to increase the Company’s authorized common shares to 700,000,000.
As
of December 31, 2020 and 2019, the total number of common shares outstanding was 101,063,806 and 48,003,443, respectively. The
number of shares outstanding at December 31, 2020 was reduced by 150,000 in order to reflect that shares previously reported as
outstanding as of December 31, 2019, but yet to be issued by the Company were issued from the block of shares that were returned
to treasury by IHG. The share quantity was deemed by management to be immaterial, and therefore no amendment of the Form 10-K
filed for the year ended December 31, 2019 was required.
NOTE
4 – STOCKHOLDERS’ DEFICIT (continued)
During
the year ended December 31, 2020, the Company issued shares of its common stock as follows:
| · | 50,411,141
shares for conversion of $393,563 principal, interest and fees on convertible notes payable,
and recognized a loss on note payable conversions of $1,006,558. |
| · | 150,000
shares, valued at $3,000 ($0.02 per share) as consideration for extension of notes originally
dated April 29, 2019, as extended, for an additional six months through October 29, 2020. |
| · | 400,000
shares valued at $8,000 ($0.02 per share) as partial consideration for an aggregate $25,000
of loans made to the Company on May 18, 2020. |
| · | 199,222
shares valued at $5,120 ($0.0257 per share) as consideration for finders fee for loans
made to the Company. |
| · | 2,050,000
shares valued at $61,500 ($0.03 per share) as consideration for financing fees and loan
extension. |
During
the year ended December 31, 2019, the Company issued shares of its common stock as follows:
| · | 150,000
shares, valued at $49,000 ($0.327 per share) as consideration for interest on loans |
| · | 2,993,334
shares for conversion of $368,255 principal, interest and fees on convertible notes payable,
and recognized a loss on note payable conversions of $300,886. |
| · | 150,000
shares, valued at $4,050 ($0.027 per share) as consideration for extension of notes. |
NOTE
5 – WARRANTS
In April 2019, the Company issued
a convertible note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to the holder for the
purchase 440,000 shares of the Company’s common stock. The warrants are exerecisable at $0.25 per share for a term of 5
years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions:
stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The Company recognized a warrant
expense of $132,593 for the year ended December 31, 2019.
A
summary of warrant activity during the years ended December 31, 2019 and 2020 is presented below:
|
|
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
|
|
|
|
|
|
|
Outstanding and exercisable
– December 31, 2018 |
|
|
|
100,000 |
|
|
$ |
0.60 |
|
|
|
2.51 |
|
|
Granted |
|
|
|
440,000 |
|
|
$ |
0.25 |
|
|
|
4.32 |
|
|
Exercised |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable – December
31, 2019 |
|
|
|
540,000 |
|
|
$ |
0.31 |
|
|
|
3.24 |
|
|
Exercised |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable – December
31, 2020 |
|
|
|
540,000 |
|
|
$ |
0.31 |
|
|
|
2.99 |
|
NOTE
6 – CONVERTIBLE NOTES
AUCTUS
FUND
On
April 26, 2019, the Company entered into a financing arrangement with Auctus Fund LLC. The face value of the note is $110,000
at an interest rate of 12% and the maturity date is January 26, 2020. As of January 26, 2020, the Company is in default with the
payments required by the note and is therefore subject to a default rate of 24%. At the time of the disbursement the Company received
$97,250 net cash proceeds, as there was a deduction from proceeds to the Company of $2,750 for legal fees related to the issuance
of the promissory note and a deduction of $10,000 as prepaid interest to the lender of which $1,111 was expensed. The repayment
is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion,
if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This
represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows:
the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 ((to arrive at the discount
factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares
due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are
also 440,000 warrants attached to this note with an exercise price of $0.25 and a life of 5 years.
The
Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $110,000 for the expense portion
of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices
of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of
the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
The
Company has accounted for the value of the warrants using the Black-Scholes model with a stock price of $0.38, volatility of 98%,
risk free rate of 2.25% and a life of 5 years. Within these parameters the Company has recorded a warrant expense of $132,593.
During
the year ended December 31, 2020, the lender converted the total principal and interest due on the note of $128,167 into 24,567,551
shares of common stock of the Company. The Company has recognized a loss on conversion of $438,214, based on the difference between
the trading price and the value of the debt converted.
GS
CAPITAL PARTNERS
(i)
On November 1, 2019 the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note
is $70,000 at an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received
$54,450 net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance
of the promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. The repayment is a lump sum payment
on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be
at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount
of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of
the two lowest trading days of the preceding the days will be multiplied by 0.50 (to arrive at the discount factor) and then the
resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees
to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options
attached to this note.
NOTE
6 – CONVERTIBLE NOTES (continued)
The
Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $38,032 for the expense portion
of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices
of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of
the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
During
the year ended December 31, 2020, the lender converted the total principal and interest due on the note of $76,593 into 6,698,236
shares of common stock of the Company. The Company has recognized a loss on conversion of $194,225, based on the difference between
the trading price and the value of the debt converted.
(ii)
On December 4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note
is $55,000 at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received
$45,00 net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and
placement costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion
of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to
the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common
stock. There are no warrants or options attached to this note.
The
Company has recorded the conversion feature as a Beneficial Conversion Feature of $55,000. The fair value of $55,000 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading
prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature
of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
ADAR
ALEF
On
November 4, 2019 the Company entered into a financing arrangement with Adar Alef, LLC. The face value of the note is $70,000 at
an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received $54,450
net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance of the
promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. The repayment is a lump sum payment on the
due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50%
of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of fifty
percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two
lowest trading days of the preceding the days will be multiplied by 0.50 (to arrive at the discount factor) and then the resulting
price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit
the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached
to this note.
The
Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $38,040 for the expense portion
of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices
of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of
the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
NOTE
6 – CONVERTIBLE NOTES (continued)
During
the year ended December 31, 2020, the lender converted the total of principal and interest due on the note of $74,656 into 12,075,684
shares of common stock of the Company. The Company has recognized a loss on conversion of $299,735, based on the difference between
the trading price and the value of the debt converted.
POWER
UP LENDING GROUP
(i)On
May 21, 2020, the Company entered into a financing agreement with Power Up (“Power UP”) to borrow $103,000 with a
due date of May 21, 2021. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days
after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s
common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock
received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The
Company has reserved 63,319,672 shares for conversion. Net proceeds from the loan were $100,000, after legal fees and offering
costs of $3,000. These fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature
as a Beneficial Conversion Feature. The fair value of $103,000 for the expense portion of the note is being amortized over the
term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the
date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the
Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. As of December 31, 2020,
the lender converted the total of principal and interest due on the note of $108,150 into 7,069,670 shares of common stock of
the Company. The Company has recognized a loss on conversion of $74,383, based on the difference between the trading price and
the value of the debt converted.
(ii)On
July 24, 2020, the Company entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021.
The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance.
The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous
20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of
the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved 41,876,318
shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,000. These fees and
costs are being amortized over the term of the note. The Company has recorded the conversion feature as a Beneficial Conversion
Feature. The fair value of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair
value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management
has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there
will be no revaluations until the note is paid or redeemed for stock.
(iii)On
October 8, 2020, the Company received the proceeds from a financing agreement entered into with Power Up Lending Group on September
24, 2020 to borrow $53,000. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days
after the date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s
common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock
received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and
the Company has reserved 25,429,828 shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering
costs of $3,000. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $53,000
for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on
the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment
is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the
note is paid or redeemed for stock.
NOTE
6 – CONVERTIBLE NOTES (continued)
QUICK
CAPITAL LLC
On
November 23, 2020, the Company entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of
July 16, 2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s
common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock
for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less
than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has
reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275.
The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $33,275 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price
of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given
the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed
for stock.
Convertible
notes payable at December 31, 2020 and 2019 is summarized as follows:
Note
Holder |
|
Face
Amount ($) |
|
Interest
Rate |
|
Due
Date |
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
|
|
|
Auctus
Fund LLC |
|
$ |
110,000 |
|
|
|
12 |
% |
|
January
26, 2020 |
|
$ |
— |
|
|
$ |
106,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GS Capital Partners |
|
|
70,000 |
|
|
|
10 |
% |
|
November
1, 2020 |
|
|
— |
|
|
|
70,000 |
|
|
|
|
55,000 |
|
|
|
10 |
% |
|
December
2, 2021 |
|
|
55,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adar Aleff LLC |
|
|
70,000 |
|
|
|
10 |
% |
|
November
4, 2020 |
|
|
— |
|
|
|
70,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power UP Lending
Group |
|
|
43,000 |
|
|
|
10 |
% |
|
July
24, 2021 |
|
|
43,000 |
|
|
|
— |
|
|
|
|
53,000 |
|
|
|
10 |
% |
|
September
24, 2021 |
|
|
53,000 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Capital LLC |
|
|
33,275 |
|
|
|
10 |
% |
|
July
16, 2021 |
|
|
33,275 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount |
|
|
|
|
|
|
|
|
|
|
|
|
(158,390 |
) |
|
|
(101,648 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,885 |
|
|
$ |
145,208 |
|
NOTE
7 – NOTES PAYABLE
On
April 24, 2019, the Company was loaned $20,000 from an unrelated individual. The note was due October 24, 2019 with an interest
rate of 11%. In addition, the individual received 100,000 shares of restricted common stock. These shares were valued at $30,000
which represents the trading price as of the date indicated and were recorded to interest expense. On December 13, 2019, the Company
negotiated a six-month extension with the lender and paid $1,100 cash for accrued interest and issued 100,000 shares of common
stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting
in $2,700 of interest expense based on the stock’s closing price on that date. On April 24, 2020, the lender agreed to a
second six-month extension through October 24, 2020. As consideration for entering into the extension, the Company agreed to pay
the lender accrued interest on the note of $1,100 and to issue 100,000 shares of the Company’s common stock, valued at $0.02
per share, the closing price of the stock as of the extension agreement date. The $2,000 value of the shares was recorded as interest
expense.
On
April 29, 2019, the Company was loaned $10,000 from an unrelated individual. The note was due on October 29, 2019 with an interest
rate of 11%. In addition, the individual received 50,000 shares of restricted common stock. These shares were valued at $19,000
which represents the trading price as of the date indicated and recorded to interest expense. On December 13, 2019, the Company
negotiated a six-month extension with the lender and paid $550 cash for accrued interest and issued 50,000 shares of common stock
as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $1,350
of interest expense based on the stock’s closing price on that date. On April 29, 2020, the lender agreed to a second six-month
extension through October 29, 2020. As consideration for entering into the extension, the Company agreed to pay the lender accrued
interest on the note of $550 and to issue 50,000 shares of the Company’s common stock, valued at $0.02 per share, the closing
price of the stock as of the extension agreement date. The $1,000 value of the shares was recorded as interest expense.
On
May 18, 2020, the Company entered into loan agreements with two unrelated individuals, who are current note holders in the aggregate
amount of $30,000. Each of the new loans is for $12,500, an aggregate $25,000, due November 18, 2020 with interest at 11%. The
notes may be prepaid at any time but in the event of the prepayment the full amount of principal and interest will required to
be paid. In the event that the Company is unable to make payment on the due date the default interest rate will continue at 11%
but the Company is obligated to issue 500,000 shares of its common stock to each lender. As additional consideration for entering
into the loans, each individual shall be issued 200,000 shares of common stock, an aggregate 400,000 shares. The shares are valued
at $0.02 per share, the closing price of the Company’s common stock as of the date of the loan. The $8,000 value ascribed
to the shares has been capitalized as prepaid interest and is being amortized over the six-month term of the loans.
On
November 18, 2020, the outstanding loans to the two individuals were rolled over and extended into two new loans in the amounts
of $20,000 $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate
$5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of
the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes.
NOTE
8 - INCOME TAXES
A reconciliation
of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared
to the Company’s income tax expense as reported at December 31, 2020 and 2019 is as follows:
Income
tax valuation allowance |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
Net
loss before income taxes |
|
$ |
(1,565,591 |
) |
|
$ |
(879,269 |
) |
Adjustments
to net loss |
|
|
|
|
|
|
|
|
Warrant
expense |
|
|
— |
|
|
|
132,593 |
|
Loss
on note payable conversion |
|
|
1,006,558 |
|
|
|
300,886 |
|
Convertible
note expense |
|
|
218,318 |
|
|
|
111,758 |
|
Net taxable income
(loss) |
|
|
(340,715 |
) |
|
|
(334,032 |
) |
Income tax rate |
|
|
26 |
% |
|
|
26 |
% |
Income tax recovery |
|
|
88,586 |
|
|
|
86,848 |
|
Valuation
allowance change |
|
|
(88,586 |
) |
|
|
(86,848 |
) |
Provision
for income taxes |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
The significant
components of deferred income tax assets at December 31, 2020 and 2019 are as follows:
Components
of deferred income tax assets |
|
|
|
|
|
|
|
2020 |
|
2019 |
|
|
|
|
|
Net
operating loss carryforward |
|
$ |
1,241,372 |
|
|
$ |
900,657 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(1,241,372 |
) |
|
|
(900,657 |
) |
|
|
|
|
|
|
|
|
|
Net
deferred income tax asset |
|
$ |
— |
|
|
$ |
— |
|
NOTE
9 – RELATED PARTY TRANSACTIONS
In
support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that
the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.
There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and
have not been formalized by a promissory note.
IHG,
controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement
that defines the compensation to be paid. For the years ended December 31, 2020 and 2019 the Company recorded related party management
fees of $100,530 and $104,720 respectively.
NOTE
9 – RELATED PARTY TRANSACTIONS (continued)
During the year
ended December 31, 2020, there were no advances from related parties, and the Company repaid $23,070 to its parent company, IHG.
At December 31, 2020 and 2019, a former officer of the Company was owed $18,780; at December 31, 2019, a current officer of the
Company was owed $480, which amount was paid in 2020.
NOTE
10 - COMMITMENTS AND CONTINGENCIES
At December 31, 2020 and 2019, there
were no legal proceedings against the Company.
NOTE
11 – SUBSEQUENT EVENTS
On
January 15, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $43,500. The note bears
interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion
price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note, and the Company has reserved 20,871,651 shares for conversion.
Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,500.
On
January 26, 2021, the Company entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest
at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be
calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous twenty
trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the
total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000
shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering
costs of $22,500.
On
January 28, 2021, Power Up elected to convert the total principal and interest due on their note of July 24, 2020 in the principal
amount of $43,000 and $2,150 of accrued and unpaid interest thereon into 2,894,231 shares of the Company’s common stock
at $0.0156 per share.
On
February 12, 2021, the Company agreed to issue to Quick Capital LLC 300,000 shares of the Company’s common stock as consideration
for the Company’s entering into certain third-party transactions which were in default of the convertible promissory note,
security purchase agreement and other related documents entered into on November 16, 2020.
On
March 31, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears
interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion
price is to be calculated at 63% of the lowest trading price of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion.
Net proceeds from the loan were $100,000, after legal fees and offering costs of $3,500.
The
Company has analyzed its operations subsequent to December 31, 2020 through the date that these financial statements were issued,
and has determined that it does not have any additional material subsequent events to disclose.
f. SELECTED
FINANCIAL INFORMATION
Not applicable.
g. SUPPLEMENTARY
FINANCIAL INFORMATION
Not applicable.
h. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following
discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection
with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere
in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and
Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future
operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates
and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
Based on our
financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern.
As reflected in the accompanying unaudited financial statements, as of September 30, 2021, we had an accumulated deficit totaling
($7,773,375). This raises substantial doubts about our ability to continue as a going concern.
Plan of
Operation
BlackStar Enterprise
Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007
as NPI08, Inc. (“NPI08”). In January 2010, NPI08 acquired an ownership interest in Black Star Energy Group, Inc.,
a Colorado Corporation. BlackStar Energy then merged into NPI08, with NPI08 being the surviving entity. Concurrently, NPI08 changed
its name to BlackStar Energy Group, Inc. On January 25, 2016, International Hedge Group, Inc. signed an agreement to acquire a
95% interest in the Company. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common
stock and 1,000,000 shares of Class A Preferred Stock. The name was changed to BlackStar Enterprise Group, Inc. in August of 2016.
The Company
is a Delaware corporation organized for the purpose of engaging in any lawful business. The Company intends to act as a merchant
bank as at the date of these financial statements. We currently trade on the OTC QB under the symbol “BEGI”. The Company
is a merchant banking firm seeking to facilitate venture capital to early-stage revenue companies. BlackStar intends to offer
consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and
commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures though
our newly formed wholly-owned subsidiary, Crypto Equity Management Corp., (“CEMC”), mainly in the areas of blockchain
and distributed ledger technologies (“DLT”). BlackStar intends to serve businesses in their early corporate lifecycles
and may provide funding in the forms of ventures in which we control the venture until divestiture or spin-off by developing the
businesses with capital. We have only engaged in one transaction as a merchant bank form to date.
Our investment
strategy focuses primarily on ventures with companies that we believe are poised to grow at above-average rates relative to other
sectors of the U.S. economy, which we refer to as “emerging growth companies.” Under no circumstances does the
company intend to become an investment company and its activities and its financial statement ratios of assets and cash will be
carefully monitored and other activities reviewed by the Board to prevent being classified or inadvertently becoming an investment
company which would be subject to regulation under the Investment Company Act of 1940.
As a merchant
bank, BlackStar intends to seek to provide access to capital for companies and is specifically seeking out ventures involved in
DLT or blockchain. BlackStar intends to facilitate funding and management of DLT-involved companies through majority controlled
joint ventures through its subsidiary CEMC. BlackStar, through CEMC, intends to initially control and manage each venture.
Potential ventures for both BlackStar and CEMC will be analyzed using the combined business experience of its executives, with
CEMC looking to fill those venture criteria with companies in crypto-related businesses such as blockchain or DLT technologies.
The Company does not intend to develop Investment Objectives or “criteria” in any manner but will rely on the acumen
and experience of its executives.
Recent
Updates – The Company is designing and building the Peer-to-Peer (“P2P”) BlackStar Digital
Trading Platform TM (“BDTP TM”), subject to obtaining sufficient funding. Currently in the demonstration
phase, we estimate finalizing the BDTP TM at a cost of $60,000 USD over the next three months and have budgeted funds
for the final production of the platform. As of the date of this filing, the demo is being tested and finalized and BlackStar
intends to seek input from various regulatory agencies and OTC Markets on the functionality and application of the BDTP TM
over the next several months. The BDTP TM has been completely designed in terms of the following components:
data model, reports, web-based user interface, blockchain interface, transaction logic, cloud interface, and functional demonstration
app. We have finalized the software design and are now looking to partner with a broker-dealer, clearing firm, existing
ATS, or other trading system in order to begin providing trading of registered BEGI shares on the live BDTP TM. If
we are unable to partner with a broker-dealer, clearing firm, and/or ATS, we may need to register as an ATS or acquire a broker-dealer.
BlackStar anticipates that in the process of taking BDTP TM live (i.e., partnering with a broker-dealer, clearing firm,
and/or ATS), FINRA, the SEC, and OTC Markets may have questions, concerns, or suggestions and the Company is open to working through
those issues, questions, and concerns in order to bring a fully compliant platform to market. BlackStar has not reached out to
any regulatory entity specifically to seek input on the functional platform since completing the demo. Without certainty as to
our partnership at the time of this filing, it is difficult to determine when these issues may arise, but the Company is committed
to addressing regulatory and functionality concerns and believes that the fundamental basis of the platform will add to the tools
that investors can use to access the market. We anticipate that we may need $500,000 to finance the partnership establishment
over the next six months.
We contracted
the services of Dr. David Gnabasik, a computer scientist contractor of Artuova and a former employee of Colorado Parks and Wildlife,
who has demonstrated a working blockchain project for managing licenses for Parks and Wildlife state agencies. Mr. Mathew Baldwin,
a principal of Artuova, created the software for the BDTP TM to work with Dr. Gnabasik’s blockchain design. The
software demonstrates the concept of trading shares for cash using blockchain technology. The software is complete in demonstrating
a proof-of-concept trading ability, while recording activity using an immutable blockchain ledger. Currently, the working model
platform is hosted on Amazon’s Hyperledger-Fabric Blockchain.
The Company’s
success will be dependent upon the Company’s ability to analyze and manage the opportunities presented.
Contingent upon successfully raising
funds, we intend to expend funds over the next four quarters as follows:
|
4th
Quarter 2021 |
|
|
|
Ventures/BDTP
TM |
|
|
$ |
250,000 |
|
|
|
|
|
|
Operations |
|
|
$ |
100,000 |
|
|
1st Quarter
2022 |
|
|
|
Ventures/BDTP TM |
|
|
$ |
250,000 |
|
|
|
|
|
|
Operations |
|
|
$ |
100,000 |
|
|
2nd Quarter
2022 |
|
|
|
Ventures/BDTP TM |
|
|
$ |
250,000 |
|
|
|
|
|
|
Operations |
|
|
$ |
50,000 |
|
|
3rd Quarter
2022 |
|
|
|
Ventures/BDTP TM |
|
|
$ |
250,000 |
|
|
|
|
|
|
Operations |
|
|
$ |
50,000 |
|
Our Budget for operations in the
next year is as follows:
BDTP
TM Development and Testing |
|
$ |
500,000 |
|
Working Capital
– Joint Ventures |
|
$ |
500,000 |
|
Legal, Audit and
Accounting |
|
$ |
150,000 |
|
Fees,
rent, travel and general & administrative expenses |
|
$ |
150,000 |
|
|
|
$ |
1,300,000 |
|
The Company
may change any or all the budget categories in the execution of its business model. None of the line items are to be considered
fixed or unchangeable. The Company may need substantial additional capital to support its budget. We have not recognized revenues
from our operational activities to date.
Based on our
current cash reserves of approximately $ 651,222 as of October 31, 2021, we have the cash for an operational budget of less than
twelve months. We intend to offer a private placement to investors in order to achieve at least $1,000,000 in funding in the next
year. We intend to commence this offering in the winter of 2021. If we are unable to generate enough revenue to cover our operational
costs, we will need to seek additional sources of funds. Currently, we have no committed source for any
additional funds as of date hereof. No representation is made that any funds will be available when needed. In the event
funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result
of these uncertainties.
Our parent company,
IHG, has agreed to fund on an interim basis any shortfall in our cash reserves. We would use our funds to pay legal, accounting,
office rent and general and administrative expense. We have estimated $100,000 for the fourth quarter 2021 and first quarter 2022
and $50,000 in the second and third quarters 2022 in operations costs, including legal, accounting, travel, general and administrative,
audit, rent, telephones and miscellaneous. In early 2018, we completed a private placement of units for $165,000, and in November
2018 we raised $53,000 through a convertible promissory note which increased our working capital. In the year ended December 31,
2019, we received funding through various promissory notes and convertible promissory notes, totaling $280,000 with $236,150 being
received in net cash proceeds. In the year ended December 31, 2020, we received funding through promissory notes totaling $25,000,
and convertible promissory notes totaling $287,275 with $260,000 being received in net cash proceeds.
The independent
registered public accounting firm’s report on our financial statements as of December 31, 2020, includes a “going
concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.
Results
of Operations
For
the Three Months Ended September 30, 2021 compared to same period in 2020
During the three
months ended September 30, 2021 and 2020, we had no revenue. For the three months ended September 30, 2021, we recognized a net
loss of $772,953 compared to a net loss of $425,792 for the three months ended September 30, 2020. Our operating expenses included
$93,500 in related party management consulting fees, $23,572 in legal and professional fees, and $273,777 in general and administrative
fees, for a total of $390,849 for the three months ended September 30, 2021. Higher related party management consulting fees and
an increase in costs for fund raising costs, including the $250,000 value of common shares issued to a convertible note lender
in the second quarter, increased the total operating expenses in the three months ended September 30, 2021 by $333,386 compared
to the three months ended September 30, 2020. Our net loss from operations was $390,849 for the three months ended September 30,
2021 compared to net loss from operations of $57,463 for the same period ended September 30, 2020.
For the three
months ended September 30, 2021, we had significantly higher other expenses, substantially all of which are non-cash, predominately
due to amortization of discounts on debt issuance and conversion features of the convertible promissory notes that we have used
to finance our continued operations. This resulted in net other expenses of $382,104 for the three months ended September 30,
2021 compared to $368,329 for the same period in 2020. For the three months ended September 30, 2020 the Company recognized $17,438
for amortization of discount on convertible notes, as compared to $22,152 for the three months ended September 30, 2021. During
the three months ended September 30, 2020, we recognized $277,607 as a loss on notes payable conversion.
Net loss per
share for the 2021 and 2020 three-month periods ending September 30, 2021 and 2020 was $0.01 in each of the periods.
For the Nine
Months Ended September 30, 2021 compared to same period in 2020
During the nine
months ended September 30, 2021 and 2020, we had no revenue. For the nine months ended September 30, 2021, we recognized a net
loss of $1,807,182 compared to a net loss of $930,944 for the nine months ended September 30, 2020. Our operating expenses included
$242,642 in related party management consulting fees, $69,876 in legal and professional fees, and $468,950 in general and administrative
fees, for a total of $781,468 for the nine months ended September 30, 2021. Higher related party management consulting fees and
an increase in costs for fund raising, including the realization of the $356,667 value of common shares issued to convertible
note lenders during the nine-month period, increased the total operating expenses in the nine months ended September 30, 2021
by $617,804 compared to the nine months ended September 30, 2020. Our net loss from operations was $781,468 for the nine months
ended September 30, 2021 compared to net loss from operations of $163,664 for the same period ended September 30, 2020.
For the nine
months ended September 30, 2021, we had significantly higher other expenses, substantially all of which are non-cash, predominately
due to amortization of discounts on debt issuance and conversion features of the convertible promissory notes that we have used
to finance our continued operations. This resulted in net other expenses of $1,025,7144 for the nine months ended September 30,
2021 compared to $767,280 for the same period in 2020. For the nine months ended September 30, 2020, the Company recognized $27,015
for amortization of discount on convertible notes, as compared to $46,116 for the nine months ended September 30, 2021, and recognized
$574,715 as a loss on notes payable conversion in 2020 period as compared to $166,422 during the comparable period in 2021.
Net loss per
share for the 2021 and 2020 nine-month periods ending September 30, 2021 and 2020 was $0.02 in each of the periods.
Management has
evaluated the current business plan, ongoing operations and financial position of the Company as of September 30, 2021, and has
determined that there is substantial doubt as to whether the Company will be able to continue to operate as a “going concern”.
The Company has an accumulated deficit of $7,773,375 as of September 30, 2021, compared to an accumulated deficit of $5,966,193
as of December 31, 2020, and has not yet established an ongoing source of revenues sufficient to cover its operating costs and
allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company
obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
Liquidity
and Capital Resources
As of
September 30, 2021, we had total current assets of $571,384 comprised of $559,438 in cash and $11,946 in prepaids, compared to
$84,211 total current assets as of December 31, 2020. Our total assets as of September 30, 2021 were $646,384 compared to $94,211
as of December 31, 2020. Current liabilities as of September 30, 2021 were $520,366 compared to $129,062 at December 31,
2020. Current liabilities as of September 30, 2021 consisted of accounts payable of $12,246, accrued payables of $51,072, convertible
promissory notes of $427,048, net of discounts of $715,977, and notes payable of $30,000. As of September 30, 2021, we had a working
capital equity of $51,018, compared to a negative working capital of $44,851 as of December 31, 2020.
We intend
to attempt to raise capital through several sources: a) partner venture funds, b) private placements of our stock, and/or c) loans
from our parent company IHG. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements.
Consequently, we intend to make appropriate plans to ensure sources of additional capital in the future to fund growth and expansion
through additional equity or debt financing or credit facilities.
We do
not have terms or committed sources of capital of any type at this time. If we are able to raise additional capital, we intend
to launch the BDTP TM, and further, enter into additional joint ventures. We intend to use the funds repaid
from
the joint ventures to a) retire debt, b) fund additional joint ventures with companies, and c) provide operational funds.
We have
been, and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that
we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant
dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able
to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these
covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
If adequate
funds are not available, we may be required to delay, scale back or eliminate portions of our operations or obtain funds through
arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly,
the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could
also adversely affect our ability to fund our continued operations and our expansion efforts.
We do
not anticipate that we will purchase any significant equipment over the next twelve months.
We do
not anticipate any significant changes in the number of employees unless we significantly increase the size of our operations.
We believe that we do not require the services of additional independent contractors to operate at our current level of activity.
However, if our level of operations increases beyond the level that our current staff can provide, we may need to supplement our
staff in this manner.
Financing
Activities
During the nine
months ended September 30, 2021, the Company had no cash received from equity offerings or shareholder contributions, and
we received $1,004,500 from convertible notes, net of offering costs and original issue discounts. The Company also made $20,000
repayments of notes payable and $18,780 of repayments of advances from related parties in the nine months ended September 30,
2021. During the nine months ended September 30, 2020, the Company had no cash received from equity offerings or shareholder contributions.
The Company received $165,000 from notes payable and made $22,590 of repayments of advances from related parties for the nine
months ended September 30, 2020. Net cash provided by financing activities was $965,720 for the nine months ended September 30,
2021, compared to $142,410 for the same period in 2020. During the nine months ended September 30, 2021 and 2020, $204,741 and
$129,703, respectively, in principal and interest on convertible notes was converted to common stock.
Investing
Activities
Net cash used
in investing activities was $45,000 for software development for the nine-month period ended September 30, 2021, as compared
to $0 for the nine months ended September 30, 2020.
Operating
Activities
During
the nine months ended September 30, 2021, net cash used in operating activities was $394,269, compared to $152,655 used in
operating activities for the same period in 2020. The increased amount of cash used in operating activities is attributable to
increases in operating and other expenses, increasing the net loss for the nine months ended September 30, 2021.
Going Concern
We have only
a very limited amount of cash and have incurred operating losses and limited cash flows from operations since inception. As of
September 30, 2021 and December 31, 2020, we had accumulated deficit of $7,773,375 and $5,966,193, respectively and we will require
additional working capital to fund operations through 2021 and beyond. These factors, among others, raise substantial doubt about
our ability to continue as a going concern. Our financial statements included in this Form 10-Q do not include any adjustments
related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might
result should we be unable to continue as a going concern. The audited financial statements included in the Company’s recent
annual report on Form 10-K
have been prepared
assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue
as a going concern.
Based on our
financial history since inception, in their report on the financial statements for the period ended December 31, 2020, our independent
registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. There is no
assurance that any revenue will be realized in the future.
There can be
no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available
to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable
to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our
operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going
concern.
Short Term
On a short-term
basis, we have not generated revenues sufficient to cover our growth-oriented operations plan. Based on prior history, we may
continue to incur losses until such a time that our revenues are sufficient to cover our operating expenses and growth-oriented
operations plan. As a result, we may need additional capital in the form of equity or loans, none of which is committed as of
this filing.
Capital Resources
We have only
common stock as our capital resource, and our assets, cash and receivables.
We have no material
commitments for capital expenditures within the next year, however, as operations are expanded substantial capital will be needed
to pay for expansion and working capital.
Need for
Additional Financing
We do not have
capital sufficient to meet our growth plans. We have made equity and debt offerings in order to support our growth plans, to date,
and may do so in the future.
No commitments
to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that
any additional funds will be available to us to allow coverage of our expenses as they may be incurred.
Off Balance
Sheet Arrangements
None.
Results
of Operations
For the Year
Ended December 31, 2020 compared to same period in 2019
We
had limited operations consisting of software development and no revenues in 2020, incurring $231,182 in operating expenses for
the year ended December 31, 2020. We similarly had no revenues during the year ended December 31, 2019. Due to other expenses
related to notes of $(1,334,409), we incurred a net loss of $(1,565,591) for the year ended December 31, 2020. Within those other
expenses, we had losses on note payable conversions of $1,006,558 for the year ended December 31, 2020 compared to $300,886 for
the prior year, an outcome of financing operations through convertible promissory notes.
We
had no income for the year ended December 31, 2020, resulting in a net loss for the period of $(1,565,591) or ($0.02) per share.
For the year ended December 31, 2019, we had a net loss of $(879,269).
Liquidity
and Capital Resources.
For
the Year Ended December 31, 2020 compared to same period in 2019
Our
total assets were $94,211 as of December 31, 2020, consisting of cash of $32,987 and other assets. By comparison, our total assets
were $43,808 as of December 31, 2019. Our current liabilities as of December 31, 2020 totaled $129,062 and is comprised of accounts
payable of $29,880, convertible notes payable of $25,885, notes payable of $50,000, accrued payables of $4,517, and advances to
related parties of $18,780. Our current liabilities as of December 31, 2019 totaled $278,086 and was comprised of accounts payable
of $57,392, convertible notes payable of $145,208, notes payable of $30,000, accrued payables of $3,636, and advances to related
parties of $41,850. As such, we had working capital deficit of $(44,851) and $(234,278), respectively, as of December 31, 2020
and 2019.
We
intend to attempt to raise capital through several sources: a) partner venture funds, b) private placements or public offerings
of our stock, and/or c) loans from our parent, IHG.
We do not have
terms or committed sources of capital of any type at this time. If we are able to raise additional capital, we intend to make
additional loans and would intend to use the funds repaid from the loans to a) retire debt, and b) fund additional loans to companies,
and c) to provide operational funds.
We have been,
and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that we
will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant
dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able
to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these
covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
If adequate
funds are not available, we may be required to delay, scale back or eliminate portions of our operations or obtain funds through
arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly,
the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could
also adversely affect our ability to fund our continued operations and our expansion efforts.
We do not anticipate
that we will purchase any significant equipment over the next twelve months.
We do not anticipate
any significant changes in the number of employee unless we significantly increase the size of our operations. We believe that
we do not require the services of additional independent contractors to operate at our current level of activity. However, if
our level of operations increases beyond the level that our current staff can provide, we may need to supplement our staff in
this manner.
There is substantial
doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the Company has
an accumulated deficit of $(5,966,193) as of December 31, 2020 and has not yet established an ongoing source of revenues sufficient
to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company
is unable to obtain adequate capital, it could be forced to cease operations.
Financing
Activities
For the Year
Ended December 31, 2020 compared to same period in 2019
During the year
ended December 31, 2020, the Company had net cash provided by financing activities of $256,930 compared to $246,618 over the previous
year. The increased cash from financing activities is due to proceeds from convertible notes payable, net of offering costs and
original issue discounts, of $260,000, an increase in notes payable of $53,850, mediated by an increase of repayments to notes
payable of $(5,000), an increase of repayments of advances to related parties of $(23,070), and a decrease of advances to related
parties of $10,468.
2020
– On May 18, 2020, the Company entered into loan agreements with two unrelated individuals, who are current note holders
in the aggregate amount of $30,000. Each of the new loans is for $12,500, an aggregate $25,000, due November 18, 2020 with interest
at 11%. The notes may be prepaid at any time but in the event of the prepayment the full amount of principal and interest will
required to be paid. In the event that the Company is unable to make payment on the due date the default interest rate will continue
at 11% but the Company is obligated to issue 500,000 shares of its common stock to each lender. As additional consideration for
entering into the loans, each individual shall be issued 200,000 shares of common stock, an aggregate 400,000 shares. The shares
are valued at $0.02 per share, the closing price of the Company’s common stock as of the date of the loan. The $8,000 value
ascribed to the shares has been capitalized as prepaid interest and is being amortized over the six-month term of the loans. On
November 18, 2020, the outstanding loans to the two individuals were rolled over and extended into two new loans in the amounts
of $20,000 $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate
$5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of
the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes.
On May 21, 2020,
the Company entered into a financing agreement with Power Up (“Power UP”) to borrow $103,000 with a due date of May
21, 2021. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of
issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for
the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less
than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company has reserved
63,319,672 shares for conversion. Net proceeds from the loan were $100,000, after legal fees and offering costs of $3,000. These
fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature as a Beneficial
Conversion Feature. The fair value of $103,000 for the expense portion of the note is being amortized over the term of the note.
This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note.
Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock,
and there will be no revaluations until the note is paid or redeemed for stock. As of December 31, 2020, the lender converted
the total of principal and interest due on the note of $108,150 into 7,069,670 shares of common stock of the Company. The Company
has recognized a loss on conversion of $74,383, based on the difference between the trading price and the value of the debt converted.
On July 24,
2020, the Company entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021. The note
bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion
price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note. The Company has reserved 41,876,318 shares for conversion.
Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,000. These fees and costs are being amortized
over the term of the note. The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value
of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined
based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this
treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations
until the note is paid or redeemed for stock.
On October 8,
2020, the Company received the proceeds from a financing agreement entered into with Power Up Lending Group on September 24, 2020
to borrow $53,000. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the
date of issuance. The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock
for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less
than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has
reserved 25,429,828 shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering costs of $3,000.
The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $53,000 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price
of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given
the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed
for stock.
On November
18, 2020, the outstanding loans to the two individuals first entering into loans with the Company on April 24 and 29, 2019, respectively,
were rolled over and extended into two new loans in the amounts of $20,000 $30,000, due May 18, 2021 with interest at 11%. Each
of the two loan holders was paid $2,500 principal (an aggregate $5,000) and aggregate accrued interest of $3,026. In addition,
the two individuals were issued an aggregate 1,550,000 shares of the Company’s common stock valued at $46,500 ($0.03 per
share), under the default penalty provisions of the original notes.
On November
23, 2020, the Company entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of July 16,
2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common
stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for
the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less
than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has
reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275.
The Company has recorded the conversion feature as a Beneficial Conversion Feature. The fair value of $33,275 for the expense
portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price
of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given
the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed
for stock.
On December
4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $55,000
at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received $45,00
net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and placement
costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the
lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date
of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock.
There are no warrants or options attached to this note.
The Company
and the holders of the notes above executed securities purchase agreements 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
2019
– On April 24, 2019, the Company was loaned $20,000 from an unrelated individual. The note was due October 24, 2019 with
an interest rate of 11%. In addition, the individual received 100,000 shares of restricted common stock. These shares were valued
at $30,000 which represents the trading price as of the date indicated and were recorded to interest expense. On December 13,
2019, the Company negotiated a six-month extension with the lender and paid $1,100 cash for accrued interest and issued 100,000
shares of common stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement,
resulting in $2,700 of interest expense based on the stock’s closing price on that date. On April 24, 2020, the lender agreed
to a second six-month extension through October 24, 2020. As consideration for entering into the extension, the Company agreed
to pay the lender accrued interest on the note of $1,100 and to issue 100,000 shares of the Company’s common stock, valued
at $0.02 per share, the closing price of the stock as of the extension agreement date. The $2,000 value of the shares was recorded
as interest expense.
On April 29,
2019, the Company was loaned $10,000 from an unrelated individual. The note was due on October 29, 2019 with an interest rate
of 11%. In addition, the individual received 50,000 shares of restricted common stock. These shares were valued at $19,000 which
represents the trading price as of the date indicated and recorded to interest expense. On December 13, 2019, the Company negotiated
a six-month extension with the lender and paid $550 cash for accrued interest and issued 50,000 shares of common stock as an additional
inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $1,350 of interest
expense based on the stock’s closing price on that date. On April 29, 2020, the lender agreed to a second six-month extension
through October 29, 2020. As consideration for entering into the extension, the Company agreed to pay the lender accrued interest
on the note of $550 and to issue 50,000 shares of the Company’s common stock, valued at $0.02 per share,
the closing
price of the stock as of the extension agreement date. The $1,000 value of the shares was recorded as interest expense.
On April 30,
2019, BlackStar Enterprise Group, Inc. and Auctus Fund LLC entered into a convertible promissory note totaling $110,000, a securities
purchase agreement, and a common stock warrant for 440,000 shares. The Company reserved out of its authorized common stock 23,953,718
shares of common stock for conversion pursuant to the note as of December 31, 2019. Details of the promissory note and securities
purchase agreement can be found in the Form 8-K and exhibits filed on May 7, 2019. The Company and the holder executed the securities
purchase agreement 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 SEC under the 1933 Act, and/or
Section 4(a)(2) of the 1933 Act. During the quarter ended December 31, 2019 the holder exercised its right to convert $9,106 of
accrued interest and $3,144 of principal into common stock of the Company. As a result of these conversions the Company issued
a total of 1,500,000 shares of its common stock and due to the difference between the trading price ant the value of the debt
converted the Company recorded a loss of ($30,600). During the year ended December 31, 2020, the lender converted the total principal
and interest due on the note of $128,167 into 24,567,551 shares of common stock of the Company. The Company has recognized a loss
on conversion of $438,214, based on the difference between the trading price and the value of the debt converted.
On November
1, 2019, BlackStar Enterprise Group, Inc. and GS Capital Partners, LLC entered into a convertible promissory note totaling $70,000
(Note 1) and a securities purchase agreement. On November 4, 2019, BlackStar Enterprise Group, Inc. and Adar Alef, LLC entered
into a similar convertible promissory note (Note 2) totaling $70,000 and a securities purchase agreement. Until the Company’s
obligations under the notes are paid and performed in full, the Transfer Agent of the Company is authorized to establish a reserve
of shares of authorized but unissued common stock of the Company in an amount not less than 28,000,000 and 22,994,383 shares (a
total of 50,994,383) for issuance upon partial or full conversion of the Note 1 and Note 2, respectively, in accordance with the
terms thereof, and the Transfer Agent shall immediately add shares of common stock to the reserved shares as and when requested
by Company or holder in writing from time to time, so long as there are sufficient authorized and unissued shares of the Company
not otherwise reserved available to do so. Details of the promissory notes and securities purchase agreements can be found in
the Form 8-K and exhibits filed on November 7, 2019. The Company and the holders executed the securities purchase agreements 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
During the year ended December 31, 2020, the lender converted the total principal and interest due on the Note 1 of $76,593 into
6,698,236 shares of common stock of the Company. The Company has recognized a loss on conversion of $194,225, based on the difference
between the trading price and the value of the debt converted on Note 1. During the year ended December 31, 2020, the lender converted
the total of principal and interest due on the Note 2 of $74,656 into 12,075,684 shares of common stock of the Company. The Company
has recognized a loss on conversion of $299,735, based on the difference between the trading price and the value of the debt converted
on the Note 2.
As part of management’s
anti-dilutive strategy and in connection with the above offerings, 7,289,891 shares of IHG were cancelled as of December 31, 2019.
The Company also needed additional shares to be added to the reserved shares of common stock for conversions of promissory notes
outstanding. The Company undertook a shareholder vote at the annual meeting on March 10, 2020 to increase the authorized shares
of common stock from 200,000,000 to 700,000,000 through an amendment to the certificate of incorporation. The amendment was approved
by a majority of the shareholders and the authorized shares were increased. Details of the annual meeting can be found in the
Form 8-K filed March 18, 2020.
Investing
Activities
For the Year
Ended December 31, 2020 compared to same period in 2019
The Company
used $0 and $0 in investing activities for the years ended December 31, 2020 and 2019, respectively.
Operating
Activities
For the Year
Ended December 31, 2020 compared to same period in 2019
During the year
ended December 31, 2020, the Company used cash in the amount of $247,194 in operating activities, compared to $219,686 over the
previous year. The increased cash used in operating activities is due to larger adjustments to reconcile net loss, such as a recorded
loss on note payable conversion of $1,006,558, amortization of discounts on convertible notes of $218,318, and interest and loan
fees paid in stock of $116,208. Our cash at the beginning of 2020 was $33,251 and decreased to $32,987 as of December 31, 2020.
Off Balance
Sheet Arrangements
For the Year
Ended December 31, 2020 compared to same period in 2019
None.
i. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
Not applicable.
j. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We are a smaller
reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under
this item.
k. DIRECTORS and EXECUTIVE OFFICERS
The following
table sets forth information as to persons who currently serve as our directors or executive officers, including their ages as
of March 8, 2022 .
Name |
|
Age |
|
Position |
John Noble Harris |
|
74 |
|
Chief Executive Officer
and Director |
Joseph E. Kurczodyna |
|
68 |
|
Chief Financial Officer
and Director |
Our officers
are elected by the board of directors at the first meeting after each annual meeting of our stockholders and hold office until
their successors are duly elected and qualified under our bylaws.
The directors
named above will serve until the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors absent
any employment agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant
to which any director or officer was or is to be selected as a director or officer.
BIOGRAPHICAL
INFORMATION
John Noble
Harris, Chief Executive Officer and Director
Mr. Harris began
his career in the securities industry in 1971 with Newhart Cook & Co., a St. Louis based NYSE member firm. Licensed both as
a broker and principal, he ultimately managed brokerage offices for several regional NASD brokerage firms. Since 1985, he has
been self- employed as a business consultant and as a private investor. Mr. Harris brings to the Company experience in the public
securities market. Mr. Harris served as the president of Tombstone Technologies from 2005-2010 and eventually merged the public
company with Hunt Global Resources. In 2011, Mr. Harris became president of Rare Green, Inc., a private mineral exploration company.
In 2014, Mr. Harris was one of the founders of International Hedge Group, Inc. (“IHG”). In 2016, IHG acquired 44,400,000
shares of common stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group, Inc. As of December 31, 2020,
IHG owned 4,792,702
shares of common stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group Inc.
Joseph E.
Kurczodyna, Chief Financial Officer and Director
Working with
various Commodity and Stock brokerage firms in Chicago and Denver Mr. Kurczodyna began his career in 1977 trading Bonds and T-Bill
futures. In the 1980’s, he focused on underwriting early-stage companies. As a principle with Mills Financial, a registered
Broker Dealer with the SEC and NASD, he underwrote and syndicated the Western International Gold & Silver (WIGS) in 1984.
In 1991, Mr. Kurczodyna purchased Mills Financial and was the firm’s President and General Principle. While leading Mills
Financial, he underwrote and funded several private placements and IPO’s. In 1998, Mills was the lead underwriter for United
Financial Mortgage Corp. (UFMC), which was eventually listed on the American Stock Exchange. From 2004 to 2009, Mr. Kurczodyna
was the CEO of Capital Merchant Bank LLC, an independent investment banker. From 2006-2008 he acted as the CFO and Director of
OnMedia International. In 2009, Mr. Kurczodyna founded Patriot Mortgage Acceptance Corp. a private mortgage company. In 2014,
Mr. Kurczodyna was one of the founders of International Hedge Group Inc. (IHG). In 2016, IHG acquired 44,400,000 shares of common
stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group Inc. As of December 31, 2020, IHG owned 4,792,702 shares
of common stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group Inc., and Mr. Kurczodyna became the controlling
shareholder of IHG by issuance of super majority voting preferred shares.
CONFLICTS OF
INTEREST – GENERAL
There can be
no assurance that management will resolve all conflicts of interest in favor of the Company.
Our directors
and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other
things, time, efforts and corporation opportunity, involved in participation with such other entities. Consequently, there are
potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and
directors are engaged in other business activities, management anticipates it will devote approximately 30-40 hours per week to
the Company’s affairs.
CONFLICTS OF
INTEREST - CORPORATE OPPORTUNITIES
Presently no
requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our Company
to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty
of loyalty to our company to disclose to it any business opportunities which come to their attention, in their capacity as an
officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his
involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate
person or business opportunity from any affiliate or any client of any such person.
Our Board of
Directors has adopted a policy that the Company will not seek a fund of, any entity in which any officer or director serves as
an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board
of Directors could elect to change this policy, the Board of Directors has no present intention to do so.
The members
of the Board and management are also the Board and Management of our parent, International Hedge Group, Inc. (“IHG”)
and have ownership and compensation through IHG. IHG may be engaged by client borrowers of our Company to provide consulting services,
and such poses a risk of financial conflict to our Company.
We expect that
the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an
issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities
may occur in many
different industries
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners
of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an
initial public offering.
COMMITTEES OF
THE BOARD OF DIRECTORS
We are managed
under the direction of its board of directors.
EXECUTIVE COMMITTEE
We do not have
an executive committee, at this time.
AUDIT COMMITTEE
We have formed
a non-independent audit committee in October 2016 to assist the Board in monitoring (1) the integrity of the financial statements
of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence and performance
of the Company’s internal and external auditors. Joe Kurczodyna, as Chairman, and John Harris act as the initial members
of the Audit Committee.
The functions
of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the
independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the
independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and
financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged
by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of
the independent auditors.
In the absence
of a separate audit committee, our board of directors functions as audit committee and performs some of the same functions of
an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements;
reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management’s
administration of the system of internal accounting control.
ANNUAL MEETING
The annual meeting
of stockholders is anticipated to be held in the Fall of 2021 and will include the election of directors. The annual meeting will
be held at our principal office or at such other place as permitted by the laws of the State of Delaware and on such date as may
be fixed from time to time by resolution of our board of directors.
The 2019 Annual
Meeting was held on March 10, 2020. Please see the Definitive Proxy Statement on Schedule
14A and the subsequent results on Form
8-K. Importantly, the shareholders voted in favor of an increase in the authorized shares of the Company from 200,000,000
to 700,000,000 and an amendment to the Certificate of Incorporation was filed with the State of Delaware. A copy of the stamped
amendment is attached to the Form 8-K as Exhibit 3(i).1.
PREVIOUS “BLANK
CHECK” OR “SHELL” COMPANY INVOLVEMENT
No members of
our management have been involved in previous “blank-check” or “shell” companies.
Involvement
in Legal Proceedings
No executive
Officer or Director of our Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject
of a criminal proceeding that is currently pending.
No executive
Officer or Director of our Company is the subject of any pending legal proceedings.
No Executive
Officer or Director of our Company is involved in any bankruptcy petition by or against any business in which they are a general
partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director
of any business.
l. EXECUTIVE
AND DIRECTOR’S COMPENSATION
COMPENSATION
Summary of
Executives and Director Compensation Table
The following
table sets forth the compensation paid to our officers for the nine months ended September 30, 2021 and the years ended December
31, 2020, 2019, and 2018.
SUMMARY EXECUTIVES
COMPENSATION TABLE
In Dollars
Name & Position | |
Year | |
Contract Payments ($) (See Footnotes) | |
Bonus ($) | |
Stock awards ($) | |
Option awards ($) | |
Non-equity incentive plan compensa-tion ($) | |
Non-qualified deferred compensation earnings ($) | |
All other compensation ($) | |
Total ($) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
John Noble Harris, CEO | |
| 2021 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 242,642 | (4) | |
$ | 242,642 | (4) |
| |
| 2020 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 100,530 | (3) | |
$ | 100,530 | (3) |
| |
| 2019 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 104,720 | (2) | |
$ | 104,720 | (2) |
| |
| 2018 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 104,331 | (1) | |
$ | 104,331 | (1) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Joseph E. Kurczodyna, CFO | |
| 2021 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 242,642 | (4) | |
$ | 242,642 | (4) |
| |
| 2020 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 100,530 | (3) | |
$ | 100,530 | (3) |
| |
| 2019 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 104,720 | (2) | |
$ | 104,720 | (2) |
| |
| 2018 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 104,331 | (1) | |
$ | 104,331 | (1) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
All Current Executive Officers | |
| 2020 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 100,530 | (3) | |
$ | 100,530 | (3) |
_____________________
_________________
|
(1) |
Management collectively,
through IHG, was paid consulting fees of $104,331 for the year ended December 31, 2018. |
|
(2) |
Management collectively,
through IHG, was paid consulting fees of $104,720 for the year ended December 31, 2019. |
|
(3) |
Management collectively,
through IHG, was paid consulting fees of $100,530 for the year ended December 31, 2020. |
|
(4) |
Management collectively,
through IHG, was paid consulting fees of $242,642 for the nine months ended September 30, 2021. |
Management
fees as of September 30, 2021
IHG, controlling
shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement that
defines the compensation to be paid. For the three and nine months ended September 30, 2021, the Company recorded related party
management fees of $93,500 and $242,642, respectively. Management fees are estimated to be $95,000 for the three months ended
December 31, 2021.
Employment
Contracts and Termination of Employment and Change-in-Control Arrangements
There are no
employment contracts, compensatory plans or arrangements, including payments to be received from us, with respect to any of our
directors or executive officers which would in any way result in payments to any such person because of his or her resignation,
retirement or other termination of employment with us. These agreements do not provide for payments to be made as a result of
any change in control of us, or a change in the person’s responsibilities following such a change in control. Our Company
entered into a Management Consulting Agreement with our parent company, IHG, on December 1, 2017. The agreement is attached as
Exhibit 10.1 to the Amend. No. 1 to
the Form 10-K for the year ended December 31, 2017. The term of the agreement is until terminated with 30 days prior notice. We
agreed to pay IHG $25,000 for services occurring in 2017, payable as cash, stock, or both upon mutual agreement. We will limit
expenses of IHG pursuant to the allocations made in the budget, and all reasonable pre-approved out-of-pocket expenses actually
incurred by IHG on behalf of the Company will be reimbursed. IHG agreed to assist the Company in all filing necessary to be a
fully reporting public company, assist the Company in public relations, evaluate candidates for the portfolio of companies in
merchant banking, establish new contacts for the Company and develop proposals and deals to capture revenues, and assist the Company
in their capital funding strategy. IHG have continued to consult for the Company and for their services, they have been paid $100,530
and $104,720 for the years ended December 31, 2020 and 2019, respectively.
Compensation
Committee Interlocks and Insider Participation
Our board of
directors in our entirety acts as the compensation committee for BlackStar Enterprise Group, Inc.
DIRECTOR
COMPENSATION
The following
table sets forth certain information concerning compensation paid to our directors for services as directors, but not including
compensation for services as officers reported in the “Summary Executives’ Compensation Table” during the quarter
ended September 30, 2021 and the years ended December 31, 2020, 2019 and 2018:
Name | |
Year | |
Fees earned or paid in cash ($) | |
Stock awards ($) | |
Option awards ($) | |
Non-equity incentive plan compensation ($) | |
Non-qualified deferred compensation earnings ($) | |
All other compensation ($) | |
Total ($) |
| |
| |
| |
| |
| |
| |
| |
| |
|
John Noble Harris, | |
| 2021 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
Director | |
| 2020 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| 2019 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| 2018 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Joseph E. Kurczodyna, | |
| 2021 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
Director | |
| 2020 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| 2019 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| 2018 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
All Current Directors | |
| 2021 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
The term of
office for each Director is one (1) year, or until his/her successor is elected at our annual meeting and qualified. The term
of office for each of our Officers is at the pleasure of the Board of Directors.
The Board of
Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to
the Board of Directors was neither independently made nor negotiated at arm’s length.
At this time,
our Directors do not receive cash compensation for serving as members of our Board of Directors.
Limitation
on Liability and Indemnification
We are a Delaware
corporation. The Delaware General Corporation Laws (DGCL) provides that the articles of incorporation of a Delaware corporation
may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for
monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability
of a director (i) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section
78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper
personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our company’
or our stockholders for monetary damages to the fullest extent provided by the DGCL.
The DGCL provides
that a Delaware corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal
or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s
articles of incorporation. Our articles of incorporation do not contain any such limitation.
The DGCL provides
that a Delaware corporation may indemnify a person made a party to a Proceeding because the person is or was a director against
any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or
herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation,
that the person’s conduct was in the corporation’s best interests and, in all other cases, his or her conduct was
at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no
reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporation and bylaws allow for such indemnification.
A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived
an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged
liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding
by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.
The DGCL, unless
otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or
agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent,
if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors
or stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees,
fiduciaries and agents to the full extent permitted by Delaware law.
Our articles
of incorporation also provide that we may purchase and maintain insurance on behalf of any person who is or was a director or
officer of our company or who is or was serving at our request as a director, officer or agent of another enterprise against any
liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such,
whether or not we would have the power to indemnify him or her against such liability.
EQUITY COMPENSATION
PLAN INFORMATION
Key Employees
Stock Compensation Plan
Effective December
1, 2016, our Stock Option and Award Plan (the “Stock Incentive Plan”) was approved by our Board of Directors. Under
the Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees,
and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of
awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of
each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of
10 million shares of our common stock are subject to the Stock Incentive Plan and maybe either a qualified or non-qualified stock
option. The shares issued for the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of March
8, 2022 , we have granted no stock options to purchase any shares of our common stock under the Plan.
m. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AS OF MARCH 8 , 202 2
The following
table sets forth information with respect to the beneficial ownership of our outstanding common stock by:
|
· |
each person who
is known by us to be the beneficial owner of five percent (5%) or more of our common stock; |
|
· |
our executive officers,
and each director as identified in the “Management — Executive Compensation” section; and |
|
· |
all of our directors
and executive officers as a group. |
Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable
or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to
be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage
ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other
person.
The information
below is based on the number of shares of our common stock that we believe was beneficially owned by each person or entity as
of March 8, 2022 .
(REMAINDER OF
PAGE LEFT BLANK INTENTIONALLY)
OFFICERS
AND DIRECTORS
Title
of Class |
|
Name
of Beneficial Owner (1) |
|
Amount
and Nature of Beneficial Owner |
|
Percent
of Class Outstanding (2)(4)(5) |
|
Number
of Shares & Warrants if fully exercised |
|
Percent
of Class including Warrants |
Common
Stock |
|
John
Noble Harris,
Chief Executive Officer and Director (3)(4) |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
John Noble Harris
Chief Executive Officer and Director (3)(4) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Joseph E. Kurczodyna,
Chief Financial Officer and Director (3)(4) |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
Joseph E. Kurczodyna,
Chief Financial Officer and Director (3)(4) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
All Directors and
Executive Officers as a Group (2 persons) Common Shares |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Directors and
Executive Officers as a Group (2 persons) Preferred Shares |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The address of each
person listed above, unless otherwise indicated, is c/o BlackStar Enterprise Group, Inc., 4450 Arapahoe Ave., Suite 100, Boulder,
CO 80303. |
|
(2) |
Based upon 159,074,757
common shares issued and outstanding on a fully diluted basis. (Does not include conversion rights of Class A Preferred
Super Majority Voting Convertible Stock held by International Hedge Group, Inc., or any shares reserved under convertible
notes). |
|
(3) |
Mr. Harris, Mr.
Lahr and Mr. Kurczodyna are persons owning and/or controlling International Hedge Group, Inc. and deemed beneficial owners. |
|
(4) |
International Hedge
Group, Inc. (“IHG”), Mr. Harris, Mr. Lahr and Mr. Kurczodyna are shown collectively as each own significant IHG
common shares. IHG also controls voting of the BlackStar Class A Super Majority Voting Preferred stock which votes 60% of
the common at all times. Mr. Kurczodyna additionally has effective control of IHG through IHG Class A Super Majority Voting
Preferred shares. |
|
(5) |
Including other
affiliate companies of Mr. Harris and Mr. Kurczodyna. Mr. Harris owns 2,884,445 shares personally and 1,442,222 through an
affiliated company, for a total of 4,326,667 ( 2.72 %), not including ownership in IHG. Mr. Kurczodyna owns 2,884,445
shares personally and 1,442,222 through an affiliated company, for a total of 4,326,667 ( 2.72 %), not including ownership
in IHG. Mr. Kurczodyna additionally has effective control of IHG through IHG Class A Super Majority Voting Preferred shares. |
GREATER THAN
5% STOCKHOLDERS
Title
of Class |
|
Name
of Beneficial Owner (1) |
|
Amount
and Nature of Beneficial Owner |
|
Percent
of Class Outstanding (2)(4)(5) |
|
Number
of Shares & Warrants if fully exercised |
|
Percent
of Class including Warrants |
Common
Stock |
|
International
Hedge Group, Inc. (4) |
|
|
4,792,702 |
|
|
|
3. 01 |
% |
|
|
4,792,702 |
|
|
|
3. 01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
International Hedge
Group, Inc. (4) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
John Noble Harris,
Chief Executive Officer and Director (3)(4) |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
John Noble Harris,
Chief Executive Officer and Director (3)(4) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Todd H. Lahr,
Former President and Former Director (3)(4)(6) |
|
|
15,848,258 |
|
|
|
9.96 |
% |
|
|
15,848,258 |
|
|
|
9.96 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
Todd H. Lahr,
Former President and Former Director (3)(4)(6) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Joseph E. Kurczodyna,
Chief Financial Officer and Director (3)(4) |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
9,119,369 |
|
|
|
5.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Preferred
Convertible Stock |
|
Joseph E. Kurczodyna,
Chief Financial Officer and Director (3)(4) |
|
|
1,000,000 |
|
|
|
100 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
24,501,592 |
|
|
|
15.4 |
% |
|
|
24,501,592 |
|
|
|
15.4 |
% |
|
(1) |
The address of each
person listed above, unless otherwise indicated, is c/o BlackStar Enterprise Group, Inc., 4450 Arapahoe Ave., Suite 100, Boulder,
CO 80303. |
|
(2) |
Based upon 159,074,757
shares issued and outstanding on a fully diluted basis. (Does not include conversion rights of Class A Preferred
Super Majority Voting Convertible Stock held by International Hedge Group, Inc., or any shares reserved under convertible
notes). |
|
(3) |
Mr. Harris, Mr.
Lahr and Mr. Kurczodyna are persons owning and controlling International Hedge Group, Inc. and deemed beneficial owners. |
|
(4) |
International Hedge
Group, Inc. (“IHG”), Mr. Harris, Mr. Lahr and Mr. Kurczodyna are shown collectively as they jointly own IHG. IHG
also controls voting of the BlackStar Class A Super Majority Voting Preferred stock which votes 60% of the common at all times.
Mr. Kurczodyna additionally has effective control of IHG through IHG Class A Super Majority Voting Preferred shares. |
|
(5) |
Including other
affiliate companies of Mr. Harris and Mr. Kurczodyna. Mr. Harris owns 2,884,445 shares personally and 1,442,222 through an
affiliated company, for a total of 4,326,667 ( 2.72 %), not including ownership in IHG. Mr. Kurczodyna owns 2,884,445
shares personally and 1,442,222 through an affiliated company, for a total of 4,326,667 ( 2.72 %), not including ownership
in IHG. Mr. Kurczodyna additionally has effective control of IHG through IHG Class A Super Majority Voting Preferred shares. |
|
(6) |
Resigned as an Officer
and Director of BlackStar Enterprise Group, Inc. on February 8, 2017 and as an Officer and Director of International Hedge
Group, Inc. on February 9, 2017. |
Rule 13d-3 under
the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a
beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power
with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the
right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant
or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges
are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such
person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any
other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable
likelihood of being “in the money” within the next sixty days. Please note that all convertible notes outstanding
contain provisions prohibiting the holders from converting if their ownership would become greater than 4.99%.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
We adopted a
Stock Option and Award Plan on December 1, 2016. We have authorized 10,000,000 shares of common stock to be available for the
Plan. We have granted no options exercisable for shares of our common stock under the Plan.
n. CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS, PROMOTERS AND CONTROL PERSONS
Other than the
transactions discussed below, we have not entered into any transaction in past two years, nor are there any proposed transactions
in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.
On December
18, 2020, our parent company, IHG, filed an amendment to their articles of incorporation designating 1,000,000 of their 20,000,000
authorized preferred shares to be designated Class A Preferred Stock and setting forth the Convertible Super Majority Voting Privileges.
The IHG Board of Directors authorized a vote by the disinterested shareholders, and a majority of shareholders voted in favor
of issuing the 1,000,000 IHG Class A Preferred shares to Mr. Kurczodyna as compensation for services provided to IHG. The holders
of the IHG Class A shall have that number of votes equal to that number of IHG common shares which is not less than 60% of the
vote required to approve any action, and the holders of IHG Class A Preferred may choose to convert the IHG Class A Preferred
Stock into shares of IHG common stock at the rate of one (1) IHG Class A Preferred for two-hundred ten (210) IHG common shares.
This is a significant increase to the control of IHG by Mr. Kurczodyna, which effectively means that Mr. Kurczodyna has control
of BlackStar since IHG owns the BlackStar Class A Super Majority Voting Preferred. Mr. Kurczodyna previously shared control of
IHG with Mr. Harris and Mr. Lahr.
CONFLICTS
OF INTEREST – GENERAL
There can be
no assurance that management will resolve all conflicts of interest in favor of the Company.
Our directors
and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other
things, time, efforts and corporation opportunity, involved in participation with such other entities. Consequently, there are
potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and
directors are engaged in other business activities, management anticipates it will devote between 20 and 40 hours per week to
the Company’s affairs.
CONFLICTS OF
INTEREST - CORPORATE OPPORTUNITIES
Presently no
requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our Company
to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty
of loyalty to our company to disclose to it any business opportunities which come to their attention, in their capacity as an
officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his
involvement as an officer and director of another company.
We have no intention
of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such
person.
Our Board of
Directors has adopted a policy that the Company will not seek a fund of, any entity in which any officer or director serves as
an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board
of Directors could elect to change this policy, the Board of Directors has no present intention to do so.
The members
of the Board and management are also the Board and Management of our parent, International Hedge Group, Inc. (“IHG”)
and have ownership and compensation through IHG. IHG will often be engaged by client borrowers of our Company to provide, consulting
services, and such poses a risk of financial conflict to our Company.
Related Party
Employment Agreements and Family Relationships of Directors
No family relationships
of Directors exist and no related party employment agreements exist as of March 8, 2022 .
Capital Contributions by Officer,
Director, Principal Shareholder
The Company
was initially financed by its current and former officers and directors, and its parent company, IHG. The Company issued restricted
common shares during 2016, 2017 and 2018 to its founders and IHG, and has subsequently retired shares of its parent, IHG, to treasury
as anti-dilutive measures. Additionally, Messrs. Harris and Kurczodyna have assigned shares converted from warrants. IHG controls
the Company through the BlackStar Class A Super Majority Preferred Stock. As of December 2020, Mr. Kurczodyna additionally controls
IHG through IHG Super Majority Preferred Stock. Further details are included in the discussion of “Description of Securities”
above.
Director
Independence
Our board of
directors undertook our annual review of the independence of the directors and considered whether any director had a material
relationship with us or our management that could compromise his ability to exercise independent judgment in carrying out his
responsibilities. As a result of this review, the board of directors affirmatively determined that none of our directors are “independent”
as such term is used under the rules and regulations of the Securities and Exchange Commission.
ITEM 11A.
MATERIAL CHANGES
There are no material changes in
the Company’s affairs which have occurred since the end of the latest fiscal year or which audited financial statements
were included in the latest Form 10-K and that have not been described in a Form 10-Q or Form 8-K filed under the Exchange Act.
ITEM 12.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
WHERE
YOU CAN FIND MORE INFORMATION
We are subject
to the informational requirements of the Securities Exchange Act of 1934 and file reports and other information with the SEC.
You can read our SEC filings, including the registration statement, over the internet at the SEC’s website at http://www.sec.gov.
You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street N.E., Washington, D.C. 20549.
Additionally, you can obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC
at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of its Public Reference Room.
EXPERTS
The financial
statements as of December 31, 2020 and 2019 and for each of the years in the two-year period ended December 31, 2020 have been
so included in reliance on the report of BF Borgers CPA PC, which includes an
explanatory
paragraph as to the company’s ability to continue as a going concern, of BF Borgers CPA PC, an independent registered public
accounting firm, appearing elsewhere herein, and upon the authority of BF Borgers CPA PC as experts in accounting and auditing.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The SEC allows
us to “incorporate by reference” into this prospectus information we have filed with it. The information incorporated
by reference is an important part of this prospectus and is considered to be part of this prospectus. We incorporate by reference
the documents listed as exhibits to the document in Item 16.
ITEM 12A. DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Delaware
General Corporation Law requires us to indemnify officers and directors for any expenses incurred by any officer or director in
connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer
or director because of his or her status as an officer or director, to the extent that the director or officer has been successful
on the merits or otherwise in defense of the action or proceeding. The Delaware General Corporation Law permits a corporation
to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any
action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to
be in or not opposed to the best interests of us and such indemnification is authorized by the stockholders, by a quorum of disinterested
directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting
of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot
be obtained.
The Delaware
General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer’s
or director’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material
to the cause of action. Despite the foregoing limitations on indemnification, the Delaware General Corporation Law may permit
an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have
committed intentional misconduct, fraud, or a knowing violation of the law.
The Delaware
General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of distributions,
except for those directors registering their dissent to the payment of the distribution.
According to
our bylaws, we are authorized to indemnify our directors to the fullest extent authorized under Delaware Law subject to certain
specified limitations.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and persons
controlling us pursuant to the foregoing provisions or otherwise, we are advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
[OUTSIDE BACK
COVER PAGE OF PROSPECTUS]
Dealer Prospectus
Delivery Requirements
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We have expended,
or will expend fees in relation to this registration statement as detailed below:
Expenditure
Item |
|
Amount |
Attorney
Fees |
|
$ |
25,000 |
|
Audit
Fees |
|
$ |
10,000 |
|
Transfer
Agent Fees |
|
$ |
2,000 |
|
SEC
Registration and Blue Sky Registration fees (estimated) |
|
$ |
5,000 |
|
Printing
Costs and Miscellaneous Expenses (estimated) |
|
$ |
5,000 |
|
Total |
|
$ |
47,000 |
|
ITEM 14.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
We
intend to maintain general liability insurance that covers certain liabilities of our directors and officers arising out of claims
based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons who control
us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions. We believe that these provisions, the indemnification agreements, and the insurance are necessary
to attract and retain talented and experienced directors and officers.
At
present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be
required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.
ITEM 15.
RECENT SALES OF UNREGISTERED SECURITIES
We have sold
securities in the past two fiscal years ending December 31, 2020 and 2019 and quarters through September 30, 2021 without registering
the securities under the Securities Act of 1933 as shown in the following summaries, including transactions occurring to the date
of this filing:
2021
On
January 15, 2021, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note
totaling $43,500 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 20,871,651
shares of Common Stock for conversion pursuant to the note. Details of the promissory note
and securities purchase agreement can be found in the Form
8-K and exhibits filed on January 26, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
January 28, 2021, BlackStar Enterprise Group, Inc. and SE Holdings, LLC entered into a convertible promissory note totaling $220,000
and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 44,000,000 shares of Common
Stock for conversion pursuant to the note. Details of the promissory
note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on February 4, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On March 31,
2021, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note totaling $103,500
and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 20,535,714 shares of Common
Stock for conversion pursuant to the note. Details of the promissory note and securities purchase agreement can be found in the
Form 8-K and exhibits
filed on April 8, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On April
29, 2021, BlackStar Enterprise Group, Inc. and Adar Alef, LLC entered into a convertible promissory note totaling $550,000 and
a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 86,105,000 shares of Common
Stock for conversion pursuant to the note. Details of the promissory note, securities purchase agreement, and transfer agent letter
can be found in the Form
10-Q and exhibits filed May 17, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On May
6, 2021, the Company issued 396,040 shares of restricted common stock to Carter, Terry & Company pursuant to an engagement
agreement for capital raising services dated October 17, 2019. The issuance was made in reliance upon Section 4(a)(2) of the Act
and under an exemption of Rule 506(b) of Regulation D, or any other such exemptions as the transaction may qualify. Carter, Terry
& Company is well known to us and our management, through pre-existing business relationships, as our current financial advisor
and placement agent. Carter, Terry & Company was provided access to all material information, which they requested, and all
information necessary to verify such information and were afforded access to our management in connection with this issuance.
All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution,
acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive
legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities
either being first registered or otherwise exempt from registration in any further resale or disposition.
On June
23, 2021, the outstanding loans to the two individuals first entering into loans with the Company on April 24 and 29, 2019, respectively,
were paid off and the Company entered into two new loans in the amounts of $10,000 $20,000, dated May 18, 2021 and due November
18, 2021 with interest at 11%. Each of the two loan holders was paid $10,000 principal (an aggregate $20,000) and aggregate accrued
interest of $2,750. In addition, the two individuals were issued an aggregate 300,000 shares of the Company’s common. The
Company and the holders of the notes above executed agreements 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On June
24, 2021, BlackStar Enterprise Group, Inc. issued 500,000 shares to Matthew Baldwin for services rendered and the issuance was
made by us in reliance upon Section 4(a)(2) of the Act and under an exemption of Rule 506(b) of Regulation D, or any other such
exemptions as the transaction may qualify. Mr. Baldwin is well known to us and our management, through pre-existing business relationships,
as our long-standing contractor for software development. Mr. Baldwin was provided access to all material information, which he
requested, and all information necessary to verify such information and were afforded access to our management in connection with
his issuance. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward
distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained
restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such
securities either being first registered or otherwise exempt from registration in any further resale or disposition.
On September
1, 2021, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note totaling
$53,750 and a securities purchase agreement. The Company initially reserved out of its
authorized
Common Stock 17,348,036 shares of Common Stock for conversion pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on September 30, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On October
1, 2021, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note totaling
$78,750 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 23,954,227 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities purchase agreement can be found
in the Form 8-K
and exhibits filed on October 26, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On October
11, 2021, BlackStar Enterprise Group, Inc. and GS Capital Partners, LLC entered into a convertible promissory note totaling $60,000
and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 13,245,000 shares of Common
Stock for conversion pursuant to the note. Details of the promissory note and securities purchase agreement can be found in the
Form 8-K and exhibits
filed on October 26, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
November 29, 2021, BlackStar Enterprise Group, Inc. and Sixth Street Lending LLC entered into a convertible promissory note totaling
$45,750 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 21,436,938 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities purchase agreement can be found
in the Form
8-K and exhibits filed on December 8, 2021. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
February 14, 2022, BlackStar Enterprise Group, Inc. and Sixth Street Lending LLC entered into a convertible promissory note totaling
$55,750 and a securities purchase agreement. The Company has initially reserved out of its authorized Common Stock one share of
Common Stock for conversion, although 47,871,198 may be reserved pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on March 2, 2021. The Company and the holder executed the
securities purchase agreement 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 SEC under the 1933 Act,
and/or Section 4(a)(2) of the 1933 Act.
2020
On
May 22, 2020, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note totaling
$103,000 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 63,319,672 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on June 2, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
July 24, 2020, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note totaling
$43,000 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 46,478,112 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on August 4, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
September 24, 2020, BlackStar Enterprise Group, Inc. and Power Up Lending Group Ltd. entered into a convertible promissory note
totaling $53,000 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 25,429,828
shares of Common Stock for conversion pursuant to the note. Details of the promissory note
and securities purchase agreement can be found in the Form
8-K and exhibits filed on October 14, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
November 20, 2020, BlackStar Enterprise Group, Inc. and Quick Capital, LLC. entered into a convertible promissory note totaling
$33,275 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 12,000,000 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on November 27, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
December 4, 2020, BlackStar Enterprise Group, Inc. and GS Capital Partners, LLC. entered into a convertible promissory note totaling
$55,000 and a securities purchase agreement. The Company initially reserved out of its authorized Common Stock 28,000,000 shares
of Common Stock for conversion pursuant to the note. Details of the promissory note and securities
purchase agreement can be found in the Form
8-K and exhibits filed on December 8, 2020. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act. On
June 4, 2021, GS Capital Partners, LLC converted $17,500 of principal and $983 of interest and fees into 990,360 shares of common
stock. On June 14, 2021, GS Capital Partners, LLC converted $22,500 of principal and $1,294 of interest and fees into 1,645,189
shares of common stock. On July 6, 2021, GS Capital Partners, LLC converted the remaining $15,000 of principal and $990 of interest
and fees into 976,454 shares of common stock. At the time of filing, the note was paid in full.
2019
On April 24
and April 29, 2019, BlackStar Enterprise Group, Inc. and two individual accredited investors entered into unsecured promissory
notes totaling $30,000. Holders additionally executed subscription agreements containing standard representations and warranties
regarding the purchase and their accredited investor status. The Company executed six-month, 11% annual interest rate promissory
notes of the Company with Holders, in the principal amount of $20,000 and $10,000, upon the terms and subject to the limitations
and conditions set forth in such Notes. The Holders received 100,000 and 50,000 restricted shares of Common Stock of the Company,
respectively, as consideration. The Notes mature on October 24 and October 29, 2019, respectively. The Company may prepay the
Notes in whole or in part at any time, but no prepayment shall entitle the Company to reduce the total amount of principal and
interest due under the Notes. If the indebtedness is not paid in full by the Maturity Date, interest will continue to accrue at
a rate of 11% annually. Details of the promissory notes can be found in the Form
8-K and exhibits filed on June 10, 2019. On December 13, 2019, the Company negotiated a six-month extension with the holders
and paid $1,100 and $550 in cash, respectively, for accrued interest and issued 100,000 and 50,000 shares of common stock, respectively,
as an additional inducement for the extension. The Company and the holders executed the notes 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
April 30, 2019, BlackStar Enterprise Group, Inc. and Auctus Fund LLC. entered into a convertible promissory note totaling $110,000,
a securities purchase agreement, and a common stock warrant for 440,000 shares. The Company initially reserved out of its authorized
Common Stock 10,000,000 shares of Common Stock for conversion pursuant to the note. Details
of the promissory note and securities purchase agreement can be found in the Form
8-K and exhibits filed on May 7, 2019. The Company and the holder executed the securities purchase agreement 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
On
November 1, 2019, BlackStar Enterprise Group, Inc. and GS Capital Partners, LLC entered into a convertible promissory note totaling
$70,000 (Note 1) and a securities purchase agreement. On November 4, 2019, BlackStar Enterprise Group, Inc. and Adar Alef, LLC
entered into a convertible promissory note (Note 2) totaling $70,000 and a securities purchase agreement. Until
the Company’s obligations under the notes are paid and performed in full, the Transfer Agent of the Company is authorized
to establish a reserve of shares of authorized but unissued Common Stock of the Company in an amount not less than 28,000,000
and 22,994,383 shares (a total of 50,994,383) for issuance upon partial or full conversion of the Note 1 and Note 2, respectively,
in accordance with the terms thereof, and the Transfer Agent shall immediately add shares of Common Stock to the reserved shares
as and when requested by Company or holder in writing from time to time, so long as there are sufficient authorized and unissued
shares of the Company not otherwise reserved available to do so. Details of the promissory notes and securities purchase agreements
can be found in the Form 8-K
and exhibits filed on November, 2019. The Company and the holders executed the securities purchase agreements 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 SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
As part of management’s
anti-dilutive strategy and in connection with the above offerings, 7,289,891 shares of IHG were cancelled as of December 31, 2019.
The Company also needed additional shares to be added to the reserved shares of common stock for conversions of promissory notes
outstanding.
Exemption
from Registration Claimed
Sales and issuances
by us of the unregistered securities listed above were made by us in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased the unregistered securities were all known to
us and our management, through pre-existing business relationships, as long-standing business associates, friends, and employees.
All purchasers were provided access to all material information, which they requested, and all information necessary to verify
such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered
securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All
certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer
of the certificates or agreements representing such securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition. Each purchaser made written representation under Rule 506 of Regulation
D, including net worth and sophistication. We required written representation that each purchaser who was not an accredited investor,
either alone or with his purchaser representative, had such knowledge and experience in financial and business matters that he/she
was capable of evaluating the merits and risks of the prospective investment, and the issuer reasonably believed (based on written
representations) immediately prior to making any sale that the purchaser came within this description.
ISSUER PURCHASES
OF EQUITY SECURITIES
We did not repurchase
any shares of our common stock during the three months ended September 30, 2021.
(REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY)
ITEM 16.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following
exhibits are incorporated into this registration statement on Form S-1:
EXHIBIT INDEX
|
|
Incorporated
by Reference |
Exhibit Number |
Exhibit Description |
Form |
Exhibit |
Filing
Date/Period
End
Date |
3(i).1 |
Certificate
of Incorporation of NPI08, Inc. – filed December 17, 2007 |
10-12g |
3(i).1 |
12/28/16 |
3(i).2 |
Certificate
of Amendment of BlackStar Energy Group, Inc. – name change to BlackStar Enterprise Group, Inc. filed July 14, 2016 |
10-12g |
3(i).2 |
12/28/16 |
3(i).3 |
Certificate
of Amendment filed August 25, 2016 |
10-12g |
3(i).3 |
12/28/16 |
3(i).4 |
Certificate
of Correction filed August 25, 2016 |
10-12g |
3(i).4 |
12/28/16 |
3(i).5 |
Articles
of Incorporation for Crypto Equity Management Corp. |
8-K |
3.1 |
10/10/17 |
3(i).6 |
Articles
of Incorporation for Crypto Industry SRO Inc. |
8-K |
3.1 |
3/1/18 |
3(i).7 |
Certificate
of Amendment filed March 12, 2020 |
10-K |
3(i).6 |
5/12/20 |
3(ii).1 |
Bylaws
of BlackStar Enterprise Group, Inc. |
10-12g |
3.2 |
12/28/16 |
10.1 |
Management
Consulting Agreement – BlackStar Enterprise Group, Inc. and International Hedge Group, Inc., December 1, 2017 |
10-K/A |
10.1 |
7/3/18 |
10.2 |
Agreement
with Solidgreen Software, LLC [5] |
10-K/A-2 |
10.4 |
9/5/18 |
10.3 |
Convertible
Promissory Note with Quick Capital, LLC |
8-K |
10.1 |
11/27/20 |
10.4 |
Securities
Purchase Agreement with Quick Capital, LLC |
8-K |
10.2 |
11/27/20 |
10.5 |
Convertible
Promissory Note with GS Capital Partners, LLC |
8-K |
10.1 |
12/8/20 |
10.6 |
Securities
Purchase Agreement with GS Capital Partners, LLC |
8-K |
10.2 |
12/8/20 |
10.7 |
Convertible
Promissory Note with SE Holdings, LLC |
8-K |
10.1 |
2/4/21 |
10.8 |
Securities
Purchase Agreement with SE Holdings, LLC |
8-K |
10.2 |
2/4/21 |
10.9 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.1 |
4/8/21 |
10.10 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.2 |
4/8/21 |
10.11 |
Convertible
Promissory Note with Adar Alef, LLC |
10-Q |
10.1 |
5/17/21 |
10.12 |
Securities
Purchase Agreement with Adar Alef, LLC |
10-Q |
10.2 |
5/17/21 |
10.13 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.1 |
8/3/21 |
10.14 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.2 |
8/3/21 |
10.15 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.4 |
8/3/21 |
10.16 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.5 |
8/3/21 |
10.17 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.1 |
9/30/21 |
10.18 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.2 |
9/30/21 |
10.19 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.1 |
10/26/21 |
10.20 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.2 |
10/26/21 |
10.21 |
Convertible
Promissory Note with Power Up Lending Group, Ltd. |
8-K |
10.4 |
10/26/21 |
10.22 |
Securities
Purchase Agreement with Power Up Lending Group, Ltd. |
8-K |
10.5 |
10/26/21 |
21 |
Subsidiaries |
|
* |
|
23.1 |
Consent of Attorney |
|
* |
|
23.2 |
Consent of Independent Registered Public Accounting Firm |
|
* |
|
107 |
Filing Fee Table |
|
* |
|
|
|
|
|
|
*Filed Herewith
ITEM 17. UNDERTAKINGS
We hereby undertake
the following:
To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
a. |
To include any prospectus
required by Section 10(a) (3) of the Securities Act of 1933; |
|
b. |
To reflect in the
prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective
amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement; and |
|
c. |
To include any material
information with respect to the plan of distribution not previously disclosed in this registration statement or any material
change to such information in the registration statement. |
That, for the
purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
To remove from
registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination
of the Offering.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to the directors, officers and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event
that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of
the directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one
of the directors, officers, or controlling persons in connection with the securities being registered, we will unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final
adjudication of such issue.
For determining
liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b) (1) or (4)
or 497(h) under the Securities Act as part of this Registration Statement as of the time the Commission declared it effective.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on our behalf
by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on March
11, 2022 .
BLACKSTAR
ENTERPRISE GROUP, INC.
/s/
John Noble Harris |
|
March
11 , 2022 |
John
Noble Harris |
|
|
(Chief
Executive Officer and Principal Executive Officer) |
|
|
|
|
|
|
|
|
/s/
Joseph E. Kurczodyna |
|
March 11, 2022 |
Joseph
E. Kurczodyna |
|
|
(Chief
Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
|
In accordance
with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
/s/
John Noble Harris |
|
March 11 ,
2022 |
John
Noble Harris |
|
|
Director |
|
|
|
|
|
|
|
|
/s/
Joseph E. Kurczodyna |
|
March 11, 2022 |
Joseph
E. Kurczodyna |
|
|
Director |
|
|
|
|
|
|
|
|
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