This Form 10-K contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans
and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks
in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and
not in limitation:
This list is not an exhaustive list of the
factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers
should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United
States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references
to “common stock” refer to the common shares in our capital stock.
ITEM 1. BUSINESS.
GENERAL
The following is a summary of some of the information
contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,”
“we,” “our,” “BlackStar,” or the “Company” 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 to trade electronic fungible shares of our common stock. Once completed, the platform design might enable us to license
the technology as a Platform as a Service (“PaaS”) for other publicly traded companies, providing revenue to finance
our merchant banking. The completion of our software platform depends on our ability to license it to an existing Alternative Trading
System (“ATS”) or for us to possibly register as an ATS, which we do not intend to do at this time as we would prefer
to license our platform to an existing ATS. The platform is not currently operational or in use by anyone. We have recognized net
losses of ($1,225,207) in the year ended December 31, 2022. We have relied solely on sales of our securities, convertible note
financing, and private loans to fund our operations.
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.
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 $1,235,000,000 in annual gross revenue and did not have such amount as of December 31, 2022, 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 $1,235,000,000 or (ii) we issue
more than $1,235,000,000 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 this 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.,
(“BlackStar,” “we,” “our”) 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.
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.
Definitions
As used throughout this Report, 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 Electronic Fungible Shares trading platform enabling
the trading of BlackStar common shares in electronic fungible form. (The BDTP TM has not been approved
by any regulatory agency or broker dealer and is not currently operational.)
BlackStar Electronic
Fungible Shares (“BEFS”): a digitally evidenced share, also known as an electronic share, (see “Digital Share”
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 on BDTP TM. Digital equity shares are the
“electronic fungible shares” on account. Electronic Fungible Shares are the same class of common stock as, and are
identical to, paper certificated and book-entry shares of common stock; BEFS merely describes the format of the share of common
stock.
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”): computer software platforms, including the BDTP TM, for the trading of
only one SEC regulated security on an immutable blockchain, and for the analysis, monitoring, storing, and tracking of financial
investments on an immutable blockchain. The Company will subscribe the platform to individual public companies for the exclusive
exchange of cash for free-trading shares of one public company, creating an individual spot market.
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, an electronic fungible share, or an electronic fungible common share
in this document. Digital shares are the same class of common stock as, and are identical to, paper certificated and book-entry
shares of common stock; digital share merely describes the format of the share of common stock.
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)
|
|
|
|
|
|
|
Blockchain Equity Management Corp.
(a Colorado corporation) |
Blockchain Equity SRO, Inc.
(a Colorado non-profit corporation) |
|
|
|
|
|
|
COMPANY OVERVIEW
We are based in Boulder, Colorado and
are engaged in Merchant Banking and Finance in the United States. 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 Enterprise Group, Inc. is traded on the OTC
Pink under the symbol “BEGI.”
Since 2018 we have also been developing
a blockchain-based software platform to trade electronic fungible 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 ($1,225,207) in the year ended December 31, 2022. We have relied
solely on sales of our securities, convertible note financing, and private loans to fund our operations. The completion of our
software platform depends on our ability to license it to an existing Alternative Trading System (“ATS”) or registration
as an ATS.
The Company has designed and is finalizing
development of a BlackStar Digital Trading Platform TM (“BDTP TM”) referenced
above and anticipates completion of the platform in the next several months. The Company has designed the BDTP TM to
trade electronic fungible shares of BEGI (or any other company), and intends to use the BDTP TM as proof-of-concept
to other companies looking for a similar market solution. The platform can 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 revenues. We have completed a working demonstration on Amazon Web Services Quantum Ledger Database (“QLDB”)
designed to facilitate shareholder trading activity. We are in the process of finalizing the software design and are now trying
to organize an arrangement with a broker-dealer, clearing firm, existing ATS, or other trading system in order to begin trading
electronic fungible BEGI shares over the BDTP TM subject to approval by the SEC.
BlackStar intends to offer consulting
and regulatory compliance services to companies desiring to issue electronic fungible shares and blockchain entrepreneurs for securities,
tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in electronic fungible share-related
ventures though our wholly-owned subsidiary, Blockchain Equity Management Corp. (“BEMC”) formed in September 2017.
BEMC is currently non-operational, inactive and has no business or clients at this time. It is intended to offer advisory services
as to how to implement use of a custom platform for the client’s equity based off of the BDTP TM.
BEMC has not established any anticipated time frames or key milestones for BEMC business.
As to the BEMC business model, the primary
factor for its development is dependent upon whether the BDTP TM achieves regulatory
approval by the SEC for the platform and an ATS arrangement has been achieved and approved as necessary by the SEC.
In addition to the services described
above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Blockchain Equity SRO, Inc., formerly known as Crypto
Industry SRO Inc., a self-regulatory membership organization for the digital share industry. Further details about the business
plan for BEMC, the operating subsidiary of BlackStar, and Blockchain Equity SRO can be found in the section below.
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.
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 initially 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 individual,
but IHG and BlackStar may each seek funding from different and as yet, undetermined sources, with funding structures of different
natures.
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.
CURRENT BUSINESS – MERCHANT
BANKING
Our Company, BlackStar Enterprise Group,
Inc. (OTC Pink: BEGI) is a publicly traded merchant banking firm seeking to facilitate venture capital to early-stage revenue companies.
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 and we did not control that venture.
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.
Services
As BlackStar focuses its merchant banking
efforts on the 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 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 BEMC, will seek to 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 DLT-related ventures.
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
electronic share and DLT world. To facilitate this process, BlackStar plans to establish an advisory board in its subsidiary, Blockchain
Equity 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 electronic
share 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 BEMC, will initially
control and manage each venture it enters into in the electronic share 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 31, 2023, 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.
PROPOSED NEW LINES OF BUSINESS
The matters discussed below contain
certain forward-looking information and relate to analyses, business plans, business opportunities, management intentions and other
information, available as of the date hereof, but is not yet fully determinable. These statements also relate to our contemplated
future prospects, developments and business strategies. Although we believe that our plans, intentions and expectations reflected
in or suggested by the matters discussed below are reasonable, we cannot assure you that such plans, intentions or expectations
will be achieved. Important factors that could cause actual plans, intentions or expectations to differ materially from our plans,
intentions or expectations include, but are not limited to the risks and uncertainties included under “Risk Factors”
in this document. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our
actual plans, intentions or expectations may vary materially from those discussed below. Given these uncertainties, users of the
information included below are cautioned not to place undue reliance on such information.
BlackStar Digital Trading Platform
TM
Background
Under the Securities Act of 1933, the offer
and sale of securities must be registered unless an exemption from registration is available. Title III of the Jumpstart Our Business
Startups (JOBS) Act of 2012 added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding
transactions. In 2015, the SEC adopted Regulation Crowdfunding to implement the requirements of Title III. Under the rules, eligible
companies were allowed to raise capital using Regulation Crowdfunding starting in May 2016. The landscape of new rules and regulations
made Regulation Crowdfunding extremely difficult for companies to effectively raise money. Companies were limited to how much they
could raise, solicitation rules across state lines for accredited and non-accredited investors is complicated, liquidity issues
arise with no public trading market for private securities, high transaction costs, and the amount one could invest.
The Bitcoin started trading on its blockchain
in 2011 and by 2017, coinciding with the failure of crowdfunding, “coins” and “tokens” were underwritten
on a blockchain to fund global projects and start-up companies. The blockchain offered issuers a platform to fund and investors
the freedom to trade with few limitations or regulations. Investors opened “wallets” rather than a trading account
with a registered broker-dealer. Investors made their own decisions, there were no minimum amounts, there were no trading hours,
and there were no commissions. Investors could trade new ideas with a “coin” or “currency” connected to
the company through a “wallet.” The cryptocurrency innovation was based on a new distributed ledger design using a
blockchain. The many “tokens” and “coins” created and promoted on the blockchain were founded in a totally
unregulated environment. As a result, there have been many fraudulent “offerings” that ran afoul of existing SEC registration
requirements, there have been thefts of “coins” and “tokens”, collapses of the “tokens/coins”,
bankruptcies and closures of brokers and traders in the cryptocurrency environment, all with enormous losses to investors. The
SEC has used enforcement actions of existing laws to regulate this new industry. This has created the need to create blockchain
innovations under existing SEC rules.
In June 2017, the management of BlackStar began
analyzing the crypto industry due, in large part, to its rapid ascent in popularity. BlackStar realized that the public blockchain
trading of these faux currencies plagiarized the U.S. securities market and reduced the ability to fund and trade small companies
and new issues. BlackStar noted the lack of specific regulation and is attempting to design a new system based within the existing
rules of the SEC and FINRA.
Our Company has examined numerous “exchanges”
or “platforms” for trading and believed that, among other things, they lacked essential regulatory compliance practices.
This research and management’s securities and compliance background lead the Company to create a platform that contains the
essentials for full regulatory compliance including:
• Know-Your-Customer (KYC);
• Anti-Money Laundering (AML);
• IRS tax reporting; and
• SEC compliance.
In July 2020, the Company determined that similar
products and services (although not identical to the BDTP™ platform) have needed to register or have been required to register
as an ATS in accordance with Regulation ATS, which is the regulatory framework for “alternative trading systems” (ATS).
An ATS is an SEC-regulated trading venue which serves as an alternative to trading at a public exchange. The basic function of
a broker-operated ATS is an electronic manifestation of a previously manual trading process, when trading desks would first try
to execute trades internally before sending the order to a public exchange, although this is a small portion of all US stock market
transactions. The vast majority of trades still occur at exchanges and electronic communication networks (ECNs).
Under the existing regulatory framework, an
ATS is a trading system that meets the definition of “exchange” under federal securities laws but is not required to
register as a national securities exchange if the ATS operates under the exemption provided under Exchange Act Rule 3a1-1(a). To
operate under this exemption, an ATS must comply with the requirements set forth in Rules 300-303 of Regulation ATS. To comply
with Regulation ATS, an ATS must, among other things, register as a broker-dealer and file an initial operation report with the
SEC on Form ATS before commencing operations. Thereafter, an ATS must file amendments to Form ATS to provide notice of any changes
to its operations, and must file a cessation of operation report on Form ATS if it ceases operations. Form ATS is not an application
and the SEC does not approve an ATS before it begins operation. Form ATS is, instead, a notice to the SEC. As of September 30,
2022, the SEC lists 33 ATS’s that trade National Market System (NMS) stocks.
As a result, in lieu of expending the money
and resources to become an ATS at this time, the Company is seeking to license the BDTP™ platform to an existing ATS, broker-dealer,
and/or clearing firm to host the BDTP™ platform so that it may comply with existing rules and regulations. If we are unable
to license it to an entity in this way, we may reevaluate whether to seek compliance with Regulation ATS as a standalone ATS. See
the section below entitled “Licensing the BDTP™ Platform With An Existing Trading System” for additional
information.
Overview of the BDTP™ Platform
BlackStar intends the BDTP™ to be a tool
for trading securities within the existing FINRA and SEC regulated brokerage ecosystem, addressing many of the regulatory issues
by operating within the existing confines of the system. For example, customers will continue to use brokerage accounts and broker-dealers
and the transfer agent will continue to maintain the shareholder records. In addition, the BDTP™ platform is intended to
seamlessly integrate with the order entry processes, priority rules, and execution procedures of the existing brokerage ecosystem.
All custodial duties are intended to remain the same because the BDTP™ will pass encrypted customer and account information
and buy/sell orders to the relevant parties. As currently contemplated and as a brief summary, the BDTP™ platform is expected
to operate in the following manner:
Blockchain First TM: Financial services
software for managing the trading of stocks or equities on a Distributed Ledger that prevents the disruption of order flow of customer
trades.
*** THE BROKER DEALER SUBMITS THE CERTIFICATES
TO THE TRANSFER AGENT AND THE TRANSFER AGENT VERIFIES OWNERSHIP. THEN THE BROKER DEALER’S POSITION IS EITHER DEBITED OR CREDITED
DEPENDING UPON WHETHER IT WAS A DEPOSIT OR WITHDRAWAL.
BlackStar 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. The BDTP™ would offer a web-based interface for trading transactions as well as an Application
Programming Interface (API) that directly accesses all transactions stored on the BDTP™. In June 2020, BlackStar and Artuova,
a custom software development company, successfully completed a production ready user interface for the BDTP™ platform, which
is feature-complete. As of September 21, 2022, the core platform and its software is complete and is in the testing phase. The
BDTP™ platform 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. BlackStar intends to continue to seek
further input from various regulatory agencies and others on the functionality of the BDTP™ over the next several months.
It will remain in the testing phase until we license the BDTP™ platform to a broker-dealer, clearing firm, and/or ATS. The
BDTP™ platform is not designed to support transactions in any tokens, faux currencies, coins, crypto or any crypto related
assets.
We believe that the BDTP™ platform is
compatible with the Depository Trust Company’s (DTC) Deposit and Withdrawal at Custodian (DWAC) service, which provides participants
with the ability to make electronic book-entry deposits and withdrawals of eligible securities into and out of their DTC book-entry
accounts using a Fast Automated Securities Transfer service (FAST) transfer agent as the distribution point. We have designed our
technology to be fully compatible with the DWAC system – i.e. shares of stock in uncertificated (book-entry) form can be
moved into or out of the DWAC system just as with certificated shares of stock through a company’s existing transfer agent
and existing broker-dealers.
We further believe that blockchain technology
is compatible with the DWAC system because it does not contradict or counter the system, but rather provides an alternative for
the customer to execute trades without markups/markdowns and at very low costs. DTC is market-neutral, which means it accepts transactions
from multiple exchanges and trading platforms on a nondiscriminatory basis. It currently supports more than 50 exchanges and trading
platforms, including the New York Stock Exchange (NYSE), Nasdaq, and the OTC Markets. This is the design of the BDTP™ platform.
The BDTP™ platform is simply another trading platform, which uses blockchain technology and is designed to execute its trades
through an existing ATS with the broker-dealer responsible for clearing and processing the transactions as it does for any transactions
that occur on an existing ATS. The execution of a trade on the blockchain through an ATS will be reported back to the broker-dealer
for clearing and settlement. Upon execution of a trade on the blockchain through an ATS, the ATS will publicly report the last
price, volume, change and current bid-offer ladder to the broker-dealer that sent the order. The clearing of the trade will be
the responsibility of the broker-dealer that introduces their customer to trade on the BDTP™ platform.
In addition, trading on private blockchain
technology is compatible with the existing trading system because it can be programmed to follow the same protocols and rules as
every other approved trading system. A broker-dealer will double-encrypt the customer data and send it to the BDTP™ platform,
while freezing the data in the customer's account. There is no difference in how orders are currently sent to market makers or
exchanges, but the benefit of BDTP™ platform is that there are additional security features, including a prohibition on short
selling, and customer execution of their own order. The ATS or broker dealer hosting the quotes (the “Host”) will connect
to the blockchain trading engine data and the blockchain execution engine data through a secure line, where the Host will have
access to all the data sent to and from the blockchain in order to report the quotes. The Host will be responsible for all activity
on the blockchain as a broker dealer. The final connectivity of the Host to the blockchain, along with their roles and responsibilities,
will need regulatory review and approval once a Host partner is selected.
The core platform has been designed for initial
use with BlackStar common stock and is thus the BlackStar Digital Trading Platform™ (BDTP). Our BlackStar Electronic Fungible
Shares (BEFS) are proposed to be the initially traded securities on the blockchain on the BDTP™ platform and the rights and
privileges to each shareholder of the BEFS is the same as certificated shares of common stock of BlackStar. BEFS are the same class
of common stock as, and are identical to, paper certificated and book-entry shares of common stock; BEFS merely describes the format
of the share of common stock. If the BDTP™ platform is approved for trading by the SEC and FINRA, the BEFS (those shares
of common stock trading through the platform) would not differ as to its rights and privileges under state law from the authorized
common stock of BlackStar. DTCC has for decades held electronic shares “under its agency” with broker-dealers for “street
name” shares, without any problems under state law, including the Delaware General Corporation Law. The BEFS would be no
different from DTCC held shares in book-entry form, except that the BEFS will be traded in blockchain transactions using an existing
ATS rather than being traded on an exchange. Under current SEC and FINRA regulations, any shares that are uncertificated form would
still be required to be deposited through a FINRA registered broker-dealer. Any FINRA broker dealer that accepts deposits can be
used.
The BEFS are not “tokens” or “crypto
tokens”. A “token” is generally understood to be a unit of value that blockchain-based organizations or projects
develop on top of existing blockchain networks. While they often share compatibility with the cryptocurrencies of that network,
they are a wholly different digital asset class. “Tokens” allow developers to create a cryptocurrency without needing
to build a blockchain for that cryptocurrency. As cryptocurrencies, “crypto tokens” are often assets with value as
are a myriad of other intangible assets with value. “Tokens” can typically be transferred, traded, bought, and sold,
and they are stored in blockchain wallets. A blockchain wallet is a program or hardware device that is used to store cryptocurrency.
Transactions with a crypto token are processed on the blockchain that it uses. For example, if it is an ERC-20 token built on Ethereum,
then the Ethereum blockchain will handle all transactions for that token.
In addition to their role as a currency, “tokens”
can serve many other purposes such as (1) governance tokens—which gives the holder voting rights in a cryptocurrency
project. Token holders are able to make and vote on proposals that help determine the future of that specific cryptocurrency; (2)
decentralized finance (DeFi)—refers to alternative financial systems built on blockchain technology. For example,
instead of getting a loan from a lender, a holder can put up tokens as collateral and get a loan from a DeFi platform. Each DeFi
platform has its own token that it uses as its official currency; (3) crypto rewards—holders receive crypto rewards
as an incentive, which are usually paid out as crypto tokens; and (4) non-fungible tokens (NFT)—denotes ownership
of a digital asset. The ownership information
is stored in the token. NFTs can be used to
show who owns a unique digital image, a GIF, or a character in an online game.
In contrast, the BEFS are simply uncertificated
shares of stock of BlackStar, which are commonly referred to as a “book-entry shares” in DTC and transfer agent parlance
or, as we refer to them, “electronic fungible shares.” Shares held in uncertificated book-entry form have the same
rights and privileges as shares held in certificate form. The BEFS simply flow in and out of the existing trading system, exchanges,
or OTC Markets through DTC and broker-dealers in uncertificated book-entry form. Only for the period of time that the broker-dealer
holds the shares for the customer are the shares residing in a blockchain recognized format and traded via our BDTP™ platform
in a blockchain recorded transaction or series of transactions. A blockchain is simply a digital ledger that stores information
in blocks that are linked. This information can be transaction records or full-fledged programs that operate on the blockchain,
which are called smart contracts. For example, as transactions are confirmed, they would be grouped into a block, and that block
would then be added to the blockchain. The BDTP™ platform only uses the blockchain as a medium for the low cost, efficient,
and transparent way to trade securities with a minimum of mark ups, mark downs and shorting, and with lowered costs of execution.
Using BlackStar’s concept “Blockchain First™”, cash and shares of stock owned by customers are recorded
directly to the blockchain. The BEFS are simply held in uncertificated book-entry form and represent an equity ownership interest
in a corporation (BlackStar) rather than serving as a distinct currency or another purpose such as a governance right, consumer
reward or character in an online game. In addition, the price of a “token” is often aligned to the blockchain it is
traded on (Bitcoin or Ethereum) while the price of a share of stock such as the BEFS is aligned with the value of the underlying
company. We are not seeking to create “tokens”, but rather to have a system which allows the trading of well recognized
corporate shares established under state law.
The BDTP™ platform is not currently operational
for any securities and any such securities must first be registered with the SEC under the Securities Act or have an available
exemption from registration.
Frequently Asked Questions regarding Proposed
BDTP™ platform
| ● | Are the shares traded
on the BDTP™ platform a different class of common stock? |
| o | The shares that may be
traded on the BDTP TM Platform in the future, if approvals were granted, would also be “normal” shares of
common stock, of the same and only class of common stock as owned by existing shareholders. To use the BDTP™ platform, the
shares of the shareholder must be in an electronic share format, accomplished via the standard DWAC procedure. The ownership and
voting rights of all shareholders of common stock are identical and the Company only has one class of common stock authorized. |
| ● | Do the common shares
need to be exchanged for electronic fungible shares to use the platform? |
| o | The BDTPTM,
once approved and operational, currently contemplates executing orders for common shares in an electronic fungible form, also known
as a digital share. There is no exchange of shares needed; however, the shareholder would need to have their shareholdings in an
electronic form, accomplished via the DWAC process through a broker dealer and the transfer agent. |
| ● | Will the BEFS traded
on the proposed BDTPTM trade at different prices than the OTC Pink? |
| o | Because it is a distinct
market from the OTC Pink, where the common shares currently trade, there is a possibility that the prices reflected for the common
shares will differ across the trading markets. BDTPTM, for instance, only accepts free trading securities (of BlackStar
common stock) for cash and prohibits shorting. As a result, there could be a difference in price from one market to the next due
to different liquidity in the markets as there are arbitrage opportunities in both separate trading venues. |
| ● | Are the BEFS crypto assets
or tokens? |
| o | The proposed BDTPTM
is designed to trade existing shares of common stock (in an electronic form) and NOT crypto assets, cryptocurrency, or tokens.
We are not attempting to “tokenize” securities, but instead our concept is to use Distributed Ledger Technology (a
private blockchain) to execute, and record transactions with higher efficiency and lower cost, which is essentially a back-office
function. The use of a blockchain to record transactions does not make shares of common stock traded on the platform “crypto”
assets. The Company does not operate in the crypto asset market nor is it proposing to do so with the BDTPTM. |
Additional Features of the BDTP™ Platform
The BDTP™ platform will contain three
features: (1) the main trading feature as discussed above, (2) an indication of interest feature for future offerings, and (3)
a corporate governance feature.
The indication of interest feature, known as
the “Internet Digital Offering™” or IDO™, is expected to 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. The IDO™
feature is only for use in self-underwriting situations and 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 securities rules and regulations.
The final feature would record corporate governance
information about a public company on an immutable blockchain. This may include 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 cannot
be subsequently manipulated or changed. We currently expect that the corporate governance and indication of interest features can
be made available to regulators in real-time.
Licensing the BDTP™ Platform With
An Existing Trading System
The BDTP™ platform is designed to be
licensed to any company, together with an existing ATS arrangement to execute and process trades, for implementation by the licensee.
These electronic fungible shares will trade on the BDTP™ platform exactly as shares of stock currently trade on OTC Markets,
without markup or markdown in true “spot transactions.” Any company will be able to license and use our system or platform
to trade electronic fungible shares.
We currently intend to seek a contractual arrangement
such as a license with an existing ATS for a quoting service, similar to the current listing of our common stock with OTC Markets
Group. At this time, no ATS has committed to an arrangement. We intend to continue having discussions with various ATS’s
until we have secured an arrangement that will allow the BDTP™ platform to operate.
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 licensee
and have increased our efforts to reach out to various broker-dealers since completing the demonstration platform and hope to secure
a licensee within the next three to six months. The ability to obtain a licensee may be dependent on our ability to confirm that
FINRA and the SEC will allow trading on the BDTP™ platform as described. If this is the case, the Company may alternatively
seek to acquire an existing broker-dealer in order to become a registered broker-dealer. Once we have secured a licensee broker-dealer,
clearing firm, or ATS for the operations of the BDTP™ platform, we will seek subscriber companies desiring customized platforms.
Once the BDTP™ platform is live and formal
arrangements have been finalized with an existing ATS to execute and reports trades, the Company intends to license the platform
to other publicly traded companies as a subscription service with a company specific customizable interface operation through a
substantially similar license with the existing ATS. This subscription service, BlackStar’s “Blockchain Equity Trading™”
or BET™, would enable each subscribing company to have access to their own trading platform, based upon our core platform,
where shares of their common stock could be traded. 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 a few
business days. We have not yet developed our marketing campaign to seek out these customers, but plan to do
so after securing a license with an existing
ATS. We anticipate our overall expansion of services into the blockchain industry within the next twelve months.
The initiation of operations of the BDTP™
platform will be dependent on the exact arrangement that we enter into and the regulatory approvals that may be required (see “Regulatory
Challenges” below).
Existing Financing
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 September 30, 2022. 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). On May 5, 2022, the Company entered into a financing
agreement with 1800 Diagonal Lending LLC to borrow $55,750 (see the Quarterly Report on Form 10-Q filed on November 21, 2022 and
incorporated by reference herein). On August 30, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending
LLC to borrow $43,750 (see the Quarterly Report on Form 10-Q filed on November 21, 2022 and incorporated by reference herein).
On October 31, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC to borrow $55,000 (see the Quarterly
Report on Form 10-Q filed on November 21, 2022 and incorporated by reference herein). We anticipate that we will need $500,000
over the next six months for the establishment of the license with a licensee and to initiate platform operations; the Company
had a cash balance of $62,085 as of December 31, 2022.
Blockchain Equity Management Corp.
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, Blockchain Equity Management Corp. (“BEMC”), formerly known as Crypto Equity
Management Corp., on September 30, 2017. The name change occurred on February 3, 2023 in order to align the subsidiary more closely
with our proposed business plan. 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 BEMC. BlackStar, through BEMC, intends
to initially control and manage each venture. Potential ventures for both BlackStar and BEMC will be analyzed using the combined
business experience of its executives, with BEMC looking to fill those venture criteria with companies in digital share 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. BEMC is currently non-operational, inactive and has
no business or clients at this time. It is intended to offer advisory services as to how to implement use of a custom platform
for the client’s equity based off of the BDTP TM. BEMC has not established
any anticipated time frames or key milestones for BEMC business.
In addition, 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 electronic fungible share-related
ventures though BEMC, mainly in the areas of blockchain and distributed ledger technologies. Our long-term plan for provision of
services is to finance the operations of BEMC 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, BEMC additionally intends to offer consulting
and regulatory compliance services to digital share related 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 U.S.
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 BEMC 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”), generating ongoing revenue for
the Company.
Neither BEMC 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.
Blockchain Equity Management Corp. is
not currently operational, nor has it been since inception. The specific type and nature of services to be provided by BEMC may
change based on whether the BDTP TM platform is able to ever begin services.
Blockchain Equity SRO, Inc.
In addition to the services described
above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc., now known as Blockchain
Equity SRO, Inc., a self-regulatory membership organization for the digital share industry. The name change was completed on February
3, 2023. It is not yet functioning in any capacity at this time.
Regulatory Challenges of our Business
Concept (BDTP TM)
BlackStar has always recognized that
digital equities must be registered or otherwise have an exemption from registration 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, or FINRA. These rules encompass the functionality of the system, cybersecurity laws, and state and federal financial laws.
No assurance can be given that such regulatory approvals will be obtained in a timely manner or at all.
SEC Approval
Our first regulatory challenge is seeking
the approval of the Securities and Exchange Commission (“SEC”) of our concept for a security that could be traded on
the BDTP TM because the SEC has not yet adopted rules or regulations specific to the digital securities industry nor
any regulations involving blockchain or distributed ledger transactions. The SEC has chosen to enforce its existing anti-fraud
laws and the registration rules and regulations. Accordingly, we must work through an undefined SEC approval process for our proposed
system. We anticipate many comments and questions from the SEC during any approval process for the BDTP platform. We anticipate
that could take one to three years to complete the approval process for the BDTP platform.
The SEC may adopt new rules and regulations
relating to our digital based concept for trading and securities, which rules and regulations are impossible to predict at this
time. Any new rules and regulations could make our concept for digital trading and securities difficult to bring into compliance
with new rules and regulations resulting in our inability to achieve commercialization and revenues. Such events could result in
costly delays in achieving regulatory approval, resulting in increased legal, administrative, and accounting costs and delays,
or denial of revenues from our concept.
We anticipate initiating formal discussions
with the SEC and its relevant divisions and offices, including the Division of Trading and Markets, within the next six months
with respect to seeking the approval or clearance of our BEFS being eligible to be traded on our BDTP™ platform. We believe
it may take between six to nine months to address
SEC comments and questions, and there
is no assurance that we will be successful in our BEFS being approved or cleared for trading on our BDTM platform.
We have no way of knowing at this date
what new rules and regulations the SEC or any other regulatory body may adopt which could impact the structure and the timing of
approval or clearance of any uncertificated shares on our BDTP platform in the future and there is a significant potential impact
of any future adoption of new rules and regulations, which could delay our attempt to trade uncertificated shares on our BDTP platform.
FINRA
Our next regulatory challenge is that
our concept requires implementation by a broker dealer registered with FINRA. We do not anticipate registering our company
as a broker dealer, but instead would contract with a broker dealer to act as our agent/intermediary for our concept, thereby alleviating
our Company of all regulatory compliance issues of a broker dealer.
As with the SEC, the broker dealer may
be challenged due to the fact FINRA has no developed rules and regulations involving digital trading of shares specifically. FINRA
has, however, chosen to raise disclosure requirements and to conduct heightened examinations for broker dealers as to any involvement
in the digital industry, with intent to bring enforcement actions for violations of SEC regulations or FINRA rules, and disciplinary
actions against broker dealers for any such violations. As a direct result, it may be difficult to find a broker dealer willing
to be in vanguard of the digital trading and securities industry involving our concept – even if we are able to achieve SEC
approval for our digital trading platform. Although we will continue to pursue both formal and informal discussions with both the
SEC and a FINRA regulated broker dealer concurrently, we do not believe it would be constructive to commence substantive negotiations
with a FINRA regulated broker dealer until we have substantially completed the SEC approval process. Once we believe we have substantially
completed the SEC approval process, we believe it may take an additional six to twelve months to reach agreement with a FINRA regulated
broker dealer.
We do not believe that FINRA is a major regulatory
hurdle because upon registration as a “Registered Security” FINRA broker dealers can choose to trade it or not. FINRA
cannot directly regulate the security. It can regulate any ATS as to FINRA Rules if it is also FINRA registered (due to the requirement
of a Broker Dealer license), but that depends primarily on SEC regulation of the ATS.
Alternative Trading
System
The final significant regulatory challenge
involves the Alternative Trading System (“ATS”) as defined under 17 CFR §242.300. We understand the SEC position
on digital securities to be that digital assets are required to be traded through an ATS, with which we agree. An ATS must comply
with many control, regulatory, reporting, securities, inspection, procedural, and disclosure requirements. The SEC however has
not yet proposed regulations for ATS trading of digital securities and is treating ATS applications under existing regulations.
We do not intend to attempt to
register as an ATS but rather will seek to contract with an existing ATS to license our platform (if approved by regulatory agencies)
for the ATS use and management. Our platform will operate just as any other software platform used for trading by an ATS or broker/dealer.
We believe this is ultimately the best solution from a regulatory standpoint to have the existing ATS manage those requirements
for compliance with SEC and FINRA rules and regulations.
It could take one year to eighteen months,
to prove the concept to an existing ATS and then to properly integrate operations into the ATS monitoring and regulatory systems.
The ATS would need to obtain SEC approval to add the BDTP TM platform to its existing trading platform which could take
one year to eighteen months.
We cannot at this time anticipate every
regulatory action of the digital security industry in the future. No proposals for regulation have even reached published proposal
stage. New regulations of the digital securities industry could render our business either impossible due to the nature of regulations,
or uneconomical, which would doom our concept.
We do not have any time frame for achieving
any of the regulatory challenges although we believe that it may take between one to three years before the BDTP TM
platform is operational with all required regulatory approvals.
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 license with a broker-dealer instead of
acquiring one.
Volatility of Cryptocurrencies and
Tax Implications – Neither BlackStar nor BEMC will be trading in, accepting loan repayments in, or making loans in cryptocurrencies;
the intent was to build a platform on which to trade digital securities of BlackStar on a private blockchain.
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, BEMC 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.”
DESCRIPTION OF PROPERTIES/ASSETS
Real Estate - None
Oil and Gas Properties
- None
Patents - None
Trademarks – BlackStar Digital Trading Platform
TM, BDTP TM, Internet Digital Offering TM, IDO TM, Blockchain Equity Trading TM
ITEM 1A. RISK FACTORS.
FORWARD LOOKING STATEMENTS
THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS,
INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO BLACKSTAR’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS
AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT
MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE
OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR
ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; BLACKSTAR’S LIMITED OPERATING HISTORY;
UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT
AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF BLACKSTAR’S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. BLACKSTAR IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
RISK FACTORS RELATING TO OUR COMPANY
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 December 31, 2022, 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 $44,000 as of March 31, 2023.
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. Kurczodyna, an officer and director.
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
OUR 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 CURRENTLY IS A LIMITED LIQUID TRADING
MARKET FOR OUR COMMON STOCK AND WE CANNOT ASSURE INVESTORS THAT A ROBUST TRADING MARKET WILL EVER DEVELOP OR BE SUSTAINED FOR OUR
COMMON STOCK.
To date, there has been a limited trading market
for our common stock on the OTC Pink Market. We cannot predict how liquid the market for our common stock may become. A lack of
an active market may impair an investor’s ability to sell their shares at the time they wish to sell them or at a price they
consider reasonable. The lack of an active trading market may impair our ability to raise capital by selling shares of capital
stock and may impair our ability to acquire other companies by using our common stock as consideration. For companies where securities
are traded in the OTC Pink Market, it is generally more difficult to obtain accurate quotations, to obtain coverage for significant
news events (because major media channels generally do not publish presses releases about such contingencies) and to obtain needed
capital.
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 December 31, 2022, we had an accumulated
deficit of $(9,374,967).
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 2022, 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
2.22% 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. Kurczodyna, an officer and director of
the Company and of our parent, International Hedge Group, Inc. (“IHG”), controls approximately 1.47% of our issued
and outstanding common stock and 100% of our issued and outstanding preferred shares through IHG plus his own holdings; he has
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. Mr. LaPointe owns 0.06% of the issued and outstanding common 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
BLACKSTAR ENTERPRISE GROUP, INC. 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
and even more so as our shares trade on OTC Pink. 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 digital shares.
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 HAS BEEN LOWERED FROM
OTCQB TO OTC PINK.
Due to the low trading price of the common
stock of the Company, we have been demoted from the OTCQB to OTC Pink 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 OTC Pink will make it harder to access investors and financing to continue to fund our operations.
Additionally, OTC Markets has removed the “Shell
Risk” label on the Company’s profile, indicating that they believe we now meet certain criteria. We believe that we
are not a shell company based on our history of operations and specific software development, the label has been removed from the
BEGI profile on OTC Markets. OTC Markets may choose to downgrade our profile if we do not maintain adequate proof that we are not,
in fact, a shell company.
BLACKSTAR ELECTRONIC FUNGIBLE SHARES 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 Electronic Fungible Shares when traded on BDTP TM) and digital or electronic shares in general may be subject
to timing delays, electronic transfer errors, electronic systems outages, and cybersecurity threats. BlackStar Electronic Fungible
Shares carry the same risks as electronic fungible shares from DTCC that have been DWAC and placed in Broker Dealers accounts for
customers. 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. Electronic
fungible shares of common stock, including BlackStar Electronic Fungible Shares, are the same class of common stock and hold the
same rights as paper certificated shares of common stock; the only difference is the format. Digital shares would be the electronic
fungible shares on account. 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 electronic fungible 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 electronic fungible shares, however, the risk of error or
omission cannot be ruled out.
INSURANCE WILL NOT BE OBTAINED FOR OUR ELECTRONIC
FUNGIBLE SHARES WHICH POSES RISKS.
We do not intend to attempt to obtain any insurance
at this time for shares in electronic fungible form, so there will be no insurance for covering liability in the event of losses
from the form or mode of transfer of Electronic Fungible Shares.
RISK FACTORS RELATED TO
OUR PLATFORM AND BLOCKCHAIN/DISTRIBUTED LEDGER
TECHNOLOGY
THE
OPERABILITY OF OUR PLATFORM DEPENDS ON OUR ABILITY TO ENTER INTO A LICENSE AGREEMENT WITH A BROKER DEALER OR AN ALTERNATIVE TRADING
SYSTEM.
Our plan to operate the BlackStar Digital Trading
Platform TM relies on our ability to enter into a license agreement with a broker dealer or an alternative trading system
(“ATS”). The 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 license the platform to a broker dealer or an ATS, we will rely on the licensee 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 new licensee. If we are unable at any time to establish the necessary relationship, BDTP
TM may never become functional. If we are unable to license BDTP TM to an ATS in this way, we may reevaluate
whether we may apply for ATS status.
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.
THE POSSIBILITY OF TRADING OCCURING ON MULTIPLE
EXCHANGES MEANS THAT THERE MAY BE DISCREPANCIES IN TRADING PRICES OF COMMON STOCK.
The trading market operating on the BDTP TM,
once operational, is distinct and separate from the OTC market on which the common shares currently trade, which could cause discrepancies
between the trading prices of common shares between the two venues, whether resulting from different liquidity in the markets or
otherwise. If approved for trading, shareholders may take advantage of any discrepancies between the trading prices and trade shares
of common stock where it is beneficial to them.
THE POSSIBILITY OF REGULATORY DEVELOPMENTS
RELATED TO CRYPTO ASSETS AND CRYPTO ASSET MARKETS MAY POSE AN UNINTENDED RISK TO OUR PROPOSED BUSINESS.
The Company does not believe that any pending
crypto legislation or regulation is likely to affect the business, financial condition, or results of operations at this stage.
In the event that our proposed business plans, including BDTP TM, fall into the definitions of any future crypto legislation
or regulation, the Company will evaluate the operations to ensure compliance with any new rules or laws. The Company has worked
to create the proposed business plan within
the confines of the existing rules, regulations,
and laws. If, however, abundant operational changes are necessary for compliance, there may be material effects on the business.
THE COMPANY MAY FACE REPUTATIONAL HARM, LOSS
OF FINANCING, STOCK PRICE VOLATILITY, AND/OR LOW DEMAND FOR SERVICES BY PROXIMITY TO THE CRYPTO ASSET MARKET.
The Company does not operate in the crypto
asset markets, does not have crypto asset holdings, and is not proposing to participate in the crypto asset industry, including
crypto securities, crypto currencies, and tokens. The use of a blockchain in our proposed platform often gets conflated with crypto
asset markets due to blockchain’s use in those industries as well. Although the Company does not believe that any reputational
harm, loss of financing, stock price volatility, risk of legal proceedings, and/or low demand for our services will occur as a
result of disruptions to and volatility in the crypto asset markets, the Company could nonetheless potentially be harmed as a result
of our proximity to crypto asset markets.