BEGI BlackStar Enterprise Group Inc (PK)

Item 1. Security and Issuer 

This amended Schedule 13D/A (this “13D/A”) is filed with respect to the Common Shares, par value $0.001 per share (the “Common Shares”) and Class “A” Preferred Convertible Stock, par value $0.001 per share (the “Class “A” Preferred Convertible Stock”), of BlackStar Enterprise Group, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 4450 Arapahoe Ave, Suite 100, Boulder, Colorado 80303.

Item 2. Identity and Background

Below is information regarding the Reporting Entities:

Item 3. Source and Amount of funds or Other Consideration

International Hedge Group, Inc. (“IHG”) contracted to acquire 95% of BlackStar Enterprise Group, Inc. (“BlackStar”) outstanding stock in January 2016 and closed on the purchase in summer of 2016. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock and 1,000,000 shares of Class A Preferred Stock. IHG is BlackStar’s 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 legal ability and mission to do loan based funding of start-up and developed business ventures using its stock for private placement or public offerings. IHG and BlackStar are managed and controlled by the same individuals (John Noble Harris and Joseph E. Kurczodyna), but IHG may seek its funding from different and as yet, undetermined sources, with funding structures of different natures.

The share history from 2016 through 2018 is filed in the previous amendment (#2) to the Schedule 13d on October 1, 2018, and is incorporated herein by reference.

As part of management’s anti-dilutive strategy, 7,289,891 shares of IHG were cancelled as of December 31, 2019. On March 12, 2020, the Company increased its authorized shares to 700,000,000, par value $0.001. On December 18, 2020, Mr. Kurczodyna became the controlling shareholder of IHG through the issuance of preferred super majority voting shares in IHG. The IHG group included in this filing, therefore, is reduced to Mr. Harris (an officer and director of IHG) and Mr. Kurczodyna (a director and controlling shareholder of IHG).

This amendment is filed to update the relative reduced common stock holdings of IHG and the individuals listed herein as a result of the continued issuance of shares pursuant to certain financing arrangements, and to update the status of Todd Lahr and THL Holdings, LLC as a former member of this reporting group for International Hedge Group, Inc. Although the common stock holdings of IHG, Mr. Harris, and Mr. Kurczodyna have decreased, the voting control over the Company remains with IHG, specifically with Mr. Kurczodyna, due to IHG’s ownership of 100% of BlackStar’s Class A Super Majority Voting Preferred Stock which votes 60% of the common at all times and has the right to convert all of the Class A Super Majority Voting Preferred Stock (1,000,000 shares) into 100,000,000 shares of common stock of the Company.

Any ownership of Mr. Lahr is excluded from this group because he is a minority shareholder of IHG and is not a manager, officer or director of IHG. Mr. Lahr owns less than 5% of the Company’s common stock combined, and although he holds common shares of International Hedge Group, Inc., he has no control or influence over IHG. As a result, Mr. Lahr’s overall holdings of the Company are less than 5%.

There are 280,333,869 shares of common stock outstanding, 540,000 warrants issued (none owned by any individuals/entities represented in this Schedule 13D), and 1,000,000 Class A Preferred Shares outstanding (owned by International Hedge Group, Inc.) as of June 17, 2022.

Item 4. Purpose of Transaction

The information set forth or incorporated in Item 3 is incorporated herein by reference.

The Reporting Entities have plans which relate to, or could result in the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D as follows:

The Reporting Entities may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Items 3 and 4 above which is incorporated by reference herein.

Item 7. Material to Be filed as Exhibits

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2022