The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS
AND BASIS OF PRESENTATION
BlackStar Enterprise Group, Inc. (the
“Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc.
The Company changed its name to Blackstar Energy Group, Inc. in 2010; and to BlackStar Enterprise Group, Inc. in 2016 when new
management and capital were introduced.
On January 25, 2016, International Hedge
Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. In lieu of the 95% of common shares
originally agreed upon, IHG received 44,400,000 shares of common stock, of which IHG currently owns 4,792,702 shares due to anti-dilutive
cancellation of shares by management, and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and
is engaged in providing management services and capital consulting to companies. IHG and BlackStar are currently managed and controlled
by two individuals each of whom is a beneficial owner of an additional 9% of the Company’s common stock.
The Company intends to act as a merchant
banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar intends to offer consulting and
regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues.
BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary,
Crypto Equity Management Corp (“CEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and
may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the
businesses with capital. BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc. (“Crypto”) in 2017.
Crypto’s business plan is to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines
and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services
contract.
Basis of presentation
The accompanying unaudited financial
statements have been prepared in accordance with United States generally accepted accounting principles for financial information
and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted
accounting principles (US GAAP)for complete financial statements. However, except as disclosed herein, there has been no material
change in the information disclosed in the notes to the financial statements for the year ended December 31, 2020 included in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements
are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures
generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for
a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months
ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
These unaudited consolidated financial
statements include BlackStar and its wholly owned subsidiaries: Crypto Equity Management Corp. and Crypto Industry SRO Inc., and
were prepared from the accounts of the Company in accordance with US GAAP. All significant intercompany transactions and balances
have been eliminated on consolidation.
NOTE 2 – GOING CONCERN
The Company's financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. As shown in the financial statements for the three months ended March 31, 2021 and the year ended December
31, 2020, the Company has generated no revenues and has incurred losses. As of March 31, 2021, the Company had cash of $128,950,
working capital of $7,367 and an accumulated deficit of ($6,288,502). These conditions raise substantial doubt as to the Company's
ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company
be unable to continue as a going
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
concern. The continuation of the
Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable
operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful
in accomplishing any of its plans.
NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases
its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources.
The Company’s significant estimates
include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying
value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant
accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates
or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its estimates
utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions.
After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those
estimates.
Recent pronouncements
Management has evaluated accounting
standards and interpretations issued but not yet effective as of March 31, 2021, and does not expect such pronouncements to have
a material impact on the Company’s financial position, operations, or cash flows.
Reclassifications
Certain amounts in the consolidated
financial statements for prior year periods have been reclassified to conform with the current year presentation.
NOTE 4 – STOCKHOLDERS’
EQUITY (DEFICIT)
Preferred Stock
The Company has an authorized number
of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares
of its Series A Preferred Series stockto IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio
of 100 shares of the common stock of the Company for each share of preferred stock of the Company.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
Common Stock
During the three months ended March
31, 2021, the Company issued shares of its common stock as follows:
|
·
|
2,894,231 shares for conversion of $45,150 principal and interest
on convertible note payable, and recognized a loss conversion of $41,677.
|
|
·
|
300,000 shares valued at $24,000 ($0.08 per share) to a convertible
note holder as consideration for the Company’s entering into certain third party transactions which were in default of the
convertible promissory note, security purchase agreement and other related documents entered into on November 16, 2020.
|
|
·
|
382,822 shares valued at $11,200 ($0.029 per share) as consideration
for finders fee for loans made to the Company.
|
|
·
|
2,666,666 shares valued at $106,667 ($0.04 per share) to a convertible
note holder. These shares have been issued as condition that the Company files a resale registration statement covering the underlying
convertible shares. The shares are returnable to the Company upon the effective date of the registration statement.
|
NOTE 5 – WARRANTS
In April 2019, the Company issued a convertible
note for $110,000. Pursuant to the terms of the note agreement, the Company issued warrants to the holder for the purchase 440,000
shares of the Company’s common stock. The warrants are exerecisable at $0.25 per share for a term of 5 years. The $132,953
fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: stock price $0.38;
strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The $132.953 fair value of the warrants was charged
to operations when issued during the year ended December 31, 2019. At March 31, 2021, the intrinsic value of the outstanding warrants
was $0, as the trading price of the Company’s common stock at that date was less than the underlying exercise price of the
warrants.
A summary of warrant activity during
the three months ended March 31, 2021 is presented below:
|
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
|
|
|
|
|
|
|
Outstanding and exercisable – December 31, 2020
|
|
|
|
540,000
|
|
|
$
|
0.31
|
|
|
|
2.99
|
|
|
Exercised
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable – March 31, 2021
|
|
|
|
540,000
|
|
|
$
|
0.31
|
|
|
|
2.74
|
|
NOTE 6 – CONVERTIBLE NOTES
GS CAPITAL PARTNERS
On December 4, 2020, the Company
entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $55,000 at an interest rate of
10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received $45,00 net cash proceeds, as
there was a deduction from proceeds to the Company of $10,000 for original interest discount and placement costs. The repayment
is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion,
if chosen, will be at 50% of the two lowest trading days in the
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
NOTE 6 – CONVERTIBLE NOTES
(continued)
previous ten-day period prior to
the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common
stock. There are no warrants or options attached to this note.
The Company has recorded the conversion
feature as a beneficial conversion feature of $55,000. The fair value of $55,000 for the expense portion of the note is being amortized
over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common
stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and
its stock, and there will be no revaluations until the note is paid or redeemed for stock.
POWER UP LENDING GROUP
(i) On July 24, 2020, the Company
entered into a financing agreement with Power Up to borrow $43,000 with a due date of July 24, 2021. The note bears interest at
10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to
be calculated at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to
the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common
stock. There are no warrants or options attached to this note.The Company has reserved 41,876,318 shares for conversion. Net proceeds
from the loan were $40,000, after legal fees and
offering costs of $3,000. These
fees and costs are being amortized over the term of the note. The Company has recorded the conversion feature as a beneficial conversion
feature. The fair value of $43,000 for the expense portion of the note is being amortized over the term of the note. This fair
value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management
has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there
will be no revaluations until the note is paid or redeemed for stock.
On January 28, 2021, Power Up elected
to convert the total principal and interest due on their note of July 24, 2020 in the principal amount of $43,000 and $2,150 of
accrued and unpaid interest thereon into 2,894,231 shares of the Company’s common stock at $0.0156 per share. The Company
recognized a loss on conversion of $41,677.
(ii)On October 8, 2020, the Company
received the proceeds from a financing agreement entered into with Power Up Lending Group on September 24, 2020 to borrow $53,000.
The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance.
The conversion price is to be calculated at 61% of the lowest trading price of the Company’s common stock for the previous
20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of
the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 25,429,828
shares for conversion. Net proceeds from the loan were $50,000, after legal fees and offering costs of $3,000. The Company has
recorded the conversion feature as a beneficial conversion feature. The fair value of $53,000 for the expense portion of the note
is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s
common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature
of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
NOTE 6 – CONVERTIBLE NOTES
(continued)
(iii)On January 15, 2021, the Company
entered into a financing agreement with Power Up Lending Group to borrow $43,500. The note bears interest at 10%, with a default
rate of 22%, and is convertible, commencing 180 days after the date of issuance.
The conversion price is to be calculated
at 61% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion.
The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no
warrants or options attached to this note, and the Company has reserved 20,871,651 shares for conversion. Net proceeds from the
loan were $40,000, after legal fees of $3,500. The Company has recorded the conversion feature as a beneficial conversion feature.
The fair value of $43,500 for the expense portion of the note is being amortized over the term of the note. This fair value has
been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined
that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations
until the note is paid or redeemed for stock
QUICK CAPITAL LLC
On November 23, 2020, the Company
entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of July 16, 2021. The note bears interest
at 10%, with a default rate of 24%, and is convertible inton shares of the Company’s common stock. The conversion price is
to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for the previous 20 trading days prior
to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000 shares for conversion.
Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. The Company has recorded the conversion
feature as a beneficial conversion feature. The fair value of $33,275 for the expense portion of the note is being amortized over
the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of
the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the
Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock
SE HOLDINGS LLC
On January 26, 2021, the Company
entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest at 10%, with a default rate
of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average
of the three lowest trading price of the Company’s common stock for the previous twenty trading days prior to the date of
conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There
are no warrants or options attached to this note, and the Company has reserved 44,000,000 shares for conversion. Net proceeds from
the loan were $177,500, after original issue discount of $20,000 and legal fees and offering costs of $22,500. The Company has
recorded the conversion feature as a beneficial conversion feature. The fair value of $220,000 for the expense portion of the note
is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s
common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature
of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock
Convertible notes payable at March 31, 2021
and December 31, 2020 are summarized as follows:
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
NOTE
6 – CONVERTIBLE NOTES (continued)
Holder
|
|
Face
Amount
|
|
Interest
Rate
|
|
Due
Date
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
GS Capital
Partners
|
|
$
|
55,000
|
|
|
|
10
|
%
|
|
December
2, 2021
|
|
$
|
55,000
|
|
|
$
|
55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power UP Lending Group
|
|
$
|
43,000
|
|
|
|
10
|
%
|
|
July 24, 2021
|
|
$
|
—
|
|
|
$
|
43,000
|
|
|
|
$
|
53,000
|
|
|
|
10
|
%
|
|
September 24, 2021
|
|
$
|
53,000
|
|
|
$
|
53,000
|
|
|
|
$
|
43,500
|
|
|
|
10
|
%
|
|
January 15, 2022
|
|
$
|
43,500
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SE Holdings LLC
|
|
$
|
220,000
|
|
|
|
10
|
%
|
|
January 26, 2022
|
|
$
|
220,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quick Capital LLC
|
|
$
|
33,275
|
|
|
|
10
|
%
|
|
July 16, 2021
|
|
$
|
33,275
|
|
|
$
|
33,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(358,925
|
)
|
|
$
|
(158,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
45,850
|
|
|
$
|
25,885
|
|
NOTE 7 – NOTES PAYABLE
On November 18, 2020, outstanding
loans to the two individuals were rolled over and extended into two new loans in the amounts of $20,000 and $30,000, due May 18,
2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate $5,000) and aggregate accrued interest
of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of the Company’s common stock valued
at $46,500 ($0.03 per share), under the default penalty provisions of the original notes.
NOTE 8 – RELATED PARTY
TRANSACTIONS
In support of the Company’s
efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations
or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment
for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory
note.
IHG, controlling shareholder of
the Company, provides management consulting services to the Company. There is no formal written agreement that defines the compensation
to be paid. For the three months ended March 31, 2021 and 2020 the Company recorded related party management fees of $51,142 and
$16,500, respectively.
During the year ended December 31, 2020, there were no advances
from related parties, and the Company repaid $23,070 to its parent company, IHG. At March 31, 2021, a former officer of the Company
was owed $18,780.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021
(Unaudited)
NOTE 9 – SUBSEQUENT EVENTS
On March 31, 2021, the Company
entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears interest at 10%, with a default
rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 63%
of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion.
The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no
warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion. On April 1, 2021, the
Company received the net proceeds from the loan of $100,000, after legal fees and offering costs of $3,500.
On April 12, 2021, Power Up elected
to convert the total principal and interest due on their note of October 8, 2020 in the principal amount of $53,000 and $2,650
of accrued and unpaid interest thereon into 1,939,024 shares of the Company’s common stock at $0.0287 per share.
On April 29, 2021, the Company
entered into a financing agreement with Adar Alef, LLC to borrow $550,000. The note bears interest at 10%, with a default rate
of 24%, and is convertible at the option of the holder, at any time after the date of issuance. The conversion price is to be calculated
at 50% of the average of the three lowest closing bid prices of the Company’s common stock for the previous 20 trading days
prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding
common stock. There are no warrants or options attached to the note. The Company received the net proceeds from the loan of $462,000,
after original issue discount, legal fees and offering costs of $88,000.
The Company has analyzed its operations
subsequent to March 31, 2021 through the date that these financial statements were issued, and has determined that it does not
have any additional material subsequent events to disclose.