UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 20212022
☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from ________________________ to _________________________
Commission file number: 000-55730
BLACKSTAR ENTERPRISE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 27-1120628 | |
(State of Incorporation) | (IRS Employer ID Number) |
4450 Arapahoe Ave., Suite 100, Boulder, CO 80303
(Address of principal executive offices)
(303) 500-3210
(Registrant’s Telephone number)
(Former Address and phone of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||
|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
| Yes | [X] | No | [ ] |
|
|
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Yes | [X] | No | [ ] |
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| Accelerated filer |
| ||
Non-accelerated filer |
| Smaller reporting company |
| ||
Emerging growth company |
| ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a)7(a)(2)(B) of the Securities Act. ☐[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | [ ] | No | [X] |
|
|
Indicate the number of sharesshare outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 1, 2021,17, 2022, there were 128,689,319352,797,304 shares of the registrant’s common stock, $.001$0.001 par value, issued and outstanding, not including shares reserved for conversion of notes.
TABLE OF CONTENTS
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk – Not Applicable | |
| Item 4. | Controls and Procedures | |
| PART II- OTHER INFORMATION | ||
| Item 1. | Legal Proceedings – Not Applicable | |
| Item 1A. | Risk Factors – Not Applicable | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | |
| Item 4. | Mine Safety Disclosure – Not Applicable | |
| Item 5. | Other Information | |
| Item 6. | Exhibits | |
| Signatures |
2
| 2 |
PART I – FINANCIAL INFORMATION
ItemITEM 1. Financial StatementsFINANCIAL STATEMENTS
| BLACKSTAR ENTERPRISE GROUP, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| SEPTEMBER 30, 2022 AND DECEMBER 31, 2021 | ||||||||
September 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 98,662 | $ | 518,539 | ||||
| Prepaid expenses | 1,270 | 5,000 | ||||||
| Total current assets | 99,932 | 523,539 | ||||||
| Intangibles | 223,741 | 159,800 | ||||||
| Total Assets | $ | 323,673 | $ | 683,339 | ||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 73,068 | $ | 43,042 | ||||
| Accrued payables | 123,513 | 74,742 | ||||||
| Convertible notes payable, net of discounts of | ||||||||
| $18,001 and $534,856 at 2022 and 2021 | 762,458 | 689,169 | ||||||
| Total current liabilities | 959,039 | 806,953 | ||||||
| Stockholders' Deficit | ||||||||
| Preferred stock, 10,000,000 shares authorized; | ||||||||
| $0.001 par value; 1,000,000 shares issued and outstanding | 1,000 | 1,000 | ||||||
| Common stock, 2,000,000,000 shares authorized; $0.001 par value | ||||||||
| 338,381,981 and 128,689,319 shares issued and outstanding | ||||||||
| at September 30, 2022 and December 31, 2021 | 338,382 | 128,689 | ||||||
| Additional paid in capital | 8,214,976 | 7,896,457 | ||||||
| Accumulated deficit | (9,189,724 | ) | (8,149,760 | ) | ||||
| Total stockholders' deficit | (635,366 | ) | (123,614 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 323,673 | $ | 683,339 | ||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||
| 3 |
| BLACKSTAR ENTERPRISE GROUP, INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses | ||||||||||||||||
| Legal and professional | 19,727 | $ | 23,572 | 96,352 | $ | 69,876 | ||||||||||
| Management consulting - related party | 70,028 | 93,500 | 235,301 | 242,642 | ||||||||||||
| General and administrative | 11,434 | 273,777 | 57,040 | 468,950 | ||||||||||||
| Total operating expenses | 101,189 | 390,849 | 388,693 | 781,468 | ||||||||||||
| Other expense (income) | ||||||||||||||||
| Amortization of discount on convertible notes | 56,071 | 306,396 | 472,440 | 656,485 | ||||||||||||
| Amortization of convertible debt issuance costs | 6,617 | 22,152 | 36,087 | 46,116 | ||||||||||||
| Loss on note payable conversions | — | — | . | 166,422 | ||||||||||||
| Interest expense | 50,452 | 53,556 | 142,744 | 156,691 | ||||||||||||
| Other expense (income) | 113,140 | 382,104 | 651,271 | 1,025,714 | ||||||||||||
| Net (loss) | $ | (214,329 | ) | $ | (772,953 | ) | $ | (1,039,964 | ) | $ | (1,807,182 | ) | ||||
| Net (loss) per share - basic and diluted | ||||||||||||||||
| $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||||
| Weighted average number of common shares | ||||||||||||||||
| outstanding - basic and diluted | 227,046,325 | 121,802,836 | 291,826,837 | 113,486,557 | ||||||||||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||||||||||
| 4 |
| BLACKSTAR ENTERPRISE GROUP, INC. | ||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||||||||||||||
| FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2022 | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid in Capital | Common Stock Subject to Cancellation | Accumulated Deficit | Stockholders' Equity (Deficit) | |||||||||||||||||||||||||
| Balances - June 30, 2021 | 118,078,138 | $ | 118,078 | 1,000,000 | $ | 1,000 | $ | 7,482,400 | $ | (250,000 | ) | $ | (7,000,422 | ) | $ | 351,056 | ||||||||||||||||
| Shares issued for conversion of notes and interest | 4,549,245 | 4,549 | — | — | 57,116 | — | — | 61,665 | ||||||||||||||||||||||||
| Beneficial conversion feature of convertible note | — | — | — | — | 236,250 | — | — | 236,250 | ||||||||||||||||||||||||
| Shares issued subject to cancellation realized | — | — | — | — | — | 250,000 | — | 250,000 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (772,953 | ) | (772,953 | ) | ||||||||||||||||||||||
| Balances -September 30, 2021 | 122,627,383 | $ | 122,627 | 1,000,000 | $ | 1,000 | $ | 7,775,766 | $ | — | $ | (7,773,375 | ) | $ | 126,018 | |||||||||||||||||
| Balances - June 30, 2022 | 285,357,307 | $ | 285,357 | 1,000,000 | $ | 1,000 | $ | 8,201,373 | $ | — | $ | (8,975,395 | ) | $ | (487,665 | ) | ||||||||||||||||
| Shares issued for conversion of notes and interest | 53,024,674 | 53,025 | — | — | 13,603 | — | — | 66,628 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (214,329 | ) | (214,329 | ) | ||||||||||||||||||||||
| Balances -September 30, 2022 | 338,381,981 | $ | 338,382 | 1,000,000 | $ | 1,000 | $ | 8,214,976 | $ | — | $ | (9,189,724 | ) | $ | (635,366 | ) | ||||||||||||||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||||||||||||||||||||||||||
| 5 |
| BLACKSTAR ENTERPRISE GROUP, INC. | ||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||||||||||||||
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2022 | ||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid in Capital | Common Stock Subject to Cancellation | Accumulated Deficit | Stockholders' Equity (Deficit) | |||||||||||||||||||||||||
| Balances - December 31, 2020 | 101,063,806 | $ | 101,063 | 1,000,000 | $ | 1,000 | $ | 5,829,279 | $ | — | $ | (5,966,193 | ) | $ | (34,851 | ) | ||||||||||||||||
| Shares issued for conversion of notes and interest | 12,018,049 | 12,018 | — | — | 359,114 | — | — | 371,132 | ||||||||||||||||||||||||
| Beneficial conversion feature of convertible note | — | — | — | — | 1,153,250 | — | — | 1,153,250 | ||||||||||||||||||||||||
| Shares issued for loan costs | 300,000 | 300 | — | — | 23,700 | — | — | 24,000 | ||||||||||||||||||||||||
| Shares issued for financing fees | 1,078,862 | 1,079 | — | — | 41,923 | — | — | 43,002 | ||||||||||||||||||||||||
| Shares issued for software development | 500,000 | 500 | — | — | 19,500 | — | — | 20,000 | ||||||||||||||||||||||||
| Shares issued subject to cancellation | 7,666,666 | 7,667 | — | — | 349,000 | (356,667 | ) | — | — | |||||||||||||||||||||||
| Shares issued subject to cancellation realized | — | — | — | — | — | 356,667 | — | 356,667 | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (1,807,182 | ) | (1,807,182 | ) | ||||||||||||||||||||||
| Balances - September 30, 2021 | 122,627,383 | $ | 122,627 | 1,000,000 | $ | 1,000 | $ | 7,775,766 | $ | — | $ | (7,773,375 | ) | $ | 126,018 | |||||||||||||||||
| Balances - December 31, 2021 | 128,689,319 | $ | 128,689 | 1,000,000 | $ | 1,000 | $ | 7,896,457 | $ | — | $ | (8,149,760 | ) | $ | (123,614 | ) | ||||||||||||||||
| Shares issued for conversion of notes and interest | 196,896,962 | 196,897 | — | — | 331,315 | — | — | 528,212 | ||||||||||||||||||||||||
| Shares issued for cashless warrant exercise | 12,795,700 | 12,796 | — | — | (12,796 | ) | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | (1,039,964 | ) | (1,039,964 | ) | ||||||||||||||||||||||
| Balances - September 30, 2022 | 338,381,981 | $ | 338,382 | 1,000,000 | $ | 1,000 | $ | 8,214,976 | $ | — | $ | (9,189,724 | ) | $ | (635,366 | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| ||||||||||||||||||||||||||||||||
| 6 |
| BLACKSTAR ENTERPRISE GROUP, INC. | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 | ||||||||
| (Unaudited) | ||||||||
September 30, 2022 | September 30, 2021 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net (loss) | $ | (1,039,964 | ) | $ | (1,807,182 | ) | ||
| Adjustments to reconcile net loss to net cash used | ||||||||
| in operating activities | ||||||||
| Amortization of convertible note issue costs | 36,087 | 46,116 | ||||||
| Amortization of discounts on convertible notes | 472,440 | 656,485 | ||||||
| Amortization of discounts on convertible note interest | 19,578 | 41,812 | ||||||
| Loss on conversion of notes payable | — | 166,422 | ||||||
| Interest and loan fees paid in stock | — | 423,779 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Decrease in prepaids | 3,730 | 39,278 | ||||||
| (Decrease) in accounts payable | (22,281 | ) | (17,634 | ) | ||||
| Increase in accrued payables | 74,133 | 56,655 | ||||||
| Cash used in operating activities | (456,277 | ) | (394,269 | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of software | (11,634 | ) | (45,000 | ) | ||||
| Cash used in investing activities | (11,634 | ) | (45,000 | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Repayments of notes payable | — | — | ||||||
| Payments on convertible debt | (95,966 | ) | (20,000 | ) | ||||
| Repayments in advances from related party | — | (18,780 | ) | |||||
| Proceeds from convertible notes, net of offering costs | ||||||||
| and original issue discount | 144,000 | 1,004,500 | ||||||
| Net cash provided by financing activities | 48,034 | 965,720 | ||||||
| Net (decrease) increase in cash | (419,877 | ) | 526,451 | |||||
| Cash, beginning of period | 518,539 | 32,987 | ||||||
| Cash, end of period | $ | 98,662 | $ | 559,438 | ||||
| Supplemental disclosure of non-cash investing | ||||||||
| and financing activities | ||||||||
| Beneficial conversion feature initially recorded as debt discount | $ | — | $ | 1,153,250 | ||||
| Notes payable and interest converted to common stock | $ | 528,212 | $ | 204,741 | ||||
| Common stock issued for software | $ | — | $ | 20,000 | ||||
| Common stock to be issued for loan costs | $ | — | $ | 67,002 | ||||
| Cashless exercise of common stock warrant | $ | 29,430 | $ | — | ||||
| Accounts payable for intangibles | $ | 52,307 | $ | — | ||||
| Cash paid for interest on debt | $ | 10,647 | $ | 2,750 | ||||
| The accompanying notes are an integral part of these consolidated financial statements. | ||||||||
| 7 |
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2021 | December 31, 2020 | |||||||
| ||||||||
ASSETS | ||||||||
| ||||||||
Current Assets | ||||||||
Cash | $ | 559,438 | $ | 32,987 | ||||
Prepaid expenses | 11,946 | 51,224 | ||||||
| ||||||||
Total current assets | 571,384 | 84,211 | ||||||
| ||||||||
Fixed assets | 75,000 | 10,000 | ||||||
| ||||||||
Total Assets | $ | 646,384 | $ | 94,211 | ||||
| ||||||||
| ||||||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 12,246 | $ | 29,880 | ||||
Accrued expenses | 51,072 | 4,517 | ||||||
Advances to related parties | 0— | 18,780 | ||||||
Convertible notes payable, net of discounts of $715,977 | ||||||||
and $158,390 at September 30, 2021 and December 31, 2020 | 427,048 | 25,885 | ||||||
Notes payable | 30,000 | 50,000 | ||||||
| ||||||||
Total current liabilities | 520,366 | 129,062 | ||||||
| ||||||||
| ||||||||
Stockholders' Equity (Deficit) | ||||||||
Preferred stock, 10,000,000 shares authorized; | ||||||||
$0.001 par value; 1,000,000 shares issued and outstanding | 1,000 | 1,000 | ||||||
Common stock, 700,000,000 shares authorized; $0.001 par value | ||||||||
122,627,383 and 101,063,806 shares issued and outstanding | ||||||||
at September 30, 2021 and December 31, 2020 | 122,627 | 101,063 | ||||||
Additional paid in capital | 7,775,766 | 5,829,279 | ||||||
Accumulated deficit | (7,773,375 | ) | (5,966,193 | ) | ||||
| ||||||||
Total stockholders' equity (deficit) | 126,018 | (34,851 | ) | |||||
| ||||||||
Total Liabilities and Stockholders' Deficit | $ | 646,384 | $ | 94,211 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of ContentsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
2022
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
| ||||||||||||||||
Operating expenses | ||||||||||||||||
Legal and professional | $ | 23,572 | $ | 13,028 | $ | 69,876 | $ | 62,819 | ||||||||
Management consulting - related party | 93,500 | 33,500 | 242,642 | 59,910 | ||||||||||||
General and administrative | 273,777 | 10,935 | 468,950 | 40,935 | ||||||||||||
| ||||||||||||||||
Total operating expenses | 390,849 | 57,463 | 781,468 | 163,664 | ||||||||||||
| ||||||||||||||||
| ||||||||||||||||
Other expense (income) | ||||||||||||||||
Amortization of discount on convertible notes | 306,396 | 56,733 | 656,485 | 116,249 | ||||||||||||
Amortization of convertible debt issuance costs | 22,152 | 17,438 | 46,116 | 27,015 | ||||||||||||
Loss on note payable conversions | 0— | 277,607 | 166,422 | 574,715 | ||||||||||||
Interest expense | 53,556 | 16,551 | 156,691 | 49,301 | ||||||||||||
| ||||||||||||||||
Other expense (income) | 382,104 | 368,329 | 1,025,714 | 767,280 | ||||||||||||
| ||||||||||||||||
Net (loss) | $ | (772,953 | ) | $ | (425,792 | ) | $ | (1,807,182 | ) | $ | (930,944 | ) | ||||
| ||||||||||||||||
Net (loss) per share - basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||
| ||||||||||||||||
Weighted average number of common shares | ||||||||||||||||
outstanding - basic and diluted | 121,802,836 | 67,576,016 | 113,486,557 | 56,747,018 | ||||||||||||
(Unaudited)
The accompanying notes are an integral part of these consolidated financial statements.
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid in Capital | Common Stock Subject to Cancellation | Common Stock to be Issued | Accumulated Deficit | Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Balances - June 30, 2021 | 118,078,138 | $ | 118,078 | 1,000,000 | $ | 1,000 | $ | 7,482,400 | $ | (250,000 | ) | $ | 0— | $ | (7,000,422 | ) | $ | 351,056 | ||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Shares issued for conversion of notes and interest | 4,549,245 | 4,549 | — | — | 57,116 | — | — | — | 61,665 | |||||||||||||||||||||||||||
Beneficial conversion feature of convertible note | — | — | — | — | 236,250 | — | — | — | 236,250 | |||||||||||||||||||||||||||
Shares issued subject to cancellation realized | — | — | — | — | — | 250,000 | — | — | 250,000 | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (772,953 | ) | (772,953 | ) | |||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Balances - September 30, 2021 | 122,627,383 | $ | 122,627 | 1,000,000 | $ | 1,000 | $ | 7,775,766 | $ | 0— | $ | 0— | $ | (7,773,375 | ) | $ | 126,018 | |||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Balances - June 30, 2020 | 60,374,137 | $ | 60,374 | 1,000,000 | $ | 1,000 | $ | 4,571,739 | $ | 0— | $ | 11,000 | $ | (4,905,754 | ) | $ | (261,641 | ) | ||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Shares issued for conversion of notes and interest | 13,715,016 | 13,715 | — | — | 49,306 | — | — | — | 63,021 | |||||||||||||||||||||||||||
Beneficial conversion feature of convertible note | — | — | — | — | 43,000 | — | — | — | 43,000 | |||||||||||||||||||||||||||
Shares issued for loan costs at $0.02 per share | 550,000 | 550 | — | — | 10,450 | — | — | — | 11,000 | |||||||||||||||||||||||||||
Issuance of common stock to be issued | — | — | — | — | — | — | (11,000 | ) | — | (11,000 | ) | |||||||||||||||||||||||||
Loss on debt conversion | — | — | — | — | 277,608 | — | — | — | 277,608 | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (425,792 | ) | (425,792 | ) | |||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Balances - September 30, 2020 | 74,639,153 | $ | 74,639 | $ | 1,000,000 | $ | 1,000 | $ | 4,952,103 | $ | 0— | $ | 0— | $ | (5,331,546 | ) | $ | (303,804 | ) | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
Common Stock | Preferred Stock | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid in Capital | Common Stock Subject to Cancellation | Accumulated Deficit | Stockholders' Equity (Deficit) | |||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||
Balances - December 31, 2020 | 101,063,806 | $ | 101,063 | 1,000,000 | $ | 1,000 | $ | 5,829,279 | $ | 0— | $ | (5,966,193 | ) | $ | (34,851 | ) | ||||||||||||||||
| ||||||||||||||||||||||||||||||||
Shares issued for conversion of notes and interest | 12,018,049 | 12,018 | — | — | 359,114 | — | — | 371,132 | ||||||||||||||||||||||||
Beneficial conversion feature of convertible note | — | — | — | — | 1,153,250 | — | — | 1,153,250 | ||||||||||||||||||||||||
Shares issued for loan costs | 300,000 | 300 | — | — | 23,700 | — | — | 24,000 | ||||||||||||||||||||||||
Shares issued for financing fees | 1,078,862 | 1,079 | — | — | 41,923 | — | — | 43,002 | ||||||||||||||||||||||||
Shares issued for software development | 500,000 | 500 | — | — | 19,500 | — | — | 20,000 | ||||||||||||||||||||||||
Shares issued subject to cancellation | 7,666,666 | 7,667 | — | — | 349,000 | (356,667 | ) | — | — | |||||||||||||||||||||||
Shares issued subject to cancellation realized | — | — | — | — | — | 356,667 | — | 356,667 | ||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (1,807,182 | ) | (1,807,182 | ) | ||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||
Balances - September 30, 2021 | 122,627,383 | $ | 122,627 | 1,000,000 | $ | 1,000 | $ | 7,775,766 | $ | 0— | $ | (7,773,375 | ) | $ | 126,018 | |||||||||||||||||
| ||||||||||||||||||||||||||||||||
Balances - December 31, 2019 | 48,003,443 | $ | 48,003 | 1,000,000 | $ | 1,000 | $ | 4,117,321 | $ | 0— | $ | (4,400,602 | ) | $ | (234,278 | ) | ||||||||||||||||
| ||||||||||||||||||||||||||||||||
Adjust for shares issued directly from IHG retirement to treasury at December 31, 2019 | (150,000 | ) | (150 | ) | — | — | 150 | — | — | — | ||||||||||||||||||||||
Shares issued for conversion of notes and interest | 26,235,710 | 26,236 | — | — | 678,182 | — | — | 704,418 | ||||||||||||||||||||||||
Beneficial conversion feature of convertible note | — | — | — | — | 146,000 | — | — | 146,000 | ||||||||||||||||||||||||
Shares issued for loan costs | 550,000 | 550 | — | — | 10,450 | — | — | 11,000 | ||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (930,944 | ) | (930,944 | ) | ||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||
Balances - September 30, 2020 | 74,639,153 | $ | 74,639 | 1,000,000 | $ | 1,000 | $ | 4,952,103 | $ | 0— | $ | (5,331,546 | ) | $ | (303,804 | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
2021 | 2020 | |||||||
| ||||||||
Cash Flows From Operating Activities | ||||||||
Net (loss) | $ | (1,807,182 | ) | $ | (930,944 | ) | ||
Adjustments to reconcile net loss to net cash used | ||||||||
in operating activities | ||||||||
Amortization of convertible note issue costs | 46,116 | 27,015 | ||||||
Amortization of discounts on convertible notes | 656,485 | 116,249 | ||||||
Amortization of discounts on convertible note interest | 41,812 | 10,503 | ||||||
Loss on conversion of notes payable | 166,422 | 574,715 | ||||||
Interest and loan fees paid in stock | 423,779 | 36,355 | ||||||
Changes in operating assets and liabilities | ||||||||
Decrease in prepaids | 39,278 | 7,301 | ||||||
(Decrease) in accounts payable | (17,634 | ) | (3,549 | ) | ||||
Increase in accrued payables | 56,655 | 9,700 | ||||||
| ||||||||
Cash used in operating activities | (394,269 | ) | (152,655 | ) | ||||
| ||||||||
Cash Flows From Investing Activities | ||||||||
Purchase of software | (45,000 | ) | 0— | |||||
| ||||||||
Cash used in investing activities | (45,000 | ) | 0— | |||||
| ||||||||
Cash Flows From Financing Activities | ||||||||
Increase in notes payable | 0— | 165,000 | ||||||
Repayments of notes payable | (20,000 | ) | 0— | |||||
Repayments in advances from related party | (18,780 | ) | (22,590 | ) | ||||
Proceeds from convertible notes, net of offering costs and original issue discount | 1,004,500 | 0— | ||||||
| ||||||||
Net cash provided by financing activities | 965,720 | 142,410 | ||||||
| ||||||||
Net increase (decrease) in cash | 526,451 | (10,245 | ) | |||||
| ||||||||
Cash, beginning of period | 32,987 | 33,251 | ||||||
| ||||||||
Cash, end of period | $ | 559,438 | $ | 23,006 | ||||
| ||||||||
| ||||||||
Supplemental disclosure of non-cash investing and financing activities | ||||||||
| ||||||||
Beneficial conversion feature initially recorded as debt discount | $ | 1,153,250 | $ | 0— | ||||
Notes payable and interest converted to common stock | $ | 204,741 | $ | 129,703 | ||||
Common stock issued for software | $ | 20,000 | $ | 0— | ||||
Common stock to be issued for loan costs | $ | 67,002 | $ | 11,000 | ||||
| ||||||||
Cash paid for interest on debt | $ | 2,750 | $ | 1,650 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
BlackStar Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc. The Company changed its name to BlackStar Enterprise Group, Inc. in 2016 when new management and capital were introduced.
2007. 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 receivedwas issued 44,400,000 shares of common stock and 1,000,000 shares of Series A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services and capital consulting to companies. IHG and BlackStar are currently managed and controlled by two individuals each of whom is a beneficial owner of approximately an additional 7%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, 20202021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 20212022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.2022.
These unaudited consolidated financial statements include BlackStar and its wholly owned subsidiaries: Crypto Equity Management Corp. and Crypto Industry SRO Inc., and were prepared from the accounts of the Company in accordance with US GAAP. All significant intercompany transactions and balances have been eliminated on consolidation.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 2 – GOING CONCERN
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the nine months ended September 30, 20212022 and the year ended December 31, 2020,2021, the Company has generated no revenues and has incurred losses. As of September 30, 2021,2022, the Company had cash of $559,438,$98,662, working capital deficiency of $51,018$859,107 and an accumulated deficit of $7,773,375.$9,189,724. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
| 8 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2022
(Unaudited)
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 Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from Generally Accepted Accounting Principles (“GAAP”) separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has elected to adopt the guidance under ASU 2020-06 for the fiscal year commencing January 1, 2022.
Although there are several other new accounting pronouncements
issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. Management has evaluated accounting standards and interpretations issued but not yet effective as of September 30, 20212022 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.
| 9 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 20212022
(Unaudited)
NOTE 4 – INTANGIBLES
Intangibles at September 30, 2022 and December 31, 2021 consist of capitalized costs for the Company’s proprietary software and patents as follows:
| 2022 | 2021 | |||||||||
| Software | $ | 90,000 | $ | 88,000 | ||||||
| Patents | 133,741 | 71,800 | ||||||||
| $ | 223,741 | $ | 159,800 | |||||||
NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)
On July 8, 2022, the majority shareholder of BlackStar Enterprise Group, Inc. submitted written consent to the resolution to increase the authorized common stock from 700,000,000 to 2,000,000,000, with an effective date of the Amendment to the Articles of Incorporation of August 5, 2022. Following the increase in authorized shares proposed by the Company’s Board of Directors, the Company has 2,000,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock (no change in preferred), with no changes in the shares outstanding of either the common stock or preferred stock as a result of the increase.
Preferred Stock
The Company has an authorized number of preferred shares of 10,000,000, with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares of its Series A Preferred Series stock to IHG in fulfillment of the purchase agreement. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company.
Common Stock
During the nine months ended September 30, 2022, the Company issued shares of its common stock as follows:
| ● | 196,896,962 shares for conversion of $528,212 principal and interest on convertible notes payable. |
| ● | 12,795,700 shares for exercise of previously issued warrants at $0.0023 per share. The exercise price was revised to $0.0023 per share from $0.25 per share as per antidilution provision of the warrant agreement. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 118,800 shares of common stock. |
During the nine months ended September 30, 2021, the Company issued shares of its common stock as follows:
•
12,018,049 shares for conversion of $371,132 principal and interest on convertible note payable.
•
300,000 shares valued at $24,000 ($0.08 per share) to a convertible note holder as consideration for the Company’s entering into certain third-party transactions which were in default of the convertible promissory note, security purchase agreement and other related documents entered into on November 16, 2020.
•
10,788,623 shares valued at $43,002 as consideration for financing fees for loans made to the Company.
•
500,000 shares valued at $20,000 ($0.04 per share) as partial consideration for software development costs.
•
2,666,666 shares valued at $106,667 ($0.04 per share) to a convertible note holder. These shares have been issued as condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $106,667 value of the shares has been charged to operations during the nine months ended September 30, 2021.
•
5,000,000 shares valued at $250,000 ($0.05 per share) to a convertible note holder. These shares were issued as condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $250,000 value of the shares has been charged to operations during the nine months ended September 30, 2021.
| ● | 12,018,049 shares for conversion of $371,132 principal and interest on convertible note payable, and recognized a loss conversion of $166,422. |
| ● | 300,000 shares valued at $24,000 ($0.08 per share) to a convertible note holder as consideration for the Company’s entering into certain third party transactions which were in default of the convertible promissory note, security purchase agreement and other related documents entered into on November 16, 2020. |
| ● | 1,078,8623 shares valued at $43,002 as consideration for financing fees for loans made to the Company. |
| ● | 500,000 shares valued at $0.04 per share as partial consideration for software development costs. |
| 10 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 20212022
(Unaudited)
NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
| ● | 2,666,666 shares valued at $106,667 ($0.04 per share) to a convertible note holder. These shares have been issued as a condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $106,667 value of the shares has been charged to operations during the nine months ended September 30, 2021. |
| ● | 5,000,000 shares valued at $250,000 ($0.05 per share) to a convertible note holder. These shares were issued as a condition that the Company files a resale registration statement covering the underlying convertible shares. The shares are returnable to the Company upon the effective date of the registration statement. The resale registration statement was not filed in the period stipulated in the agreement with the note holder, and accordingly the $250,000 value of the shares has been charged to operations during the nine months ended September 30, 2021. |
NOTE 6 – 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 of 440,000 shares of the Company’s common stock. The warrants are exercisable at $0.25 per share for a term of 5 years. The $132,953 fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and term of 5 years. The $132,953$132.953 fair value of the warrants was charged to operations when issued during the year ended December 31, 2019. At September 30, 2021,2022, the intrinsic value of the outstanding warrants was $0, as the trading price of the Company’s common stock at that date was less than the underlying exercise price of the warrants.
A summary of warrant activity during the nine months ended September 30, 20212022 is presented below:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||
| |||||||||||
Outstanding and exercisable – December 31, 2020 | 540,000 | $ | 0.31 | 2.24 | |||||||
Exercised | 0— | ||||||||||
Expired | 0— | ||||||||||
Outstanding and exercisable – September 30, 2021 | 540,000 | $ | 0.31 | 2.24 | |||||||
Shares |
Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | ||||||||||||
| Outstanding and exercisable – December 31, 2021 | 540,000 | $ | 0.31 | 1.99 | ||||||||||
| Exercised | (118,800 | ) | ||||||||||||
| Expired | (100,000 | ) | ||||||||||||
| Outstanding and exercisable – September 30, 2022 | 321,200 | $ | 0.25 | 1.57 | ||||||||||
NOTE 67 – CONVERTIBLE NOTES
GS CAPITAL PARTNERS
On December 4, 2020, the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $55,000 at an interest rate of 10% and the maturity date is December 2, 2021. At the time of the disbursement the Company received $45,000 net cash proceeds, as there was a deduction from proceeds to the Company of $10,000 for original interest discount and placement costs. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note.
The Company has recorded the conversion feature as a beneficial conversion feature of $55,000. The fair value of $55,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the current trading prices of the Company’s common stock. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
During the nine months ended September 30, 2021, GS Capital elected2022, the Company had the following transactions related to convert the $55,000 principal and $2,936 accrued interest due on theits convertible note into 3,612,003 shares of the Company’s common stock under the conversion provision and terms of the note agreement.
financings:
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 6 – CONVERTIBLE NOTES (continued)
POWER UP LENDING GROUP
(i) On July 24, 2020,February 14, 2022, the Company entered into a financing agreement with Power UpSixth Street Lending LLC to borrow $43,000 with a due date of July 24, 2021.$55,750. The note matures on February 14, 2023, 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%65% of the average of the two lowest trading priceprices of the Company’s common stock for the previous 20fifteen 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
| 11 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2022
(Unaudited)
NOTE 7 – CONVERTIBLE NOTES (continued)
attached to this note. Thenote, and the Company has reserved 41,876,31847,871,198 shares for conversion. Net proceeds from the loan were $40,000,$52,000, after legal fees and offering costs of $3,000. These fees$3,750.
(ii) In February 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 UpMarch 2022, Adar Alef LLC (“Adar Alef”) elected to convert the totalmake a partial conversion of $76,500 principal and interest due on their note of July 24, 2020 in the principal amount of $43,000 and $2,150$6,296 of accrued and unpaid interest thereon due on their note of April 29, 2021, in three tranches, into 2,894,231an aggregate 21,504,766 shares of the Company’s common stock at $0.0156prices of $0.0023 to $0.0064 per share. The Company recognized a lossshare under the conversion provision and terms of the note agreement.
(iii) In January and February 2022, Power Up elected to convert, in five tranches, the total principal of $103,750 due on their note of July 26, 2021, together with accrued and unpaid interest thereon of $5,188, into an aggregate 12,982,155 shares of the Company’s common stock (at conversion prices of $41,677.
(ii) On October 8, 2020,$0.0075 to $0.0088 per share) under the Company receivedconversion provision and terms of the proceeds from a financing agreement entered into withnote agreement.
(iv) In February and March 2022, Power Up Lending Group Ltd. (Power Up) elected to convert, in four tranches, the total principal due on their note of July 28, 2021 of $78,750 and accrued and unpaid interest thereon of $3,938 into 21,273,289 shares of the Company’s common stock at conversion prices of $0.0029 to $0.0073 per share under the conversion provision and terms of the note agreement.
(v) In March and April 2022, Power Up elected to convert, in three tranches, the total principal due on their note of September 24, 20201, 2021 of $53,750 and accrued and unpaid interest thereon of $2,688, into 19,952,406 shares of the Company’s common stock at conversion prices of $0.0024 to $0.0029 per share under the conversion provision and terms of the note agreement.
(vi) On May 5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) to borrow $53,000.$55,750. The note matures on May 5, 2023, 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%65% of the average of the two lowest trading priceprices of the Company’s common stock for the previous 20fifteen 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 25,429,82843,537,683 shares for conversion. Net proceeds from the loan were $50,000,$52,000, 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.$3,750.
Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company(vii) In April and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
On April 12, 2021,May 2022, Power Up elected to convert, in five tranches, the total principal balance of $78,750 and accrued and unpaid interest thereon of $3,938 due on their note of October 8, 2020 in the principal amount of $53,000 and $2,650 of accrued and unpaid interest thereon1, 2021 into 1,939,02440,260,417 shares of the Company’s common stock at $0.0287prices of $0.0020 to $0.0024 per share.share under the conversion provision and terms of the note agreement.
(viii) In June 2022, Sixth Street Lending LLC elected to convert, in three tranches, the total principal of $45,750 due on their note of November 29, 2021, together with accrued and unpaid interest thereon of $2,288, into an aggregate 27,899,255 shares of the Company’s common stock (at conversion prices of $0.0016 to $0.0018 per share) under the conversion provision and terms of the note agreement.
(ix) In April 2022, Quick Capital, LLC issued a notice of default on the $33,275 convertible note dated November 16, 2020 and stated that the outstanding amount due on the note is $133,317.38, the default interest per annum is 24%, and that the conversion price is the lowest trading price during the delinquency period with a 50% discount. The Company recognizedhas continued to accrue interest on the note at the rate of 10% per annum.
(x) On April 29, 2022, the Company did not satisfy its obligations for final payment of outstanding principal of $473,500 and accrued interest under a lossfinancing agreement entered into on April 29, 2021 with Adar Alef. Under the terms of the financing
| 12 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2022
(Unaudited)
NOTE 7 – CONVERTIBLE NOTES (continued)
agreement, the stated interest rate of the note was 10% with default interest of 24%, and was convertible into common shares of the Company’s common stock at the option of the holder.
(xi) On April 27, 2022, the Company entered into an Amendment and Abatement Agreement (“Abatement Agreement”) with SE Holdings and Adar Alef (collectively “the Parties”) to address the Company’s default on the two outstanding convertible notes between the Parties, consisting of the remaining $473,500 principal balance to Adar Alef and face amount $220,000 note with SE Holdings. Under the terms of the Abatement Agreement, the Parties agreed to abate the conversion features under the notes for a period of forty-five (45) days from April 15, 2022, with the conversion features resuming no sooner than May 30, 2022. The Company has paid to Adar Alef a total of $50,000 upon execution of the Abatement Agreement for principal, redemption penalty and accrued interest. The remaining principal and accrued interest on the notes to SE Holdings and Adar Alef would be due on May 30, 2022. On May 25, 2022, the Abatement Agreement was extended for an additional thirty (30) days through June 30, 2022, upon an additional payment by the Company of $25,000 to Adar Alef for principal, redemption penalty and accrued interest.
In July, August and September 2022, the Company made payments to Adar Alef for additional abatements on the notes for thirty-day periods of an aggregate $70,001 for principal reduction of $45,845, accrued interest of $5,818 and redemption penalty of $18,338.
(xii) In August 2022, GS Capital Partners elected to make a partial conversion of $80,082.$16,000 principal and $1,028 of accrued and unpaid interest thereon due on their note of October 11, 2021 into 14,189,591 shares of the Company’s common stock at a conversion price of $0.0012 per share under the conversion provision and terms of the note agreement.
(iii)(xiii) On January 15, 2021,August 30, 2022, the Company entered into a financing agreement with Power Up1800 Diagonal Lending GroupLLC to borrow $43,500.$43,750. The note matures on August 30, 2023, 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%65% of the average of the two lowest trading priceprices of the Company’s common stock for the previous 20fifteen 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 20,871,651100,000,000 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs 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$3,750.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 6 – CONVERTIBLE NOTES (continued)
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(xiv) In August and its stock, and there will be no revaluations until the note is paid or redeemed for stock.
In July 2021, Power UpSeptember 2022, 1800 Diagonal Lending LLC elected to convert (in two tranches) the totalmake a partial conversion of an aggregate $49,600 principal on their note of $43,500 due on the note, together with accrued unpaid interest of $2,175,February 14, 2022, in three tranches, into an aggregate 3,572,79138,835,083 shares of the Company’s common stock (1,304,348 shares at $0.0138prices of $0.0009 to $0.0017 per share and 2,268,443 shares at $0.0122 per share) under the conversion provision and terms of the note agreement.
(iv) On March 31, 2021, the Company entered into a financing agreement with Power Up Lending Group to borrow $103,500. The note bears interest at 10%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance. The conversion price is to be calculated at 63% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 20,535,714 shares for conversion. On April 1, 2021, the Company received the net proceeds from the loan of $100,000, after legal fees and offering costs of $3,500. (See Note 9)
(v) On July 26, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $103,750. The note matures on July 26, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 34,220,756 shares for conversion. The Company received net proceeds from the loan of $100,000, after legal and financing fees of $3,750.
(vi) On July 28, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $78,750. The note matures on July 28, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 36,346,153 shares for conversion. The Company received net proceeds from the loan of $75,000, after legal and financing fees of $3,750.
(vii) On September 1, 2021, the Company entered into a financing agreement with Power Up Lending Group Ltd. to borrow $53,750. The note matures on September 1, 2022, bears interest at 10%, with a default rate of 22%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bid prices of the Company’s common stock for the previous 15 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note,
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BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 20212022
(Unaudited)
NOTE 67 – CONVERTIBLE NOTES (continued)
and the Company has reserved 17,348,036 shares for conversion. The Company received net proceeds from the loan of $50,000, after legal and financing fees of $3,750.
QUICK CAPITAL LLC
On November 23, 2020, the Company entered into a financing agreement with Quick Capital LLC to borrow $33,275 with a due date of July 16, 2021. The note bears interest at 10%, with a default rate of 24%, and is convertible into shares of the Company’s common stock. The conversion price is to be calculated at 60% of the 2 lowest trading prices of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 12,000,000 shares for conversion. Net proceeds from the loan were $25,000, after legal fees and offering costs of $8,275. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $33,275 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock. As of September 30, 2021, the Company is in default on this note.
SE HOLDINGS LLC
On January 26, 2021, the Company entered into a financing agreement with SE Holdings LLC to borrow $220,000. The note bears interest at 10%, with a default rate of 24%, and is convertible, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest trading price of the Company’s common stock for the previous twenty trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 44,000,000 shares for conversion. Net proceeds from the loan were $177,500, after original issue discount of $20,000 and legal fees and offering costs of $22,500. The Company has recorded the conversion feature as a beneficial conversion feature. The fair value of $220,000 for the expense portion of the note is being amortized over the term of the note. This fair value has been determined based on the trading price of the Company’s common stock as of the date of the note. Management has determined that this treatment is appropriate given the uncertain nature of the value of the Company and its stock, and there will be no revaluations until the note is paid or redeemed for stock
ADAR ALEF LLC
On April 29, 2021, the Company entered into a financing agreement with Adar Alef, LLC to borrow $550,000. The note bears interest at 10%, with a default rate of 24%, and is convertible at the option of the holder, at any time after the date of issuance. The conversion price is to be calculated at 50% of the average of the three lowest closing bid prices of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 86,105,000 shares for conversion The Company received the net proceeds from the loan of $462,000, after original issue discount, legal fees and offering costs of $88,000.
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(Unaudited)
NOTE 6 – CONVERTIBLE NOTES (continued)
Convertible notes payable at September 30, 20212022 and December 31, 20202021 are summarized as follows:
Holder | Face Amount | Interest Rate | Due Date | 2021 | 2020 | |||||||||||
| ||||||||||||||||
GS Capital Partners | $ | 55,000 | 10% | December 2, 2021 | $ | 0— | $ | 55,000 | ||||||||
| ||||||||||||||||
Power UP Lending Group | $ | 43,000 | 10% | July 24, 2021 | $ | 0— | $ | 43,000 | ||||||||
| $ | 53,000 | 10% | September 24, 2021 | $ | 0— | $ | 53,000 | ||||||||
$ | 43,500 | 10% | January 15, 2022 | $ | 0— | $ | 0— | |||||||||
$ | 103,500 | 10% | March 31, 2022 | $ | 103,500 | $ | 0— | |||||||||
| $ | 103,750 | 10% | July 26, 2022 | $ | 103,750 | $ | 0— | ||||||||
$ | 78,750 | 10% | July 28, 2022 | $ | 78,750 | $ | 0— | |||||||||
$ | 53,750 | 10% | September 1, 2022 | $ | 53,750 | $ | 0— | |||||||||
| ||||||||||||||||
SE Holdings LLC | $ | 220,000 | 10% | January 26, 2022 | $ | 220,000 | $ | 0— | ||||||||
| ||||||||||||||||
Quick Capital LLC | $ | 33,275 | 10% | July 16, 2021 | $ | 33,275 | $ | 33,275 | ||||||||
| ||||||||||||||||
Adar Alef LLC | $ | 550,000 | 10% | April 29, 2022 | $ | 550,000 | $ | 0— | ||||||||
| ||||||||||||||||
Discount | $ | (715,977 | ) | $ | (158,390 | ) | ||||||||||
| ||||||||||||||||
$ | 427,048 | $ | 25,885 | |||||||||||||
NOTE 7 – NOTES PAYABLE
On November 18, 2020, outstanding loans to the two individuals were rolled over and extended into two new loans in the amounts of $20,000 and $30,000, due May 18, 2021 with interest at 11%. Each of the two loan holders was paid $2,500 principal (an aggregate $5,000) and aggregate accrued interest of $3,026. In addition, the two individuals were issued an aggregate 1,550,000 shares of the Company’s common stock valued at $46,500 ($0.03 per share), under the default penalty provisions of the original notes.
Effective May 18, 2021, each of the loan holders was repaid $10,000 principal and accrued interest of $1,100 and $1,650. The two notes were rolled into new loans in the amounts of $10,000 and $20,000, due November 18, 2021 with interest at 11%. In addition, the two individuals were issued an aggregate 300,000 shares of the Company’s common stock valued at $12,000 ($0.04 per share).
15
| Note Holder | Face Amount | Interest Rate | Due Date | September 30, 2022 | December 31, 2021 | |||||||||||||
| GS Capital Partners LLC | $ | 60,000 | 8 | % | October 11, 2022 | $ | 44,000 | $ | 60,000 | |||||||||
| Power UP Lending Group Ltd. | $ | 103,750 | 10 | % | July 26, 2022 | $ | — | $ | 103,750 | |||||||||
| $ | 78,750 | 10 | % | July 28, 2022 | $ | — | $ | 78,750 | ||||||||||
| $ | 53,750 | 10 | % | September 1, 2022 | $ | — | $ | 53,750 | ||||||||||
| $ | 78,750 | 10 | % | October 1, 2022 | $ | — | $ | 78,750 | ||||||||||
| SE Holdings LLC | $ | 220,000 | 10 | % | January 26, 2022 | $ | 220,000 | $ | 220,000 | |||||||||
| Quick Capital LLC | $ | 33,275 | 10 | % | July 16, 2021 | $ | 33,275 | $ | 33,275 | |||||||||
| Adar Alef LLC | $ | 550,000 | 10 | % | April 29, 2022 | $ | 377,534 | $ | 550,000 | |||||||||
| Sixth Street Lending LLC | $ | 45,750 | 10 | % | November 29, 2022 | $ | — | $ | 45,750 | |||||||||
| $ | 55,750 | 10 | % | February 14, 2023 | $ | 6,150 | $ | — | ||||||||||
| 1800 Diagonal Lending LLC | $ | 55,750 | 10 | % | May 5, 2023 | $ | 55,750 | $ | — | |||||||||
| $ | 43,750 | 10 | % | August 30, 2023 | $ | 43,750 | $ | — | ||||||||||
| Discount | $ | (18,001 | ) | $ | (534,856 | ) | ||||||||||||
| $ | 762,458 | $ | 689,169 | |||||||||||||||
| 14 |
BLACKSTAR ENTERPRISE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 20212022
(Unaudited)
NOTE 8 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note.
IHG, the controlling shareholder of the Company, provides management consulting services to the Company. There is no formal written agreement that defines the compensation to be paid. For the nine months ended September 30, 20212022 and 20202021 the Company recorded related party management fees of $235,301 and $242,642, and $59,910, respectively.
During the yearnine months ended December 31, 2020,September 30, 2022 and 2021, there were no advances from related parties, and the Company repaid $23,070 to its parent company, IHG.parties. During the nine months ended September 30, 2021, $18,780 was repaid to a former officer of the Company.Company was repaid $18,780 for advances previously made.
NOTE 9 – SUBSEQUENT EVENTS
On October 1, 2021,6, 2022, 1800 Diagonal Lending LLC elected to make a final conversion of $6,150 principal and $2,787.50 interest on their note of February 14, 2022 into 14,415,323 shares of the Company’s common stock at a price of $.00062 per share under the conversion provision and terms of the note agreement.
On October 31, 2022, the Company entered into a financing agreement with Power Up1800 Diagonal Lending Group Ltd.LLC to borrow $78,750.$55,000. The note matures on October 1, 2022,31, 2023, bears interest at 10%, with a default rate of 22%, and is convertible, at the option of the holder, at any time aftercommencing 180 days ofafter the date of issuance. The conversion price is to be calculated at 65% of the average of the two lowest closing bidtrading prices of the Company’s common stock for the previous 15fifteen trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note, and the Company has reserved 23,954,227423,076,923 shares for conversion. The Company received netNet proceeds from the loan of $75,000,were $50,750, after legal fees and financing feesoffering costs of $3,750.$4,250.
On October 11, 2021, the Company entered into a financing agreement with GS Capital Partners LLC to borrow $60,000. The note matures on October 11, 2022, bears interest at 8%, with a default rate of 24%, and is convertible at the option of the holder, at any time after 180 days of the date of issuance. The conversion price is to be calculated at 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to the note. There are no warrants or options attached to this note. The Company received net proceeds from the loan of $50,000, after legal and financing fees of $10,000.
In October 2021, Power Up elected to convert (in three tranches) the total principal of $103,500 due on their note of March 31, 2021, together with accrued unpaid interest thereon of $5,175, into an aggregate 6,061,936 shares of the Company’s common stock (2,358,232 shares at $0.0164 per share and 3,703,704 shares at $0.0189 per share) under the conversion provision and terms of the note agreement.
The Company has analyzed its operations subsequent to September 30, 20212022 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose.
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ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements and Associated Risks.
This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of September 30, 2021,2022, we had an accumulated deficit totaling $7,773,375.of $9,189,724 and a working capital deficiency of $859,107. This raises substantial doubts about our ability to continue as a going concern.
Plan of OperationOverview
BlackStar Enterprise Group, Inc. (the “Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc. (“NPI08”). In January 2010, NPI08 acquired an ownership interest in Black Star Energy Group, Inc., a Colorado Corporation. BlackStar Energy then merged into NPI08, with NPI08 being the surviving entity. Concurrently, NPI08 changed its name to BlackStar Energy Group, Inc. On January 25, 2016, International Hedge Group, Inc. signed an agreement to acquire a 95% interest in the Company. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock and 1,000,000 shares of Class A Preferred Stock. The name was changed to BlackStar Enterprise Group, Inc. in August of 2016.
The Company is a Delaware corporation organized for the purpose of engaging in any lawful business. The Company intends to act as a merchant bank as of the date of these financial statements. We currently trade on the OTC QBPink under the symbol “BEGI”.“BEGI.” The Company is a merchant banking firm seeking to facilitate venture capital to early stageearly-stage revenue companies. BlackStar intends to offer consulting and regulatory compliance services to crypto-equityblockchain and DLT companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-relatedelectronic fungible share-related ventures though our newly formed wholly-owned subsidiary, Crypto Equity Management Corp., (“CEMC”), mainly formed in September 2017. CEMC 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 areasclient’s equity based off of blockchain and distributed ledger technologies (“DLT”)the BDTP TM. CEMC has not established any anticipated time frames or key milestones for CEMC business. BlackStar intends to serve businesses in their early corporate lifecycles and may provide funding in the forms of ventures in which we control the venture until divestiture or spin-off by developing the businesses with capital. We have only engaged in one transaction as a merchant bank form to date.
Our investment strategy focuses primarily on ventures with companies that we believe are poised to grow at above-average rates relative to other sectors of the U.S. economy, which we refer to as "emerging“emerging growth companies."” Under no circumstances does the companyCompany 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 theits Board of Directors to prevent being classified or inadvertently becoming an investment company which would be subject to regulation under the Investment Company Act of 1940.
As a merchant bank, BlackStar intends to seek to provide access to capital for companies and is specifically seeking out ventures involved in DLT or blockchain. BlackStar intends to facilitate funding and management of DLT-involved companies through majority controlled joint ventures through its subsidiary CEMC. BlackStar, through CEMC, intends to initially control and manage each venture. Potential ventures for both BlackStar and CEMC will be analyzed using the combined business experience of its executives, with CEMC looking to fill those venture criteria with companies in crypto-related businesses such as blockchain or DLT technologies. The Company does not intend to develop Investment Objectives or “criteria” in any manner but will rely on the acumen and experience of its executives. CEMC 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. CEMC has not established any anticipated time frames or key milestones for CEMC business.
BlackStar is currently buildingdeveloping a digital equity tradingblockchain-based software platform in order(“BDTP TM”) to trade registered BlackStarelectronic fungible shares of our common stock equal to the shares in digital formheld and transferred by DTCC Brokers (DWAC), and intends to use. Once completed, the platform design might enable us to provide custom subscription serviceslicense the technology as a Platform as a Service (“PaaS”) for other publicly traded companies, providing revenue to other public companies.
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
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would prefer to license our platform to an existing ATS. The platform is not currently operational or in use by anyone. More details regarding the BDTP TM can be found in the most recent registration statement on Form S-1, as amended.
Recent Updates –
The Company is finalizing the designmarketing plan to promote and buildroll out the three features of the BlackStar Digital Trading Platform (“BDTP”), subjectits blockchain platform. The Company plans to obtaining sufficient funding.offer its Private Funding and Corporate Governance Blockchain to individual private companies. The Company is currently evaluating its options for the next major step in the process – its main feature. BlackStar’s Digital Trading Platform (“BDTPTM”) will need to be paired with an operating partnerlicensee (a broker-dealer, clearing firm, and/or registered Alternative Trading System (“ATS”)) to quote the shares prior to implementation. To that end, the Company is exploring partnershipslicensing and contractual relationships with broker-dealers and existing ATS’s and other strategies to go live with BDTPTM in accordance with existing laws and regulations. As of the date of this filing, the core platform of BDTP TMis complete and will remain in the testing phase until we obtain an operating partner.licensee. BlackStar intends to continue to seek further input from various regulatory agencies and others on the functionality of the BDTP TMover the next several months. The BDTPTM 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. The software is complete in demonstrating a proof-of-concept trading ability, while recording activity using an immutable blockchain ledger. Currently, the working model platform is hosted on Amazon’s Quantum Ledger Database. In June ofDuring the year ended December 31, 2021, BlackStar and Artuova successfully completed a production ready and feature-complete user interface for the digital platform which is now in the final stages of quality assurance. BlackstarBlackStar is actively pursuing relationships with various broker-dealers, clearing firms, and ATS’s to complete the final stages of this multi-year engineering effort. During 2021, BlackStar filed with the USPTO patent protection for its proprietary software.
The Company’s success will be dependent upon the Company’sits ability to analyze and manage the opportunities presented.
Contingentpresented and is contingent upon successfully raising funds we intend to expend funds over the next four quarters as follows:and ultimately SEC approval of our digital trading platform.
Our Budget for operationsCurrently in the next yeartesting phase, we estimate $30,000 to finalize the integration of the digital platform into the broker-dealer eco system once the SEC and FINRA clear BlackStar to promote broker dealers and or exchanges. The ability to obtain a licensee may be dependent on our ability to confirm that FINRA and the SEC will allow trading on our platform as described. If this is as follows:
| BDTP Development and Testing | $ | 500,000 | ||
| Working Capital – Joint Ventures | $ | 500,000 | ||
| Legal, Audit and Accounting | $ | 150,000 | ||
| Fees, rent, travel and general & administrative expenses | $ | 150,000 | ||
| $ | 1,300,000 |
Thethe case, the Company may change anyalternatively seek to acquire an existing broker-dealer in order to become a FINRA-registered broker-dealer. Once we have secured a licensee broker-dealer, clearing firm, or allATS for the budget categories in the execution of its business model. Noneoperations of the line items areBDTP TM and begun operating the BDTP TM, we will seek subscriber companies desiring customized platforms. At that point, we will have the ability to showcase BDTP TM’s live operations. The technical platform operations and updates will be considered fixed or unchangeable.managed by Artuova, through our oversight and direction. The Companysoftware building of additional platforms for subscriber companies may need substantial additional capital to support its budget.take as little as 48 hours. We have not recognized revenues fromyet developed our operational activitiesmarketing campaign to date.seek out these customers, but plan to do so after securing our operating licensee, likely within the next six months. We anticipate our overall expansion of services into the blockchain industry within the next twelve months.
Based on our current cash reserves of approximately $559,438$98,662 as of September 30, 2021,2022, we have the cash for an operational budget of less than twelveapproximately six (6) months. We intend to offer a private placement of common shares to investors in order to achieve at least $1,000,000$5,000,000 in funding in the next year.year to scale our business plan. We intend to commence this offering in the winter of 2021.2022. If we are unable to generate enough revenue to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any additional funds as of date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.
The independent registered public accounting firm’s report on our financial statements as of December 31, 2020,2021, includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.
Our cash reserves were only $32,987Results of Operations
For the Three Months Ended September 30, 2022 compared to same period in December 2020. To satisfy this shortfall and continue2021
Net loss for the three months ended June 30, 2022 was $214,329 as compared to fund operations, we issued$772,953 for the three months ended June 30, 2021, a decrease of $558,624. As discussed below, a significant portion of the losses in those periods was attributable to non-cash transactions from the issuance of convertible debt during the first three quarters of 2021, in addition to our parent company, IHG, has agreeing to fund on anand other financings.
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interim basis any shortfall in our cash reserves. These funds have been used to pay legal, accounting, office rent and general and administrative expense. In early 2018, we completed a private placement of units for $165,000, and in November 2018 we raised $53,000 through a convertible promissory note which increased our working capital. In the year ended December 31, 2019, we received funding through various promissory notes and convertible promissory notes, totaling $280,000 with $236,150 being received in net cash proceeds. In the year ended December 31, 2020, we received funding through promissory notes totaling $25,000, and convertible promissory notes totaling $287,275 with $260,000 being received in net cash proceeds.
Results of Operations
For the Three Months Ended September 30, 2021 compared to same period in 2020
During the three months ended September 30, 2021 and 2020, we had no revenue. For the three months ended September 30, 2021, we recognized a net loss of $772,953 compared to a net loss of $425,792 for the three months ended September 30, 2020. Our operating expenses included $93,500 in related party management consulting fees, $23,572 in legal and professional fees, and $273,777 in general and administrative fees, for a total of $390,849 for the three months ended September 30, 2021. Higher related party management consulting fees and an increase in costs for fund raising costs, including the $250,000 value of common shares issued to a convertible note lender in the second quarter, increased the total operating expenses in the three months ended September 30, 2021 by $333,386 compared to the three months ended September 30, 2020. Our net loss from operations was $390,849 for the three months ended September 30, 2021 compared to net loss from operations of $57,463 for the same period ended September 30, 2020.
For the three months ended September 30, 2021,2022, we had significantly higher otherlower non-operating (other) expenses, substantially all of which are non-cash, predominately due to a decrease in amortization of discounts on debt issuance and conversion features of the convertible promissory notes that we have used to finance our continued operations. This resulted in nettotal other expenses of $382,104$113,140 for the three months ended September 30, 20212022 as compared to $368,329$382,104 for the same period in 2020.2021. For the three months ended September 30, 20202022, the Company recognized $17,438$56,071 for amortization of discount on convertible notes, as compared to $22,152$306,396 for the three months ended September 30, 2021. DuringThe decrease in amortization of discount on convertible notes is attributable to a decrease in debt conversions in 2022 as compared to 2021.
General and administrative expenses in 2022 were $11,434 a decrease of $262,343 from general and administrative expenses of $273,777 in 2021. In 2021, the Company recorded cash and stock payments for fund raising fees, including the $250,000 value of common shares issued to a convertible note lender, as compared to no costs incurred of this nature in 2022. General and administrative costs, exclusive of fees for fund raising, were for investor relations, filing fees, transfer agent fees and overhead operational costs which were comparable for the 2022 and 2021 quarterly periods.
In 2022, the Company paid management consulting fees to IHG of $70,028 as compared to $93,500 paid in 2021.
Legal and professional fees of $19,727 for the three months ended September 30, 2020, we recognized $277,607 as a loss on notes payable conversion.
Net loss per share2022 decreased by $3,845 from $23,572 for the 2021 comparable period. Recurring professional fees for the 2022 and 2020 three-month2021 periods ending September 30, 2021were predominately for SEC regulatory and 2020 was $0.01 in each of the periods.statutory filings and auditor and related fees for quarterly reviews and annual audits.
For the Nine Months Ended September 30, 20212022 compared to same period in 20202021
DuringNet loss for the nine months ended September 30, 2022 was $1,039,964 as compared to $1,807,182 for the nine months ended September 30, 2021, a decrease of $767,218. As discussed below, a significant portion of the losses in those periods was attributable to non-cash transactions from the issuance of convertible debt and 2020, we had no revenue. For the nine months ended September 30, 2021, we recognized a net loss of $1,807,182 compared to a net loss of $930,944other financings.
Our operating expenses for the nine months ended September 30, 2020. Our operating expenses2022 included $242,642$235,301 in related party management consulting fees, $69,876$96,352 in legal and professional fees, and $468,950$57,040 in general and administrative fees, for a total of $781,468$388,693. Total operating expenses decreased by $392,775 from the 2021 period as compared to 2022 predominately due to a decrease in general and administrative expenses, which included $411,778 for the nine months ended September 30, 2021. Higher related party management consulting fees and an increasefund raising costs in 2021 as compared to no costs for fund raising including the realization of the $356,667 value of common shares issued to convertible note lenders during the nine-month period, increased the total operating expensesincurred in the nine months ended September 30, 20212022 period. Legal and professional fees increased by $617,804 compared to the nine months ended September 30, 2020. Our net loss from operations was $781,468$26,475 in 2022 for the nine months ended September 30, 2021 compared to net loss from operations of $163,664fees incurred for the same period ended September 30, 2020.SEC registration and regulatory filings.
For the nine months ended September 30, 2021,2022, we had significantly higherlower other expenses as compared to the comparable 2021 period. The decrease of $374,443, from $1,025,714 in 2021 to $651,271 in 2022, is substantially all of which are non-cash and predominately due to amortization of discounts on debt issuanceissuances and conversion features of the convertible promissory notes that we have used to finance our continued operations. This resulted in net other expenses of $1,025,7144 for the nine months ended September 30, 2021 compared to $767,280 for the same period in 2020. For the nine months ended September 30, 2020,2022 the Company recognized $27,015$472,440 for amortization of discount on convertible notes, as compared to $46,116$656,485 for the comparable 2021 period. This decrease was due to decreased funding from convertible note issuances for the 2022 period as compared to the 2021 period. During the nine months ended September 30, 2021, andwe recognized $574,715 as a loss of $166,422 on notes payable conversion in 2020 periodconversions as compared to $166,422 duringnone in the 2022 comparable period. This reduction is due to a change in the Company’s accounting treatment for conversion of debt to equity. The increase in amortization of discount on convertible notes is attributable to an increase in debt conversions in 2022 as compared to 2021.
Liquidity and Capital Resources
At September 30, 2022, we had a working capital deficit of $859,107 and cash of $98,662 as compared to a working capital deficit of $283,414 and cash of $518,539, at December 31, 2021. The decrease in cash and increase in working capital deficit was due primarily to the utilization of available cash for operations and an increase in debt funding from December 31, 2021 as compared to September 30, 2022, with all new debt issuances maturing within one year from the date of issuance. The Company used new and existing fundings to maintain operating activities, complete software development and patent filings with the USPTO for its digital trading platform. During the nine months ended September 30, 2022, we used $456,277 of cash for operating activities and paid $11,634 in investing activities for software development and patent costs. In the comparable 2021 period, in 2021.
Net loss per shareoperating activities utilized cash of $394,269 and investing activities for the 2021software development and 2020 nine-month periods ending September 30, 2021 and 2020 was $0.02 in eachpatent costs utilized cash of the periods.
$45,000.
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ManagementSubstantially all of our funding has evaluated the current business plan, ongoing operationsbeen from convertible debt financings in 2022 and financial position2021. The debt instruments were with non-related investment firms, carried an interest rate of 10%, matured six months to one year from date of financing and were convertible into shares of the Company asCompany’s common stock at a discount to the trading prices of the common shares of 35% to 40%. During nine months ended September 30, 2021, and has determined that there is substantial doubt as to whether the Company will be able to continue to operate as2022, we issued convertible debt with a “going concern”. The Company has an accumulated deficitface value of $7,773,375 as of September 30, 2021, compared to an accumulated deficit of $5,966,193 as of December 31, 2020, and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Liquidity and Capital Resources
As of September 30, 2021, we had total current assets of $571,384 comprised of $559,438 in$155,250, receiving cash and $11,946 in prepaids, compared to $84,211 total current assets as of December 31, 2020. Our total assets as of September 30, 2021 were $646,384 compared to $94,211 as of December 31, 2020. Current liabilities as of September 30, 2021 were $520,366 compared to $129,062 at December 31, 2020. Current liabilities as of September 30, 2021 consisted of accounts payable of $12,246, accrued payables of $51,072, convertible promissory notes of $427,048,proceeds, net of discountsfinancing costs, of $715,977, and notes payable$144,000. During the nine months ended September 30,2021, we issued convertible debt with a face value of $30,000. As$1,183,250, receiving cash proceeds, net of September 30, 2021, we had a working capital equityfinancing costs, of $51,018, compared to a negative working capital of $44,851 as of December 31, 2020.
We intend to attempt to raise capital through several sources: a) partner venture funds, b) private placements of our stock, and/or c) loans from our parent company IHG. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to ensure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.
We do not have terms or committed sources of capital of any type at this time. If we are able to raise additional capital, we intend to launch the BDTP, and further, enter into additional joint ventures. We intend to use the funds repaid from the joint ventures to a) retire debt, b) fund additional joint ventures with companies, and c) provide operational funds.
We have been, and intend to continue, working toward identifying and obtaining new sources of financing. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts.
We do not anticipate that we will purchase any significant equipment over the next twelve months.
We do not anticipate any significant changes in the number of employees unless we significantly increase the size of our operations. We believe that we do not require the services of additional independent contractors to operate at our current level of activity. However, if our level of operations increases beyond the level that our current staff can provide, we may need to supplement our staff in this manner.
Financing Activities
$1,004,500. During the nine months ended September 30, 2022, convertible note holders were issued 196,896,962 shares of common stock for conversion of $528,2123 face value of debt and related accrued interest. In the comparable 2021 period, note holders were issued 12,018,049 shares of common stock for conversion of $371,132 face value of debt and related accrued interest and fees.
While management of the Company hadbelieves that the Company will be successful in its current and planned activities, there can be no assurance that the Company will be successful in obtaining sufficient revenues from our planned operations and raise sufficient equity, debt capital or strategic relationships to sustain the operations and future business of the Company.
Our ability to create sufficient working capital to sustain us over the next twelve-month period, and beyond, is dependent on our raising additional equity or debt capital, and ultimately to commence revenues form or digital trading platform.
There can be no assurance that sufficient capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
Availability of Additional Capital
Notwithstanding our success in raising net cash received from equity offerings or shareholder contributions,proceeds of $144,000 and we received $1,004,500 from convertible notes, net of offering costs and original issue discounts. The Company also made $20,000 repayments of notes payable and $18,780 of repayments of advances from related partiesdebt financing in the nine monthsnine-month periods ended September 30, 2021. During2022 and 2021, respectively, there can be no assurance that we will continue to be successful in raising capital and have adequate capital resources to fund our operations or that any additional funds will be available to us on favorable terms or in amounts required by us. We estimate that we will need to raise $5,000,000 over the ninenext twelve months ended September 30, 2020, the Company had no cash received from equity offerings or shareholder contributions.to scale up our current plan. The Company received $165,000 from notes payablefeels it has sufficient capital to pay 2022 expenses and made $22,590implement our platform of repaymentsblockchain features in fourth quarter of advances from related parties for the nine months ended September 30, 2020. Net cash provided by2022.
Any additional financings may be dilutive to our stockholders, new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of Common Stock. Debt or equity financing activities was $965,720 for the nine months ended September 30, 2021, comparedmay subject us to $142,410 for the same period in 2020. During the nine months ended September 30, 2021restrictive covenants and 2020, $204,741 and $129,703, respectively, in principal andsignificant interest on convertible notes was converted to common stock.costs.
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Investing Activities
Net cash used in investing activities was $45,000 for software development for the nine-month period ended September 30, 2021, as compared to $0 for the nine months ended September 30, 2020.
Operating Activities
During the nine months ended September 30, 2021, net cash used in operating activities was $394,269, compared to $152,655 used in operating activities for the same period in 2020. The increased amount of cash used in operating activities is attributable to increases in operating and other expenses, increasing the net loss for the nine months ended September 30, 2021.
Going Concern
We have only a very limited amount of cash and have incurred operating losses and limited cash flows from operations since inception. As of September 30, 20212022 and December 31, 2020,2021, we had accumulated deficit of $7,773,375$9,189,724 and $5,966,193,$8,149,760, respectively and we will require additional working capital to fund operations through 20212022 and beyond. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements included in this Form 10-Q do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern. The audited financial statements included in the Company’s recent annual report on Form 10-K have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern.
BasedOur registered independent auditors have issued an opinion on our financial history since inception, in their report on the financial statements as of December 31, 2021 which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the period ended December 31, 2020,next twelve months unless we obtain additional capital to pay our independent registered public accounting firm has expressed substantial doubt as tobills and meet our ability to continue as a going concern.other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we obtain final SEC approval for our digital trading platform. There is no assurance that any revenue will be realized in the future. Accordingly, we must raise capital from sources other than the actual revenue from issuance of memberships in our digital trading platform.
There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate
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some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.
Short Term
On a short-term basis, we have not generated revenues sufficient to cover our growth-oriented operations plan. Based on prior history, we may continue to incur losses until such a time that our revenues are sufficient to cover our operating expenses and growth-oriented operations plan. As a result, we may need additional capital in the form of equity or loans, none of which is committed as of this filing.
Capital Resources
We have only common stock as our capital resource, and our assets, cash and receivables.
We have no material commitments for capital expenditures within the next year, however, as operations are expanded substantial capital will be needed to pay for expansion and working capital.
Need for Additional Financing
We do not have capital sufficient to meet our growth plans. We have made equity and debt offerings in order to support our growth plans, to date, and may do so in the future.
No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow coverage of our expenses as they may be incurred.
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Off Balance Sheet Arrangements
NoneNone.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there aremay be deficiencies in these controls and procedures.procedures, but Management believes that the current procedures have been effective in disclosing all information required to be disclosed. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There are no material changes toThe following risk factors asfactor has been updated since previously disclosed in the Company’s Form 10-K for the year ended December 31, 2020.2021 to disclose current OTC Market status.
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 our proposed business concept and use the idea of the BDTP TM, should it become operational, nor is there any certainty as to how the BDTP TM translates to profits for the Company. There is no assurance of market acceptance or profitability of the concept or Company. The BDTP TM is not yet functional and may never be functional.
THERE ARE ADDITIONAL RISKS TO INVESTORS HOLDING BLACKSTAR DIGITAL SHARES DUE TO THE LACK OF MARKET.
Investors holding electronic fungible shares may never be able to transfer them on the platform, however they will be able to transfer them through traditional avenues such as Market Makers. Electronic fungible shares are not currently traded on the BDTP TM and may never be. The warrants for the legacy “BlackStar Digital Equity” outstanding are exercisable for shares of common stock.
BLACKSTAR DIGITAL 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, hold the same rights as paper certificated shares of common stock and are fungible. Digital equity 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
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
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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.
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 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.
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 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Aside from what has been disclosed in the Current Reports on Form 8-K filed September 30, 2021, the Company had no unregistered sales of equity securities forFor the three months ended September 30, 20212022, the Company had one unregistered sale of equity securities. Prior to the filing of this report, the Company also entered into one unregistered transaction. Additionally, for the three months ended June 30, 2022, the Company had one unregistered sale of equity securities that was disclosed in the Financial Statements and throughNotes
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thereto in the Form 10-Q, but the documents were not attached as exhibits to said Form 10-Q; details of the transaction and the documents are included below.
On May 5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) (“Holder”) to borrow $55,750. The note matures on May 5, 2023, 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 65% of the average of the two lowest trading prices of the Company’s common stock for the previous fifteen 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 filing.note, and the Company has reserved 43,537,683 shares for conversion. Net proceeds from the loan were $52,000, after legal fees and offering costs of $3,750.
On August 30, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (“Holder”) to borrow $43,750. The note matures on August 30, 2023, 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 65% of the average of the two lowest trading prices of the Company’s common stock for the previous fifteen 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 100,000,000 shares for conversion. Net proceeds from the loan were $40,000, after legal fees and offering costs of $3,750.
On October 31, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (“Holder”) to borrow $55,000. The note matures on October 31, 2023, 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 65% of the average of the two lowest trading prices of the Company’s common stock for the previous fifteen 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 423,076,923 shares for conversion. Net proceeds from the loan were $50,750, after legal fees and offering costs of $4,250.
The following terms are applicable to all three of the above promissory notes.
Prepayment. The Company may prepay the Note in whole or in part at any time, up to 180 days after the Issue Date, by paying the principal amount to be prepaid together with premium interest thereon to the date of prepayment (120% 1-60 days; 125% 61-90 days; 130% 91-120 days; 135% 121-180 days). After 180 days from the Issue Date, the Company may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Company’s agreement with respect to the applicable Prepayment Percentage.
No Beneficial Ownership. The Holder shall not be entitled to convert any portion of the Note in excess of that portion upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the Note and the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended and Regulations 13D-G thereunder. The beneficial ownership limitations on conversion as set forth may NOT be waived by the Holder.
Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the average of the two (2) lowest Trading Prices (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the
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Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as reasonably determined by the Borrower. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
Amounts Due in Events of Default. Upon the failure to pay principal and interest, the Note shall become immediately due and payable. Upon the failure to issue conversion shares when Holder exercises said right, or other events of default outlined in the Note, then two times (2x) the Default Amount of the Note will become due and payable immediately. Any other form of default will entitle the Holder to an immediate payment of one hundred fifty percent (150%) of the Default Amount, being the outstanding principal amount of the Note, plus accrued and unpaid interest on the unpaid principal amount of the Note, plus any default interest and any other amounts owed.
Copies of the promissory notes, securities purchase agreements, and transfer agent letters can be found attached hereto as Exhibits 10.1, 10.2, and 10.3 for May 5, 2022, Exhibits 10.4, 10.5, and 10.6 for August 30, 2022, and Exhibits 10.7, 10.8, and 10.9 for October 31, 2022. The Company and the holder executed the securities purchase agreements in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(a)(2) of the 1933 Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
22In April 2022, Quick Capital, LLC issued a notice of default on the convertible note dated November 16, 2020 and stated that the outstanding amount due on the note is $133,317.38, the default interest per annum is 24% and continues to accrue, and that the conversion price is the lowest trading price during the delinquency period with a 50% discount. As interest is accruing daily, the Company is exploring its options for resolving the default. The Company has not yet resolved this default.
On April 29, 2022, the Company did not satisfy its obligations for final payment of outstanding principal of $473,500 and accrued interest under a financing agreement entered into on April 29, 2021 with Adar Alef. Under the terms of the financing agreement, the stated interest rate of the note was 10% with default interest of 24%, and was convertible into common shares of the Company’s common stock at the option of the holder.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
| 10.1 | Convertible Promissory Note – May 5, 2022 |
| 10.2 | Securities Purchase Agreement – May 5, 2022 |
| 10.3 | Transfer Agent Instruction Letter – May 5, 2022 |
| 10.4 | Convertible Promissory Note – August 30, 2022 |
| 10.5 | Securities Purchase Agreement – August 30, 2022 |
| 10.6 | Transfer Agent Instruction Letter – August 30, 2022 |
| 10.7 | Convertible Promissory Note – October 31, 2022 |
| 10.8 | Securities Purchase Agreement – October 31, 2022 |
| 10.9 | Transfer Agent Instruction Letter – October 31, 2022 |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 |
| 32.1 | Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101) |
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SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLACKSTAR ENTERPRISE GROUP, INC. | ||
| (Registrant) | ||
| Dated: November | By: | /s/ John Noble Harris |
| John Noble Harris | ||
| (Chief Executive Officer, Principal Executive | ||
| Officer) | ||
| Dated: November | By: | /s/ Joseph E. Kurczodyna |
| Joseph E. Kurczodyna | ||
| (Chief Financial Officer, Principal Accounting | ||
| Officer) | ||
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