United States securities and exchange commission logo
October 27, 2022
John Noble Harris
Chief Executive Officer
Blackstar Enterprise Group, Inc.
4450 Arapahoe Ave., Suite 100
Boulder, CO 80303
Re: Blackstar
Enterprise Group, Inc.
Amendment No. 5 to
Registration
Statement on Form S-1
Filed September 22,
2022
File No. 333-257978
Dear John Noble Harris:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 29, 2022 letter.
Amendment to Form S-1 filed September 22, 2022
BlackStar Digital Trading Platform, page 38
1. Refer to your responses
to comment 2 and related comments in our letters dated
December 28, 2021 and
April 14 and June 27, 2022. In the last full paragraph on page 41,
you state "Our
BlackStar Electronic Fungible Shares are proposed to be traded on the
blockchain on our BDTP
TM and the rights and privileges to each shareholder of the
electronic fungible
shares is the same as any certificated common shares of the Company.
. . . [T]he electronic
fungible shares would be no different from DTCC held shares, except
being traded in
blockchain transactions. Trading on private blockchain technology is
compatible with the
existing trading system because it can be programmed to follow the
John Noble Harris
Blackstar Enterprise Group, Inc.
October 27, 2022
Page 2
same protocols and rules as every other approved trading system. The
Broker Dealer will
double-encrypt the customer data and send it to the BDTP TM platform,
while freezing
the data in the customer's account. There is no difference in how orders
are currently sent
to market makers or Exchanges, but the benefit of BDTP TM is that there
are additional
security features, a prohibition on short selling, and customer execution
of their own
order."
This disclosure implies that the electronic fungible shares will not be
cleared through
DTCC and is not consistent with your statements that the electronic
fungible shares are
the "same as DTCC eligible book-entry securities" and that you are not
attempting to
"tokenize" your common stock. Please reconcile your disclosure throughout
and provide
your analysis how the electronic fungible shares as currently described
on pages 39-42 do
not represent "tokenized" securities.
Regulatory Challenges of our Business Concept (BDTP TM), page 44
2. Refer to your response to comment 5. Please specify your timeframe for
initiating the
regulatory approval process or, if this is not yet known, discuss the
factors you will
consider in determining when to initiate this process.
Part II. Information Not Required In Prospectus
Item 16. Exhibits and Financial Statement Schedules
Exhibit 5.1 Legal Opinion, page 72
3. Please refile the legal opinion as Exhibit 5.1 and include a hyperlink in
the exhibit index.
Please contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams
at 202-551-
3217 with any questions.
Sincerely,
FirstName LastNameJohn Noble Harris
Division of
Corporation Finance
Comapany NameBlackstar Enterprise Group, Inc.
Office of Finance
October 27, 2022 Page 2
cc: Christen Lambert
FirstName LastName