UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 9, 2019

 

BLACKSTAR ENTERPRISE GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware 000-55730 27-1120628
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)

 

4450 Arapahoe Ave., Suite 100

Boulder, CO  80303

(Address of Principal Executive Offices)

 

(303) 500-5073

(Registrant's Telephone Number, Including Area Code)

 

________________________________________

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

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 pursuant to Section 13(a) of the Exchange Act. /_/

 
 

 

Item 7.01 Regulation FD Disclosure.

Press Release

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.

The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On October 9, 2019, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 Item 9.01 Exhibits.

The following exhibits are filed with this report on Form 8-K.

Exhibit Number   Exhibit
99.1   Press Release dated October 9, 2019

 

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, hereunto duly authorized.

 

BLACKSTAR ENTERPRISE GROUP, INC.

By: /s/ Joseph Kurczodyna                             

Joseph Kurczodyna, Chief Financial Officer

 

 

Date: October 9, 2019

 

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EXHIBIT 99.1 

Boulder, Colorado (October 9, 2019)

 

BLACKSTAR ENTERPRISE GROUP INC., (BEGI: OTCQB) Comments on the recent promotional activity pursuant to OTC Markets’ request.

Our Company, BlackStar Enterprise Group, Inc. (OTC QB: BEGI) (“the Company”) wishes to address recent promotional activities of which we have been made aware, pursuant to a request by OTC Markets. On October 4, 2019, we received correspondence from OTC Markets alerting us to the presence of promotional campaigns regarding our publicly traded common stock. We have no information on the source of or involvement in the promotional activities. The effect of the promotional activities appears to have on or about October 4-8, 2019 increased trading volume and trading price of our thinly traded stock, though the increased trading price may only be temporary due to said promotional activities.

The Company and our officers and directors were not involved, either directly or indirectly, with the creation, distribution, or payment of the promotional materials.

Portions of the content of the releases appear to have originated from selective extractions of our public SEC filings and Company website. Other than the language extracted from our filings, we had no control or knowledge of the content of the releases. The Company believes that the extracted language is not false or misleading, but that any sensationalized headlines or statements regarding the fluctuations in trading price and any editorialization by the promoters regarding the blockchain industry or our stock may be misleading. The Company advises investors and shareholders that legitimate press releases on behalf of the Company have been and will continue to be filed as an exhibit to a periodic report on Form 8-K with the Securities and Exchange Commission (“SEC”), pursuant to all applicable rules and regulations. The extracted sections are highlighted in the attached Exhibits 99.1, 99.2, 99.3, and 99.4 to the Form 8-K filed simultaneously to this press release. We have no control over any other included language in any promotional materials.

After inquiry of management, the Company, its officers, directors, and controlling shareholders have not, directly or indirectly, been involved in any way with the creation, distribution, or payment of promotional materials related to the Company and our securities. We do not have any third-party service providers engaged, formally or informally, to provide investor relations services, public relations services, marketing, or other related services including the promotion of the Company or our securities, nor have we contracted with any such provider in the last twelve months.

After inquiry of management, the directors, and control persons, the Company, our officers, directors, and controlling shareholders have not sold or purchased our securities within the past 90 days.

As stated above, we do not have any third-party providers engaged to provide investor relations services, public relations services, marketing, or other related services including the promotion of the Company or our securities, nor have we contracted with any such provider in the last twelve months.

The Company has issued convertible instruments allowing conversion to common stock at prices constituting a discount to the current market rate at the time of issuance. The following is a summary of the convertible instruments and links to the filings containing more information.

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· On November 29, 2018 the Company entered into an agreement with Power Up Lending Group LLC. The terms and conditions are as follows:

 

The face value of the note is $53,000 at an interest rate of 8% and the maturity date is November 28, 2019. At the time of the disbursement there was a deduction from proceeds to the Company of $3,000 for legal fees related to the issuance of the promissory note. 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 61% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of thirty-nine percent (39%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.61 ((to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. 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.

 

On June 5, 2019 the lender notified the Company of their intent to convert $8,000 of the debt into shares of the Company’s common stock. The effective conversion price for these shares was $0.1525. At this conversion rate the number of shares to be issued was 52,459.

 

On June 24, 2019 the lender notified the Company of their intent to convert $8,000 of the debt into shares of the Company’s common stock. The effective conversion price for these shares was $0.0915. At this conversion rate the number of shares to be issued was 87,432.

 

On October 4, 2019 the lender notified the Company of their intent to convert $29,120 of the debt ($27,000 principal and $2,120 of accrued interest) into shares of the Company’s common stock. The effective conversion price for these shares was $0.0244. At this conversion rate the number of shares to be issued was 1,193,443.

 

These shares were automatically issued by the transfer agent pursuant to a condition of the original loan agreement.

 

For more details, please see the Form 8-K filed December 14, 2018.

 

· On April 26, 2019, the Company entered into an agreement with Auctus Fund LLC. The terms and conditions are as follows:

 

The face value of the note is $110,000 at an interest rate of 12% and the maturity date is January 26, 2020. At the time of the disbursement there was a deduction from proceeds to the Company of $2,750 for legal fees related to the issuance of the promissory note and a deduction of $10,000 as prepaid interest to the lender of which $1,111 was expensed in the current quarter. 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

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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. This represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 ((to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are also 440,000 warrants attached to this note with an exercise price of $0.25 and a life of 5 years. For more information, please see the Form 8-K filed May 7, 2019.

 

No conversions have occurred to date.

The promotional materials discussed herein were not sanctioned by the Company and any editorial statements contained therein should not be relied upon for investment decisions. The Company advises investors and shareholders to consult our publicly filed reports, including all previous press releases, available at www.sec.gov for further information regarding the Company and our activities.

 

SEC Disclaimer

This press release may contain forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in BlackStar’s ("the Company's") business plan.

The Company's filings may be accessed at the SEC's Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

 

Please Contact:

Joseph E Kurczodyna CFO (“Joe K”)

303-500-5073

 

 

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EXHIBIT 99.1 TO PRESS RELEASE

 

 
 

 

 
 

 

 
 

 

EXHIBIT 99.2 TO PRESS RELEASE

  

 
 

 

 
 

 

 
 

 

 
 

 

EXHIBIT 99.3 TO PRESS RELEASE

 
 

 

 

 
 

 
 

 

EXHIBIT 99.4 TO PRESS RELEASE