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United States securities and exchange commission logo
January 20, 2023
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. 6 to
Registration Statement on Form S-1
Filed November 10, 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 October 27, 2022 letter.
Amended Registration Statement filed November 10, 2022
General
1.Refer to your response to comment 1.  It is not clear from your response and revised
disclosure how to characterize the electronic fungible shares, whether as the same class as
the common shares, whether as a different class of common stock (with each class
exchangeable for the other), as a different class of securities, or as security-based swaps.
Please provide us with your legal analysis as to how the electronic fungible shares should
be appropriately characterized.  In responding to this comment, please explain why the
other possible characterizations are not appropriate.  We also have the following
additional comments:

 FirstName LastNameJohn Noble Harris
 Comapany NameBlackstar Enterprise Group, Inc.
 January 20, 2023 Page 2
 FirstName LastNameJohn Noble Harris
Blackstar Enterprise Group, Inc.
January 20, 2023
Page 2
•Please explain the lifecycle of transactions effected on the platform, beginning with
how a shareholder submits their common shares for trading on the platform (i.e.,
exchanges their common shares for the electronic fungible shares) to how the
shareholder withdraws their shares from the platform (i.e., exchanges their electronic
fungible shares for common shares).
•Please confirm, if true, that the exchange of common shares for electronic fungible
shares means that a shareholder cannot trade common shares OTC.
•Please clarify whether the trading market operating on the platform is distinct and
separate from the OTC market on which the common shares currently trade, and
whether there could be discrepancies between the trading prices of common shares
and electronic fungible shares, whether resulting from different liquidity in the
markets or otherwise.
•Please explain whether there are differences between the common shares traded OTC
and the electronic fungible shares traded on the platform, including any differences in
shareholder rights.  Please also clarify how shareholder rights are evidenced with
respect to electronic fungible shares.
•Please explain what constitutes the “official” share ownership records for the
common shares and the electronic fungible shares, and whether there is a difference
given that the latter are traded on a blockchain.  Please also clarify what happens if
there is a discrepancy between the “official” share ownership records and the
transactions recorded on the blockchain.
•If the electronic fungible shares are held in book-entry form on the platform, please
explain how they are traded on the blockchain.  To the extent they are represented by
smart contracts for purposes of such trading, please explain who controls the keys to
such smart contracts and whether the shareholder needs a wallet or otherwise has any
directly interfaces with wallets, smart contracts or the blockchain.
•Please explain whether your answers to the foregoing comments would be different if
the common shares traded on a national securities exchange rather than OTC.
2.Please disclose any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations
since your last reporting period, including any material impact from the price volatility of
crypto assets.
Risk Factors, page 8
3.To the extent material, please discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets. For example, discuss how market conditions
have affected how your business is perceived by customers, counterparties, and regulators,
and whether there is a material impact on your operations or financial condition.
4.Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material pending
crypto legislation or regulation and describe any material effects it may have on your

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 Comapany NameBlackstar Enterprise Group, Inc.
 January 20, 2023 Page 3
 FirstName LastName
John Noble Harris
Blackstar Enterprise Group, Inc.
January 20, 2023
Page 3
business, financial condition, and results of operations.
5.Please describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto asset
markets.
6.To the extent material, please describe any gaps your board or management have
identified with respect to risk management processes and policies in light of current crypto
asset market conditions as well as any changes they have made to address those gaps.
7.To the extent material, please describe any of the following risks from disruptions in the
crypto asset markets:

•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
8.To the extent material to an understanding of your business, please describe any direct or
indirect exposures to other counterparties, customers, custodians, or other participants in
crypto asset markets known to:

•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
Description of Business, page 28
9.To the extent material, please discuss whether any of the recent bankruptcies of
companies in the crypto asset markets and the downstream effects of those bankruptcies
have impacted or may impact your business, financial condition, customers and
counterparties, either directly or indirectly.

 FirstName LastNameJohn Noble Harris
 Comapany NameBlackstar Enterprise Group, Inc.
 January 20, 2023 Page 4
 FirstName LastName
John Noble Harris
Blackstar Enterprise Group, Inc.
January 20, 2023
Page 4
             Please contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Christen Lambert