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The Law Firm of

Christen Lambert

2920 Forestville Rd.,
Ste 100 PMB 1155 — Raleigh, North Carolina 27616 — Phone: 919-473-9130

E-Mail: christen@christenlambertlaw.com Web: christenlambertlaw.com

February 13, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jessica Livingston

    Re:
    Blackstar Enterprise Group, Inc.

    Amendment No. 6 to Registration Statement on Form S-1

    Filed November 10, 2022

    File No. 333-257978

Dear Ms. Livingston:

This letter is submitted
by legal counsel to Blackstar Enterprise Group, Inc. (the “Company”) in response to comments from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the letter dated January 20, 2023 relating to Amendment No. 6 to the Registration Statement on Form S-1 submitted
to the Commission on November, 2022 (the “Registration Statement”). The text of the Staff’s comments
has been included in this letter in bold and italics for your convenience, and we have numbered the paragraphs below to correspond
to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of
the numbered comments immediately below each numbered comment.

In addition, the Company
is also filing Amendment No. 7 (“Amendment No. 7”) to the Registration Statement. Amendment No. 7 has
been revised to reflect the Company’s responses to the comments from the Staff and certain other updating and conforming
changes. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in Amendment No. 7.

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.

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ANSWER (part one):
The Company reiterates that the shares being registered in this S-1 are common shares underlying convertible promissory notes and
are “normal” common shares in the traditional sense. The comments received from the Commission pertain to our proposed
business plan that the Company is developing and there are many unknowns at this time; however, the Company is using its best efforts
to answer all questions about future operationality and is continuously using the Commission’s comments to guide the proposed
business plan. The shares that may be traded on the BDTPTM Platform in the future, if approvals are granted, would also
be “normal” common shares. However, the platform must first be approved by the SEC and FINRA, so many of these comments
are NOT applicable to the shares of common stock being registered in this S-1 and should not inhibit the registration of said shares.

The Company uses the
terms “electronic fungible share” or “digital share” as a description of the format in which the
share of common stock is held by the shareholder. Broken down, the terms “electronic,” “fungible,” “digital,”
and “share” all take on their plain meanings: electronic – “carried out or accessed by means of a computer
or other electronic device, especially over a network;” fungible – “(of a product or commodity) replaceable by
another identical item; mutually interchangeable;” digital – “involving or relating to the use of computer technology;”
and share – “one of the equal parts into which a company's capital is divided, entitling the holder
to a proportion of the profits” (all definitions from Oxford Languages). The Company uses the terms to merely identify that
the security is held in book-entry form by the shareholder’s broker-dealer and can be traded on the BDTPTM platform.
 It was never intended that the descriptors or labels would divide the shares into a separate class of stock. The term “fungible”
was specifically used to give assurance that the form of the share was mutually interchangeable within the same class. Just as
a shareholder’s existing book-entry shares can be held in the shareholder’s brokerage account (via “street name
registration”) or by the issuer or its transfer agent (via “direct” registration) on behalf of the shareholder
or the shareholder holds a paper certificated share, the shareholder only holds one class of common stock.  The electronic
fungible shares are merely another form of the same class of common stock. Other common terms that are often used with book-entry
shares include paperless shares, electronic shares, DRS shares, digital stock certificates and uncertificated shares1.
Changing the format of a share of common stock does not change its class per se. The Company has only authorized one class
of common stock and currently only one series of preferred stock.

The following briefly discusses why the other suggested characterizations are not appropriate for the Company’s electronic
fungible shares. The Company has only authorized one class of common stock and currently only one series of preferred stock; the
electronic fungible shares cannot be a different class of common stock (with each class exchangeable for the other) without subdividing
the existing class into multiple classes, which the Company has not and will not do. This scenario with multiple-classes of common
is untenable and has not been required for the book-entry shares traded via existing electronic means for other corporations or
for the Company. The intention behind labeling the common shares was merely to describe the format, not to divide the class. For
the same reasons, electronic fungible shares are not a different class of securities, as they hold the identical rights as existing
common stock and are not preferred stock in any way. The electronic fungible shares are also not security-based swaps as they are
shares of common stock owned by individual shareholders, and there are no agreements or contracts for any derivatives or other
financial or economic interests based on the security and there are no counterparties.

_______________________

1
See page 8 of the AST Shareholder Toolkit at https://www.astfinancial.com/media/542479/7478-r4-shareholder-education-guide.pdf.

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We also have the
following additional comments:

ANSWER (part two,
beneath each bullet pointed comment):

 · 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).

The shareholder
does not exchange their common shares for electronic fungible shares.  If they hold book-entry shares of common stock,
these are already electronic fungible shares that may be sent to the blockchain (BDTPTM) to be traded in the normal
course on a partnering ATS platform. If they hold certificated shares, then they would deposit their certificates for common shares
with their broker-dealer, who would then send the certificated shares to DTCC or the issuer’s transfer agent and receive
book-entry shares via the DWAC service. The book-entry shares held by the brokerage firm in the name of the shareholder are electronic
fungible shares.

The shareholder
can then elect to send the book-entry shares held in its brokerage account to the blockchain (BDTPTM once it becomes
operational), or to OTC Market Makers or Exchanges to execute trades. The general process is broken down below.

 1. Customer deposits physical certificates of common shares at broker-dealer.
If uncertificated shares of common stock were purchased, then this step is unnecessary as the customer’s form of shareholding
is already electronic. The broker-dealer submits the certificated shares to the transfer agent and the transfer agent verifies
ownership. The broker-dealer then sends shares to DTCC and the position is either debited or credited, depending upon whether it
was a deposit or withdrawal. Share ownership is verified at the transfer agent prior to being sent to DTCC for processing.

 2. The book-entry shares are sent back to the broker-dealer via the
DWAC service as book-entry shares, which we refer to as electronic fungible shares.

 3. DTCC issues an acknowledgment of the deposit or withdrawal as a unique
digital character.

 4. The customer will have access to a personal trading screen on the
blockchain, where they may elect to enter their own orders onto a live trading ladder or have order information transmitted through
its broker-dealer. The customer’s trading screen will show the aggregate number of shares and cash held in the customer’s
account, as well as open orders, executed trades, and a current chart with a list of the last trades and volume.

 5. If the customer elects to go through its broker-dealer, the broker-dealer
will double encrypt data that the customer directs the broker-dealer to send (order information) over a secure line to the private
blockchain (on which BDTPTM operates).

 a. To initiate a trade of electronic fungible shares within the BDTPTM,
the broker-dealer, through a secured line, will double encrypt customer information and, upon customer direction, will transfer
the shares from the customer’s account to the BDTPTM Customer Trading Account.

 6. Using BlackStar’s concept “Blockchain First™, trades
are entered into the trading engine of the blockchain and time-stamped in the order in which they were placed. When executed, the
trade is codified to the blockchain execution engine and immediately reported to the broker-dealer or ATS hosting the quotes (the
“Host”) through a secure line. The Host will connect to the blockchain trading engine data and the blockchain execution
engine data through a secure line, where the Host will have access to all the data sent to and from the blockchain in order to
report the quotes. The Host will be responsible for all activity on the blockchain as a broker-dealer.

 7. At the end of the trading day, all executed trades are reported back
to the broker-dealer and unencrypted back to the customer’s brokerage account.

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 8. The ATS or the broker-dealer clears and settles the trades. The SEC
and FINRA would have complete and transparent access to the data recorded by the BDTP™, offering a single data interface
and consolidated history of transactions.

The final
connectivity of the Host to the blockchain, along with their roles and responsibilities, will need regulatory review and approval
once a Host partner is selected.

The Company
reiterates that the common shares being registered in this registration statement are for shares underlying convertible promissory
notes and are NOT part of the proposed business plan related to BDTPTM, which requires regulatory approval prior to
becoming operational.

 · Please confirm, if true, that the exchange
of common shares for electronic fungible shares means that a shareholder cannot trade common shares OTC.

Book-entry
electronic fungible shares are currently traded on OTC and Exchange Markets. The format of the common shares traded via
any electronic account are already electronic fungible shares – they may be traded via OTC or BDTPTM (once operational),
or any exchange in the future.

 · 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.

OTC
markets currently trade book-entry electronic fungible common shares as well, however, the BDTPTM platform, with its
ATS/broker-dealer host, is a distinct market from the OTC market. Because it is distinct from the OTC market on which the common
shares currently trade, there is a possibility that the prices reflected for the common shares will differ across the trading markets.
BDTPTM, for instance, only accepts free trading securities (of BlackStar common stock) or cash and prohibits shorting.
As a result, there could be a difference in price from one market to the next due to different liquidity in the markets as there
are arbitrage opportunities in both separate trading venues. A risk factor detailing the possibility of price discrepancies has
been added on page 20.

 · 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.

There
are no differences between the common shares traded OTC and the electronic fungible shares traded through the BDTPTM.
Shareholder rights are evidenced the exact same way between book-entry shares (whether held in “street” name or “direct”
registration) as electronic fungible shares. Shareholder rights on common stock are fungible to electronic common shares as they
are all identical common shares of the same class of common stock. A shareholder with electronic fungible shares may have their
ownership evidenced through their broker-dealer account and/or the Company’s transfer agent records. The Company will provide
shareholders with documentation of the rights and privileges upon request and also provide this information through publicly available
shareholder information.

 · 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.

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The
official share ownership records for all common shares in whichever form are kept with the Company’s transfer agent. The
ownership does not change after the transfer agent verifies prior to DWAC processing the shares. After a trade is executed, the
back-office process for transfer agent records, clearing and settlement remains the same for trades through market makers or a
blockchain. The execution of a trade on the blockchain through an ATS will be reported back to the broker-dealer for clearing and
settlement. Upon execution of a trade on the blockchain through an ATS/broker-dealer that will host the quotes (“Host”),
the Host will publicly report the last price, volume, change and current bid-offer ladder. The blockchain will report the detailed
trade transaction to the Host and to the broker-dealer of the buyer and seller upon execution. The Host is responsible for displaying
trading details to the public. The Host may or may not be executing orders for their own customers. The clearing of the trade will
be the responsibility of the broker-dealer that introduces their customer to trade on the BDTP™ platform. The use of the
blockchain to record the transactions is as a digital ledger that stores information in blocks that are linked. For example, as
transactions are confirmed, they would be grouped into a block, and that block would then be added to the blockchain. The BDTP™
platform only uses the blockchain as a medium for the low cost, efficient, and transparent way to trade securities with
a minimum of mark ups, mark downs and shorting, and with lowered cost