UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________to _____________

 000-55730

 Commission file number

 BlackStar Enterprise Group, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 27-1120628

 State or other jurisdiction of incorporation or organization

 (I.R.S. Employer Identification No.)

 4450 Arapahoe Ave., Suite 100
 Boulder, CO

 80303

 (Address of principal executive offices)

 (Zip Code)

 (303) 500-3210

 Registrant's telephone number, including
area code

 Securities registered pursuant to Section 12(g)
of the Act:

 Title of each class

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of 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
 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 pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The aggregate market value of our common shares
of voting stock held by non-affiliates of our Company at December 31, 2023, computed by reference to the price at which the common
equity was last sold ($0.0004), as of the last business day of the registrant's most recently completed second fiscal quarter
(June 30, 2023), was $ 690,611.

 As of March 29, 2024, there were 1,740,316,947
common shares, $0.001 par value, issued and outstanding.

 PAGE

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosure.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Reserved.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Item 16.

 Form 10-K Summary

 SIGNATURES

 FORWARD LOOKING STATEMENTS

 This Form 10-K contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans
and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks
in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and
not in limitation:

 the uncertainty of profitability based upon our history of losses;

 risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

 risks related to our operations and

 other risks and uncertainties related to our business plan and business strategy.

 This list is not an exhaustive list of the
factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers
should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management's
beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

 Our financial statements are stated in United
States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references
to "common stock" refer to the common shares in our capital stock.

 ITEM 1. BUSINESS.

 GENERAL

 The following is a summary of some of the information
contained in this document. Unless the context requires otherwise, references in this document to "our Company," "us,"
"we," "our," "BlackStar," or the "Company" are to BlackStar Enterprise Group, Inc.

 DESCRIPTION OF BUSINESS

 We are based in Boulder, Colorado and
are engaged in Merchant Banking and Finance in the United States. Since 2018 we have also been developing a blockchain-based software
platform to trade electronic fungible shares of our common stock. Once completed, the platform design might enable us to license
the technology as a Platform as a Service ("PaaS") for other publicly traded companies, providing revenue to 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 would prefer
to license our platform to an existing ATS. The platform is not currently operational or in use by anyone. We have recognized net
losses of $1,046,983 in the year ended December 31, 2023. We have relied solely on sales of our securities, convertible note financing,
and private loans to fund our operations.

 The Company intends to raise additional
funds in order to fund operations of the merchant bank, and to expand its services into the blockchain industry. To fund ongoing
operations, we may raise funds in the future, which are not yet committed.

 Reports to Security Holders

 We are subject to the reporting requirements
of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.

 You may read and copy any materials
we file with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC, which can be found at

 Jumpstart Our Business Startups Act

 We qualify as an "emerging growth
company" as defined in Section 101 of the Jumpstart our Business Startups Act ("JOBS Act") as we did not have
more than $1,235,000,000 in annual gross revenue and did not have such amount as of December 31, 2022, our last fiscal year.

 We may lose our status as an emerging
growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,235,000,000 or (ii) we issue
more than $1,235,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company
if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last
day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an
effective registration statement.

 As an emerging growth company, we may
take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies.
These provisions include:

 -

 A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:

 -

 Reduced disclosure about the emerging growth company's executive compensation arrangements; and

 -

 No non-binding advisory votes on executive compensation or golden parachute arrangements.

 As an emerging growth company, we are
exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
Such sections are provided below:

 Section 404(b) of the Sarbanes-Oxley
Act of 2002 requires a public company's auditor to attest to, and report on, management's assessment of its internal
controls.

 Sections 14A(a) and (b) of the Securities
and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation.

 We have already taken advantage of these
reduced reporting burdens in this Form 10-K, which are also available to us as a smaller reporting company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 As long as we qualify as an emerging
growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and
Section 14A(a) and (b) of the Securities Exchange Act of 1934.

 In addition, Section 107 of the JOBS
Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards.
 We are choosing to irrevocably opt out of the extended transition period for complying with new or revised accounting standards
under Section 102(b)(2) of the JOBS Act.

 HISTORY

 Our Company, BlackStar Enterprise Group, Inc.,
("BlackStar," "we," "our") was originally formed on December 17, 2007 as NPI08, Inc. in the
State of Delaware. Our name was changed in 2010 to BlackStar Energy Group, Inc. In August of 2016, our name was changed to BlackStar
Enterprise Group, Inc.

 Our Company was divested from Kingsley
Capital, Inc. in a bankruptcy proceeding in 2008, in which Kingsley was the debtor. Our Company attempted to start up in the energy
business in 2010 without success, resulting in losses totaling $1,819,530 over a three-year period. Our Company was inactive until
2016 when new management and capital were introduced.

 Definitions

 As used throughout this Report, capitalized
terms used but not defined herein shall have the meanings assigned to such terms in the filing. The following terms shall have
the meanings set forth below, unless the context clearly indicates otherwise:

 BlackStar Digital
Trading Platform TM ("BDTP TM "): a digital Electronic Fungible Shares trading platform enabling
the trading of BlackStar common shares in electronic fungible form. (The BDTP TM has not been approved by any
regulatory agency or broker dealer and is not currently operational.)

 BlackStar Electronic
Fungible Shares ("BEFS"): a digitally evidenced share, also known as an electronic share, (see "Digital Share"
– see below) of BlackStar common stock holding the same characteristics as securities evidenced by a paper certificate which
has been transmitted electronically and protected by cryptographic protocols on BDTP TM. Digital equity shares are the
"electronic fungible shares" on account. Electronic Fungible Shares are the same class of common stock as, and are
identical to, paper certificated and book-entry shares of common stock; BEFS merely describes the format of the share of common
stock.

 Blockchain:
a disintermediating technology, where each transaction is cryptographically signed, and always appended to an immutable ledger,
visible to all participants, and distributed across boundaries of trust. Once a ledger transaction has received a sufficient level
of validation, cryptography ensures that it can never be replaced or reversed. Transactions are secure, authenticated, and verifiable.

 Blockchain Equity
Trading TM ("BET TM "): computer software platforms, including the BDTP TM, for
the trading of only one SEC regulated security on an immutable blockchain, and for the analysis, monitoring, storing, and tracking
of financial investments on an immutable blockchain. The Company will subscribe the platform to individual public companies for
the exclusive exchange of cash for free-trading shares of one public company, creating an individual spot market.

 Blockchain First
 TM: financial services software for managing the trading of stocks or equities on an immutable blockchain that prevents
the disruption of order flow of customer trades.

 Digital Shares:
common shares holding the same characteristics as securities evidenced by a paper certificate but are recorded via electronic book-entry
through the Deposit and Withdrawal at Custodian ("DWAC") system in digital form and are protected by cryptographic
protocols, sometimes also referred to as an electronic share, an electronic fungible share, or an electronic fungible common share
in this document. Digital shares are the same class of common stock as, and are identical to, paper certificated and book-entry
shares of common stock; digital share merely describes the format of the share of common stock.

 Internet Digital
Offering TM ("IDO TM "): financial services software for managing and hosting indications
of interest for potential initial or secondary future offerings on an immutable blockchain.

 CORPORATE STRUCTURE

 Our corporate structure is as follows:

 INTERNATIONAL HEDGE GROUP, INC.

 (Parent Company – a Colorado corporation)

 BLACKSTAR ENTERPRISE GROUP, INC.

 (a Delaware corporation)

 Blockchain Equity Management Corp.

(a Colorado corporation)

 Blockchain Equity SRO, Inc.

(a Colorado non-profit corporation)

 COMPANY OVERVIEW

 We are based in Boulder, Colorado and are engaged
in Merchant Banking and Finance in the United States. BlackStar's venue is private early-stage companies throughout various
industries that, in our judgement, exhibit a potential for sustained growth. We are a publicly traded specialized merchant banking
firm, facilitating joint venture capital to early-stage revenue companies. We are actively seeking opportunities for discussion
with revenue generating enterprises and emerging companies for financing.

 Proposed New Line of Business

 Since 2018, we have also been developing a
blockchain-based software platform to trade electronic fungible shares of our common stock. Once completed, the platform design
might enable us to license the technology as a Platform as a Service ("PaaS") for other publicly traded companies,
providing revenue to 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 would prefer to license our platform to an existing ATS. The platform is not currently operational or
in use by anyone.

 References throughout this registration statement
to "digital shares" and similar terms refers to the typical way securities are held and traded and is the same as DTCC
eligible book entry securities. We are not attempting to "tokenize" securities, but intend our concept to use distributed
ledger technology to execute and record securities transactions with higher efficiency and lower cost, which is essentially a back-office
function.

 Our software platform is in the final stages
of software development and is working to initiate platform operations but will need further funding to fund operations of the
merchant bank and to expand its services to licensees. To fund ongoing operations, we may raise funds in the future, which are
not yet committed.

 BlackStar also
intends to offer consulting and regulatory compliance services to companies desiring to issue digital shares and blockchain entrepreneurs
for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in digital
share related ventures though our wholly-owned subsidiary, Blockchain Equity Management Corp. ("BEMC") formed in September
2017. BEMC 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.
BEMC has not established any anticipated time frames or key milestones for BEMC business. In addition to the services described
above, on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Blockchain Equity SRO, Inc., a self-regulatory membership
organization for the digital share industry. Further details about the business plan for BEMC, the operating subsidiary of BlackStar,
and Blockchain Equity SRO can be found in the "Current Business" section below.

 As to the BEMC business model, the primary
factor for its development is dependent upon whether the BDTP TM achieves regulatory
approval by the SEC for the platform and an ATS arrangement has been achieved and approved as necessary by the SEC.

 In addition to the services described above,
on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Blockchain Equity SRO, Inc., formerly known as Crypto Industry
SRO Inc., a self-regulatory membership organization for the digital share industry. Further details about the business plan for
BEMC, the operating subsidiary of BlackStar, and Blockchain Equity SRO can be found in the "Current Business" section
below.

 The Company intends to raise additional funds
in order to fund operations of the merchant bank, and to expand its services into the blockchain industry. To fund ongoing operations,
we may raise funds in the future, which are not yet committed.

 International Hedge Group, Inc. ("IHG"),
our parent company, contracted to acquire 95% of our outstanding stock in January 2016 and closed on the purchase in summer of
2016. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock and 1,000,000
of Class A Preferred Stock. IHG is our controlling shareholder and is engaged in providing management services to companies, and,
on occasion, capital consulting. IHG's strategy in investing in BlackStar Enterprise Group, Inc. is to own a controlling
interest in a publicly quoted company which has the mission to engage in funding of start-up and developed business ventures using
its stock for private placement or public offerings. IHG and BlackStar are currently managed and controlled by the same individuals,
but IHG and BlackStar may each seek its funding from different and as yet, undetermined sources, with funding structures of different
natures.

 Our principal executive offices are located
at 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 and our office telephone number is (303) 500-3210. We maintain a website at
www.blackstareg.com, and such website is not incorporated into or a part of this filing.

 CURRENT BUSINESS – MERCHANT
BANKING

 Our Company, BlackStar Enterprise Group, Inc.
(OTC Pink: BEGI) is a publicly traded merchant banking firm seeking to facilitate venture capital to early-stage revenue companies.
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 and we did not control that venture.

 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 growth companies." Under no circumstances does the company 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 the Board to prevent being classified or inadvertently becoming an investment company which would be subject
to regulation under the Investment Company Act of 1940.

 Services

 As BlackStar focuses its merchant banking efforts
on the DLT industry, BlackStar intends to seek investments through joint ventures in private or public emerging commercial-stage
businesses within the blockchain ecosystem. BlackStar also intends to offer consulting and compliance services to member companies
and blockchain entrepreneurs on securities and commodity futures.

 The Company will seek targeted joint ventures
in the sector, primarily focusing on distributed ledger security features and technology, and the global equity trading arena.
BlackStar, through BEMC, will seek to initially control and manage each venture into which it enters. While remaining compliant
with current SEC disclosure and reporting guidelines, BlackStar is conducting an in-depth analysis into the Company's involvement
in DLT related ventures.

 BlackStar Enterprise Group intends to leverage
its experience in the traditional world of public finance, including experience with securities, options, and SEC registration
and compliance, into working with select organizations supporting the development and implementation of new technologies in the
electronic share and DLT world. To facilitate this process, BlackStar plans to establish an advisory board in its subsidiary, Blockchain
Equity SRO, Inc., with applicable technical and practical experience.

 The Company's success will be dependent
upon the Company's ability to analyze and manage the opportunities presented.

 BlackStar's Operating Principles:

 Provide alternative joint venture funding
for entrepreneurs;

 Require GAAP and SEC accounting compliance
for portfolio ventures;

 Require competent and efficient legal representation;

 Require qualified managers for portfolio ventures,
and in some cases, help staff the client company while avoiding recruiting costs or attempts to bring in high-price executives.

 We seek venture investments in private,
or public emerging commercial-stage businesses with perceived strong growth prospects within certain industry sectors. Companies
that we work with may engage in consulting agreements with our parent company, International Hedge Group, Inc. ("IHG"),
to add additional monitoring as to their financial situations. We seek to invest up to $1 million per company in business
ventures. We may provide off-balance sheet financing to venture companies, through joint ventures or limited liability companies
under structures we cannot now predict.

 Our success will be dependent upon our abilities
to analyze and manage the lending opportunities presented to us.

 Our management may earn shares of our Company
under our Stock Option and Award Plan as incentives on the basis of achievement. All are accountable to each other, as well as
the shareholders, and bonus awards are intended based upon individual performance, as well as team cooperation, and enterprise
building.

 INVESTMENT OBJECTIVES

 CAPITAL APPRECIATION. Our primary investment
objective is to provide our shareholders with long-term capital appreciation by investing primarily in business ventures in which
we maintain majority control with selective private companies. We believe that a typical new business venture will have a five-year
window. Our investment objective is to restrict our investments to emerging growth companies we believe offer special opportunities
and meet our growth criteria, and we intend to reduce the risks associated with investments in startups. Our goal is to provide
mezzanine and expansion capital to companies through legally formed joint venture entities through which we control in order to
develop a comprehensive growth strategy, possibly involving a consolidation of similarly situated businesses or a geographic expansion
of existing product or service offerings. We are currently exploring options for investments in companies involved in the electronic
share and blockchain (DLT) technology industry.

 CAPITAL PRESERVATION. A second investment objective
is to preserve investor capital through risk management and monitoring the management of our loan portfolio. Among the risk management
techniques which we expect to employ are: (i) limiting our investments in very early-stage companies, (ii) holding majority ventures
interests in venture companies that have a positive cash flow; (iii) co-investing in venture companies with other professional
venture capital. Many ventures will not provide any gain, and some will be complete losses. BlackStar, through BEMC, will initially
control and manage each venture it enters into in the electronic share and blockchain technology industry.

 OUR APPROACH COMPARED TO TRADITIONAL SOURCES
OF VENTURE FINANCING

 Emerging companies traditionally seek financing
for growth from three primary sources: small private placements, independent private venture capital funds and corporate strategic
investors. Each of these sources has advantages but also notable disadvantages for the emerging company. Small Private Placements
are often underfunded and untimely. Venture capital funds generally are established for a limited term and their primary goal is
to maximize their financial return within a short time frame, often two years or less with severe terms for extensions or additional
funding. A venture capital fund often seeks to liquidate its investment in the emerging company by encouraging either an early
initial public offering or a sale. This often can jeopardize an emerging company's chances for success especially if its
business has not been fully developed or its intellectual property fully safeguarded prior to its debut into the market.

 Corporate strategic investors are typically
large corporations that invest in emerging companies to gain access to a promising product or technology without incurring the
initial cost of development or the diversion of managerial time and attention necessary to develop new products or technologies.
Often these investments involve both financing support to the emerging company and an arrangement under which the strategic investor
obtains the right to use, and intellectual property ownership of, the products or technology of the emerging company. While strategic
investors are generally able to provide business development support, the rationale behind the investment of a strategic investor
may be incompatible with the development of the emerging company. Strategic investors often discourage the emerging company from
becoming a public company, selling to competitors of the strategic investor or from retaining the intellectual property rights
to products developed jointly with the strategic investor.

 We may be limited in our ability to fund ventures
because we may not be successful in raising additional funds to fund ventures or growth. Through the public market for our common
stock, we hope to have access to additional equity capital that may be needed for growing our ventures. We hope to offer to fill
this opportunity on selected ventures.

 We believe that our advantage over a strategic
investor is that our interests are more closely aligned with those of the emerging company. An initial public offering of the emerging
company, our venture, often required to raise the additional capital investment necessary to fully develop a venture company's
product or technology, would also benefit us by creating repayment of our loan, and possibly in certain instances, an equity position.

 OUR VENTURE POLICIES

 We may invest in ventures which do not have
any annual revenue, if we have determined that an investment may make such company have growth capital.

 Although we may seek to venture into companies
with existing positive EBITDA (earnings before interest, income taxes, depreciation and amortization), we may also consider turnaround
situations where we can clearly identify the source(s) of financial distress and see a possible solution. Through our investment,
or through co-investment with other private equity funding sources we will seek to achieve performance improvements.

 In the shorter term, we do not anticipate paying
any dividends or making other distributions, but this may change in the future. We may not always achieve a return on our venture
investment.

 In selecting venture investments for our venture,
we will endeavor to meet our guidelines, as established by our Board which include the following concepts. We may, however, make
investments that do not conform to one or more of these guidelines when deemed appropriate by our Board of Directors. Such investments
might be made if we believe that a failure to conform in one area is offset by exceptional strength in another or is compensated
for by a higher yield, favorable warrant issuance or other attractive terms or features.

 VENTURE CRITERIA

 STAGE OF DEVELOPMENT CRITERIA. We are a special
situations company. We will primarily look for opportunities with a core business which we believe will provide us with a return
of investment and on investment within a moderate period of time, typically targeting about thirty-six to sixty months. Our objective
is to invest in emerging corporations which meet our requirements as well as qualitative potential that we look for in each opportunity.
In addition, we will look to invest in ventures with corporations. In some instances, we may relax our quantitative requirements
with the view to assist such venture companies in developing a strategic business plan which may include merger or acquisition
of other private operating businesses which may be synergistic to the existing business of the public corporation. We may invest
in ventures with companies in any of the following stages. We will always have majority control and Board control of our venture
subsidiaries.

 The stages of development are defined as follows:

 Seed capital companies represent the earliest
stage of development. These companies have raised relatively modest equity capital to prove a concept and qualify for start-up
capital. Their activities generally are limited to product development, scientific and market research, recruiting a management
team and developing a business plan. These companies likely do not
have financial support from either venture capitalists or larger companies making strategic investments.

 Start-up stage companies are completing or
have recently completed product development and initial marketing but have not sold their products commercially. Generally, such
firms have made market studies, assembled key management, developed a business plan and are ready to commence operations.

 Expansion stage companies have initiated or
are about to initiate full-scale operations and sales but may not be showing a profit.

 Mezzanine stage companies are approaching
or have attained break even or profitability and are continuing to expand. An acquisition or initial public offering may be imminent.

 QUALITATIVE CRITERIA. All potential ventures
will first be evaluated and assessed based on their relative stage of development and the quality of an investment in such venture
company based on the above criteria. Once our management team has determined that a potential venture satisfies the above criteria
and is suitable for investment, it will then be evaluated using the multi-step process described below. After completion of the
process, receipt and review of all internal and outside reports and evaluations of the potential venture company, the Board will
consider the potential venture terms. If the Board approves the investment, we will then create appropriate legal documents to
reflect our venture and any management service contracts between the venture and our company.

 We intend to follow the steps set forth below
in our venture process:

 (1) BUSINESS PLAN/ASSESSMENT. Business
plan description and complete resumes of management from all entrepreneurs. Members of our management team will meet with the best
of these entrepreneurs, attempting to identify key traits that have been associated with entrepreneurial success in the past, such
as high energy, a must-win attitude, intellectual brilliance, high personal integrity, relevant experience, a strong work ethic,
and the ability to prioritize and focus. A business plan submitted for evaluation to us should contain the following information:

 Overview of the business
concept as well as the company's strategic focus and direction.

 Discussion of competition
including a discussion of specialized expertise, intellectual property, patents, and/or other unique advantages held by either
the company or its competitors.

 Sources and uses of cash
with respect to investment capital sought.

 Pro forma financial projections
for at least the current year and two subsequent years including expected capital requirements from the time of the investment
capital received through the two subsequent years.

 Operating plan including
current and projected staffing, equipment, and space requirements.

 Discussion of minimum
dollar proceeds necessary in order to implement the business plan.

 Marketing plan.

 Discussion of conflicts
of interest with investors together with steps being taken by the venture company to mitigate such conflicts of interest and to
protect against future conflicts of interest.

 Resumes for all key officers/managers.

 (2) EVALUATE POTENTIAL MARKET. We
have developed relationships with consultants, who represent a valuable source of information about a target investment's
market. We will call upon these contacts as well as create new ones in the markets of each company seeking funding. As we evaluate
markets, we must become confident that the company can attain a competitive market position over time.

 (3) EXAMINE STRUCTURE OF BUSINESS
MODEL. We will examine the structure upon which the business plan is built. The Board has indicated a distinct bias toward business
models calling for high gross margins and relatively low capital intensiveness. Such businesses have the potential for higher internally
sustainable growth rates than average and superior return on equity invested. In addition, we will require, whenever possible,
implementation of the following policies into the articles, bylaws or operating agreements of its venture companies:

 There can be only one
class of common shares, all with equal voting rights, and all distributions of capital or earnings can only be made to all members
based upon their percentage interest without preference;

 Compensation of the key
officers/managers and their affiliates, including, but not limited to, all salary, bonuses, commissions and/or fees, shall be limited
based upon the success of the venture company in reaching predetermined milestones; and

 The primary responsibility
of the management/officers of the entity is to serve as fiduciaries charged with serving the best interests of the stockholders/members
even when such interests may be in conflict with the management, officers or other employees of the entity.

 (4) CHECK REFERENCES. We will require
that each entrepreneur supply a list of references in order that we may get a better sense of the entrepreneur's past experience,
strengths, weaknesses, and work habits. We make it a point to get references outside of this list as well, in order to avoid only
"cherry-picked references." We believe that these checks are important to develop a more complete and accurate picture
of the team.

 (5) CALL CUSTOMERS AND SUPPLIERS.
We intend to call a number of current and/or prospective customers and suppliers to get a sense of how they view the targeted investment
including its products and the market.

 (6) EVALUATE PRODUCTS/TECHNOLOGY.
As part of our analysis, we will evaluate the target venture's current products, development pipeline and underlying technology.
To evaluate technology, we will not rely on in-house expertise alone, but will contact and hire appropriate specialists and consultants.

 (7) EVALUATE RISKS/REWARDS. Evaluate
the pro-forma financials, the likelihood of an exit after a 6 month to 24 month holding period.

 (8) NEGOTIATE VENTURE TERMS. When
deciding on making a venture investment, we will draw up a term sheet for negotiation, and terms will be agreed upon.

 (9) FINANCIALS AND CORPORATE INFORMATION.

 We will, after formation of the
venture subsidiary, control all accounting and financials as a subsidiary of our Company.

 RESERVES. We intend to retain reserves after
the venture investment in order to have sufficient funds for equity-oriented follow-on investments in venture companies. We intend
to sell additional common stock to meet the funding requirements for any follow-on venture investments. If such sales are successful,
we expect to have cash reserves. In order to enhance the rate of return on these reserves and increase the amounts ultimately available
for investments and our operating costs, we plan to engage in a reserve management strategy.

 AVERAGE INVESTMENT. The amount of funds committed
to a venture will vary depending on the funds available to us, the quality and completeness of the venture management team, the
perceived business opportunity, the capital required compared to existing capital, and the potential return. Although the venture
or investment amounts will vary considerably, we expect that the venture (excluding follow-on investments) will be between $250,000
and $500,000.

 INDUSTRY ANALYSIS AND HISTORY

 Barriers to Entry in the Merchant Banking
Industry

 There is one major barrier to entry into the
Merchant Banking Industry which is capital. We have very limited capital with which to compete in this industry. Many other competitors
have been in the business for many years and have very large capital resources and an established reputation. Our barriers to entry
are, in addition to lack of capital, lack of reputation, lack of recognition, part-time management, lack of financial history to
raise money, and lack of equity in our company upon which to base a capital raise.

 Competitive Factors Impacting Our Ability
to Gain Market Share

 Our competition enjoys advantages which may
prevent us from achieving a market share due to our competitors' known reputations, large funding abilities, competent management,
and capital resources all of which will impede our abilities to achieve market share.

 Competitive Factors in the Industry

 There are numerous entities, investments banks,
merchant banks, hedge funds, private equity, commercial banks and private investors which will compete for the same business in
which we intend to engage. We will be at a significant disadvantage to all of these other competitors for the foreseeable future.
All of our competitors should be considered to be far better capitalized than we are.

 Competitive Position in the Industry

 We are an insignificant participant in the
merchant banking industry and cannot be expected to obtain a market share even discernable percentage wise. Without a large infusion
of capital, we will remain a very small participant in the industry.

 Merchant Banking

 The term merchant banking is generally understood
to mean negotiated private equity investment or financing through alternative methods by financial institutions in loans, convertible
debt or off-balance sheet vehicles, or through unregistered securities of either privately or publicly held companies. Both investment
banks, commercial banks, and other companies engage in merchant banking, and the type of security in which they invest is diverse.
They may invest in securities with an equity participation feature; these may be convertible preferred stock or subordinated debt
with conversion privileges or warrants. Other investment bank services include raising capital from outside sources, advising on
mergers and acquisitions, and providing bridge loans while bond financing is being raised in a leveraged buyout (LBO) and are also
typically offered by financial institutions or broker dealers engaged in the merchant bank industry. One which is often omitted
is the provision of experienced management by the merchant to commercialize ideas, or technology.

 Merchant banking has been an occasionally lucrative
but a highly risky endeavor for the small number of bank holding companies and banks that have engaged in it under existing law,
and for private equity investors. Banking law legislation has expanded the merchant-banking activity that is permissible to commercial
banks and has spurred interest in this specialty on the part of some institutions. However, limitations exist that have scared
many banks away from the markets after the Lehman collapse and the resulting fallout with JP Morgan, Bank of America and the big
bank Wall Street bailout. Although for much of the past half-century commercial banks have been permitted (subject to certain restrictions)
to engage in merchant banking activities, their continued role is limited by the conservatism of the regulators and their Boards.

 Evolution of Modern Era Merchant Banking

 Many banks entered merchant banking in the
1960s to take advantage of the economies of scope produced when private equity investing is added to other bank services, particularly
commercial lending. As lenders to small and

 medium-sized companies, banks become knowledgeable
about individual firms' products and prospects and consequently are natural providers of direct private equity investment
to these firms.

 In the middle to late 1980s, the decision to
enter merchant banking was thrust on other banks and bank holding companies by unforeseen events. In those years, as a result of
the LDC (less-developed-country) debt crisis, many banks received private equity from developing nations in return for their defaulted
loans. At that time, many of these banks set up merchant-banking subsidiaries to try to extract some value from this private equity.

 Also, at about that time, most commercial banks
began refocusing their private equity investments to middle-market and public companies (often low-tech, already profitable companies)
and, rather than providing seed capital, financed expansion or changes in capital structure and ownership. Most particularly, they
took equity positions in LBOs, takeovers, or recapitalizations or provided subordinated debt in the form of bridge loans to facilitate
the transaction. Often, they did both. Commercial banks financed much of the LBO activity of the 1980s.

 Then, in the mid-1990s, major commercial banks
began once again focusing on venture capital, where they had substantial expertise from their previous exposure to this kind of
investment. Some of these recent venture-capital investments have been spectacularly successful. For example, the Internet search
engine Lycos was a 1998 investment of Chase Manhattan's venture-capital arm.

 We do not compete in the area of these merchant
banks, or even large or mid-market banks. We are an insignificant participant in the total market and our focus is on small investments,
which larger banks may rule out.

 Historical Track Records

 Our Company has no historical track record,
and we should be deemed a pure start-up of earning or operating with all of the risks of an unproven company (see "Risk Factors").

 IHG, our parent company, also may enter into
management consulting agreements with companies for which we provide funding to attempt to guide the companies in the complex business
world for the purpose of protecting and enhancing the venture investments made by us.

 COMPETITION, MARKETS, REGULATION AND TAXATION

 Competition

 There are a large number of companies and individuals
engaged in the Merchant Banking and Finance industry; accordingly, there is a high degree of competition. Almost all of the companies
and individuals so engaged have substantially greater technical and financial resources than we do. We are attempting to create
a novel solution in the BDTP TM that we may use as a model, potentially enabling us to generate ongoing revenue that
we can then use for Merchant Banking.

 We are an insignificant participant among the
firms which engage in the funding of business opportunities. There are many established venture capital and financial concerns
that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared
to our competitors.

 Investment Company Act 1940

 Although we will be subject to regulation under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, we believe we will not be subject to regulation
under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of investing
or trading in securities within the definitions and parameters which would make us subject to the "1940 Act." In the
event we engage in business activities that result in us holding investment interests in a number of entities, we might become
subject to regulation under the 1940 Act. In such event, we would be required to register as an Investment Company and incur significant
registration and compliance costs. Under no circumstances does the company 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 the Board 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 fundamental concept, the 1940 Act requires
registration of companies that invest and manage funds to invest for others and trade in securities of other companies. Those companies
that cross a threshold of 40% of assets in cash and stock in other companies may be required to register. Investment companies
may issue face amount certificates, be a Unit Investment Trust, or be a mutual fund. We intend to do several things to remain outside
of the 1940 Act: a) we will not trade in securities of other companies or manage investments for others, b) we intend to remain
primarily in the merchant bank lending business recognized as exempt under Sections 3(c)(4) and (5) of the 1940 Act, c) we intend
to carefully monitor our ratios of cash and securities to total assets to avoid crossing the 1940 Act threshold, d) we intend to
hold loans comprising 60% to 70% of our assets at any time, e) we intend to maintain secured loans to companies as our primary
business, f) we do not intend to issue face amount certificates, g) we do not intend to distribute profits and dividends to our
shareholders on an annual or shorter basis, if ever, h) we do not pass through profits and losses to our shareholders on a tax
basis, i) smaller secured loans will be our primary business and our primary profit center, which we intend will account for more
than 50% of our revenues; j) we will not issue Units in investment trusts, k) we will not act as a mutual fund, and l) we will
not invest funds on behalf of others.

 We have obtained no formal determination from
the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse
consequences. We believe that, currently, we are exempt under Regulation 3(c)(4) and (5) of the 1940 Act.

 Markets.

 Our market is highly competitive and constantly
changing. Commercial success is frequently dependent on capital availability, the effectiveness and sufficiency of which are very
difficult to predict accurately. It is one of the principal economic risks of mezzanine and expansion stage funding companies like
ours.

 Governmental Regulation.

 Federal Regulations.

 We are subject to regulations by securities
laws as a public company. We do not intend to become an investment company under the Investment Company Act of 1940, but if we
exceed certain thresholds of certain assets or our business operations cease to fall within certain exemptions, we might inadvertently
become subject to the Act.

 Compliance with Environmental Laws and Regulations.

 We are not involved in operations with environmental
considerations for our business.

 State Regulations.

 Certain states may require that we obtain a
Lender's License prior to making a loan in that state. We intend to address this on an as needed basis.

 Title to Properties.

 Not applicable.

 OFF BALANCE SHEET ARRANGEMENTS

 We do not have any off-balance sheet arrangements.

 NUMBER OF PERSONS EMPLOYED

 As of December 31, 2023, we have no full-time
employees and 2 independent consultants who act as our officers and directors on a part-time basis of up to 40 hours per week.

 IMPACTS
OF COVID-19

 In December 2019, a novel strain of coronavirus
(COVID-19) surfaced. The spread of COVID-19 around the world in 2020 caused significant volatility in U.S. and international markets.
There was significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact
on the U.S. and international economies and, as such, as of March 2020, the Company transitioned its operations to 100% work from
home and there has been minimal impact to our internal operations from the transition. Since the pandemic subsided, the Company
does not believe that there will be a material future impact to its operations and ultimately an impact to the Company's
overall revenues at this time, though a future pandemic of a similar nature could disrupt global markets again.

 PROPOSED NEW LINES OF BUSINESS

 The matters discussed below contain
certain forward-looking information and relate to analyses, business plans, business opportunities, management intentions and other
information, available as of the date hereof, but is not yet fully determinable. These statements also relate to our contemplated
future prospects, developments and business strategies. Although we believe that our plans, intentions and expectations reflected
in or suggested by the matters discussed below are reasonable, we cannot assure you that such plans, intentions or expectations
will be achieved. Important factors that could cause actual plans, intentions or expectations to differ materially from our plans,
intentions or expectations include, but are not limited to the risks and uncertainties included under "Risk Factors"
in this document. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our
actual plans, intentions or expectations may vary materially from those discussed below. Given these uncertainties, users of the
information included below are cautioned not to place undue reliance on such information.

 BlackStar Digital Trading Platform TM

 Background

 Under the Securities Act of 1933, the offer
and sale of securities must be registered unless an exemption from registration is available. Title III of the Jumpstart Our Business
Startups (JOBS) Act of 2012 added Securities Act Section 4(a)(6) that provides an exemption from registration for certain crowdfunding
transactions. In 2015, the SEC adopted Regulation Crowdfunding to implement the requirements of Title III. Under the rules, eligible
companies were allowed to raise capital using Regulation Crowdfunding starting in May 2016. The landscape of new rules and regulations
made Regulation Crowdfunding extremely difficult for companies to effectively raise money. Companies were limited to how much they
could raise, solicitation rules across state lines for accredited and non-accredited investors is complicated, liquidity issues
arise with no public trading market for private securities, high transaction costs, and the amount one could invest.

 The Bitcoin started trading on its blockchain
in 2011 and by 2017, coinciding with the failure of crowdfunding, "coins" and "tokens" were underwritten
on a blockchain to fund global projects and start-up companies. The blockchain offered issuers a platform to fund and investors
the freedom to trade with few limitations or regulations. Investors opened "wallets" rather than a trading account
with a registered broker-dealer. Investors made their own decisions, there were no minimum amounts, there were no trading hours,
and there were no commissions. Investors could trade new ideas with a "coin" or "currency" connected to
the company through a "wallet." The cryptocurrency innovation was based on a new distributed ledger design using a
blockchain. The many "tokens" and "coins" created and promoted on the blockchain were founded in a totally
unregulated environment. As a result, there have been many fraudulent "offerings" that ran afoul of existing SEC registration
requirements, there have been thefts of "coins" and "tokens", collapses of the "tokens/coins",
bankruptcies and closures of brokers and traders in the cryptocurrency environment, all with enormous losses to investors. The
SEC has used enforcement actions of existing laws to regulate this new industry. This has created the need to create blockchain
innovations under existing SEC rules.

 In June 2017, the management of BlackStar began
analyzing the crypto industry due, in large part, to its rapid ascent in popularity. BlackStar realized that the public blockchain
trading of these faux currencies plagiarized the U.S. securities market and reduced the ability to fund and trade small companies
and new issues. BlackStar noted the lack of specific regulation and is attempting to design a new system based within the existing
rules of the SEC and FINRA.

 Our Company has examined numerous "exchanges"
or "platforms" for trading and believed that, among other things, they lacked essential regulatory compliance practices.
This research and management's securities and compliance background lead the Company to create a platform that contains the
essentials for full regulatory compliance including:

 • Know-Your-Customer (KYC);

 • Anti-Money Laundering (AML);

 • IRS tax reporting; and

 • SEC compliance.

 In July 2020, the Company determined that similar
products and services (although not identical to the BDTP platform) have needed to register or have been required to register
as an ATS in accordance with Regulation ATS, which is the regulatory framework for "alternative trading systems" (ATS).
An ATS is an SEC-regulated trading venue which serves as an alternative to trading at a public exchange. The basic function of
a broker-operated ATS is an electronic manifestation of a previously manual trading process, when trading desks would first try
to execute trades internally before sending the order to a public exchange, although this is a small portion of all US stock market
transactions. The vast majority of trades still occur at exchanges and electronic communication networks (ECNs).

 Under the existing regulatory framework, an
ATS is a trading system that meets the definition of "exchange" under federal securities laws but is not required to
register as a national securities exchange if the ATS operates under the exemption provided under Exchange Act Rule 3a1-1(a). To
operate under this exemption, an ATS must comply with the requirements set forth in Rules 300-303 of Regulation ATS. To comply
with Regulation ATS, an ATS must, among other things, register as a broker-dealer and file an initial operation report with the
SEC on Form ATS before commencing operations. Thereafter, an ATS must file amendments to Form ATS to provide notice of any changes
to its operations, and must file a cessation of operation report on Form ATS if it ceases operations. Form ATS is not an application
and the SEC does not approve an ATS before it begins operation. Form ATS is, instead, a notice to the SEC. As of September 30,
2022, the SEC lists 33 ATS's that trade National Market System (NMS) stocks.

 As a result, in lieu of expending the money
and resources to become an ATS at this time, the Company is seeking to license the BDTP platform to an existing ATS, broker-dealer,
and/or clearing firm to host the BDTP platform so that it may comply with existing rules and regulations. If we are unable
to license it to an entity in this way, we may reevaluate whether to seek compliance with Regulation ATS as a standalone ATS. See
the section below entitled " Licensing the BDTP Platform With An Existing Trading System " for additional
information.

 Overview of the BDTP Platform

 BlackStar intends the BDTP to be a tool
for trading securities within the existing FINRA and SEC regulated brokerage ecosystem, addressing many of the regulatory issues
by operating within the existing confines of the system. For example, customers will continue to use brokerage accounts and broker-dealers
and the transfer agent will continue to maintain the shareholder records. In addition, the BDTP platform is intended to
seamlessly integrate with the order entry processes, priority rules, and execution procedures of the existing brokerage ecosystem.
All custodial duties are intended to remain the same because the BDTP will pass encrypted customer and account information
and buy/sell orders to the relevant parties. As currently contemplated and as a brief summary, the BDTP platform is expected
to operate in the following manner:

 Blockchain First TM: Financial services
software for managing the trading of stocks or equities on a Distributed Ledger that prevents the disruption of order flow of customer
trades.

 *** THE BROKER DEALER SUBMITS THE
CERTIFICATES TO THE TRANSFER AGENT AND THE TRANSFER AGENT VERIFIES OWNERSHIP. THEN THE BROKER DEALER'S POSITION IS EITHER
DEBITED OR CREDITED DEPENDING UPON WHETHER IT WAS A DEPOSIT OR WITHDRAWAL.

 BlackStar has built the technology based upon
the Quantum Ledger Database, a blockchain framework from Amazon Web Services ("AWS"), and to use the AWS Cloud for
transaction data storage. The BDTP would offer a web-based interface for trading transactions as well as an Application
Programming Interface (API) that directly accesses all transactions stored on the BDTP. In June 2020, BlackStar and Artuova,
a custom software development company, successfully completed a production ready user interface for the BDTP platform, which
is feature-complete. As of September 21, 2022, the core platform and its software is complete and is in the testing phase. The
BDTP platform 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. BlackStar intends to continue to seek
further input from various regulatory agencies and others on the functionality of the BDTP over the next several months.
It will remain in the testing phase until we license the BDTP platform to a broker-dealer, clearing firm, and/or ATS. The
BDTP platform is not designed to support transactions in any tokens, faux currencies, coins, crypto or any crypto related
assets. The SEC and FINRA would have complete and transparent access to the data recorded by the BDTP TM, offering a
single data interface and consolidated history of transactions; the SEC and FINRA would only become Certificate
Holders if they approve and agree to participate in viewing the data, and only if the platform is approved at a future date. BlackStar
hopes that this increased transparency will mitigate many of the risks of investing in OTC Markets listed stocks and restore investor
confidence in trading shares of OTC companies.

 We believe that the BDTP platform is
compatible with the Depository Trust Company's (DTC) Deposit and Withdrawal at Custodian (DWAC) service, which provides participants
with the ability to make electronic book-entry deposits and withdrawals of eligible securities into and out of their DTC book-entry
accounts using a Fast Automated Securities Transfer service (FAST) transfer agent as the distribution point. We have designed our
technology to be

 fully compatible with the DWAC system –
i.e. shares of stock in uncertificated (book-entry) form can be moved into or out of the DWAC system just as with certificated
shares of stock through a company's existing transfer agent and existing broker-dealers.

 We further believe that blockchain technology
is compatible with the DWAC system because it does not contradict or counter the system, but rather provides an alternative for
the customer to execute trades without markups/markdowns and at very low costs. DTC is market-neutral, which means it accepts transactions
from multiple exchanges and trading platforms on a nondiscriminatory basis. It currently supports more than 50 exchanges and trading
platforms, including the New York Stock Exchange (NYSE), Nasdaq, and the OTC Markets. This is the design of the BDTP platform.
The BDTP platform is simply another trading platform, which uses blockchain technology and is designed to execute its trades
through an existing ATS with the broker-dealer responsible for clearing and processing the transactions as it does for any transactions
that occur on an existing ATS. 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, the ATS will publicly report the last
price, volume, change and current bid-offer ladder to the broker-dealer that sent the order. The clearing of the trade will be
the responsibility of the broker-dealer that introduces their customer to trade on the BDTP platform.

 In addition, trading on private blockchain
technology is compatible with the existing trading system because it can be programmed to follow the same protocols and rules as
every other approved trading system. A broker-dealer will double-encrypt the customer data and send it to the BDTP 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 platform is that there are additional security features, including a prohibition on short
selling, and customer execution of their own order. The ATS or broker dealer hosting the quotes (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. 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 core platform has been designed for initial
use with BlackStar common stock and is thus the BlackStar Digital Trading Platform (BDTP). Our BlackStar Electronic Fungible
Shares (BEFS) are proposed to be the initially traded securities on the blockchain on the BDTP platform and the rights and
privileges to each shareholder of the BEFS is the same as certificated shares of common stock of BlackStar. BEFS are the same class
of common stock as, and are identical to, paper certificated and book-entry shares of common stock; BEFS merely describes the format
of the share of common stock. If the BDTP platform is approved for trading by the SEC and FINRA, the BEFS (those shares
of common stock trading through the platform) would not differ as to its rights and privileges under state law from the authorized
common stock of BlackStar. Please note that the Company is not submitting the BDTP TM for any SEC approval in this registration
statement. DTCC has for decades held electronic shares "under its agency" with broker-dealers for "street name"
shares, without any problems under state law, including the Delaware General Corporation Law. The BEFS would be no different from
DTCC held shares in book-entry form, except that the BEFS will be traded in blockchain transactions using an existing ATS rather
than being traded on an exchange. Under current SEC and FINRA regulations, any shares that are uncertificated form would still
be required to be deposited through a FINRA registered broker-dealer. Any FINRA broker dealer that accepts deposits can be used.

 The BEFS are not "tokens" or "crypto
tokens". A "token" is generally understood to be a unit of value that blockchain-based organizations or projects
develop on top of existing blockchain networks. While they often share compatibility with the cryptocurrencies of that network,
they are a wholly different digital asset class. "Tokens" allow developers to create a cryptocurrency without needing
to build a blockchain for that cryptocurrency. As cryptocurrencies, "crypto tokens" are often assets with value as
are a myriad of other intangible assets with value. "Tokens" can typically be transferred, traded, bought, and sold,
and they are stored in blockchain wallets. A blockchain wallet is a program or hardware device that is used to store cryptocurrency.
Transactions with a crypto token are processed on the blockchain that it uses. For example, if it is an ERC-20 token built on Ethereum,
then the Ethereum blockchain will handle all transactions for that token.

 In addition to their role as a currency, "tokens"
can serve many other purposes such as (1) governance tokens —which gives the holder voting rights in a cryptocurrency
project. Token holders are able to make and vote on proposals that help determine the future of that specific cryptocurrency; (2)
 decentralized finance (DeFi) —refers to alternative

 financial systems built on blockchain technology.
For example, instead of getting a loan from a lender, a holder can put up tokens as collateral and get a loan from a DeFi platform.
Each DeFi platform has its own token that it uses as its official currency; (3) crypto rewards —holders receive crypto
rewards as an incentive, which are usually paid out as crypto tokens; and (4) non-fungible tokens (NFT) —denotes ownership
of a digital asset. The ownership information is stored in the token. NFTs can be used to show who owns a unique digital image,
a GIF, or a character in an online game.

 In contrast, the BEFS are simply uncertificated
shares of stock of BlackStar, which are commonly referred to as a "book-entry shares" in DTC and transfer agent parlance
or, as we refer to them, "electronic fungible shares." Shares held in uncertificated book-entry form have the same
rights and privileges as shares held in certificate form. The BEFS simply flow in and out of the existing trading system, exchanges,
or OTC Markets through DTC and broker-dealers in uncertificated book-entry form. Only for the period of time that the broker-dealer
holds the shares for the customer are the shares residing in a blockchain recognized format and traded via our BDTP platform
in a blockchain recorded transaction or series of transactions. A blockchain is simply a digital ledger that stores information
in blocks that are linked. This information can be transaction records or full-fledged programs that operate on the blockchain,
which are called smart contracts. 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 costs of execution.
Using BlackStar's concept "Blockchain First," cash and shares of stock owned by customers are recorded
directly to the blockchain. The BEFS are simply held in uncertificated book-entry form and represent an equity ownership interest
in a corporation (BlackStar) rather than serving as a distinct currency or another purpose such as a governance right, consumer
reward or character in an online game. In addition, the price of a "token" is often aligned to the blockchain it is
traded on (Bitcoin or Ethereum) while the price of a share of stock such as the BEFS is aligned with the value of the underlying
company. We are not seeking to create "tokens," but rather to have a system which allows the trading of well recognized
corporate shares established under state law.

 The BDTP platform is not currently operational
for any securities and any such securities must first be registered with the SEC under the Securities Act or have an available
exemption from registration.

 Frequently Asked Questions regarding Proposed
BDTP platform

 Are the shares traded on the BDTP
platform a different class of common stock?

 The shares that may be traded on the BDTP TM
Platform in the future, if approvals were granted, would also be "normal" shares of common stock, of the same and only
class of common stock as owned by existing shareholders. To use the BDTP platform, the shares of the shareholder must be
in an electronic share format, accomplished via the standard DWAC procedure. The ownership and voting rights of all shareholders
of common stock are identical and the Company only has one class of common stock authorized.

 Do the common shares need to be exchanged
for electronic fungible shares to use the platform?

 The BDTP TM, once approved and operational,
currently contemplates executing orders for common shares in an electronic fungible form, also known as a digital share. There
is no exchange of shares needed; however, the shareholder would need to have their shareholdings in an electronic form, accomplished
via the DWAC process through a broker dealer and the transfer agent.

 Will the BEFS traded on the proposed BDTP TM
trade at different prices than the OTC Pink?

 Because it is a distinct market from the OTC
Pink, where the common shares currently trade, there is a possibility that the prices reflected for the common shares will differ
across the trading markets. BDTP TM, for instance, only accepts free trading securities (of BlackStar common stock) for
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.

 Are the BEFS crypto assets or tokens?

 The proposed BDTP TM is designed
to trade existing shares of common stock (in an electronic form) and NOT crypto assets, cryptocurrency, or tokens. We are not attempting
to "tokenize" securities, but instead our concept is to use Distributed
Ledger Technology (a private blockchain) to execute, and record transactions with higher efficiency and lower cost, which is essentially
a back-office function. The use of a blockchain to record transactions does not make shares of common stock traded on the platform
"crypto" assets. The Company does not operate in the crypto asset market nor is it proposing to do so with the BDTP TM

 Additional Features of the BDTP Platform

 The BDTP platform will contain three
features: (1) the main trading feature as discussed above, (2) an indication of interest feature for future offerings, and (3)
a corporate governance feature.

 The indication of interest feature, known as
the "Internet Digital Offering " or IDO, is expected to record indications of interest for potential,
initial or secondary future offerings proposed by the public or private company that subscribes to our customized platform. If
allowed under SEC regulations, the funding of private and public companies on a blockchain platform may represent a fairer distribution
of securities with a permanent record of solicitation. The distributive ledger technology on a blockchain would enable companies
to gauge interest on a first come, first served basis. The IDO feature is only for use in self-underwriting situations and
includes a method of facilitating a public or private offering for a company on an immutable blockchain. This may consist of the
subscriber company uploading a preliminary prospectus to the platform if they are interested in raising capital, collecting a list
of company shareholders, and collecting a list of non-company shareholders who have met at least a minimum threshold for potential
interest in investing in the company, then prioritizing potential investors meeting the set requirements by the recorded timestamp
and distributing the offering materials to them at the appropriate time in compliance with existing securities rules and regulations.
Our blockchain-based system may give companies a tool to self-underwrite under the current rules if approved by the SEC and
FINRA.

 The final feature would record corporate governance
information about a public company on an immutable blockchain. This may include a method of preparing for and complying with a
financial statement audit, recording general corporate matters, recording financial and accounting matters, recording tax filing
matters, on the immutable blockchain at least every 30 days to three months, wherein each recording comprises a time stamp of receipt
and cannot be subsequently manipulated or changed, creating a permanent record from inception. The permanent record-keeping of
a blockchain based system, we believe, lowers the cost, time and risk to the securities attorney and auditor when preparing an
offering document. We currently expect that the corporate governance and indication of interest features can be made available
to regulators in real-time.

 Licensing the BDTP Platform with
An Existing Trading System

 The BDTP platform is designed to be
licensed to any company, together with an existing ATS arrangement to execute and process trades, for implementation by the licensee.
These electronic fungible shares will trade on the BDTP platform exactly as shares of stock currently trade on OTC Markets,
without markup or markdown in true "spot transactions." Any company will be able to license and use our system or platform
to trade electronic fungible shares.

 We currently intend to seek a contractual arrangement
such as a license with an existing ATS for a quoting service, similar to the current listing of our common stock with OTC Markets
Group. At this time, no ATS has committed to an arrangement. We intend to continue having discussions with various ATS's
until we have secured an arrangement that will allow the BDTP platform to operate.

 We have spoken to broker-dealers and clearing
firms throughout the development process but have yet to secure a contractual relationship. We will continue to seek out this licensee
and have increased our efforts to reach out to various broker-dealers since completing the demonstration platform and hope to secure
a licensee within the next three to six months. The ability to obtain a licensee may be dependent on our ability to confirm that
FINRA and the SEC will allow trading on the BDTP platform as described. If this is the case, the Company may alternatively
seek to acquire an existing broker-dealer in order to become a registered broker-dealer. Once we have secured a licensee broker-dealer,
clearing firm, or ATS for the operations of the BDTP platform, we will seek subscriber companies desiring customized platforms.

 Once the BDTP platform is live and formal
arrangements have been finalized with an existing ATS to execute and reports trades, the Company intends to license the platform
to other publicly traded companies as a subscription service with a company specific customizable interface operation through a
substantially similar license with the existing ATS. This subscription service, BlackStar's "Blockchain Equity Trading "
or BET, would enable each subscribing company to have access to their own trading platform, based upon our core platform,
where shares of their common stock could be traded. The technical platform operations and updates will be managed by Artuova, through
our oversight and direction. The software building of additional platforms for subscriber companies may take as little as a few
business days. We have not yet developed our marketing campaign to seek out these customers, but plan to do so after securing a
license with an existing ATS. We anticipate our overall expansion of services into the blockchain industry within the next twelve
months.

 The initiation of operations of the BDTP
platform will be dependent on the exact arrangement that we enter into and the regulatory approvals that may be required (see "Regulatory
Challenges" below).

 BDTP Patents

 On December 26, 2023, the United States Patent
and Trademark Office (USPTO) issued a patent to the Company for a patent application titled "System and Method for Matching
Orders and Immutable Blockchain Ledger for all Customer Trading Activity with Settlement into the Broker Dealer Ecosystem."
The technology claimed in the patent, the BDTP platform, enables trading of common shares of a public company on a blockchain.

 BlackStar received a 'Notice of Allowance'
from the United States Patent and Trademark Office (USPTO) on February 14, 2024, for a patent application titled "System
and Method for Preparing for a SEC Financial Statement Audit by Recording Corporate Governance Information on an Immutable Blockchain."
The technology claimed in the patent, which generally relates to recording corporate governance information on a blockchain, helps
with the organization of public and private companies preparing for a financial audit, assists with compliance with rules and regulations
of various regulatory authorities (e.g. Securities and Exchange Commission) and is compatible with use through any U.S. brokerage
firm. The audit platform, which is nearing completion of the development phase, may help advance the transparency of internal corporate
governance and controls, contributing to the corporate accountability movement. The patent is expected to be issued by May 2024.

 Further patents related to various features
of the platform are still pending.

 Existing Financing

 We currently have no committed source for funding
our operations but have entered into convertible promissory notes and loans to continue operations in the interim. Financings from
the past two fiscal years are summarized here. On February 14, 2022, we entered into a convertible promissory note with Sixth Street
Lending LLC for $55,750 (see the Current Report on Form 8-K filed on March 2, 2022 and incorporated by reference herein). On May
5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC to borrow $55,750 (see the Quarterly Report
on Form 10-Q filed on November 21, 2022 and incorporated by reference herein). On August 30, 2022, the Company entered into a financing
agreement with 1800 Diagonal Lending LLC to borrow $43,750 (see the Quarterly Report on Form 10-Q filed on November 21, 2022 and
incorporated by reference herein). On October 31, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending
LLC to borrow $55,000 (see the Quarterly Report on Form 10-Q filed on November 21, 2022 and incorporated by reference herein). In
2023, we received loans of an aggregate $400,000 from four investors, due nine months from receipt with interest at 11% per annum.
Based on our current cash reserves of approximately $33,550 as of December 31, 2023, and our receipt in 2024 of $139,000 in short
term loans from three investors, we estimate that we will have cash for an operational budget of approximately four (4) months. We
intend to offer a private placement of preferred shares to investors in order to achieve at least $5,000,000 in funding in the
next year to scale our business plan. We intend to commence this offering in spring of 2024. 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 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.

 Blockchain Equity Management Corp.

 BlackStar is
conducting a continuing analysis for the Company's involvement in Distributed Ledger Technology ("DLT") related
ventures. To pursue that end, the Company formed a subsidiary, Blockchain Equity Management Corp. ("BEMC"), formerly
known as Crypto Equity Management Corp., on September 30, 2017. The name change occurred on February 3, 2023 in order to align
the subsidiary more closely with our proposed business plan. As a merchant bank, BlackStar intends to seek to provide access to
capital for companies and is specifically seeking out ventures involved in DLT. BlackStar recognizes the similarities in the rapidly
evolving DLT ecosystem today compared to the Dot Com era in the 90's, which present both challenges and opportunities. BlackStar
intends to facilitate funding and management of DLT involved companies through majority controlled joint ventures BEMC. BlackStar,
through BEMC, intends to initially control and manage each venture. Potential ventures for both BlackStar and BEMC will be analyzed
using the combined business experience of its executives, with BEMC looking to fill those venture criteria with companies in digital
share 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. BEMC 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.
BEMC has not established any anticipated time frames or key milestones for BEMC business.

 In addition,
BlackStar intends to offer consulting and regulatory compliance services to blockchain and
DLT companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis
for opportunities in involvement in electronic fungible share-related ventures though BEMC, mainly in the areas of blockchain and
distributed ledger technologies. Our long-term plan for provision of services is to finance the operations of BEMC through the
successful production of the BDTP TM platform and subsequent subscription of the platform's design as a service.
As a subsidiary of BlackStar, BEMC additionally intends to offer consulting and regulatory compliance services to digital share
related entities and blockchain entrepreneurs for securities, tax, and commodity issues. Our Company has always operated under
the assumption that cryptocurrencies and tokens are "securities" and regulated under the existing law, SEC rules and
other financial regulations. Due to significant experience of our management in the U.S. securities and commodities industry, we
felt that we had regulatory compliance backgrounds that could be useful in assisting with regulatory compliance for former cryptocurrency
offerors and token offerors. Management believes that there may be other companies offering unregistered securities in digital
form with possible violations of securities and other laws including FinCen regulation, CFTC rules, exchange rules, AML, and tax
laws. The concept of BEMC as a subsidiary of BlackStar is to provide compliance services for the multitude of laws that are applicable
to digital securities. Currently in the testing and completion phase, BlackStar intends to build trading platforms for subscriber
companies based on the BDTP TM model and offer the platforms through a subscription service called BlackStar 'Blockchain
Equity Trading TM ' ("BET TM "), generating ongoing revenue for the Company.

 Neither BEMC nor BlackStar intend to underwrite
these entities or entrepreneurial companies, nor do we intend to act as broker-dealers or investment companies, though we acknowledge
the potential requirements to register as such or to claim exemption from registration.

 Blockchain Equity Management Corp. is not currently
operational, nor has it been since inception. The specific type and nature of services to be provided by BEMC may change based
on whether the BDTP TM platform is able to ever begin services.

 Blockchain Equity SRO, Inc.

 In addition to the services described above,
on December 31, 2017, BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc., now known as Blockchain Equity
SRO, Inc., a self-regulatory membership organization for the digital share industry. The name change was completed on February
3, 2023. It is not yet functioning in any capacity at this time.

 Regulatory Challenges of our Business
Concept (BDTP TM)

 BlackStar has always recognized that digital
equities must be registered or otherwise have an exemption from registration within the existing SEC regulations and guidelines.
BlackStar's aim is to develop BDTP TM, a digital share trading platform, to trade free-trading BlackStar common
stock only. The regulatory challenges presented come from integration of the platform into the existing broker-dealer ecosystem,
approvals/advice of and compliance with the rules and regulations of OTC Markets Group, SEC, FinCen, IRS, anti-money laundering
rules, or FINRA. These rules encompass the functionality of the system, cybersecurity laws, and state and federal financial laws.
No assurance can be given that such regulatory approvals will be obtained in a timely manner or at all.

 SEC Approval

 Our first regulatory challenge is seeking the
approval of the Securities and Exchange Commission ("SEC") of our concept for a security that could be traded on the
BDTP TM because the SEC has not yet adopted rules or regulations specific to the digital securities industry nor any
regulations involving blockchain or distributed ledger transactions. The SEC has chosen to enforce its existing anti-fraud laws
and the registration rules and regulations. Accordingly, we must work through an undefined SEC approval process for our proposed
system. We anticipate many comments and questions from the SEC during any approval process for the BDTP platform. We anticipate
that could take one to three years to complete the approval process for the BDTP platform.

 The SEC may adopt new rules and regulations
relating to our digital based concept for trading and securities, which rules and regulations are impossible to predict at this
time. Any new rules and regulations could make our concept for digital trading and securities difficult to bring into compliance
with new rules and regulations resulting in our inability to achieve commercialization and revenues. Such events could result in
costly delays in achieving regulatory approval, resulting in increased legal, administrative, and accounting costs and delays,
or denial of revenues from our concept.

 We anticipate initiating formal discussions
with the SEC and its relevant divisions and offices, including the Division of Trading and Markets, within the next six months
with respect to providing a detailed demonstration of how the system works within the broker dealer ecosystem, and seeking the
approval or clearance of our BEFS being eligible to be traded on our BDTP platform. We believe it may take between six to
nine months to address SEC comments and questions, and there is no assurance that we will be successful in our BEFS being approved
or cleared for trading on our BDTP TM platform.

 We have no way of knowing at this date what
new rules and regulations the SEC or any other regulatory body may adopt which could impact the structure and the timing of approval
or clearance of any uncertificated shares on our BDTP platform in the future and there is a significant potential impact of any
future adoption of new rules and regulations, which could delay our attempt to trade uncertificated shares on our BDTP platform.

 FINRA

 Our next regulatory challenge is that our concept
requires implementation by a broker dealer registered with FINRA. We do not anticipate registering our company as a broker
dealer, but instead would contract with a broker dealer to act as our agent/intermediary for our concept, thereby alleviating our
Company of all regulatory compliance issues of a broker dealer.

 As with the SEC, the broker dealer may be challenged
due to the fact FINRA has no developed rules and regulations involving digital trading of shares specifically. FINRA has, however,
chosen to raise disclosure requirements and to conduct heightened examinations for broker dealers as to any involvement in the
digital industry, with intent to bring enforcement actions for violations of SEC regulations or FINRA rules, and disciplinary actions
against broker dealers for any such violations. As a direct result, it may be difficult to find a broker dealer willing to be in
vanguard of the digital trading and securities industry involving our concept – even if we are able to achieve SEC approval
for our digital trading platform. Although we will continue to pursue both formal and informal discussions with both the SEC and
a FINRA regulated broker dealer concurrently, we do not believe it would be constructive to commence substantive negotiations with
a FINRA regulated broker dealer until we have substantially completed the SEC approval process. Once we believe we have substantially
completed the SEC approval process, we believe it may take an additional six to twelve months to reach agreement with a FINRA regulated
broker dealer.

 We do not believe that FINRA is a major regulatory
hurdle because upon registration as a "Registered Security" FINRA broker dealers can choose to trade it or not. FINRA
cannot directly regulate the security. It can regulate any ATS as to FINRA Rules if it is also FINRA registered (due to the requirement
of a Broker Dealer license), but that depends primarily on SEC regulation of the ATS.

 SEC Alternative Trading
System

 The final significant
regulatory challenge involves the Alternative Trading System ("ATS") as defined under 17 CFR §242.300.
We understand the SEC position on digital securities to be that digital assets are required to be traded through an ATS, with which
we agree. An ATS must comply with many control, regulatory, reporting, securities, inspection, procedural, and disclosure requirements.
The SEC, however, has not yet proposed regulations for ATS trading of digital securities and is treating ATS applications under
existing regulations.

 We do not intend to attempt to register
as an ATS but rather will seek to contract with an existing ATS to license our platform (if approved by regulatory agencies) for
the ATS use and management. Our platform will operate just as any other software platform used for trading by an ATS or broker/dealer.
We believe this is ultimately the best solution from a regulatory standpoint to have the existing ATS manage those requirements
for compliance with SEC and FINRA rules and regulations.

 It could take one year to eighteen months to
prove the concept to an existing ATS and then to properly integrate operations into the ATS monitoring and regulatory systems.
The ATS would need to obtain SEC approval to add the BDTP TM platform to its existing trading platform which could take
one year to eighteen months.

 We cannot at this time anticipate every regulatory
action of the digital security industry in the future. No proposals for regulation have even reached published proposal stage.
New regulations of the digital securities industry could render our business either impossible due to the nature of regulations,
or uneconomical, which would doom our concept.

 We do not have any time frame for achieving
any of the regulatory challenges although we believe that it may take between one to three years before the BDTP TM platform
is operational with all required regulatory approvals.

 The SEC may place additional oversight focus
on broker-dealers in the following areas due to the digital nature of the securities: safekeeping of funds and operations that
are unique to the safety and custody of Digital Asset Securities; broker-dealers' and any affiliated entities' compliance
with registration requirements; adequate AML procedures, controls, and documentation regarding Digital Asset Securities; disclosure
and due diligence obligations related to the offering of Digital Asset Securities; review of the existence and disclosures of conflicts
of interest and the compliance policies and procedures to address them (e.g. broker-dealers may operate in multiple capacities,
including as trading platforms or proprietary traders of Digital Asset Securities on their own and other platforms); and review
of FINRA-member broker-dealer compliance processes in connection with the evaluation, approval, and monitoring of outside business
activities related to digital assets. Many of these compliance issues will remain if we license with a broker-dealer instead of
acquiring one.

 Volatility of Cryptocurrencies and Tax Implications
– Neither BlackStar nor BEMC will be trading in, accepting loan repayments in, or making loans in cryptocurrencies; the
intent was to build a platform on which to trade digital securities of BlackStar on a private blockchain.

 Cybersecurity Implications of DLT –
 Transactions on the distributed ledger fabric are protected by public-key X.509 certificates. The protection of PII data is
the responsibility of each brokerage dealer. Any blockchain code used will be placed in a public repository after having been certified
by an independent cybersecurity audit. Further, BEMC bases the operational requirements and cyber-security framework in part on
the following publications the "Distributed Ledger Technology: Implications of Blockchain for the Securities Industry"
published by FINRA, and the European Union Agency for Network and Information Security (ENISA) report entitled "Distributed
Ledger Technology & Cybersecurity."

 ITEM 1A. RISK FACTORS.

 FORWARD LOOKING STATEMENTS

 THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS,
INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO BLACKSTAR'S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS
AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT
MAY CAUSE OUR COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE
OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR
ABILITY OF TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; BLACKSTAR'S LIMITED OPERATING HISTORY;
UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT
AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER OF BLACKSTAR'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. BLACKSTAR IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 Risk Factor Summary

 Our business is subject to numerous risks and
uncertainties, and the following is a summary of key risk factors when considering an investment. This summary should be read together
with the more detailed description of each risk factor contained in the subheadings further below and should not be relied upon
as an exhaustive summary of the material risks facing our business:

 Risk Factors Relating to Our Company

 Our success will depend,
to a large degree, on the expertise and experience of the members of our management team.

 Our operations as a merchant
bank may affect our ability to, and the manner in which, we raise additional capital, which may expose us to risks.

 We may engage in business
activities that could result in us holding investment interests in a number of entities which could subject us to regulation under
the Investment Company Act of 1940.

 We are dependent upon
our limited management for our success which is a risk to our investors.

 We have a limited amount
of funds available for investment in ventures and as a result our ventures may lack diversification.

 We have a lack of revenue
history and stockholders cannot view our past performance since we have a limited operating history.

 We are not diversified,
and we will be dependent on only one business, merchant banking.

 We can give no assurance
of success or profitability to our stockholders.

 We may have a shortage
of working capital in the future which could jeopardize our ability to carry out our business plan.

 We will need additional
financing for which we have no commitments, and this may jeopardize execution of our business plan.

 Our officers and directors
may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in and may receive
compensation from our parent company.

 We have agreed to indemnification
of officers and directors as is provided by Delaware statutes.

 Our directors'
liability to us and stockholders is limited

 A lawsuit was filed against
the company on November 6, 2023.

 We may not realize returns
on our investments in ventures for several years. Thus, an investment in shares of our common stock is only appropriate for investors
who do not need short-term liquidity in their money.

 Illiquid nature of our
investments.

 Failure to comply with
anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.

 Our reported financial
results may be materially and adversely affected by changes in accounting principles generally accepted in the United States.

 Continued compliance
with regulatory and accounting requirements will be challenging and will require significant resources.

 If we are unable to maintain
effective disclosure controls and internal controls over financial reporting, investors may lose confidence in the accuracy and
completeness of our financial reports, and the market price of our stock may be affected.

 Increased attention on
environmental, social and governance ("ESG") matters may have a negative impact on our business, impose additional costs
on us, and expose us to additional risks.

 Risk Factors Relating to Our Business

 We have incurred significant
losses and anticipate future losses.

 Our existing financial
resources are insufficient to meet our ongoing operating expenses.

 There can be no certainty
as to market acceptance of the proposed BDTP TM.

 We may fail to meet the
evolving needs of our markets, fail to identify new products, services, or technologies, or fail to compete successfully in our
target markets, adversely impacting our revenue and financial results.

 System security and data
protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue and increase our expenses,
which could adversely affect our stock price and damage our reputation.

 An article published
on April 17, 2023 by cointelegraph.com may expose us to liability for violations of Section 5 of the Securities Act.

 Risks Relating to Our Venture Investments

 We have not identified
any other ventures in which we may invest in a venture.

 Competition for loans
and investments.

 Risks of competition
for our venture companies.

 Risks of our need for
additional capital to fund our venture companies.

 Our venture portfolio
is and may continue to be concentrated in a limited number of venture companies and industries, which will subject us to a risk
of significant loss if any of these companies fail or by a downturn in the particular industry.

 We intend to control
all of our ventures.

 We may not realize gains
from our ventures.

 The inability of our
venture companies to commercialize their technologies or create or develop commercially viable products or businesses would have
a negative impact on our investment returns.

 The inability of our
venture companies to adequately execute their growth or expansion strategies would have a negative impact on our loan or investment
returns.

 Our venture companies
will likely have significant competition from more established companies as well as innovative early-stage companies.

 Our investment returns
will depend on the success of our ventures and, ultimately, the abilities of their key personnel.

 Some of our venture companies
may need additional capital, which may not be readily available.

 Risk Factors Related to Our Platform and
Blockchain/Distributed Ledger Technology

 The
 operability of our platform depends on our ability to enter into a license agreement
 with a broker dealer or an alternative trading system.

 If we are unable to protect the confidentiality
of our trade secrets, our business and competitive position could be harmed.

 Intellectual
 property rights claims may adversely affect the distributed ledger technology.

 We may depend on third parties to provide
execution of our trading platform, internet, telecommunication and fiber optic network connectivity to our data center, and any
delays or disruptions in service could adversely affect an investment in us.

 Our interactions with a blockchain may expose
us to SDN or blocked persons or cause us to violate provisions of law that did not contemplate distribute ledger technology.

 The possibility of trading occurring on multiple
exchanges means that there may be discrepancies in trading prices of common stock

 The
 possibility of regulatory developments related to crypto assets and crypto asset markets
 may pose an unintended risk to our proposed business

 The
 company may face reputational harm, loss of financing, stock price volatility, and/or
 low demand for services by proximity to the crypto asset market.

 Risks Relating to Ownership of
BlackStar Enterprise Group, Inc. Common Stock

 We
 may in the future issue more shares which could cause a loss of control by our present
 management and current stockholders.

 We
 have authorized and designated a Class A Preferred Super Majority Voting Convertible
 Stock, which have voting rights of 60% of our common stock at all times.

 A
 limited public market exists for our common stock at this time, and there is no assurance
 of a future market.

 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.

 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.

 Our
 common stock may be volatile, which substantially increases the risk that you may not
 be able to sell your securities at or above the price that you may pay for the security.

 The
 regulation of penny stocks by the SEC and FINRA may discourage the tradability of our
 securities.

 We
 will pay no foreseeable dividends in the future.

 Rule
 144 sales in the future may have a depressive effect on our stock price.

 Our
 stockholders may suffer dilution due to issuances of shares for various considerations.

 We
 are a reporting company.

 We
 have not identified any other ventures in which we may invest in a venture.

 Our
 OTC Market status was lowered from OTCQB to OTC Pink.

 BlackStar
 Electronic Fungible Shares and digital shares in general may be subject to unique risks
 not associated with paper certificated shares.

 Insurance
 will not be obtained for our electronic fungible shares which poses risks.

 RISK FACTORS
RELATING TO OUR COMPANY

 OUR SUCCESS
WILL DEPEND, TO A LARGE DEGREE, ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.

 We will rely
exclusively on the skills and expertise of our management team in conducting our business. Our management team has experience
in identifying, evaluating and acquiring prospective businesses for which we may ultimately provide loans, but there is no assurance
our managements assessments will be successful in placing loans which are repaid with interest. Accordingly, there
is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives.

 We will be wholly
dependent for the selection, structuring, closing and monitoring of all of our investments on the diligence and skill of our management
team, under the supervision of our Board of Directors. There can be no assurance that we will attain our investment objective.
The management team will have primary responsibility for the selection of companies to which we will loan or finance, the terms
of such loans and the monitoring of such investments after they are made. However, not all of the management team will devote
all of their time to managing us. These factors may affect our returns.

 We have limited
resources and limited operating history.

 OUR OPERATIONS
AS A MERCHANT BANK MAY AFFECT OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL, WHICH MAY EXPOSE US TO RISKS.

 Our business
will require a substantial amount of capital. We may acquire additional capital from the issuance of senior securities, including
borrowings or other indebtedness, or the issuance of additional shares of our common stock. However, we may not be able to raise
additional capital in the future on favorable terms or at all. We may issue debt securities, other evidences of indebtedness or
preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior
securities". If the value of our businesses declines, we may be unable to satisfy loan requirements. If that happens, we
may be required to liquidate a portion of our ventures and repay a portion of our indebtedness at a time when such sales may be
disadvantageous. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage,
including an increased risk of loss. If we issue preferred stock, the preferred stock would rank "senior" to common
stock in our capital structure, preferred stockholders would have separate voting rights and might have rights, preferences, or
privileges more favorable than those of our common stockholders. If we raise additional funds by issuing more common stock or
senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at
that time will decrease.

 WE MAY ENGAGE
IN BUSINESS ACTIVITIES THAT COULD RESULT IN US HOLDING INVESTMENT INTERESTS IN A NUMBER OF ENTITIES WHICH COULD SUBJECT US TO
REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940.

 Although we
will be subject to regulation under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, we believe
we will not be subject to regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we
will not be engaged in the business of investing or trading in securities within the definitions and parameters which would make
us subject to the "1940 Act," or holding unconsolidated minority interests in multiple companies and cash which might
fall within the "holding company" definitions. In the event we engage in business activities that result in us holding
investment interests in a number of nonconsolidated entities, we might become subject to regulation under the 1940 Act. In such
event, we would be required to register as an Investment Company and incur significant registration and compliance costs. Additionally,
the 1940 Act requires that a number of structural safeguards, such as an independent board of directors and a separate investment
adviser whose contract must be approved by a majority of the company's shareholders, be put in place within such companies.
The 1940 Act also imposes significant disclosure and reporting requirements beyond those found in the Securities Act and the Exchange
Act of 1934, as amended (the Exchange Act). Likewise, the 1940 Act contains its own anti-fraud provisions and private remedies,
and it strictly limits investments made by one investment company in another to prevent pyramiding of investment companies, leading
to consolidated investment companies acting in the interest of other investment companies rather than in the interest of securities
holders. The labeling of the Company as an investment company could significantly impair our business plan and operations and
have a material adverse effect on our financial condition. Compliance with the 1940 Act is prohibitively expensive for small companies,
in our estimation, and even if it meant divestiture of assets, we would intend to avoid being classified as an Investment Company.

 WE ARE DEPENDENT
UPON OUR LIMITED MANAGEMENT FOR OUR SUCCESS WHICH IS A RISK TO OUR INVESTORS.

 We currently
have one full-time manager, our CEO Joe Kurczodyna. Our lack of full-time management may be an impediment to our business achievement.
Without additional full-time officers, we may not have sufficient devoted time and effort to find successful loan prospects, additional
capital, or manage our loan portfolio, which could impair our ability to succeed in our business plan and could cause investment
in our Company to lose value.

 WE HAVE A LIMITED
AMOUNT OF FUNDS AVAILABLE FOR INVESTMENT IN VENTURES AND AS A RESULT OUR VENTURES MAY LACK DIVERSIFICATION.

 Based on the
amount of our existing available funds, it is unlikely that we will be able to commit our funds to loans to large number of ventures.
We intend to operate as a diversified merchant bank. Prospective investors should

 understand that
our venture investments are not, and in the future may not be, substantially diversified. We may not achieve the same level of
diversification as larger entities engaged in similar activities. Therefore, our assets may be subject to greater risk of loss
than if they were more widely diversified. The loss of one or more of our limited number of investments could have a material
adverse effect on our financial condition.

 WE HAVE A LACK
OF REVENUE HISTORY AND STOCKHOLDERS CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.

 We were incorporated
on December 17, 2007 for the purpose of engaging in any lawful business and have adopted a plan as a small and micro-cap market
merchant banking company. During the period of inception through December 31, 2023, we have not recognized revenues. We are not
profitable. We must be regarded as a new venture with all of the unforeseen costs, expenses, problems, risks and difficulties
to which such ventures are subject.

 WE ARE NOT DIVERSIFIED,
AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS, MERCHANT BANKING.

 Because of the
limited financial resources that we have, it is unlikely that we will be able to diversify our operations. Our probable inability
to diversify our activities into more than one area will subject us to economic fluctuations within the merchant banking industry
and therefore increase the risks associated with our operations due to lack of diversification.

 WE CAN GIVE
NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR STOCKHOLDERS.

 There is no
assurance that we will ever operate profitably. There is no assurance that we will generate revenues or profits, or that the market
price of our common stock will be increased thereby.

 WE MAY HAVE
A SHORTAGE OF WORKING CAPITAL IN THE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.

 Our capital
needs consist primarily of expenses related to general and administrative, legal and accounting, and software development and
could exceed $500,000 in the next twelve months. Such funds are not currently committed, and we have cash of approximately $33,550
as of December 31, 2023.

 WE WILL NEED
ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS, AND THIS MAY JEOPARDIZE EXECUTION OF OUR BUSINESS PLAN.

 We have limited
funds, and such funds may not be adequate to carry out our business plan in the small and micro-cap market merchant banking industry.
Our ultimate success depends upon our ability to raise additional capital. We are investigating the availability, sources, and
terms that might govern the acquisition of additional capital.

 We have no commitment
at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from
any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited
to those that can be financed with our modest capital.

 OUR OFFICERS
AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE
IN AND MAY RECEIVE COMPENSATION FROM OUR PARENT COMPANY.

 Presently there
is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our
business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have
a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity
as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through
his involvement as an officer and director of another company. We have no intention of merging with or acquiring a business opportunity
from any affiliate or officer or director. Our current officers and directors also currently serve our parent company, International
Hedge Group, Inc., which may have consulting agreements with some of our venture companies and as such is a direct conflict and
such officers and
directors may be paid by such parent. We intend to diversify and/or expand our Board of Directors in the future.

 WE HAVE AGREED
TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED BY DELAWARE STATUTES.

 Delaware General
Corporation Laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from
their association with or activities our behalf. We will also bear the expenses of such litigation for any of our directors, officers,
employees, or agents, upon such person's promise to repay us therefore if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that
we will be unable to recoup.

 OUR DIRECTORS'
LIABILITY TO US AND STOCKHOLDERS IS LIMITED

 Delaware General
Corporation Laws exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary
duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors
that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state
securities laws.

 We have no full-time
employees which may impede our ability to carry on our business. Our officers are independent consultants who devote up to 40
hours per week to Company business. The lack of full-time employees may very well prevent the Company's operations from
being efficient, and may impair the business progress and growth, which is a risk to any investor.

 A
LAWSUIT WAS FILED AGAINST THE COMPANY ON NOVEMBER 6, 2023.

 On
November 6, 2023, GS Capital Partners LLC filed a lawsuit against the Company in Nevada regarding the unavailability of conversion
shares relating to the Promissory Note entered into on October 11, 2021 and the remaining principal balance of $33,682. At the
outset of the case, a temporary restraining order was entered preventing the Company from trading any shares. As currently postured,
Plaintiff seeks specific performance (a mandatory injunction) requiring the conversion of approximately 257,000,000 shares and
possibly additional recovery of legal fees and interest. The lawsuit increases the Company's financial and administrative
burdens and is a risk to the Company's capital.

 On
February 27, 2024, the Company, through its attorneys, filed an answer to Plaintiff's complaint and counterclaims against
Plaintiff. In addition to denying many of the allegations laid out in the lawsuit, the Company invokes several affirmative defenses
that bar Plaintiff's recovery in the action and alleges that Plaintiff breached the terms of the agreement, including, but
not limited to, obtaining the conversion of BlackStar's stock after the Promissory Note was fully paid off.

 Amongst
other claims, the Company alleges that the Plaintiff acted in bad faith and in violation of usury laws by recovering an estimated
$600,000 dollars in BlackStar stock off of a $60,000 promissory note, estimated at a roughly 170% interest rate. The Company seeks
a judgment in its favor and against Plaintiff, compensatory damages in an amount to be proven at trial, declaratory relief voiding
the agreement as illegal under Section 29(b) of the Securities Act, punitive damages in an amount to be proven at trial, interest
on all damages, and attorneys' fees. The Company awaits a response to the counterclaims.

 The
risks of continued litigation on this matter are as follows: the Company may need to increase the authorized shares of common
stock in order to accommodate any continued conversions, judgments, or settlements, and the Company could be exposed to further
risks of lawsuits for similar issues. The Company will also expend additional resources in the ongoing litigation and any potential
resolutions outside the above-reference conversions to common stock (which were already contemplated in the original convertible
promissory note), negatively impacting its financial position.

 WE MAY NOT REALIZE
RETURNS ON OUR INVESTMENTS IN VENTURES FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY APPROPRIATE
FOR INVESTORS WHO DO NOT NEED SHORT TERM LIQUIDITY IN THEIR MONEY.

 We intend to
make loans as quickly as possible consistent with our business objectives in those investments that meet our criteria. However,
it is likely that a significant period of time will be required before we are able to achieve repayment and any additional value
from warrants or stock conversions that we hold in an eligible venture company.

 ILLIQUID NATURE
OF OUR INVESTMENTS.

 We anticipate
that substantially all of our ventures (other than short-term investments) will consist of controlling interests in ventures that
at the time of acquisition are unmarketable, illiquid and for which no ready market will exist, if such a market does in fact
exist. Our venture investments are intended to be in companies in which we will have controlling interest and will be privately
negotiated transactions. There is not anticipated to be any market for the ventures until such until such have developed successful
businesses.

 Because of the
illiquid nature of our venture investments, a substantial portion of our assets will be carried on our books adjusted for accrued
losses, depreciation and impairment which could in some cases result in a write off. This value will not necessarily reflect the
amount which could be realized upon a sale, or payoff in the future.

 FAILURE TO COMPLY
WITH ANTI-BRIBERY, ANTI-CORRUPTION, AND ANTI-MONEY LAUNDERING LAWS COULD SUBJECT US TO PENALTIES AND OTHER ADVERSE CONSEQUENCES.

 We are subject
to the Foreign Corrupt Practices Act ("FCPA") and other anti-corruption, anti-bribery and anti-money laundering laws
in various jurisdictions. From time to time, we may leverage third parties to help conduct our businesses abroad. We and our third-party
intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or
affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners
and intermediaries, our employees, representatives, contractors, channel partners, and agents, even if we do not explicitly authorize
such activities. While we have policies and procedures to address compliance with such laws, we cannot assure you that all of
our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately
held responsible. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering
laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal
or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our
reputation, our business, results of operations and financial condition.

 OUR REPORTED
FINANCIAL RESULTS MAY BE MATERIALLY AND ADVERSELY AFFECTED BY CHANGES IN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED
STATES.

 Generally accepted
accounting principles in the United Sates are subject to interpretation by the Financial Accounting Standards Board ("FASB"),
the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles
or interpretations could have a significant effect on our reported financial results and could materially and adversely affect
the transactions completed before the announcement of a change. Additionally, the adoption of new or revised accounting principles
may require that we make significant changes to our systems, processes and controls.

 CONTINUED COMPLIANCE
WITH REGULATORY AND ACCOUNTING REQUIREMENTS WILL BE CHALLENGING AND WILL REQUIRE SIGNIFICANT RESOURCES.

 We spend a significant
amount of management time and external resources to comply with changing laws, regulations and standards relating to corporate
governance and public disclosure, including evolving SEC rules and regulations, Nasdaq Market rules, the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002, which requires management's annual review and evaluation
of internal control over financial reporting. Failure to comply with these laws and rules could lead to investigation by regulatory
authorities, de-listing from the Nasdaq Market, or penalties imposed on us.

 IF WE ARE UNABLE
TO MAINTAIN EFFECTIVE DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING, INVESTORS MAY LOSE CONFIDENCE IN THE
ACCURACY AND COMPLETENESS OF OUR FINANCIAL REPORTS, AND THE MARKET PRICE OF OUR STOCK MAY BE AFFECTED.

 If we are unable
to maintain effective disclosure controls and internal controls over financial reporting, investors may lose confidence in the
accuracy and completeness of our financial reports. Additionally, if any new internal control procedures which may be adopted
or our existing internal control procedures are deemed inadequate, or if we identify material weaknesses in our disclosure controls
or internal controls over financial reporting in the future, we will be unable to assert that our internal controls are effective.
If we are unable to do so, or if our auditors are unable to attest to the effectiveness of our internal controls, we could lose
investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price
of our common stock.

 INCREASED ATTENTION
ON ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") MATTERS MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS, IMPOSE ADDITIONAL
COSTS ON US, AND EXPOSE US TO ADDITIONAL RISKS.

 Companies are
facing increasing attention from investors, customers, partners, consumers and other stakeholders relating to ESG matters, including
environmental stewardship, social responsibility, diversity and inclusion, racial justice and workplace conduct. In addition,
organizations that provide information to investors on corporate governance and related matters have developed ratings processes
for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment
and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative
impact on our stock price and our access to and costs of capital.

 RISK FACTORS
RELATING TO OUR BUSINESS

 WE HAVE INCURRED
SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES.

31, 2023, we had an accumulated deficit of $(10,421,950).

 Future losses
are likely to occur until we are able to receive returns on our loans and investments since we have no other sources of income
to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public
accountants in their report for the financial statements for the years ended December 31, 2014 through 2023, an explanatory paragraph
stating that there is substantial doubt about our ability to continue as a going concern.

 OUR EXISTING
FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES.

 We have no sources
of income at this time and insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to
raise additional debt and, or, equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend
to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock
to create value for our shareholders. There can be no assurance that these events will be successfully completed.

 Unfavorable
conditions in our industry or the global economy or reduCED ACCESS TO LENDING MARKETS could harm our business.

 Our results
of operations may vary based on the impact of changes in our industry or the global economy on us or our potential customers.
Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative
conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic
product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare, public health issues,
and terrorist attacks on the United States, Europe, the Asia Pacific region, or elsewhere, could cause a decrease in business
investments or decrease access to financing which would harm our business. To the extent that our platform is perceived by potential
customers as too costly, or difficult

 to deploy or
migrate to, our revenue may be disproportionately affected by delays or reductions in general technology spending. Also, we may
have competitors, many of whom may be larger and have greater financial resources than we do and may respond to market conditions
by attempting to lure away our customers. We cannot predict the timing, strength, or duration of any economic slowdown, instability,
or recovery, generally or within any particular industry.

 THERE CAN BE
NO CERTAINTY AS TO MARKET ACCEPTANCE OF THE PROPOSED BDTP TM.

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.

 WE MAY FAIL
TO MEET THE EVOLVING NEEDS OF OUR MARKETS, FAIL TO IDENTIFY NEW PRODUCTS, SERVICES, OR TECHNOLOGIES, OR FAIL TO COMPETE SUCCESSFULLY
IN OUR TARGET MARKETS, ADVERSELY IMPACTING OUR REVENUE AND FINANCIAL RESULTS.

 We design, develop
and market our blockchain-based trading platform, BDTP TM. Our success depends to a significant extent on our ability
to meet the evolving needs of these markets and to enhance our existing products, solutions and technologies. In addition, our
success depends on our ability to identify emerging industry trends and to develop new products, solutions, and technologies.
Our existing markets and products and new markets and products may require a considerable investment of technical, financial,
compliance, sales and marketing resources. We cannot assure you that our strategic direction will result in innovative products
and technologies that provide value to our customers and partners. If we fail to anticipate the changing needs of our target markets
and emerging technology trends, or adapt that strategy as market conditions evolve, in a timely manner to exploit potential market
opportunities our business will be harmed. In addition, if demand for products and solutions from these markets is below our expectations,
if we fail to achieve consumer or market acceptance of them or if we are not able to develop these products and solutions in a
cost effective or efficient manner, we may not realize benefits from our strategy. Our target markets remain extremely competitive,
and we expect competition to intensify as current competitors expand their product and/or service offerings, industry standards
continue to evolve and new competitors enter these markets. If we are unable to successfully compete in our target markets, demand
for our products, solutions and technologies could decrease, which would cause our revenue to decline and our financial results
to suffer.

 SYSTEM SECURITY
AND DATA PROTECTION BREACHES, AS WELL AS CYBER-ATTACKS, COULD DISRUPT OUR OPERATIONS, REDUCE OUR EXPECTED REVENUE AND INCREASE
OUR EXPENSES, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE AND DAMAGE OUR REPUTATION.

 Security breaches,
computer malware and cyber-attacks have become more prevalent and sophisticated in recent years. These attacks have occurred on
our systems in the past and are expected to occur in the future. Experienced computer programmers, hackers and employees may be
able to penetrate our security controls and misappropriate or compromise our confidential information, or that of our employees
or third parties. These attacks may create system disruptions or cause shutdowns. For portions of our IT infrastructure, including
business management and communication software products, we rely on products and services provided by third parties. These providers
may also experience breaches and attacks to their products which may impact our systems. Data security breaches may also result
from non-technical means, such as actions by an employee with access to our systems.

 Actual or perceived
breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information
or sensitive or confidential data about us, our partners, our customers or third parties could expose the parties affected to
a risk of loss, or misuse of this information, resulting in litigation and potential liability, damage to our brand and reputation
or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be
successful. We may experience interruptions, delays, cessation of service and loss of existing or potential customers. Such disruptions
could adversely impact our ability to fulfill orders and interrupt other critical functions. Delayed sales, lower margins or lost
customers as a result of these disruptions could adversely affect our financial results, stock price and reputation.

 AN ARTICLE PUBLISHED
ON APRIL 17, 2023 BY COINTELEGRAPH.COM MAY EXPOSE US TO LIABILITY FOR VIOLATIONS OF SECTION 5 OF THE SECURITIES ACT.

 On April 17,
2023, cointelegraph.com published an article by Ana Paula Pereira making various statements which were erroneous about BlackStar
and our platform. When the publication of the article came to the attention of the Company, management felt that it was necessary
to issue a press release (see the Current
Report on Form 8-K) correcting the article such that the public and existing security holders received factual information
and were not misled by the article. In responding to the article, the Company made statements about this Registration Statement,
which was not yet effective, in order to remove any confusion that the article may have caused and to reinforce that it was NOT
effective; the Company also clarified that the SEC was not approving the BDTP TM platform and that this Registration
Statement is a resale registration for common shares underlying convertible notes for select noteholders. While the Company believes
that the article and the Company's response do not constitute offers or sales of securities in the absence of an effective
registration statement, the Company cannot eliminate the possibility that it may have liability for a violation of the Securities
Act of 1933 (the "'33 Act"). Violations of the registration provisions of Section 5 of the '33 Act give
a purchaser of securities a one-year right to rescind the transaction, pursuant to Sections 12(a)(1) and 13 of the Act, as against
any "seller" of the securities who has violated Section 5. In the event that there is a finding of a violation of
Section 5 of the '33 Act, certain investors may have a right of rescission. Section 5 allows purchasers to sue sellers for
offering or selling a non-exempt security without registering it. If the purchaser can prove a direct link between the purchaser
and the seller, and the suit is within the statute of limitations, the purchaser may obtain rescission with interest,
or damages if the investor sold his securities for less than he purchased them.

 In addition
to the civil liability from lawsuits brought by investors, the Company and management could face civil or criminal action brought
by the federal or state government, depending on the nature of the violation. Criminal liability under Section 5 subjects the
defendant to not more than $10,000 in fines and not more than five years imprisonment. Any lawsuits, judgments, penalties, or
orders against the Company or its management could have a significant impact on the Company, may prevent or delay it from pursuing
the proposed business plan, and would likely have a negative effect on the stock price.

 RISKS RELATING
TO OUR VENTURE INVESTMENTS

 WE HAVE NOT
IDENTIFIED ANY OTHER VENTURES IN WHICH WE MAY INVEST IN A VENTURE.

 We have only
loaned money to one company, Meshworks Media Corporation, (and that loan has been assigned) and it may take time to find other
ventures, none of which are identified as of the date of this filing.

 COMPETITION
FOR LOANS AND INVESTMENTS.

 We expect to
encounter competition from other entities having similar business objectives, some of whom may have greater resources than us.
Historically, the primary competition for venture capital investments has been from venture capital funds and corporations, venture
capital affiliates of large industrial and financial companies, small business investment companies, and wealthy individuals.
Additional competition is anticipated from foreign investors and from large industrial and financial companies investing directly
rather than through venture capital affiliates. Virtually all of our competitors will have a competitive advantage and are much
larger. The need to compete for loans or investment opportunities may make it necessary for us to offer venture companies more
attractive transaction terms than otherwise might be the case. We anticipate being a co-investor with other venture capital groups,
and these relationships with other groups may expand our access to business opportunities.

 RISKS OF COMPETITION
FOR OUR VENTURE COMPANIES.

 Most emerging
markets are highly competitive. We anticipate that nearly all our venture companies will compete against firms with greater financial
resources, more extensive development, manufacturing, marketing, and service capabilities, and a larger number of qualified managerial
and technical personnel.

 RISKS OF OUR
NEED FOR ADDITIONAL CAPITAL TO FUND OUR VENTURE COMPANIES.

 We expect that
most venture companies will require additional financing to satisfy their working capital requirements. The amount of additional
financing needed will depend upon the maturity and objectives of the particular opportunity. Each round of venture financing (whether
from us or other investors) is typically intended to provide a venture company with enough capital to reach the next major valuation
milestone. If the funds provided are not sufficient, a company may have to raise additional capital at a price or at terms unfavorable
to the existing investors, including our Company. This additional financing or the availability of any form of equity or debt
capital is generally a function of capital market conditions that are beyond our control or any venture company. Our management
team may not be able to predict accurately the future capital requirements necessary for success of our Company or venture companies.
Additional funds may not be available from any source.

 OUR VENTURE
PORTFOLIO IS AND MAY CONTINUE TO BE CONCENTRATED IN A LIMITED NUMBER OF VENTURE COMPANIES AND INDUSTRIES, WHICH WILL SUBJECT US
TO A RISK OF SIGNIFICANT LOSS IF ANY OF THESE COMPANIES FAIL OR BY A DOWNTURN IN THE PARTICULAR INDUSTRY.

 Our venture
is and may continue to be concentrated in a limited number of venture companies and industries. We do not have fixed guidelines
for diversification, and since we are targeting some specific industries, our venture investments could continue to be, concentrated
in relatively few industries. As a result, the aggregate returns we realize may be significantly adversely affected if our venture
investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular
industry in which we are invested could also significantly impact the aggregate returns we realize.

 WE INTEND TO
CONTROL ALL OF OUR VENTURES.

 We will control
all of our venture companies, and we will maintain financial supervision until divestiture, spin-off or liquidation.

 WE MAY NOT REALIZE
GAINS FROM OUR VENTURES.

 Our goal is
ultimately to dispose of our control interests we receive from our venture companies to attempt to realize gains upon our disposition
of such interests by sale, for cash spin-off, or liquidation. However, any interests we hold may not appreciate in value and,
in fact, may decline in value. Accordingly, we may not be able to realize gains from any venture interests, and any gains that
we do realize on the disposition of any venture interests may not be sufficient to offset any other losses we experience.

 THE INABILITY
OF OUR VENTURE COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGIES OR CREATE OR DEVELOP COMMERCIALLY VIABLE PRODUCTS OR BUSINESSES WOULD
HAVE A NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

 The possibility
that our venture companies will not be able to commercialize their technology, products or business concepts presents significant
risks to the value of our ventures. Additionally, although some of our venture companies may already have a commercially successful
product or product line when we invest, technology related products and services often have a more limited market or life span
than have products in other industries. Thus, the ultimate success of these venture companies often depends on their ability to
continually innovate in increasingly competitive markets. Their inability to do so could affect our investment return. We cannot
assure you that any of our venture companies will successfully acquire or develop any new technologies, or that the intellectual
property the companies currently hold will remain viable. Even if our venture companies are able to develop commercially viable
products, the market for new products and services is highly competitive and rapidly changing. Neither our venture companies nor
we have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts
of our venture companies may not be successful.

 THE INABILITY
OF OUR VENTURE COMPANIES TO ADEQUATELY EXECUTE THEIR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR LOAN OR
INVESTMENT RETURNS.

 The possibility
that our venture companies will not be able to fully carry out or execute on their expansion or growth plans presents significant
risk. Our venture investments success in our subsidiary companies will ultimately depend on the success of our ventures. If the
intended expansion or growth plan that was one of the main reasons we had originally formed the venture does not come to fruition
or is otherwise impeded, the value of the venture may negatively reflect this information, making our investment not profitable
or may subject us to a substantial loss. In such case, we may incur an entire loss of our investment.

 OUR VENTURE
COMPANIES WILL LIKELY HAVE SIGNIFICANT COMPETITION FROM MORE ESTABLISHED COMPANIES AS WELL AS INNOVATIVE EARLY-STAGE COMPANIES.

 Emerging growth
companies often face significant competition, both from early-stage companies and from more established companies. Early-stage
competitors may have strategic capabilities such as an innovative management team or an ability to react quickly to changing market
conditions, while more established companies may possess significantly more experience and greater financial resources than our
venture companies. These factors could affect our investment returns.

 OUR INVESTMENT
RETURNS WILL DEPEND ON THE SUCCESS OF OUR VENTURES AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL.

 Our success
will depend upon the success of our ventures. Their success, in turn, will depend in large part upon the abilities of their key
personnel. The day-to-day operations of our ventures will remain the responsibility of their key personnel. The loss of one or
a few key managers can hinder or delay a company's implementation of its business plan. Our ventures may not be able to
attract qualified managers and personnel. Any inability to do so may negatively impact our financial picture.

 SOME OF OUR
VENTURE COMPANIES MAY NEED ADDITIONAL CAPITAL, WHICH MAY NOT BE READILY AVAILABLE.

 Ventures in
which we may make investments will often require substantial additional financing to fully execute their growth strategies. Each
round of venture financing is typically intended to provide a company with only enough capital to reach the next stage of development,
or in the case of our financings, the turn-around stage or offering stage which might provide us with a liquidity event. We cannot
predict the circumstances or market conditions under which our ventures may seek additional capital. It is possible that one or
more of our ventures will not be able to raise additional financing or may be able to do so at a price or on terms which are unfavorable
to us, either of which could negatively impact our success. A likely economic downturn due to the recent pandemic known as coronavirus
(COVID-19) may also cause lasting damage to the markets and potential ventures, from capital access and lack of investment issues
to staffing and supply chain issues.

 RISK FACTORS
RELATED TO

 OUR PLATFORM
AND BLOCKCHAIN/DISTRIBUTED LEDGER TECHNOLOGY

 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 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.

 IF WE ARE UNABLE
TO PROTECT THE CONFIDENTIALITY OF OUR TRADE SECRETS AND OUR INTELLECTUAL PROPERTY, OUR BUSINESS AND COMPETITIVE POSITION COULD
BE HARMED.

 We plan to rely
upon trademarks, copyrights, trade secret protection and patents, as well as non-disclosure agreements and invention assignment
agreements with employees, consultants and third parties, to protect all confidential and proprietary information. Significant
elements of our intended products and services are based on unpatented trade secrets and know-how that are not publicly disclosed.
In addition to contractual measures, we try to protect the confidential nature of our proprietary information using physical and
technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee
or third party with authorized access, provide adequate protection for our proprietary information. The security measures may
not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and the recourse
we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party
illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable.
In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any
of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any
such information was independently developed by a competitor, our competitive position could be harmed.

 We believe the
protection of our intellectual property is critical to our success. We seek to protect our intellectual property rights by relying
on applicable laws and regulations in the United States and internationally, as well as a variety of administrative procedures.
Effective protection may not be available in every country in which our products and services may be made available, and contractual
measures and other steps we have taken to protect our intellectual property may not prevent third party infringement or misappropriation
or deter independent development of similar intellectual property rights by others. Intellectual property protection is very expensive
to maintain and may require litigation. We likely need to protect our intellectual property rights and other proprietary rights
in an increasing number of jurisdictions, at great expense. We may license in the future certain of our proprietary rights, such
as trademarks or copyrighted material, to others, which could diminish the value of our proprietary rights or harm our reputation.
Any failure to adequately protect or enforce our intellectual property rights, or significant costs incurred in doing so, could
materially harm our business.

 As the number
of products in the blockchain industry increases and the functionality of these products further overlap, and as we acquire technology,
we may become increasingly subject to infringement claims, including patent, copyright, and trademark claims. It may be necessary
to litigate the validity and scope of the patent and other intellectual property rights of others, through time-consuming, costly
litigation and potentially disrupting our business, or requiring us to pay substantial judgments or settlements.

 INTELLECTUAL
PROPERTY RIGHTS CLAIMS MAY ADVERSELY AFFECT THE DISTRIBUTED LEDGER TECHNOLOGY.

 Third parties
may assert intellectual property claims relating to their source code, including Distributed Ledger Technology. Regardless of
the merit of any intellectual property or other legal action, any threatened action that reduces confidence in distributed ledger
technology's long-term viability may adversely affect an investment in us. Additionally, a meritorious intellectual property
claim could prevent us, our ventures, and other end-users from accessing the distributed ledger technology. As a result, an intellectual
property claim against us could adversely affect an investment in us.

 WE MAY DEPEND
ON THIRD PARTIES TO PROVIDE EXECUTION OF OUR TRADING PLATFORM, INTERNET, TELECOMMUNICATION AND FIBER OPTIC NETWORK CONNECTIVITY
TO OUR DATA CENTER, AND ANY DELAYS OR DISRUPTIONS IN SERVICE COULD ADVERSELY AFFECT AN INVESTMENT IN US.

 We may rely
on third-party service providers. In particular, we will depend on third parties to provide real time quotation and trading execution
with our trading platform, Internet, telecommunication, and fiber optic network connectivity to our servers in our data center,
and we have no control over the reliability of the services provided by these suppliers. We may in the future experience difficulties
due to service failures unrelated to our systems and services.

 OUR INTERACTIONS
WITH A BLOCKCHAIN MAY EXPOSE US TO SDN OR BLOCKED PERSONS OR CAUSE US TO VIOLATE PROVISIONS OF LAW THAT DID NOT CONTEMPLATE
DISTRIBUTE LEDGER TECHNOLOGY.

 If our BDTP
 TM becomes operational, we may be required to comply with the Office of Financial Assets Control ("OFAC")
of the U.S. Department of Treasury's sanction program and not conduct business with persons named on its specially designated
nationals ("SDN") list. We anticipate that we will not to our knowledge engage in transactions with persons named
on OFAC's SDN list, as the sales of shares occurring with the use of the platform will be required to comply with existing
rules and regulations applicable to the information required to transfer securities. Moreover, federal law prohibits any U.S.
person from knowingly or unknowingly possessing any visual depiction commonly known as child pornography. Recent media reports
have suggested that persons have imbedded such depictions on one or more blockchains. Because our business requires us to download
and retain one or more blockchains to effectuate our ongoing business, it is possible that such digital ledgers contain prohibited
depictions without our knowledge or consent. To the extent government enforcement authorities literally enforce these and other
laws and regulations that are impacted by decentralized distributed ledger technology, we may be subject to investigation, administrative
or court proceedings, and civil or criminal monetary fines and penalties, all of which could harm our reputation and affect the
value of our common stock.

 THE POSSIBILITY
OF TRADING OCCURRING ON MULTIPLE EXCHANGES MEANS THAT THERE MAY BE DISCREPANCIES IN TRADING PRICES OF COMMON STOCK.

 The trading
market operating on the BDTP TM, once operational, is distinct and separate from the OTC market on which the common
shares currently trade, which could cause discrepancies between the trading prices of common shares between the two venues, whether
resulting from different liquidity in the markets or otherwise. If approved for trading, shareholders may take advantage of any
discrepancies between the trading prices and trade shares of common stock where it is beneficial to them.

 THE POSSIBILITY
OF REGULATORY DEVELOPMENTS RELATED TO CRYPTO ASSETS AND CRYPTO ASSET MARKETS MAY POSE AN UNINTENDED RISK TO OUR PROPOSED BUSINESS.

does not believe that any pending crypto legislation or regulation is likely to affect the business, financial condition, or results
of operations at this stage. In the event that our proposed business plans, including BDTP TM, fall into the definitions
of any future crypto legislation or regulation, the Company will evaluate the operations to ensure compliance with any new rules
or laws. The Company has worked to create the proposed business plan within the confines of the existing rules, regulations, and
laws. If, however, abundant operational changes are necessary for compliance, there may be material effects on the business.

 THE COMPANY
MAY FACE REPUTATIONAL HARM, LOSS OF FINANCING, STOCK PRICE VOLATILITY, AND/OR LOW DEMAND FOR SERVICES BY PROXIMITY TO THE CRYPTO
ASSET MARKET.

does not operate in the crypto asset markets, does not have crypto asset holdings, and is not proposing to participate in the
crypto asset industry, including crypto securities, crypto currencies, and tokens. The use of a blockchain in our proposed platform
often gets conflated with crypto asset markets due to blockchain's use in those industries as well. Although the Company
does not believe that any reputational harm, loss of financing, stock price volatility, risk of legal proceedings, and/or low
demand for our services will occur as a result of disruptions to and volatility in
the crypto asset markets, the Company could nonetheless potentially be harmed as a result of our proximity to crypto asset markets.

 RISKS RELATING
TO OWNERSHIP OF

ENTERPRISE GROUP, INC. COMMON STOCK

 WE MAY IN THE
FUTURE ISSUE MORE SHARES WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.

 We may issue
further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would,
upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those
new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such
an occurrence would result in a greatly reduced percentage of ownership of our Company by our current stockholders, which could
present significant risks to stockholders.

 WE HAVE AUTHORIZED
AND DESIGNATED A CLASS A PREFERRED SUPER MAJORITY VOTING CONVERTIBLE STOCK, WHICH HAVE VOTING RIGHTS OF 60% OF OUR COMMON STOCK
AT ALL TIMES.

 Class A Preferred
Super Majority Voting Convertible Stock (the "Class A Preferred Stock"), of which 1,000,000 shares of preferred stock
have been authorized for the Class A out of 10,000,000 total preferred shares authorized, and which have super majority voting
rights (60%) over common stock voting at all times. At this time, all shares of the Class A Preferred Stock have been issued to
International Hedge Group, Inc. which is controlled by Mr. Kurczodyna, an officer and director.

 A LIMITED PUBLIC
MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET.

 There is a limited
public market for our common stock, and no assurance can be given that a market will continue or that a shareholder ever will
be able to liquidate his investment without considerable delay, if at all. If a market should continue, the price may be highly
volatile. Factors such as those discussed in the "Risk Factors" section may have a significant impact upon the market
price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect
transactions in our securities. Even if a purchaser finds a broker willing to effect a transaction in our shares, the combination
of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of our shares as collateral for any loans.

 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.

 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 an 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 COMMON STOCK
MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SECURITIES AT OR ABOVE THE PRICE
THAT YOU MAY PAY FOR THE SECURITY.

 Because of the
possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to
sell your securities in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and
because the price for our securities may suffer greater declines because of our price volatility.

 The price of
our common stock that will prevail in the market after this offering may be higher or lower than the price you may pay. Certain
factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not
limited to the following:

 Variations in our quarterly operating
results;

 Loss of a key relationship or failure
to complete significant transactions;

 Additions or departures of key personnel;

 Fluctuations in stock market price
and volume;

 Changes to the Distributed Ledger
Technology industry; and

 Regulatory developments, particularly
those affecting digital shares.

 Additionally,
in recent years the stock market in general, has experienced extreme price and volume fluctuations. In some cases, these fluctuations
are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may
materially and adversely affect our stock price, regardless of our operating performance. In the past, class action litigation
often has been brought against companies following periods of volatility in the market price of those company's common stock.
If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management
attention and resources, which could have a further negative effect on your investment in our stock.

 THE REGULATION
OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.

 We are a "penny
stock" company, as our stock price is less than $5.00 per share. If we are able to obtain an exchange listing for our stock,
we cannot make an assurance that we will be able to maintain a stock price greater than $5.00 per share and if the share price
was to fall to such prices, that we wouldn't be subject to the Penny Stocks rules. None of our securities currently trade
in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited
stockholders. For purposes of the rule, the phrase "accredited stockholders" means, in general terms, institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that
exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule,
the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement
to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently,
the

 rule will affect
the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes
additional regulatory burdens on penny stock transactions.

 In addition,
the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended.
Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and
to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might
develop for them because it imposes additional regulatory burdens on penny stock transactions.

 Stockholders
should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years
from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated
to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.

 Inventory in
penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek
remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in
conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Stockholders may file a complaint
with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally
limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual
economic loss in the account. Stockholders should understand that if a fraud case is filed an against a company in the courts
it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible
for small stockholders.

 That absent
arbitration agreements, specific legal remedies available to stockholders of penny stocks include the following:

 -
 If
 a penny stock is sold to the investor in violation of the requirements listed above,
 or other federal or states securities laws, the investor may be able to cancel the purchase
 and receive a refund of the investment.

 -
 If
 a penny stock is sold to the investor in a fraudulent manner, the investor may be able
 to sue the persons and firms that committed the fraud for damages.

 The fact that
we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading
activity and volume, or result in wide disparities between bid and ask prices. These may cause stockholders significant illiquidity
of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Stockholders will have no effective
legal remedies for these illiquidity issues.

 WE WILL PAY
NO FORESEEABLE DIVIDENDS IN THE FUTURE.

 We have not
paid dividends on our common stock and do not ever anticipate paying such dividends in the foreseeable future. Stockholders whose
investment criteria are dependent on dividends should not invest in our common stock.

 RULE 144 SALES
IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

 All of the outstanding
shares of common stock are held by our present officers, directors, and affiliate stockholders as "restricted securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold
only pursuant to an effective registration statement or under the requirements of

 Rule 144 or
other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides
in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months,
in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock
or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted
securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of two years. A
sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares
of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may
develop.

 OUR STOCKHOLDERS
MAY SUFFER CURRENT OR FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

 There may be
substantial dilution to BlackStar Enterprise Group, Inc. stockholders as a result of future decisions of the Board to issue shares
without shareholder approval for cash, services, or acquisitions.

 Significant
dilution has already occurred related to the conversion of shares from the convertible promissory notes discussed herein. Dilution
is likely to continue for as long as the notes are due.

 WE ARE A REPORTING
COMPANY.

 We are subject
to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration
Statement on Form 10 under Section 12(g) which became effective on or about February 27, 2017. As a result, stockholders will
have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder.
As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect
our ability to generate operating income.

 OUR OTC MARKET
STATUS WAS LOWERED FROM OTCQB TO OTC PINK.

 Due to the low
trading price of the common stock of the Company, we were demoted from the OTCQB to OTC Pink in 2022 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.

 OTC Markets
may choose to downgrade our profile further if we do not maintain adequate proof that we are not, in fact, a shell company.

 BLACKSTAR ELECTRONIC
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, are the same class of common stock and hold the same rights as paper certificated
shares of common stock; the only difference is the format. Digital shares 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.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 NONE.

 ITEM
1C. CYBERSECURITY

 We place the
utmost importance on the security of our systems and the data we will handle once BDTP TM is operational. We plan to
implement a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats as part of
our broader risk management system and processes.

 To identify
and assess risks from cybersecurity threats, we will evaluate a variety of developments including threat intelligence, vulnerabilities
of third parties, including any auditors or consultants who advise on our cybersecurity systems, evolving regulatory requirements,
and observed cybersecurity incidents, among others. We will regularly conduct risk assessments to evaluate the maturity and effectiveness
of our systems and processes in addressing cybersecurity threats and to identify any areas for remediation and opportunities for
enhancements. The results of such assessments will be evaluated by management and reported to our board of directors, and we will
continue to adjust our cybersecurity policies, standards, processes, and practices as necessary.

 Our Board is
responsible for the oversight of risks from cybersecurity threats and directly oversees our cybersecurity policies and practices,
internal controls regarding information security, and compliance with legal and regulatory requirements regarding cybersecurity
risks. The Board receives regular reports and updates on cybersecurity matters from our management, including developments on
existing and new cybersecurity risks and how management is addressing and/or mitigating such risks, cybersecurity and data privacy
incidents (if any), the status of key information security initiatives, vulnerability assessments, as well as on existing and
emerging threat landscapes. Additionally, on at least an annual basis, the Board reviews and discusses with management our policies
and programs with respect to cybersecurity threats.

 We do not have
a dedicated security team, but our Chief Executive Officer monitors the prevention, detection, mitigation, and remediation of
cybersecurity threats and incidents in accordance with our incident response and recovery plans. Threats and incidents that are
identified as potentially significant are promptly reported to the Board.

 While risks
from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are
not reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition,
we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
See "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K for further information regarding cybersecurity
risks.

 ITEM 2. PROPERTIES.

 DESCRIPTION
OF PROPERTIES/ASSETS

 Real Estate

 None

 Oil and
 Gas Properties

 None

 Patents

 See below

 Trademarks

 BlackStar Digital Trading Platform TM,
 BDTP TM, Internet Digital Offering TM, IDO TM, Blockchain Equity Trading TM

 Our
executive offices are located in Boulder, Colorado. We do not own any real property but lease office space. We believe that substantially
all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient
capacity to meet the current needs of our business.

 PATENTS,
TRADE NAMES, TRADEMARKS AND COPYRIGHTS

 On
December 26, 2023, the United States Patent and Trademark Office (USPTO) issued a patent to the Company for a patent application
titled "System and Method for Matching Orders and Immutable Blockchain Ledger for all Customer Trading Activity with Settlement
into the Broker Dealer Ecosystem." The technology claimed in the patent, the BDTP platform, enables trading of common
shares of a public company on a blockchain.

 BlackStar
received a 'Notice of Allowance' from the United States Patent and Trademark Office (USPTO) on February 14, 2024,
for a patent application titled "System and Method for Preparing for a SEC Financial Statement Audit by Recording Corporate
Governance Information on an Immutable Blockchain." The technology claimed in the patent, which generally relates to recording
corporate governance information on a blockchain, helps with the organization of public and private companies preparing for a
financial audit, assists with compliance with rules and regulations of various regulatory authorities (e.g. Securities and Exchange
Commission) and is compatible with use through any U.S. brokerage firm. The audit platform, which is nearing completion of the
development phase, may help advance the transparency of internal corporate governance and controls, contributing to the corporate
accountability movement. The patent is expected to be issued by May 2024.

 Further
patents related to various features of the platform are still pending.

 Either
directly or through our subsidiaries, we may have rights in various patents, trade names, trademarks, copyrights and other intellectual
property necessary to conduct our business. Our services may use the intellectual property of others, including licensed software.
We may occasionally license any future intellectual property to others as we deem appropriate.

 We
regard the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress and
trade secrets as critical to our success. We aggressively protect our intellectual property rights by relying on federal, state
and common law rights in the U.S. and internationally, as well as a variety of administrative procedures. We also rely on contractual
restrictions to protect our proprietary rights in products and services. We routinely enter into confidentiality and invention
assignment agreements with our employees and contractors and nondisclosure agreements with parties with whom we conduct business
to limit access to and disclosure of our proprietary information.

 We
pursue the registration of our domain names, trademarks and service marks in the U.S. Additionally, we have filed U.S. patent
applications covering certain aspects of our proprietary technology. Effective trademark, copyright, patent, domain name, trade
dress and trade secret protection is typically expensive to maintain and may require litigation. We must protect our intellectual
property rights and other proprietary rights in an increasing number of jurisdictions, a process that is expensive and time consuming
and may not be successful.

 We
have registered our core brands as trademarks and domain names in the U.S. If we are unable to register or protect our trademarks
or domain names, we could be adversely affected in any jurisdiction in which our trademarks or domain names are not registered
or protected. We may license, in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to
others.

 ITEM
3. LEGAL PROCEEDINGS.

6, 2023, we were notified of a lawsuit filed in Clark County, NV against the Company by GS Capital ("Plaintiff") regarding
the unavailability of conversion shares relating to the Promissory Note entered into on October 11, 2021 and the remaining principal
balance of $33,682. The Plaintiff is seeking specific performance for the reserve of 700,000,000 shares, or damages in excess
of $15,000, plus interest, costs, and legal fees. At the outset of the case, a temporary restraining order was entered preventing
the Company from trading any shares. As currently postured, Plaintiff seeks specific performance (a mandatory injunction) requiring
the conversion of approximately 257,000,000 shares and possibly additional recovery of legal fees and interest. On February 27,
2024, the Company, through its

 attorneys, filed
an answer to Plaintiff's complaint and counterclaims against Plaintiff. In addition to denying many of the allegations laid
out in the lawsuit, the Company invokes several affirmative defenses that bar Plaintiff's recovery in the action and alleges
that Plaintiff breached the terms of the agreement, including, but not limited to, obtaining the conversion of BlackStar's
stock after the Promissory Note was fully paid off. Amongst other claims, the Company alleges that the Plaintiff acted in bad
faith and in violation of usury laws by recovering an estimated $600,000 in BlackStar stock off of a $60,000 promissory note,
estimated at a roughly 170% interest rate. We seek a judgment in our favor and against Plaintiff, compensatory damages in an amount
to be proven at trial, declaratory relief voiding the agreement as illegal under Section 29(b) of the Securities Act, punitive
damages in an amount to be proven at trial, interest on all damages, and attorneys' fees. We await a response to the counterclaims.

 ITEM
4. MINE SAFETY DISCLOSURE.

 Not applicable.

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common stock
is currently quoted on the OTC Pink under the symbol "BEGI". Because we are quoted on the OTC Pink, our securities
may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise
be obtained if they were listed on a national securities exchange.

 International
Hedge Group, Inc. ("IHG"), our parent company, is our controlling shareholder and is engaged in providing management
services to companies, and, on occasion, capital consulting. IHG's strategy in investing in BlackStar Enterprise Group,
Inc. is to own a controlling interest in a publicly quoted company which has the legal ability and mission to do loan-based funding
of start-up and developed business ventures using its stock for private placement or public offerings. Through anti-dilutive measures,
IHG now owns less than 1% of common shares of BlackStar for the year ended December 31, 2022. IHG and BlackStar are managed and
controlled by the same individuals, but IHG may seek its funding from different and as yet, undetermined sources, with funding
structures of different natures. IHG, through its holding of 100% of the Class A Preferred Stock of BlackStar, has voting control
over BlackStar. Mr. Kurczodyna, through his preferred shares in IHG, has voting control of IHG.

 On
December 18, 2020, IHG filed an amendment to their articles of incorporation designating 1,000,000 of their 20,000,000 authorized
preferred shares to be Class A Preferred Stock and setting forth the Convertible Super Majority Voting Privileges. The IHG Board
of Directors authorized a vote by the disinterested shareholders and a majority of shareholders voted in favor of issuing the
1,000,000 IHG Class A Preferred shares to Mr. Kurczodyna as compensation for services provided to IHG. The holders of the IHG
Class A shall have that number of votes equal to that number of IHG common shares which is not less than 60% of the vote required
to approve any action, and the holders of IHG Class A Preferred may choose to convert the IHG Class A Preferred Stock into shares
of IHG common stock at the rate of one (1) IHG Class A Preferred for two-hundred ten (210) IHG common shares. This was a significant
increase to the control of IHG by Mr. Kurczodyna and he has control of BlackStar Enterprise Group, Inc. through his IHG interest.

tables set forth the high and low bid quotations for our common stock as reported on the OTCQB/OTC Pink for the periods indicated.

 Fiscal
 2023

 Low

 High

 First
 Quarter – ended March 31, 2023

 $

 0.000

 $

 0.001

 Second
 Quarter – ended June 30, 2023

 $

 0.000

 $

 0.001

 Third
 Quarter – ended September 30, 2023

 $

 0.000

 $

 0.001

 Fourth
 Quarter – ended December 31, 2023

 $

 0.000

 $

 0.013

 Fiscal
 2022

 Low

 High

 First
 Quarter – ended March 31, 2022

 $

 0.004

 $

 0.022

 Second
 Quarter – ended June 30, 2022 *

 $

 0.002

 $

 0.011

 Third
 Quarter – ended September 30, 2022

 $

 0.001

 $

 0.004

 Fourth
 Quarter – ended December 31, 2022

 $

 0.001

 $

 0.002

 Fiscal
 2021

 Low

 High

 First
 Quarter – ended March 31, 2021

 $

 0.025

 $

 0.15

 Second
 Quarter – ended June 30, 2021

 $

 0.024

 $

 0.095

 Third
 Quarter – ended September 30, 2021

 $

 0.02

 $

 0.048

 Fourth
 Quarter – ended December 31, 2021

 $

 0.01

 $

 0.039

 * The shares moved from the OTC
QB to the OTC Pink Market on June 30, 2022.

 Holders

 As
of December 31, 2023, there were approximately 351 record holders of 1,544,696,448 shares of our common stock. The Company has
also reserved out of its authorized Common Stock approximately 259,683,053 shares of Common Stock for conversion pursuant to the
convertible promissory notes as of March 29, 2024.

 Dividends

 As of the filing
of this Form 10-K, we have not paid any dividends to stockholders. There are no restrictions which would limit our ability to
pay dividends on common equity or that are likely to do so in the future. The Delaware General Corporation Laws, however, do prohibit
us from declaring dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts
as they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus
the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving
the distribution.

 DESCRIPTION OF SECURITIES

Stock

 The total number
of common shares authorized to be issued by the Company as of December 31, 2023 is 2,000,000,000 common shares with a par value
of $0.001 per share. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share.
A total of 1,544,696,448 common shares are issued and outstanding as of December 31, 2023 and 1,000,000 preferred shares are issued
and outstanding as of December 31, 2023. There are warrants to purchase 173,200 shares of common stock outstanding as of December
31, 2023.

 Common Shares

 All common shares
are equal to each other with respect to voting, liquidation, and dividend rights. Special shareholders' meetings may be
called by the officers or director, or upon the request of holders of at least one-tenth (1/10th) of the outstanding shares. Holders
of shares are entitled to one vote at any shareholders' meeting for each share they own as of the record date fixed by the
board of directors. There is a quorum requirement for shareholders' meetings of one-third of the votes entitled to be cast
on the matter by the voting group. Holders of shares are entitled to receive such dividends as may be declared by the board of
directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution
of assets available for such a distribution to

 shareholders.
Other than as described in the 'Preferred shares' section below, there are no conversion, pre-emptive or other subscription
rights or privileges with respect to any shares. Reference is made to our Certificate
of Incorporation, as amended, and our Bylaws,
both as filed with the Form 10 on December 29, 2016 and incorporated herein by reference, as well as to the applicable statutes
of the State of Delaware for a more complete description of the rights and liabilities of holders of shares. It should be noted
that the board of directors without notice to the shareholders may amend the Bylaws. Our shares do not have cumulative voting
rights, which means that the holders of more than fifty percent (50%) of the shares voting for election of directors may elect
all the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent
(50%) of the shares voting for election of directors may not be able to elect any director.

 Our
common stock is currently quoted on the OTC Pink under the symbol "BEGI". Because we are quoted on the OTC Pink, our
securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might
otherwise be obtained if they were listed on a national securities exchange.

 Preferred shares

31, 2023, we had authorized ten million (10,000,000) shares of Preferred Stock, of which certain shares had been designated as
Class A Preferred Stock.

 Class A Convertible Preferred Stock

 The Certificate
of Incorporation of the Company authorizes the issuance of up to ten million (10,000,000) shares of Preferred Stock, $0.001 par
value per share (herein, "Preferred Stock" or "Preferred Shares"), and expressly vests in the Board of
Directors of the Company the authority provided therein to issue any or all of the Preferred Shares in one (1) or more Class or
classes and by resolution or resolutions to establish the designation and number and to fix the relative rights and preferences
of each Class to be issued. The Board authorized One Million (1,000,000) of the Ten Million (10,000,000) authorized shares of
Preferred Stock of the Company to be designated Class A Preferred Convertible Stock, $0.001 par value per share, and shall possess
the rights and preferences set forth below:

 Rank.
The Class A Preferred Convertible Stock shall rank: (i) senior to any other class or Class of outstanding Preferred Shares or
Class of capital stock of the Company; (ii) prior to all of the Company's Common Stock, ("Common Stock"); and
(iii) prior to any other class or Class of capital stock of the Company hereafter created "Junior Securities"); and
in each case as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary
(all such distributions being referred to collectively as "Distributions").

 Dividends.
The Class A Preferred Convertible Stock shall bear no dividends, except that in the event dividends are declared for common stock,
the same rate of dividend per share shall be due and payable to the Class A Preferred shareholders on the same terms.

 Liquidation
/ Merger Preference.

 (a) So
long as a majority of the shares of Class A Preferred authorized are outstanding, the Company will not, without the written consent
of the holders of at least 51% of the Company's outstanding Class A Preferred, either directly or by amendment, merger,
consolidation, or otherwise: (i) liquidate, dissolve or wind-up the affairs of the Company, or effect any Liquidation Event; (ii) amend,
alter, or repeal any provision of the Certificate of Incorporation or Bylaws in a manner adverse to the Class A Preferred (iii) create
or authorize the creation of, or issue any other security convertible into or exercisable for, any equity security, having rights,
preferences or privileges senior to the Class A Preferred, or (iv) purchase or redeem or pay any dividend on any capital stock
prior to the Class A Preferred, other than stock repurchased from former employees or consultants in connection with the cessation
of their employment/services.

 (b) In
the event of any liquidation, merger, dissolution or winding up of the Company, either voluntary or involuntary, the holders of
shares of Class A Preferred Convertible Stock (each a "Holder" and collectively the "Holders") shall be
entitled to receive, prior in preference to any distribution to Junior Securities, an amount per share equal to $.01 plus any
allocable and due dividends per share.

 (c) Upon
the completion of the distribution required to Class A holders, if assets remain in the Company, they shall be distributed to
holders of Junior Securities in accordance with the Company's Certificate of Incorporation including any duly adopted Certificate(s)
of Designation.

 Conversion Rights:

 The Holders
of the Class A Preferred Convertible Stock shall, individually and collectively, have the right to convert all of their Class
A Preferred Convertible Stock, in one transaction, by electing, in writing, to convert the 1,000,000 shares of Class A Preferred
Stock into shares of Common Stock of the Company, on the basis of 100 common shares for each share of Class A Preferred Stock,
subject to adjustment.

 Adjustment to
Conversion Rate. The conversion price will be subject to adjustments for stock dividends, splits, combinations and similar events
and to Adjustment Due to Merger, Consolidation, Etc. If, prior to the conversion of all Class A Preferred Convertible Stock,
there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result
of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another
class or classes of stock or securities of the Company or another entity or there is a sale of all or substantially all the Company's
assets, then the Holders of Class A Preferred Convertible Stock shall thereafter have the right to receive upon conversion of
Class A Preferred Convertible Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares
of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other assets ("New Assets")
which the Holder would have been entitled to receive in such transaction had the Class A Preferred Convertible Stock been convertible
into New Assets from the date hereof, at the market price of such New Assets on the date of conversion, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holders of the Class A Preferred Convertible Stock to
the end that the provisions hereof (including, without limitation, provisions for the adjustment of the conversion price and of
the number of shares of Common Stock issuable or New Assets deliverable upon conversion of the Class A Preferred Convertible Stock)
shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the
exercise here.

 Redemption
by Company. The Company may, at its sole discretion redeem all or any portion of the Class A Preferred Convertible Stock by
paying in cash by wire transfer the stated value of US $50.00 per share, plus all accrued and unpaid dividends on the Class A
Preferred Convertible Stock to be redeemed, to the Holder pursuant to the Holder's written instructions. The Holders may
convert Class A Preferred Convertible Stock into Common Stock of the Company until such cash has been transmitted to the Holder,
at which time conversion rights shall cease and the Holder shall surrender all redeemed Class A Preferred Certificates to the
Company for cancellation.

 Super Majority
Voting Rights. The record Holders of the Class A Preferred Convertible Stock shall have the right to vote on any matter with
holders of Common Stock and may vote as required on any action, which Delaware law provides may or must be approved by vote or
consent of the holders of the specific Class of voting preferred shares and the holders of common shares. The Record Holders of
the Class A Preferred Shares shall have the right to vote on any matter with holders of common stock voting together as one (1)
class. The Record Holders of the Class A Preferred Shares shall have that number of votes (identical in every other respect to
the voting rights of the holders of other Class of voting preferred shares and the holders of common stock entitled to vote at
any Regular or Special Meeting of the Shareholders) equal to that number of common shares which is not less than 60% of the vote
required to approve any action, which Delaware law provides may or must be approved by vote or consent of the holders of other
Class of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any.

 In 2016,
BlackStar entered into an agreement whereby BlackStar's parent, International Hedge Group, Inc., acquired 44,400,000 shares
of common stock, 1,000,000 shares of our Class A Preferred Super Majority Voting Convertible Stock, and 34,000,000 warrants to
purchase common stock @ $0.05 per share expiring in 3 years (cashless) for capital infusion of $200,000. Joseph E. Kurczodyna
owns the controlling interest of International Hedge Group, Inc., which in turn controls the voting stock of BlackStar.

 As part of management's
ongoing anti-dilutive strategy, 7,289,891 shares of IHG were cancelled as of December 31, 2019. On March 12, 2020, the Company
increased its authorized shares to 700,000,000, par value $0.001.

 On December
18, 2020, Mr. Kurczodyna became the controlling shareholder of IHG through the issuance of preferred super majority voting
shares in IHG. On July 8, 2022, the majority shareholder of the Company submitted written consent to the resolution to
increase the authorized common stock from 700,000,000 to 2,000,000,000, par value $0.001, with an effective date of August 5,
2022.

 There were 1,544,696,448
shares of common stock outstanding, 173,200 warrants issued for common stock, and 1,000,000 Class A Preferred Shares outstanding
(owned by International Hedge Group, Inc.) as of December 31, 2023.

 Options &
Warrants

 Effective December
1, 2016, our Stock Option and Award Plan (the "Stock Incentive Plan") was approved by our Board of Directors. Under
the Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees,
and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of
awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of
each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of
10 million shares of our common stock are subject to the Stock Incentive Plan and may be either a qualified or non-qualified stock
option. The shares issued for the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of December
31, 2023, we have granted no stock options to purchase any shares of our common stock under the Plan.

31, 2023, there are warrants outstanding to purchase 173,200 shares of common stock of the Company as follows:

 Grant
 Purpose

 Grant
 Date

 Number

 Exercise
 Price

 Expiration
 Date

 Vesting

 Private
 placement (common stock)

 4-26-2019

 173,200

 $0.25

 4-26-2024

 100%

 Transfer
Agent

 The transfer
agent for our securities is EQ Shareowner Services, formerly known as Corporate Stock Transfer, with offices at 3200 Cherry Creek
South Drive, Suite 430, Denver, Colorado 80209, Phone (303) 282-4800.

 Securities
Authorized for Issuance Under Equity Compensation Plans.

 None.

 Recent Sales
of Unregistered Securities.

 We have sold
securities in the past two fiscal years without registering the securities under the Securities Act of 1933 as shown in the following
summaries, including transactions occurring to the date of this filing:

 2024

 On January 25,
2024, the Company entered into note agreements with two unrelated individuals as follows:

 $100,000 from
an unrelated individual, repayable one year from date of the note with interest at 11% per annum; and agreed to issue as additional
consideration to the lender 15,000,000 shares of the Company's common stock. At maturity the lender has the option to be
issued, in lieu of cash payment of the outstanding debt, an additional 15,000,000 shares of the Company's common stock as
full satisfaction of the principal loan amount and related unpaid and accrued interest thereon.

 $14,000 from
an unrelated individual, repayable 90 days from date of the note with interest at 11%. At maturity the lender has the option to
be issued, in lieu of cash payment of the outstanding debt, 7,000 shares of the Company's common stock as full satisfaction
of the principal loan amount and related unpaid and accrued interest thereon.

 In 2024, GS
Capital filed notices of conversion and were issued, in three tranches, 195,620,499 shares of the Company's common stock
at a price of $0.00006 per share on their note of October 11, 2021. (See "Item 3. Legal Proceedings" for additional
information related to GS Capital Partners).

 In February
2024, the Company and each of the holders of two loans of $50,000 and $25,000 agreed to extend the maturity of the notes from
February 2024 for a period of ten (10) months to December 2024 with interest continuing to be accrued at 11%. The Company agreed
to issue 7,500,000 shares of common stock to the $50,000 note holder (valued at $12,000 ($0.0016 per share)) and 3,750,000 shares
of common stock to the $25,000 note holder (valued at $7,125 ($0.0019 per share)) as consideration for extending the notes. The
Company will value the shares to be issued based on the per share closing trading prices of the Company's common stock as
of the date of extensions.

 In April 2024,
the Company borrowed $25,000 from an unrelated individual, repayable twelve months from date of the note with interest at 11%
per annum. As consideration for entering into the loan agreement, the Company has agreed to issue 3,750,000 of the Company's
common stock to the lender. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued
interest at 11% and, the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 3,750,000
shares of the Company's common stock as full satisfaction of the principal loan amount and related unpaid and accrued interest
thereon.

 2023

 In March 2023,
the Company borrowed $25,000 from each of two individuals, repayable nine months from date of borrowing with interest at 11% per
annum. At maturity, the Company will repay each of the loans in cash including interest at 11% and an additional 3,750,000 shares
of the Company's common stock to each of the lenders; or will issue each of the lenders 7,500,000 shares of the Company's
common stock in full satisfaction of the principal loan amount of $25,000 and related unpaid and accrued interest thereon. The
Company and the holders executed the agreement 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.

 In
May 2023, the Company borrowed $50,000 from an unrelated individual, repayable nine months from date of borrowing with interest
at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest
at 11% and, in addition, will issue 7,500,000 shares of the Company's common stock to the lender. At maturity the lender
has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 shares of the Company's
common stock as full satisfaction of the principal loan amount of $50,000 and related unpaid and accrued interest thereon. In
February 2024, the Company and the note holder agreed to extend the maturity of the notes to December 2024.
The Company and the holders executed the agreement 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. The Company intends to use the funds to continue limited operations, including
finding a broker-dealer and/or ATS to host the BDTP TM, legal and professional fees, consulting fees, and general and
administrative expenses.

 In May 2023,
the Company borrowed $25,000 from an unrelated individual, repayable nine months from date of borrowing with interest at 11% per
annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and,
in addition, will issue 3,750,000 shares of the Company's common stock to the lender. At maturity the lender has the option
to be issued, in lieu of cash payment of the outstanding debt, an additional 3,750,000 shares of the Company's common stock
as full satisfaction of the principal loan amount of $25,000 and related unpaid and accrued interest thereon. In February 2024,
the Company and the note holder agreed to extend the maturity of the notes to December 2024. The Company and the holders executed
the agreement 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. The Company intends to use the funds to continue limited operations, including

 finding a broker-dealer
and/or ATS to host the BDTP TM, legal and professional fees, consulting fees, and general and administrative expenses.

 On July 1, 2023,
the Board of Directors approved and authorized the issuance of shares of the Company's common stock as follows: 1,000,000
shares each to Directors of the Company; 2,000,000 shares each to new officers of the Company; 1,000,000 shares each to new advisors
of the Company. During the period ended September 30, 2023, the Company issued an aggregate 8,000,000 shares of its common stock
to four individuals, valued at $3,200 ($0.0004 per share), based on the trading price of the Company's common stock as of
the date of grant. The shares were issued for services rendered and the issuance was made by us in reliance upon Section 4(a)(2)
of the Act and under an exemption of Rule 506(b) of Regulation D, or any other such exemptions as the transaction may qualify.
The officers and directors are well known to us and our management, through pre-existing business relationships. The individuals
were provided access to all material information and all information necessary to verify such information and were afforded access
to our management in connection with the issuance. All purchasers of the unregistered securities acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing
such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements
representing such securities, without such securities either being first registered or otherwise exempt from registration in any
further resale or disposition.

 In August 2023,
the Company borrowed $50,000 from an unrelated individual, repayable May 1, 2024 with interest at 11% per annum. At maturity,
the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, will
issue 7,500,000 shares of the Company's common stock to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company and the holders executed the agreement
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. The Company intends to use the funds to continue limited operations, including finding a broker-dealer and/or ATS to
host the BDTP TM, legal and professional fees, consulting fees, and general and administrative expenses. A substantially
similar form of the note is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2019, but with the terms
mentioned herein.

 In September
2023, the Company borrowed $50,000 from an unrelated individual, repayable June 29, 2024 with interest at 11% per annum. At maturity,
the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, will
issue 7,500,000 shares of the Company's common stock to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company and the holders executed the agreement
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. The Company intends to use the funds to continue limited operations, including finding a broker-dealer and/or ATS to
host the BDTP TM, legal and professional fees, consulting fees, and general and administrative expenses. A substantially
similar form of the note is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2019, but with the terms
mentioned herein.

 In November
2023, the Company borrowed $25,000 from an unrelated individual, repayable November 13, 2026 with interest at 5.5% per annum.
At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 5.5% and, in
addition, issued 7,500,000 of the Company's common stock, to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debts, an additional 7,500,000 shares of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company and the holders executed the agreement
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. The Company intends to use the funds to continue limited operations, including finding a broker-dealer and/or ATS to
host the BDTP TM, legal and professional fees, consulting fees, and general and administrative expenses. A substantially
similar form of the note is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2019, but with the terms
mentioned herein.

 In November
2023, the Company borrowed $50,000 and $25,000 from each of two unrelated individuals, repayable May 17, 2025 and August 17, 2024,
with interest at 5.5% and 11% per annum, respectively. At maturity, the Company will repay the face amount of the loans in cash,
including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 and 3,750,000 of the Company's common
stock, respectively, to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of
the outstanding debts, an additional 7,500,000 and 3,750,000 shares of the Company's common stock, respectively, as full
satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company and the holders executed
the agreement 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. The Company intends to use the funds to continue limited operations, including finding a broker-dealer and/or
ATS to host the BDTP TM, legal and professional fees, consulting fees, and general and administrative expenses. A substantially
similar form of the note is attached as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2019, but with the terms
mentioned herein.

 2022

 On February
14, 2022, BlackStar Enterprise Group, Inc. and Sixth Street Lending LLC entered into a convertible promissory note totaling $55,750
and a securities purchase agreement. Details of the promissory note and securities purchase agreement can be found in the Form
8-K and exhibits filed on March 2, 2022. The Company and the holder executed the securities purchase agreement 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. In
August through October 2022, 1800 Diagonal Lending LLC elected to make a conversion of the outstanding principal of $55,750 on
their note of February 14, 2022 and related accrued and unpaid interest of $2,788, in four tranches, into an aggregate 53,250,406
shares of the Company's common stock at prices of $0.0006 to $0.0017 per share under the conversion provision and terms
of the note agreement

 On May 5, 2022,
the Company entered into a financing agreement with 1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC) to borrow $55,750.
Details of the promissory note and securities purchase agreement can be found in the Form
10-Q and exhibits filed on November 21, 2022. The Company and the holder executed the securities purchase agreement 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. In
November and December 2022, the lender elected to make a partial conversion of $32,150 principal due on the note of May 5, 2022
into an aggregate 55,377,648 shares of the Company's common stock at conversion prices of $0.00046 to $0.00078 per share
under the conversion provision and terms of the note agreement. In January and March 2023, 1800 Diagonal Lending LLC elected to
convert, in three tranches, the outstanding principal balance of $23,600 and accrued and unpaid interest thereon of $2,788 due
on their note of May 5, 2022 into 75,643,939 shares of the Company's common stock at prices of $0.00033 to $0.00036 per
share under the conversion provision and terms of the note agreement.

 On August 30,
2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC 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. Details of the promissory note and securities purchase agreement can be found in the Form 10-Q and exhibits filed on November 21, 2022. The Company and the holder executed the securities purchase agreement 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. In
March 2023, 1800 Diagonal Lending LLC elected to make a $7,540 partial conversion of the principal portion of their August 30,
2022 note into 29,000,000 shares of the Company's common stock at a conversion price of $0.00026 per share under the conversion
provision and terms of the note agreement.

 On October 31,
2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC 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. Details of the promissory note and securities purchase agreement can be found in the Form 10-Q and exhibits filed on November 21, 2022. The Company and the holder executed the securities purchase agreement 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.

 Exemption
from Registration Claimed

 Sales and issuances
by us of the unregistered securities listed above were made by us in reliance upon Rule 506 of Regulation D to the individuals
listed above. All of the individuals and/or entities listed above that purchased the unregistered securities were all known to
us and our management, through pre-existing business relationships, as long-standing business associates, friends, and employees.
All purchasers were provided access to all material information, which they requested, and all information necessary to verify
such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered
securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All
certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer
of the certificates or agreements representing such securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition. Each purchaser made written representation under Rule 506 of Regulation
D, including net worth and sophistication. We required written representation that each purchaser who was not an accredited investor,
either alone or with his purchaser representative, had such knowledge and experience in financial and business matters that he/she
was capable of evaluating the merits and risks of the prospective investment, and the issuer reasonably believed (based on written
representations) immediately prior to making any sale that the purchaser came within this description.

or Warrants Issued for Compensation or Services

 Details of past
issuances of shares for services can be found in the annual report on Form
10-K for the year ended December 31, 2016. No issuances for compensation have been made in the past seven fiscal years.

 Exemption
from Registration Claimed

 All of the sales
by us of the unregistered securities listed immediately above were made by us in reliance upon Section 4(a)(2) of the Act. All
of the individuals and/or entities listed above that purchased the unregistered securities were all known to us and our management,
through pre-existing business relationships, as long-standing business associates, friends, and employees. All purchasers were
provided access to all material information, which they requested, and all information necessary to verify such information and
were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired
such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements
representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration
in any further resale or disposition.

 ISSUER PURCHASES
OF EQUITY SECURITIES

 We did not repurchase
any shares of our common stock during the year ended December 31, 2023.

 ITEM
6. RESERVED.

 Not applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 Forward-Looking
Statements and Associated Risks.

 This
Form 10-K 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-K 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.

plan of operation provides information which management believes is relevant to an assessment and understanding of our results
of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This
section includes a number of forward-looking statements that reflect our current views with respect to future events and financial
performance. Certain statements that the Company may make from time to time, including all statements contained in this report
that are not statements of historical fact, constitute "forward-looking statements". Forward-looking statements may
be identified by words such as "plans," "expects," "believes," "anticipates,"
"estimates," "projects," "will," "should," and other words of similar meaning
used in conjunction with, among other things, discussions of future operations, financial performance, product development and
new product launches, market position and expenditures. You should not place undue certainty on these forward-looking statements.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from our predictions.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended
to help you understand our historical results of operations during the periods presented and our financial condition for the years
ended December 31, 2023 and 2022. This MD&A should be read in conjunction with our financial statements as of December 31,
2023 and 2022. See section entitled "Forward-Looking Statements" above.

 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 December 31, 2023, we had an accumulated deficit totaling
$10,421,950. This raises substantial doubts about our ability to continue as a going concern.

 Overview

 BlackStar Enterprise
Group, Inc. (the "Company" or "BlackStar") intends to act as a merchant bank as of the date of these financial
statements. We currently trade on the OTC Pink Sheets under the symbol "BEGI". The Company is 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 though our wholly-owned subsidiary, Blockchain Equity
Management Corp., ("BEMC"), mainly in the areas of blockchain and distributed ledger technologies ("DLT").
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 growth companies." Under no circumstances does the
Company 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 its 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 BEMC. BlackStar, through BEMC, intends to initially control and manage each venture.
Potential ventures for both BlackStar and BEMC will be analyzed using the combined business experience of its executives, with
BEMC 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. BlackStar is currently building a digital equity trading platform in order to trade registered
BlackStar common shares in digital form (DWAC), and intends to use the platform design to provide custom subscription services
to other public companies.

 Recent
Updates – BlackStar's progress in 2023 was focused on thoroughly planning and describing many aspects
of our new proposed line of business of trading common shares on a blockchain through the broker-dealer ecosystem. The Company
is finalizing the marketing plan to promote and roll out the three features of its blockchain platform. The Company plans to offer
its Private Funding and Corporate Governance Blockchain to individual private companies in 2024. The Company's next major
step in its main feature, BlackStar's Digital Trading Platform ("BDTP TM "), will be to engage an
operating partner (a broker-dealer, clearing firm, and/or registered Alternative Trading System ("ATS")) to host the
platform prior to implementation. To that end, the Company is exploring partnerships with broker-dealers and existing ATS's
and other strategies to go live with BDTP TM in accordance with existing laws and regulations. As of the date of this
filing, the core platform of BDTP TM is complete and will remain in the testing phase until we obtain an operating
partner. BlackStar intends to continue to seek further input from various regulatory agencies and others on the functionality
of the BDTP. TM. The BDTP TM 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. During 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. In 2023, BlackStar and Artuova completed a production ready and feature-complete user interface
for our Corporate Governance feature on a blockchain. BlackStar is actively pursuing relationships with various broker-dealers,
clearing firms, and ATS's to complete the final stages, while considering applying for a Broker Dealer or ATS license. During
2021-2022, BlackStar filed with the U.S. Patent and Trademark Office ("USPTO") for patent protection of its proprietary
software. During 2022, BlackStar also filed with U.S. and foreign trademark offices for protection. On December 26, 2023, the
USPTO issued Patent No. US 11,854,080 B2, "System And Method For Matching Orders And Immutable Blockchain Ledger For All
Customer Trading Activity With Settlement Into The Broker Dealer Ecosystem". In February 2024, BlackStar was allowed its
Corporate Governance patent "System and Method for Preparing for a SEC Financial Statement Audit by Recording Corporate
Governance Information on an Immutable Blockchain".

 The Company's
success will be dependent upon its ability to analyze and manage the opportunities presented and is contingent upon successfully
raising funds and ultimately SEC approval of our digital trading platform.

 Currently in
the testing phase, we estimate $100,000 to finalize the integration of the digital platform into the broker-dealer eco system.
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 the case, the Company may alternatively 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 ATS for the operations of the
BDTP 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 managed by Artuova, through our oversight and direction. The software building of additional platforms for
subscriber companies may take as little as 48 hours. We have not yet developed our marketing campaign to seek out these customers,
but plan to do so after securing our operating licensee, anticipated within the next twelve months. We anticipate our Corporate
Governance platform to be subscribed to by US corporations in 2024, with overall expansion of services into the blockchain industry
within the next twelve months.

 Based on our
current cash reserves of approximately $33,550 as of December 31, 2023, and our receipt in 2024 of $139,000 in short term loans,
we estimate to have the cash for an operational budget of approximately four (4) months. We intend to offer a private placement
of preferred shares to investors in order to achieve at least $5,000,000 in funding in the next year to scale our business plan.
We intend to commence this offering in spring of 2024. 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 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, 2023, includes a "going
concern" explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

 We have estimated
$100,000 for each of the first three quarters of 2024 and $150,000 in the fourth quarter of 2024 for operational costs which includes
legal, accounting, travel, general and administrative, audit, rent, telephones and miscellaneous. In the year ended December 31,
2023, we received funding through promissory notes totaling $400,000 being received in net cash proceeds. Thus far in 2024, we
received loans of an aggregate $139,000 in short term loans from three investors, due with interest at 11% per annum.

 Results of
Operations

 Net loss for
the year ended December 31, 2023 was $1,046,983 as compared to $1,225,207 for the year ended December 31, 2022, a decrease of $178,224.
As explained below, most of the loss in 2022 was attributable to non-cash transactions from the issuance of convertible debt and
other financings.

 In 2022, non-cash expenses associated with
convertible debt financings were $522,854 as compared to $7,835 in 2023. Substantially all of the Company's convertible debt
obligations matured in 2022, and the related amortization of discounts on debt issuances and conversion features of the convertible
promissory notes was completed. In 2023, the Company incurred loans of a conventional nature that were used to finance continued
operations, as compared to convertible debt financings utilized in prior years. In 2023, the Company issued common stock, in lieu
of cash payments, valued at $200,432 for loan fees as compared to no issuances for these costs and expenses in 2022. Interest expense
increased by $ 277,832 to $ 496,157 in 2023 as compared to 218,325 in 2022, as
the value of stock issued in 2023 for loan fees is being charged to operations as interest expense. In 2023, the Company
recognized income of $73,833 as forgiveness of debt as the company settled certain of its convertible debt obligations with the
lenders being issued shares of stock for default interest and penalties.

 General and administrative expenses in 2023
were $ 162,297, an increase of $ 100,062 from general and administrative expenses of
$62,235 in 2022. General and administrative costs in 2023 included fees of $111,000 for a media consulting firm which were not
incurred in 2022. Overhead and corporate operational costs were consistent for 2023 and 2022 exclusive of fees for media consulting.

 In 2023, the
Company paid related party management consulting fees to IHG of $128,000 as compared to $294,401 paid in 2022.

 Legal and professional
fees of $326,527 for the year ended December 31, 2023 increased by $199,135 from $127,392 for the year ended December 31, 2022.
During 2023 the Company incurred legal fees for litigation and settlement of issues with convertible debt holders which were not
incurred in prior years, in addition to recurring costs for SEC regulatory and statutory filings matters. Fees for 2022 were predominately
for SEC regulatory and statutory filings, fees for annual audit and quarterly reviews and filings for a Registration Statement
on Form S-1 to register underlying common shares for issuance to investors.

 Liquidity
and Capital Resources

31, 2023, we had a working capital deficit of $1,480,550 and cash of $33,550, as compared to a working capital deficit of $971,295
and cash of $62,085 as of December 31, 2022. The increase in working capital deficit was due primarily to the increase in debt
funding during 2023 as compared to 2022, with substantially all new

 debt issuances
maturing within one year of date of issuance, and the increase in trade payables and accrued expenses of $328,507 from 2022 to
2023. The Company used new and existing fundings to maintain operating activities and complete software development and patent
filings with the USPTO for its digital trading platform. During 2003, the Company used $340,712 of cash for operating activities
as compared to $543,604 of cash for operating activities used in 2022. In 2003, we paid $40,001 in investing activities for software
development and patent costs as compared to $11,634 paid in 2022; and incurred an additional $56,966 and $70,251 in legal fees
for patent costs which amounts are included in accounts payable as of December 31, 2023 and 2022, respectively.

 In 2023, we
received $400,000 in non-convertible debt financing from non-related individuals, of which $325,000 is due within one year of
issuance with interest at 11% per annum, and $75,000 is due from 2025 to 2026 with interest at 5.5% per annum. As consideration
for entering the note agreements in 2023, the Company issued to note holders an aggregate 71,250,000 shares of its common stock,
valued at $266,063. In 2022, substantially all of our funding has been from convertible debt financings. The convertible 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's common stock at a discount to the trading prices of the common
shares of 35% to 40%. During 2022, we issued convertible debt with a face value of $210,250, receiving cash proceeds of $194,750.
In 2023, note holders were issued 845,162,311 shares of common stock for conversion of $200,432 face value of debt and related
accrued interest; and in 2022, note holders were issued 405,010,195 shares of common stock for conversion of $619,211 face value
of debt and related accrued interest and fees. We had a net increase in liquidity from financings of $352,178 in 2023 and $98,784
in 2022. In 2023 and 2022, we issued 56,788,923 ($.00062 per share) and 12,795,700 ($0.0023 per share) shares of common stock
to warrant holders in a cashless exercise of warrants. In 2023, the Company issued, as partial consideration, 25,000,000 shares
of its common stock (valued at $100,000) to a media consulting firm for investor relations services under a six-month agreement
through May 2024.

 While management
of the Company believes 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 proceeds of $400,000 from traditional loans in 2023 and $194,750 from convertible debt
financing in 2022, 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 next twelve months to scale up our current
plan. The Company feels it has sufficient capital to pay expenses and implement our platform of blockchain features in the
second quarter of 2024, with $139,000 in loans received in the first quarter of 2024.

 Any additional
financing 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 may subject us to restrictive covenants and significant
interest costs.

 Going Concern
Consideration

 Our registered
independent auditors have issued an opinion on our financial statements as of December 31, 2023, 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 next
twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we
have not generated any revenues and no revenues are

 anticipated
until our digital trading platform is operational. Accordingly, we must raise capital from sources other than the actual revenue
from issuance of memberships in our digital trading platform.

 Off-Balance
Sheet Arrangements

31, 2023 and 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
under the Securities Act of 1934.

 Contractual
Obligations and Commitments

 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.

 We have made
equity and debt offerings in order to support our growth plans, to date, and may do so in the future.

 There are no
commitments to provide additional funds 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. The principals of the Company
have extensive investment banking backgrounds and have used their resources since the 2016 inception of their management of BlackStar.

 Critical
Accounting Policies

 Our significant
accounting policies are described in the notes to our financial statements as of December 31, 2023 and 2022 and are included elsewhere
in this report.

 ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 We are a smaller
reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under
this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 FINANCIAL
STATEMENTS

 For the years
ended December 31, 2023 and 2022

 REPORT
 OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( PCAOB ID 5041)

 BALANCE
 SHEETS

 STATEMENTS
 OF OPERATIONS

 STATEMENTS
 OF STOCKHOLDERS' DEFICIENCY

 STATEMENTS
 OF CASH FLOWS

 NOTES
 TO FINANCIAL STATEMENTS

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Blackstar Enterprise Group, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Blackstar Enterprise Group, Inc. as of December 31, 2023 and 2022,
the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 /S/
 BF Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2016

 Lakewood,
CO

 April
12, 2024

 F- 1

 CONSOLIDATED
 BALANCE SHEETS

 DECEMBER
 31, 2023 AND 2022

 2023

 2022

 ASSETS

 Current
 Assets

 Cash

 $
 33,550

 $
 62,085

 Total
 current assets

 33,550

 62,085

 Intangibles

 348,652

 241,685

 Total
 Assets

 $
 382,202

 $
 303,770

 LIABILITIES
 & STOCKHOLDERS' DEFICIT

 Current
 liabilities

 Accounts
 payable

 $
 358,001

 $
 97,750

 Accrued
 payables

 247,020

 150,691

 Notes
 payable

 325,000

 —

 Convertible notes payable, net of discounts of $ 0

 and $ 7,835 at December 31, 2023 and 2022

 584,079

 784,939

 Total
 current liabilities

 1,514,100

 1,033,380

 Notes
 payable - long term

 75,000

 —

 Total
 Liabilities

 1,589,100

 1,033,380

 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

 1,544,696,448 and 546,495,214 shares issued and outstanding

 at December 31, 2023 and 2022

 1,544,696

 546,495

 Additional
 paid in capital

 7,666,156

 8,097,862

 stock to be issued

 3,200

 —

 Accumulated
 deficit

 ( 10,421,950
)

 ( 9,374,967
)

 Total
 stockholders' deficit

 ( 1,206,898
)

 ( 729,610
)

 Total
 Liabilities and Stockholders' Deficit

 $
 382,202

 $
 303,770

 The
 accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 CONSOLIDATED
 STATEMENTS OF OPERATIONS

 FOR
 THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022

 Revenue

 $
 —

 $
 —

 Operating expenses

 Legal
 and professional

 326,527

 127,392

 Management
 consulting - related party

 General
 and administrative

 162,297

 62,235

 Total
 operating expenses

 616,824

 484,028

 Other expense (income)

 Amortization
 of discount on convertible notes

 —

 482,348

 Amortization
 of convertible debt issuance costs

 7,835

 40,506

 Forgiveness
 of debt

 ( 73,833
)

 —

 Interest
 expense

 496,157

 218,325

 Other
 expense (income)

 430,159

 741,179

 Net
 (loss)

 $
)

 $
)

 Net (loss) per share - basic and diluted

 $
 ( 0.001
)

 $
 ( 0.01
)

 Weighted average number of common shares

 outstanding - basic and diluted

 968,688,871

 272,030,056

 The
 accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 BLACKSTAR ENTERPRISE GROUP, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022

 Cash Flows From Operating Activities

 Net (loss)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used

 in operating activities

 Amortization of convertible note issue costs

 7,835

 40,506

 Amortization of discounts on convertible notes

 —

 482,348

 Amortization of interest on convertible notes

 —

 19,667

 Stock issued for loan costs and consulting agreement

 366,063

 —

 Stock based compensation

 3,200

 —

 Forgiveness of debt

 ( 73,833
)

 —

 Default provisions on convertible debt

 74,499

 —

 Changes in operating assets and liabilities

 Decrease in prepaids

 —

 5,000

 Increase (decrease) in accounts payable

 193,285

 ( 15,543
)

 Increase in accrued payables

 135,222

 149,625

 Cash used in operating activities

 ( 340,712
)

 ( 543,604
)

 Cash Flows From Investing Activities

 Software and patent costs

 ( 40,001
)

 ( 11,634
)

 Cash used in investing activities

 ( 40,001
)

 ( 11,634
)

 Cash Flows From Financing Activities

 Proceeds from convertible notes, net of offering costs

 and original issue discount

 —

 194,750

 Repayments of notes payable

 ( 47,822
)

 ( 95,966
)

 Cash proceeds from notes

 400,000

 —

 Net cash provided by financing activities

 352,178

 98,784

 Net increase (decrease) in cash

 ( 28,535
)

 ( 456,454
)

 Cash, beginning of period

 62,085

 518,539

 Cash, end of period

 $
 33,550

 $
 62,085

 Supplemental disclosure of non-cash investing

 and financing activities

 Notes payable and interest converted to common stock

 $
 200,432

 $
 619,211

 Forgiveness of debt

 $
 73,833

 $
 —

 Common stock issued for loan costs

 $
 266,063

 $
 —

 Common stock issued for media consulting contract

 $
 100,000

 $
 —

 Cashless exercise of common stock warrant

 $
 56,789

 $
 29,430

 Accounts payable for intangibles

 $
 66,966

 $
 70,251

 Cash paid for interest on debt

 $
 20,606

 $
 10,647

 The accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED
 STATEMENTS OF STOCKHOLDER'S DEFICIT

 FOR
 THE YEARS ENDED DECEMBER 31, 2022 AND 2023

 Stock

 Preferred
 Stock

 Additional
 Paid

 Stock to be

 Accumulated

 Stockholders'

 ($0.001Par)

 ($0.001Par)

 in
 Capital

 Issued

 Deficit

 Deficit

 Balances - December 31,
 2021

 128,689,319

 $

 128,689

 $

 1,000

 $

 7,896,457

 $

 —

 $

 ( 8,149,760

)

 $

 ( 123,614

)

 Shares issued for conversion of notes and interest

 405,010,195

 405,010

 —

 —

 214,201

 —

 619,211

 Shares issued for cashless warrant exercise

 12,795,700

 12,796

 —

 —

 ( 12,796

)

 —

 —

 Net loss

 —

 —

 —

 —

 —

)

)

 Balances - December 31, 2022

 546,495,214

 546,495

 1,000

 8,097,862

 —

 ( 9,374,967

)

 ( 729,610

)

 Shares issued for conversion of notes and interest

 845,162,311

 845,162

 —

 —

 ( 644,730

)

 —

 —

 200,432

 Shares issued for loan costs

 71,250,000

 71,250

 —

 —

 194,813

 —

 —

 266,063

 Shares issued for cashless warrant exercise

 56,788,923

 56,789

 —

 —

 ( 56,789

)

 —

 —

 —

 Shares issued for media consulting

 25,000,000

 25,000

 —

 —

 75,000

 —

 —

 100,000

 Shares to be issued to officers/directors

 —

 —

 —

 —

 —

 3,200

 —

 3,200

 Net loss

 —

 —

 —

 —

 —

 —

)

)

 Balances -
 December 31, 2023

 1,544,696,448

 $

 1,544,696

 $

 1,000

 $

 7,666,156

 $

 3,200

 $

 ( 10,421,950

)

 $

 ( 1,206,898

)

 The
 accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 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. On January 25, 2016, International Hedge Group, Inc. ("IHG") signed an agreement to acquire a 95 % interest
in the Company. IHG was 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 an additional 9 % of the Company's
common stock.

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, Blockchain Equity Management Corp ("BEMC"). 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, Blockchain Industry SRO
Inc. ("BI") in 2017. BI'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
consolidated financial statements include BlackStar and its wholly owned subsidiaries: Blockchain Equity Management Corp. and
Blockchain Industry SRO Inc., and were prepared from the accounts of the Company in accordance with accounting principles generally
accepted in the United States of America (US GAAP). All significant intercompany transactions and balances have been eliminated
on consolidation.

 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 years ended December 31, 2023 and
2022, the Company has generated no revenues and has incurred losses. As of December 31, 2023, the Company had cash of $ 35,550,
negative working capital of $ 1,480,550 and an accumulated deficit of $ 10,421,950. 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.

 F- 6

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Accounting
policies refer to specific accounting principles and the methods of applying those principles to fairly present the Company's
financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed
below include those that management has determined to be the most appropriate in preparing the Company's financial statements
and are not discussed in a separate footnote.

 Cash
and cash equivalents
considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments
with an original maturity of three months or less as cash equivalents. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation ("FDIC") up to $ 250,000. At December 31, 2023 and 2022, the Company had no deposits
in excess of the FDIC insured limits.
 Revenue
recognition
recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the
customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction
price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has
no sources of revenue.
 Basic
and Diluted Loss per Share
computes loss per share in accordance with Accounting Standards Update ("ASU"), Earnings per Share (Topic 260)
 which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic
EPS would exclude any dilutive effects of options, warrants, and convertible securities but does include the restricted shares
of common stock issued. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue
common stock were exercised or converted to common stock. Basic EPS calculations are determined by dividing net income by the
weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by dividing
net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Under current Company
policy the majority stockholder International Hedge Group has and intends to surrender an equivalent number of common shares each
time shares are sold or converted from other instruments. As a result, the EPS is the same for basic and diluted shares.
 Income
Taxes
accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax bases.
maintains a valuation allowance with respect to its deferred tax asset. The valuation allowance is established based upon the
potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position
and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carry-forward period under Federal tax laws.
 Changes
in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the
related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate.

 F- 7

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Carrying
Value, Recoverability and Impairment of Long-Lived Assets
has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company's long
–lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an
asset may not be recoverable.
assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the
related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally
determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets
are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated,
the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance
or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner
or use of assets or in the Company's overall strategy with respect to the manner of use of the acquired assets or changes
in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive
pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes.
The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence
of such events.
 The impairment
charges, if any, are included in operating expenses in the accompanying statements of operations.
 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.

 F- 8

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Fair
Value of Financial Instruments
 The estimated
fair values of financial instruments were determined by management using available market information and appropriate valuation
methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short
maturities.
 Long
Lived Assets
 In accordance
with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts
or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability,
an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
 Stock-based
Compensation
accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires
an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required
to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that
the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide
range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place.
 Original
Issue Discount

 For certain
convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is
recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

 Derivative
Financial Instruments

 Fair value accounting
as required by ASC 815 – Derivatives and Hedging, requires bifurcation of embedded derivative instruments such as certain
convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In
determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible
debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if
there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt,
the Company will continue its evaluation process of these instruments as derivative financial instruments.

 F- 9

 NOTE 3 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Recent
pronouncements
 There
are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board ("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 December 31, 2023 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.

 NOTE
4 – INTANGIBLES

 Intangibles
at December 31, 2023 and 2022 consist of capitalized costs for the Company's proprietary software and patents as follows:

 2023

 2022

 Software

 $
 140,001

 $
 90,000

 Patents

 208,651

 151,685

 $
 348,652

 $
 241,685

 NOTE
5 – STOCKHOLDERS' DEFICIT

 Preferred
Stock

has authorized 10,000,000 preferred shares, with a par value of $ 0.001 per share. 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.

 F- 10

 BLACKSTAR ENTERPRISE GROUP, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 YEARS ENDED DECEMBER 31, 2023 AND 2022

 NOTE
5 – STOCKHOLDERS' DEFICIT (continued)

Stock

 In July
2022, the Company's authorized common stock was increased from 700,000,000 to 2,000,000,000 shares, with an effective date
of the Amendment to the Articles of Incorporation of August 5, 2022. There was no change in the shares outstanding of either the
common stock or preferred stock as a result of the increase.

 During
the year ended December 31, 2022, the Company issued shares of its common stock as follows:

 405,010,195
shares for conversion of $ 619,211 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, the Company did not receive any proceeds from the warrant exercise. The cashless exercise of the warrants
resulted in the cancellation of previously issued warrants to purchase an aggregate of 118,800 shares of common stock.

 During
the year ended December 31, 2023, the Company issued shares of its common stock as follows:

 845,162,311
shares for conversion of $ 200,432 principal and interest on convertible note payable.

 71,250,000
shares valued at $ 266,063 as consideration for financing fees for loans made to the Company.

 25,000,000
shares valued at $ 100,000 ($ 0.004 per share) as partial consideration for a media consulting contract.

 56,788,923
shares for exercise of previously issued warrants at $ 0.0128 per share. The exercise price was revised to $ 0.00062 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, the Company did not receive any proceeds from the warrant exercise. The cashless exercise of the warrants
resulted in the cancellation of previously issued warrants to purchase an aggregate of 148,000 shares of common stock.

Stock to be issued

 On July
1, 2023, the Board of Directors approved a plan for the issuance of shares of the Company's common stock as follows: 1,000,000
shares each to Directors of the Company; 2,000,000 shares each to new officers of the Company; 1,000,000 shares each to new advisors
of the Company. The Board authorized, as of July 1, 2023, the issuance of an aggregate 8,000,000 shares of its common stock under
the approved plan to four individuals, valued at $ 3,200 ($ 0.0004 per share), based on the trading price of the Company's
common stock as of the date of grant. As of December 31, 2023, the shares have not been issued and the Company has charged $ 3,200
as stock based compensation expense and recorded the shares to be issued as common stock to be issued on the accompanying financial
statements.

 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 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 Company recognized
a warrant expense of $ 132,593 at the time of grant of the warrants. At December 31, 2023, 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.

 F- 11

 NOTE
6 – WARRANTS (continued)

 A
summary of warrant activity during the years ended December 31, 2022 and 2023 is presented below:

 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 – December
 31, 2022

 321,200

 $

 0.25

 1.32

 Exercised

 ( 148,000

)

 Expired

 —

 Outstanding and exercisable – December
 31, 2023

 173,200

 $

 0.25

. 33

 NOTE
7 – CONVERTIBLE NOTES

 GS
CAPITAL PARTNERS

 On October
11, 2021, the Company entered into a financing agreement with GS Capital Partners LLC ("GS Capital") to borrow $ 60,000.
The note matured 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 August and October 2022, GS Capital made a partial conversion of $ 20,385
principal and $ 1,446 of accrued and unpaid interest on the note into 27,531,479 shares of the Company's common stock at
a conversion prices of $ 0.0012 to $ 0.00036 per share; in June 2023 made a $ 5,933 partial conversion, in two tranches, of the principal
and accrued interest of $ 1,267 into 59,998,666 shares of the Company's common stock at a conversion price of $ 0.00012 per
share; and in November 2023, issued a notice of conversion for a partial conversion of $ 2,860 principal and $ 865 of accrued and
unpaid interest on the note into 62,084,333 shares of the Company's common stock at a conversion price of $ 0.00006 per share.
In November 2023, the Company made a cash payment of $ 51,197 to GS Capital as full satisfaction of the Company's obligations
under the note agreement, recording the payment to principal of $ 30,822 and accrued interest of $ 20,375. (See Note 12 and 13)

 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.

 F- 12

 NOTE
7 – CONVERTIBLE NOTES (continued)

 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
recorded the conversion feature as a beneficial conversion feature. The fair value of $ 220,000 for the expense portion of the
note was amortized over the original 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. The
Company has recorded interest on the note at the default rate of 24 % from the maturity date of the note through December 31, 2023.

 ADAR
ALEF, LLC

 On April
29, 2021, the Company entered into a financing agreement with Adar Alef, LLC ("Adar Alef") to borrow $ 550,000. The
note matured on April 29, 2022. 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. In February and March 2022, Adar
Alef elected to make a partial conversion of $ 76,500 principal and $ 6,296 of accrued and unpaid interest thereon due on the note,
in three tranches, into an aggregate 21,504,766 shares of the Company's common stock at prices of $ 0.0023 to $ 0.0064 per
share under the conversion provision and terms of the note agreement.

 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.

 In November
2023, Adar Alef issued a notice of conversion for a partial conversion of $ 13,455 principal into 62,100,00 shares of the Company's
common stock at a price of $ 0.0002167 per share under the conversion provision and terms of the note agreement.

 1800
DIAGONAL LENDING LLC

 On May
5, 2022, the Company entered into a financing agreement with 1800 Diagonal Lending LLC ("1800 Diagonal") to borrow
$ 55,750. The note matured 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 price
of the Company's common stock for the previous lowest trading price

 F- 13

 NOTE
7 – CONVERTIBLE NOTES (continued)

 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 43,537,683 shares for conversion. Net proceeds from the loan were $ 52,000, after legal
fees and offering costs of $ 3,750. In November and December 2022, the lender made a partial conversion of $ 32,150 principal due
into an aggregate 55,377,648 shares of the Company's common stock at conversion prices of $ 0.00046 to $ 0.00078 per share
under the conversion provision and terms of the note agreement. During 2023, 1800 Diagonal converted, in three tranches, the outstanding
principal balance of $ 23,600 together with accrued and unpaid interest of $ 2,787 into 75,643,939 shares of the Company's
common stock at conversion prices of $ 0.00033 to $ 0.00036 per share under the conversion provision and terms of the note agreement.

 On August
30, 2022, the Company entered into a financing agreement with 1800 Diagonal to borrow $ 43,750. The note matured 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 price 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. During 2023, 1800 Diagonal converted the total outstanding principal balance of $ 43,750 together with accrued and unpaid
interest of $ 2,788 into 305,250,000 shares of the Company's common stock at conversion prices of $ 0.00013 to $ 0.00026 per
share under the conversion provision and terms of the note agreement.

 On October
31, 2022, the Company entered into a financing agreement with 1800 Diagonal to borrow $ 55,000. The note matured 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 price 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. During 2023, 1800 Diagonal converted, in four tranches, $ 37,200 as partial conversions of the principal portion of the
note into 210,492,308 shares of the Company's common stock at conversion prices of $ 0.00013 to $.0002 per share under the
conversion provision and terms of the note agreement, and paid $ 17,000 to 1800 Diagonal as full satisfaction of the Company's
obligation under the note agreement, recognizing the forgiveness of debt of $ 800 principal and $ 4,581 interest.

 QUICK
CAPITAL LLC

23, 2020, the Company entered into a financing agreement with Quick Capital LLC ("Quick Capital") 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 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.

 F- 14

 NOTE
7 – CONVERTIBLE NOTES (continued)

 In April
2022, Quick Capital 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, 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 has recorded accrued default interest on the note at the
rate of 24 % per annum from May 24, 2021(date of default) on the original loan amount of $ 33,275.

 In November
and December 2022, Quick Capital made a partial conversion of the outstanding amounts due of $ 45,109 into an aggregate 124,978,374
shares of the Company's common stock at conversion prices of $ 0.00030 to $ 0.00045 per share under the conversion provision
and terms of the note agreement. The Company has recorded the conversion amount to accrued and unpaid interest. At December 31,
2022, the accompanying financial statements reflects an outstanding balance due to Quick Capital of $ 33,275 and accrued interest
of $ 3,595.

 During
2023, Quick Capital converted, in two tranches of 4,900,757 and 18,000,000 shares, principal balance of $ 39,322 and accrued and
unpaid interest of $ 27,225 at conversion prices of $ 0.000132 to $ 0.00366 per share under the conversion provision and terms of
the note agreement. Upon delivery of the 18,000,000 shares converted under the second conversion, Quick Capital forgave the outstanding
principal balance of $ 68,451.

 Convertible
notes payable at December 31, 2023 and 2022 are summarized as follows:

 Note
 Holder

 Face

 Interest
 Rate

 Due
 Date

 2023

 2022

 GS
 Capital Partners LLC

 $

 60,000

 %

 October 11, 2022

 —

 $

 39,615

 SE
 Holdings LLC

 $

 220,000

 %

 January 26, 2022

 $

 220,000

 $

 220,000

 Quick
 Capital LLC

 $

 33,275

 %

 July 16, 2021

 —

 $

 33,275

 Adar
 Alef LLC

 $

 550,000

 %

 April 29, 2022

 $

 364,079

 $

 377,534

 1800
 Diagonal Lending LLC

 $

 55,750

 %

 May 5, 2023

 —

 $

 23,600

 $

 43,750

 %

 August 30, 2022

 —

 $

 43,750

 $

 55,000

 %

 October 31, 2022

 —

 $

 55,000

 Discount

 $

 —

 $

 ( 7,835

)

 $

 584,079

 $

 784,939

 F- 15

 NOTE
8 – NOTES PAYABLE

 In March
2023, the Company borrowed $ 25,000 from each of two individuals (an aggregate $ 50,000), repayable nine months from date of borrowing
with interest at 11 % per annum. At maturity, the Company agreed to repay the face amount of each of the loans in cash, including
unpaid and accrued interest at 11 % and, in addition, issued 3,750,000 shares of the Company's common stock to each of the
lenders. At maturity each of the lenders had the option to be issued, in lieu of cash payment of the outstanding debt, an additional
 3,750,000 shares of the Company's common stock in full satisfaction of the principal loan amount of $ 25,000 and related
unpaid and accrued interest thereon. The Company recorded the initial aggregate 7,500,000 common shares issued to the two lenders
at $ 4,500, based on the $ 0.0006 closing trading price of the Company's common stock as of the date of the loan, as a prepaid
expense and amortized the value of the shares as interest expense over the term of the loans. At maturity in December 2023, the
Company and the loan holders agreed to extend the maturity of the notes to September 2024 with interest at 11 % and issued an additional
 3,750,000 shares of the Company's common stock to each of the note holders as consideration for extending the notes. The
Company has recorded the value of the aggregate 7,500,000 shares at $ 75,375, based on the $ 0.01005 closing trading price of the
Company's common stock as of the date of the extension.

 In May
2023, the Company borrowed $ 50,000 and $ 25,000 from two unrelated individuals, repayable nine months from date of borrowings with
interest at 11 % per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued
interest at 11 % and, in addition, will issue 7,500,000 and 3,750,000 shares of the Company's common stock, respectively,
to the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debt, an additional
 7,500,000 and 3,750,000 shares of the Company's common stock, respectively, as full satisfaction of the principal loan amounts
and related unpaid and accrued interest thereon. The Company has recorded the initial aggregate 11,250,000 common shares issued
to the two lenders at $ 4,500, based on the $ 0.0004 closing trading price of the Company's common stock as of the date of
the loans. In February
2024, the Company and the note holders agreed to extend the maturity of the notes to December 2024 (See Note 12).

 In August
2023, the Company borrowed $ 50,000 from an unrelated individual, repayable May 1, 2024 with interest at 11 % per annum. At maturity,
the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11 % and, in addition, will
issue 7,500,000 shares of the Company's common stock to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the 7,500,000 common shares
to be issued to the lender at $ 2,250, based on the $ 0.0003 closing trading price of the Company's common stock as of the
date of the loan.

 In September
2023, the Company borrowed $ 50,000 from an unrelated individual, repayable June 29, 2024 with interest at 11 % per annum. At maturity,
the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11 % and, in addition, will
issue 7,500,000 shares of the Company's common stock to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the 7,500,000 common shares
issued to the lender at $ 1,875, based on the $ 0.00025 closing trading price of the Company's common stock as of the date
of the loan,

 F- 16

 NOTE
8 – NOTES PAYABLE (continued)

6, 2023, the Company borrowed $ 50,000 and $ 25,000 from each of two unrelated individuals, repayable nine months from date of the
notes with interest at 11 % per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid
and accrued interest at 11 % and, in addition, will issue 7,500,000 and 3,750,000 of the Company's common stock, respectively,
to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debts,
an additional 7,500,000 and 3,750,000 shares of the Company's common stock, respectively, as full satisfaction of the principal
loan amounts and related unpaid and accrued interest thereon. The Company has recorded the 11,250,000 common shares issued to
the lender at $ 51,000, based on the $ 0.0045 closing trading price of the Company's common stock as of the date of the loans.

13, 2023, the Company borrowed $ 25,000 from an unrelated individual, repayable November 13, 2026 with interest at 5.5 % per annum.
At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 5.5 % and, in
addition, issued 7,500,000 of the Company's common stock, to the lender. At maturity the lender has the option to be issued,
in lieu of cash payment of the outstanding debts, an additional 7,500,000 shares of the Company's common stock as full satisfaction
of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the 7,500,000 common shares
issued to the lender at $ 40,500, based on the $ 0.0054 closing trading price of the Company's common stock as of the date
of the loan.

17, 2023, the Company borrowed $ 50,000 and $ 25,000 from each of two unrelated individuals, repayable May 17, 2025 with interest
at 5.5 % per annum and August 17, 2024 with interest at 11 % per annum, respectively. At maturity, the Company will repay the face
amount of the loans in cash, including unpaid and accrued interest and, in addition, issued 7,500,000 and 3,750,000 of the Company's
common stock, respectively, to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment
of the outstanding debts, an additional 7,500,000 and 3,750,000 shares of the Company's common stock, respectively, as full
satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the 11,250,000
common shares issued to the lender at $ 86,063, based on the $ 0.00795 closing trading price of the Company's common stock
as of the date of the loans.

 F- 17

 NOTE
9 - INCOME TAXES

 A reconciliation
of the provision for income taxes at the United States federal statutory rate of 21 % and a Colorado state rate of 5 % compared
to the Company's income tax expense as reported at December 31, 2023 and 2022 is as follows:

 Income
 tax valuation allowance

 2023

 2022

 Net
 loss before income taxes

 $

)

 $

)

 Adjustments
 to net loss

 Convertible
 note expense

 7,835

 482,348

 Net taxable income
 (loss)

 ( 1,039,148

)

 ( 742,859

)

 Income tax rate

 %

 %

 Income tax recovery

 270,178

 193,143

 Valuation
 allowance change

 ( 270,178

)

 ( 193,143

)

 Provision
 for income taxes

 $

 —

 $

 —

 The significant
components of deferred income tax assets at December 31, 2023 and 2022 are as follows:

 Components
 of deferred income tax assets

 2023

 2022

 Net
 operating loss carryforward

 $

 4,280,073

 $

 3,240,925

 Valuation allowance

 ( 4,280,073

)

 ( 3,240,925

)

 Net
 deferred income tax asset

 $

 —

 $

 —

 NOTE
10 – 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,
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 years ended December 31, 2023 and 2022 the Company paid related party management
fees to IHG of $ 128,000 and $ 294,401, respectively.

 During the years ended December 31,
2023 and 2022, there were no advances from related parties.

 F- 18

 NOTE
11 - COMMITMENTS AND CONTINGENCIES

6, 2023, the Company was notified of a lawsuit filed in Clark County, NV against the Company by GS Capital regarding the unavailability
of conversion shares relating to the Promissory Note entered into on October 11, 2021 and the remaining principal balance of $ 33,682.
The Plaintiff is seeking specific performance for the reserve of 700,000,000 shares, or damages in excess of $ 15,000, plus interest,
costs, and legal fees. At the outset of the case, a temporary restraining order was entered preventing the Company from trading
any shares. As currently postured, Plaintiff seeks specific performance (a mandatory injunction) requiring the conversion of approximately
 257,000,000 shares and possibly additional recovery of legal fees and interest. On February 27, 2024, the Company, through its
attorneys, filed an answer to Plaintiff's complaint and counterclaims against Plaintiff. In addition to denying many of
the allegations laid out in the lawsuit, the Company invokes several affirmative defenses that bar Plaintiff's recovery
in the action and alleges that Plaintiff breached the terms of the agreement, including, but not limited to, obtaining the conversion
of BlackStar's stock after the Promissory Note was fully paid off. Amongst other claims, the Company alleges that the Plaintiff
acted in bad faith and in violation of usury laws by recovering an estimated $ 600,000 dollars in BlackStar stock off of a $ 60,000
promissory note, estimated at a roughly 170 % interest rate. The Company seeks a judgment in its favor and against Plaintiff, compensatory
damages in an amount to be proven at trial, declaratory relief voiding the agreement as illegal under Section 29(b) of the Securities
Act, punitive damages in an amount to be proven at trial, interest on all damages, and attorneys' fees. The Company awaits
a response to the counterclaims.

 At December
31, 2023 and 2022, there were no legal proceedings against the Company, other than the aforementioned.

 NOTE
12 – SUBSEQUENT EVENTS

 On January
25, 2024, the Company entered into note agreements with two unrelated individuals as follows:

 $ 100,000 from
an unrelated individual, repayable one year from date of the note with interest at 11 % per annum; and agreed to issue as additional
consideration to the lender 15,000,000 shares of the Company's common stock. At maturity the lender has the option to be
issued, in lieu of cash payment of the outstanding debt, an additional 15,000,000 shares of the Company's common stock as
full satisfaction of the principal loan amount and related unpaid and accrued interest thereon.

 $ 14,000 from
an unrelated individual, repayable 90 days from date of the note with interest at 11 %. At maturity the lender has the option to
be issued, in lieu of cash payment of the outstanding debt, 7,000 shares of the Company's common stock as full satisfaction
of the principal loan amount and related unpaid and accrued interest thereon.

 In 2024,
GS Capital filed notices of conversion and were issued, in three tranches, 195,620,499 shares of the Company's common stock
at a price of $ 0.00006 per share on their note of October 11, 2021. (See Notes 7 and 11)

 In February
2024, the Company and each of the holders of two loans of $ 50,000 and $ 25,000 agreed to extend the maturity of the notes from
February 2024 for a period of ten (10) months to December 2024 with interest continuing to be accrued at 11 %. The Company agreed
to issue 7,500,000 shares of common stock to the $ 50,000 note holder (valued at $ 12,000 ($ 0.0016 per share)) and 3,750,000 shares
of common stock to the $ 25,000 note holder (valued at $ 7,125 ($ 0.0019 per share)) as consideration for extending the notes. The
Company will value the shares to be issued based on the per share closing trading prices of the Company's common stock as
of the date of extensions.

 In April
2024, the Company borrowed $ 25,000 from an unrelated individual, repayable twelve months from date of the note with interest at
 11 % per annum. As consideration for entering into the loan agreement, the Company has agreed to issue 3,750,000 of the Company's
common stock to the lender. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued
interest at 11 % and, the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 3,750,000
shares of the Company's common stock as full satisfaction of the principal loan amount and related unpaid and accrued interest
thereon.

has analyzed its operations subsequent to December 31, 2023 through the date that these financial statements were issued, and
has determined that it does not have any additional material subsequent events to disclose.

 F- 19

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 EVALUATION OF
DISCLOSURE CONTROLS & 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 and principal financial
officer as appropriate, to allow timely decisions regarding required disclosure.

 In connection
with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation
of the effectiveness of the design and operation of our company's disclosure controls and procedures. Under the supervision of
our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and
principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2022 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated
Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December
31, 2023. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2023, our disclosure controls
and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting
as discussed below. It is management's responsibility to establish and maintain adequate internal control over financial reporting.

 This annual
report does not include an attestation report of our independent registered public accounting firm regarding our internal control
over financial reporting. Management's report on internal control over financial reporting was not subject to attestation by our
independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor
a larger accelerated filer.

 We have implemented
a framework used by management to evaluate the effectiveness of our internal control over financial reporting, which incorporates
a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization
may arise as the accounting may be reviewed by our auditors.

 Our Management's
assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year, including
a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately
following this paragraph.

 MANAGEMENT'S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 It is Management's
responsibility to establish and maintain adequate internal control over financial reporting. The matters involving internal controls
and procedures that our Company's management considered to be material weaknesses and may have been ineffective under the
standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority
of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written
policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

 Management has
assessed the effectiveness of its internal controls over financial reporting at the end of the most recent fiscal year and has
determined several weaknesses and has determined that its internal controls have not been effective due, in part, to lack of full-time
financial accounting professionals.

 Management believes
that the material weaknesses and ineffectiveness set forth in items (2), (3) and (4) above did not have an effect on our Company's
financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside
directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required
internal controls and procedures may result in our Company's financial statements for the future years being subject to error
and inaccurate if controls, procedures, and professional financial officers are not maintained.

 We are committed
to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent
with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting
function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall
be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight
in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient
written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements
and application of US GAAP and SEC disclosure requirements.

 Management believes
that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside directors on our Company's Board. In addition,
management believes that preparing and implementing sufficient written policies and checklists will remedy the following material
weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and
reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and
knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support our Company if personnel turn over issues within the department occur.
This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company
may encounter in the future.

 Due to insufficient
funds during the year ended December 31, 2023, the Company has been unable to implement many of the remedies to the ineffective
oversight. The Company will continue to implement the changes as laid out above as soon as funds are available to the Company.

 We will continue
to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting
on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary
and as funds allow.

 ITEM
9B. OTHER INFORMATION.

 Rule 10b5-1
Trading Plans

 During the three
months December 31, 2023, none of our directors or officers adopted, materially modified, or terminated any contract, instruction,
or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of
Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

table sets forth information as to persons who currently serve as our directors or executive officers, including their ages as
of December 31, 2023.

 Name

 Age

 Position

 E. Kurczodyna

 Acting
 Chief Executive Officer, Chief Financial Officer and Director

 Robert
 LaPointe, Jr.

 Director

 Our officers
are elected by the board of directors at the first meeting after each annual meeting of our stockholders and hold office until
their successors are duly elected and qualified under our bylaws.

 The directors
named above will serve until the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment
agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant to which
any director or officer was or is to be selected as a director or officer.

22, 2022, the Board accepted the resignation of John Noble Harris as Chief Executive Officer and President of BlackStar Enterprise
Group, Inc., and appointed Joseph E. Kurczodyna as Acting Chief Executive Officer for 90 days or until new Officers are appointed.
Mr. Kurczodyna will also remain Chief Financial Officer.

 Mr. Harris remained
a director until his passing on December 15, 2022.

 BIOGRAPHICAL
INFORMATION

 Joseph E.
Kurczodyna, Chief Executive Officer, Chief Financial Officer and Director

 Working with
various Commodity and Stock brokerage firms in Chicago and Denver Mr. Kurczodyna began his career in 1977 trading Bonds and T-Bill
futures. In the 1980's, he focused on underwriting early-stage companies. As a principle with Mills Financial, a registered
Broker Dealer with the SEC and NASD, he underwrote and syndicated the Western International Gold & Silver (WIGS) in 1984.
In 1991, Mr. Kurczodyna purchased Mills Financial and was the firm's President and General Principle. While leading Mills
Financial, he underwrote and funded several private placements and IPO's. In 1998, Mills was the lead underwriter for United
Financial Mortgage Corp. (UFMC), which was eventually listed on the American Stock Exchange. From 2004 to 2009, Mr. Kurczodyna
was the CEO of Capital Merchant Bank LLC, an independent investment banker. From 2006-2008 he acted as the CFO and Director of
OnMedia International. In 2009, Mr. Kurczodyna founded Patriot Mortgage Acceptance Corp., a private mortgage company. In 2014,
Mr. Kurczodyna was one of the founders of International Hedge Group Inc. (IHG). In 2016, IHG acquired 44,400,000 shares of common
stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group Inc. As of December 31, 2020, IHG owned 4,792,702 shares
of common stock and 1,000,000 Class A Preferred shares in BlackStar Enterprise Group Inc., and Mr. Kurczodyna became the controlling
shareholder of IHG by issuance of super majority voting preferred shares.

 Robert LaPointe,
Jr., Director as of November 22, 2022

 Mr. LaPointe
began his career as an aerospace engineer with Ball Aerospace in 1988, where he remained until his retirement in 2016, though
he continues to work there part time. Mr. LaPointe also served as vice president of a small company, Dataflow Technologies,
that designed data acquisition systems for energy monitoring in buildings from 1982 to 1988. Throughout his career, Mr. LaPointe
also did nuclear research, was in chemical operations at Syntex Corp for production of pharmaceuticals, and has a background in
ranching, farming, and construction. Mr. LaPointe brings to the Company experience in both large and small corporations and his
strengths include scientific research and technology. Mr. LaPointe holds Bachelor of Science in Chemistry and Physiology (Colorado
State University), and a Master of Science in Electrical Engineering (University of Idaho), and is an Army veteran of the Vietnam
war.

 CONFLICTS OF
INTEREST – GENERAL

 There can be
no assurance that management will resolve all conflicts of interest in favor of the Company.

 Our directors
and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other
things, time, efforts and corporation opportunity, involved in participation with such other entities. Consequently, there are
potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and
directors are engaged in other business activities, management anticipates it will devote approximately 30-40 hours per week to
the Company's affairs.

 CONFLICTS OF
INTEREST - CORPORATE OPPORTUNITIES

 Presently no
requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our Company
to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty
of loyalty to our company to disclose to it any business opportunities which come to their attention, in their capacity as an
officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his
involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate
person or business opportunity from any affiliate or any client of any such person.

 Our Board of
Directors has adopted a policy that the Company will not seek a fund of any entity in which any officer or director serves as
an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board
of Directors could elect to change this policy, the Board of Directors has no present intention to do so.

 The members
of the Board and management are also the Board and Management of our parent, International Hedge Group, Inc. ("IHG")
and have ownership and compensation through IHG. IHG may be engaged by client borrowers of our Company to provide consulting services,
and such poses a risk of financial conflict to our Company.

 We expect that
the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an
issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities
may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no
assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering.

 COMMITTEES OF
THE BOARD OF DIRECTORS

 We are managed
under the direction of its board of directors.

 EXECUTIVE COMMITTEE

 We do not have
an executive committee, at this time.

 AUDIT COMMITTEE

 We have formed
a non-independent audit committee in October 2016 to assist the Board in monitoring (1) the integrity of the financial statements
of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence and performance
of the Company's internal and external auditors. Joe Kurczodyna, as

 Chairman, and
John Harris acted as the initial members of the Audit Committee, however it is now the board of directors serving in this role.

 The functions
of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the
independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the
independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and
financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged
by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of
the independent auditors.

 In the absence
of a separate audit committee, our board of directors functions as audit committee and performs some of the same functions of
an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements;
reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration
of the system of internal accounting control.

 ANNUAL MEETING

 The annual meeting
of stockholders is anticipated in the Fall of 2024 and will include the election of directors. The annual meeting will be held
at our principal office or at such other place as permitted by the laws of the State of Delaware and on such date as may be fixed
from time to time by resolution of our board of directors.

 PREVIOUS "BLANK
CHECK" OR "SHELL" COMPANY INVOLVEMENT

 No members of
our management have been involved in previous "blank-check" or "shell" companies.

 Involvement
in Legal Proceedings

 No Executive
Officer or Director of our Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject
of a criminal proceeding that is currently pending.

 No Executive
Officer or Director of our Company is the subject of any pending legal proceedings.

 No Executive
Officer or Director of our Company is involved in any bankruptcy petition by or against any business in which they are a general
partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director
of any business.

 (REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY)

 ITEM
11. EXECUTIVE COMPENSATION.

 Summary of
Executives and Director Compensation Table

table sets forth the compensation paid to our officers from the years ended December 31, 2023, 2022, and 2021.

 SUMMARY EXECUTIVES
COMPENSATION TABLE

 In Dollars

 Name
 & Position

 Year

 Contract
 Payments

 ($)

 (See Footnotes)

 Bonus

 ($)

 Stock
 awards

 ($)

 Option
 awards

 ($)

 Non-equity
 incentive plan compensa-tion

 ($)

 Non-qualified
 deferred compensation earnings

 ($)

 All
 other compensation

 ($)

 Total

 ($)

 Joseph E. Kurczodyna,
 CEO, CFO (4)

 2023

 $

 (5)

 $

 (5)

 2022

 $

 (3)

 $

 (3)

 2021

 $

 344,642

 (1)

 $

 344,642

 (1)

 John Noble Harris,
 CEO (2)

 2022

 $

 (3)

 $

 (3)

 2021

 $

 344,642

 (1)

 $

 344,642

 (1)

 All Current Executive
 Officers

 2022

 $

 (5)

 $

 (5)

 ___________

 (1)

 Management collectively,
 through IHG, was paid consulting fees of $344,642 for the year ended December 31, 2021.

 (2)

 as an officer and director effective November 22, 2022. Mr. Kurczodyna was appointed CEO on the same date.

 (3)

 Management collectively,
 through IHG, was paid consulting fees of $294,401 for the year ended December 31, 2022.

 (4)

 as an officer and director effective November 22, 2022. Mr. Kurczodyna was appointed CEO on the same date.

 (5)

 Management collectively,
 through IHG, was paid consulting fees of $128,000 for the year ended December 31, 2023.

 Management
fees as of December 31, 2023

 IHG, 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 year ended December 31, 2023, the Company recorded related party management fees
of $128,000.

 Employment
Contracts and Termination of Employment and Change-in-Control Arrangements

 There are no
employment contracts, compensatory plans or arrangements, including payments to be received from us,

 with respect
to any of our directors or executive officers which would in any way result in payments to any such person because of his or her
resignation, retirement or other termination of employment with us. These agreements do not provide for payments to be made as
a result of any change in control of us, or a change in the person's responsibilities following such a change in control. Our
Company entered into a Management Consulting Agreement with our parent company, IHG, on December 1, 2017. The agreement is attached
as Exhibit 10.1 to the Amend. No.
1 to the Form 10-K for the year ended December 31, 2017. The term of the agreement is until terminated with 30 days prior notice.
We agreed to pay IHG $25,000 for services occurring in 2017, payable as cash, stock, or both upon mutual agreement. We will limit
expenses of IHG pursuant to the allocations made in the budget, and all reasonable pre-approved out-of-pocket expenses actually
incurred by IHG on behalf of the Company will be reimbursed. IHG agreed to assist the Company in all filing necessary to be a
fully reporting public company, assist the Company in public relations, evaluate candidates for the portfolio of companies in
merchant banking, establish new contacts for the Company and develop proposals and deals to capture revenues, and assist the Company
in their capital funding strategy. IHG have continued to consult for the Company and for their services, they have been paid $128,000
and $294,401 for the years ended December 31, 2023 and 2022, respectively.

 Compensation
Committee Interlocks and Insider Participation

 Our board of
directors in our entirety acts as the compensation committee for BlackStar Enterprise Group, Inc.

 DIRECTOR COMPENSATION

table sets forth certain information concerning compensation paid to our directors for services as directors, but not including
compensation for services as officers reported in the "Summary Executives' Compensation Table" during the years
ended December 31, 2023, 2022, and 2021.

 Name

 Year

 Fees
 earned or paid in cash

 ($)

 Stock
 awards

 ($)

 Option
 awards ($)

 Non-equity
 incentive plan compensation ($)

 Non-qualified
 deferred compensation earnings

 ($)

 All
 other compensation ($)

 Total

 ($)

 E. Kurczodyna,

 2023

 $

 Director

 2022

 $

 2021

 $

 Robert LaPointe,
 Jr. Director (1)

 2023

 $

 2022

 $

 John Noble Harris,

 2022

 $

 Director (2)

 2021

 $

 All
 Current Directors

 2023

 $

 _______

 (1)

 Mr. LaPointe was
 elected director effective November 22, 2022.

 (2)

 as an officer and director effective November 22, 2022.

 The term of
office for each Director is one (1) year, or until his/her successor is elected at our annual meeting and qualified. The term
of office for each of our Officers is at the pleasure of the Board of Directors.

 The Board of
Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to
the Board of Directors was neither independently made nor negotiated at arm's length.

 At this time,
our Directors do not receive cash compensation for serving as members of our Board of Directors. On July 1, 2023, the Board of
Directors approved a plan for the issuance of shares of the Company's common stock as

 follows: 1,000,000
shares each to Directors of the Company; 2,000,000 shares each to new officers of the Company; 1,000,000 shares each to new advisors
of the Company. The Board authorized, as of July 1, 2023, the issuance of an aggregate 8,000,000 shares of its common stock under
the approved plan to four individuals, valued at $3,200 ($0.0004 per share), based on the trading price of the Company's
common stock as of the date of grant. As of December 31, 2023, the shares have not been issued and the Company has charged $3,200
as stock based compensation expense and recorded the shares to be issued as common stock to be issued on the accompanying financial
statements.

 Limitation
on Liability and Indemnification

 We are a Delaware
corporation. The Delaware General Corporation Laws (DGCL) provides that the articles of incorporation of a Delaware corporation
may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for
monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the corporation or our stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section
78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper
personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our company'
or our stockholders for monetary damages to the fullest extent provided by the DGCL.

 The DGCL provides
that a Delaware corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal
or informal (a "Proceeding"), in which he or she was a party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation's
articles of incorporation. Our articles of incorporation do not contain any such limitation.

 The DGCL provides
that a Delaware corporation may indemnify a person made a party to a Proceeding because the person is or was a director against
any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or
herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation,
that the person's conduct was in the corporation's best interests and, in all other cases, his or her conduct was
at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no
reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporation and bylaws allow for such indemnification.
A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived
an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged
liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding
by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

 The DGCL, unless
otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or
agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent,
if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors
or stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees,
fiduciaries and agents to the full extent permitted by Delaware law.

 Our articles
of incorporation also provide that we may purchase and maintain insurance on behalf of any person who is or was a director or
officer of our company or who is or was serving at our request as a director, officer or agent of another enterprise against any
liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such,
whether or not we would have the power to indemnify him or her against such liability.

 EQUITY COMPENSATION
PLAN INFORMATION

 Key Employees
Stock Compensation Plan

 Effective December
1, 2016, our Stock Option and Award Plan (the "Stock Incentive Plan") was approved by our Board of Directors. Under
the Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees,
and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of
awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of
each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of
10 million shares of our common stock are subject to the Stock Incentive Plan and may be either a qualified or non-qualified stock
option. The shares issued for the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of December
31, 2023, we have granted no stock options to purchase any shares of our common stock under the Plan.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

table sets forth information with respect to the beneficial ownership of our outstanding common stock by:

 each person who
 is known by us to be the beneficial owner of five percent (5%) or more of our common stock;

 our executive officers,
 and each director as identified in the "Management — Executive Compensation" section; and

 all of our directors
 and executive officers as a group.

 Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable
or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to
be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage
ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other
person.

 The information
below is based on the number of shares of our common stock that we believe was beneficially owned by each person or entity as
of December 31, 2023.

 (REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY)

 OFFICERS
AND DIRECTORS

 Title
 of Class

 Name
 of Beneficial Owner (1)

 and Nature of Beneficial Owner

 Percent
 of Class Outstanding (2)(4)(5)

 Number
 of Shares & Warrants if fully exercised

 Percent
 of Class including Warrants

 Common Stock

 Joseph E. Kurczodyna,

 Chief Executive Officer, Chief Financial Officer and Director (3)(4)

 0.52

 %

 0.52

 %

 Class A Preferred
 Convertible Stock

 Joseph E. Kurczodyna,

 Chief Executive Officer, Chief Financial Officer and Director (3)(4)

 %

 N/A

 N/A

 Common Stock

 Robert LaPointe,
 Jr., Director (7)

 342,593

 0.02

 %

 342,593

 0.02

 %

 Common Shares

 All Directors and
 Executive Officers as a Group (2 persons)

 9,461,962

 0.54

 %

 9,461,962

 0.54

 %

 Preferred

 All Directors and
 Executive Officers as a Group (2 persons)

 %

 N/A

 N/A

 (1)

 The address of each
 person listed above, unless otherwise indicated, is c/o BlackStar Enterprise Group, Inc., 4450 Arapahoe Ave., Suite 100, Boulder,
 CO 80303.

 (2)

 Based upon 1,740,638,147
 common shares issued and outstanding on a fully diluted basis. (Does not include conversion rights of Class A Preferred
 Super Majority Voting Convertible Stock held by International Hedge Group, Inc., or any shares reserved under convertible
 notes).

 (3)

 Mr. Kurczodyna and
 the estate of Mr. Harris are an individual and an estate owning and/or controlling International Hedge Group, Inc. and deemed
 beneficial owners. Mr. Harris passed away on December 15, 2022.

 (4)

 International Hedge
 Group, Inc. ("IHG"), the estate of Mr. Harris, and Mr. Kurczodyna are shown collectively as each own significant
 IHG common shares. IHG also controls voting of the BlackStar Class A Super Majority Voting Preferred stock which votes 60%
 of the common at all times. Mr. Kurczodyna additionally has control of IHG through IHG Class A Super Majority Voting Preferred
 shares.

 (5)

 Including other
 affiliate companies of the estate of Mr. Kurczodyna. Mr. Kurczodyna owns 2,884,445 shares personally and 1,442,222 through
 an affiliated company, for a total of 4,326,667 (0.25%), not including ownership in IHG. Mr. Kurczodyna additionally has control
 of IHG through IHG Class A Super Majority Voting Preferred shares.

 (6)

 as an officer and director of the Company as of November 22, 2022.

 (7)

 Mr. LaPointe
 was elected a director of the Company effective November 22, 2022.

 GREATER THAN
5% STOCKHOLDERS

 Title
 of Class

 Name
 of Beneficial Owner (1)

 and Nature of Beneficial Owner

 Percent
 of Class Outstanding (2)(4)(5)

 Number
 of Shares & Warrants if fully exercised

 Percent
 of Class including Warrants

 Stock

 International
 Hedge Group, Inc. (4)

 4,792,702

 0.28

 %

 4,792,702

 0.28

 %

 Class A Preferred
 Convertible Stock

 International Hedge
 Group, Inc. (4)

 %

 N/A

 N/A

 Common Stock

 Estate of John Noble
 Harris,

 Former Chief Executive Officer and Director (3)(4)(6)

 0.52

 %

 0.52

 %

 Class A Preferred
 Convertible Stock

 Estate of John Noble
 Harris,

 Former Chief Executive Officer and Director (3)(4)(6)

 %

 N/A

 N/A

 Common Stock

 Joseph E. Kurczodyna,

 Chief Executive Officer, Chief Financial Officer and Director (3)(4)

 0.52

 %

 0.52

 %

 Class
 A Preferred Convertible Stock

 E. Kurczodyna,

 Chief Executive Officer, Chief Financial Officer and Director (3)(4)

 %

 N/A

 N/A

 Total

 13,446,036

 0.77

 %

 13,446,036

 0.77

 %

 Total
 Class A Preferred Convertible Stock

 %

 %

 _________________

 (1)

 The address of each
 person listed above, unless otherwise indicated, is c/o BlackStar Enterprise Group, Inc., 4450 Arapahoe Ave., Suite 100, Boulder,
 CO 80303.

 (2)

 Based upon 1,740,638,147
 shares issued and outstanding on a fully diluted basis. (Does not include conversion rights of Class A Preferred Super
 Majority Voting Convertible Stock held by International Hedge Group, Inc., or any shares reserved under convertible
 notes).

 (3)

 The estate of Mr.
 Harris and Mr. Kurczodyna are an entity and individual owning and controlling International Hedge Group, Inc. and deemed beneficial
 owners. Mr. Harris passed away on December 15, 2022.

 (4)

 International Hedge
 Group, Inc. ("IHG"), the estate of Mr. Harris, and Mr. Kurczodyna are shown collectively as they jointly own IHG.
 IHG also controls voting of the BlackStar Class A Super Majority Voting Preferred stock which votes 60% of the common at all
 times. Mr. Kurczodyna additionally has control of IHG through IHG Class A Super Majority Voting Preferred shares.

 (5)

 Including other
 affiliate companies of the estate of Mr. Harris and Mr. Kurczodyna. The estate of Mr. Harris owns 2,884,445 shares and 1,442,222
 through an affiliated company, for a total of 4,326,667 (0.25%), not including ownership in IHG. Mr. Kurczodyna owns 2,884,445
 shares personally and 1,442,222 through an affiliated company, for a total of 4,326,667 (0.25%), not including ownership in
 IHG. Mr. Kurczodyna additionally has control of IHG through IHG Class A Super Majority Voting Preferred shares.

 (6)

 as an officer and director of the Company as of November 22, 2022.

 Rule 13d-3 under
the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a
beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power
with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the
right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant
or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges
are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such
person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any
other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable
likelihood of being

 "in the
money" within the next sixty days. Please note that all convertible notes outstanding contain provisions prohibiting the
holders from converting if their ownership would become greater than 4.99%.

 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END

 We adopted a
Stock Option and Award Plan on December 1, 2016. We have authorized 10,000,000 shares of common stock to be available for the
Plan. We have granted no options exercisable for shares of our common stock under the Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 We have not
entered into any transaction in past two years, nor are there any proposed transactions in which any of the founders, directors,
executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or
indirect material interest.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 We were billed
fees for professional services by our principal independent accountants of approximately $47,500 and $34,600 for the audit of
our annual financial statements and for the review of our unaudited quarterly financial statements for the fiscal years ended
December 31, 2023 and 2022, respectively.

 During the fiscal
years ended December 31, 2023 and 2022, we did not incur any other fees for professional services rendered by our principal independent
accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or
valuation services.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

exhibits are incorporated into this Form 10-K Annual Report:

 Exhibit
 No.

 Description

 3(i).1

 of Incorporation of NPI08, Inc. – filed December 17, 2007 [1]

 3(i).2

 of Amendment of BlackStar Energy Group, Inc. – name change to BlackStar Enterprise Group, Inc. filed July 14, 2016 [1]

 3(i).3

 of Amendment filed August 25, 2016 [1]

 3(i).4

 of Correction filed August 25, 2016 [1]

 3(i).5

 Articles
 of Incorporation for Crypto Equity Management Corp. [2]

 3(i).6

 Articles
 of Incorporation for Crypto Industry SRO Inc. [3]

 3(i).7

 of Amendment filed March 12, 2020 [6]

 3(i).8

 Articles
 of Amendment - Blockchain Equity Management Corp. [7]

 3(i).9

 Articles
 of Amendment – Blockchain Equity SRO Inc. [7]

 3(ii).1

 Bylaws
 of BlackStar Enterprise Group, Inc. [1]

 10.1

 Management
 Consulting Agreement – BlackStar Enterprise Group, Inc. and International Hedge Group, Inc., December 1, 2017 [4]

 10.2

 Warrant
 to Purchase Digital Shares of Common Stock – BlackStar Enterprise Group, Inc. [4]

 10.3

 Warrant
 to Purchase Shares of Common Stock – Crypto Equity Management Corp.
 [4]

 10.4

 Agreement
 with Solidgreen Software, LLC [5]

 10.5

 SAFE
 for BlackStar Digital Equities [5]

 21.1

 Subsidiaries

 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

 Inline

 101.SCH

 Taxonomy Extension Schema Document

 101.CAL

 Taxonomy Extension Calculation Linkbase Document

 101.DEF

 Taxonomy Extension Definition Linkbase Document

 101.LAB

 Taxonomy Extension Label Linkbase Document

 101.PRE

 Taxonomy Extension Presentation Linkbase Document

 Cover

 ____________________________

 [1]

 by reference from the exhibits included in the Company's Registration Statement No. 000-55730 on Form 10-12g filed with
 the Securities and Exchange Commission (www.sec.gov), dated December 28, 2016, as amended.

 [2]

 by reference from the exhibits included in the Company's Form 8-K filed with the Securities and Exchange Commission
 (www.sec.gov), dated October 10, 2017.

 [3]

 by reference from the exhibits included in the Company's Form 8-K filed with the Securities and Exchange Commission
 (www.sec.gov), dated March 1, 2018.

 [4]

 by reference from the exhibits included in the Company's Form 10-K/A filed with the Securities and Exchange Commission
 (www.sec.gov), dated July 3, 2018.

 [5]

 by reference from the exhibits included in the Company's Form 10-K/A-2 filed with the Securities and Exchange Commission
 (www.sec.gov), dated September 5, 2018.

 [6]

 by reference from the exhibits included in the Company's Form 10-K filed with the Securities and Exchange Commission
 (www.sec.gov), dated May 12, 2020.

 [7]

 by reference from the exhibits included in the Company's Form S-1/A filed with the Securities and Exchange Commission
 (www.sec.gov), dated May February 13, 2023.

 ITEM
16. FORM 10-K SUMMARY

 Not Applicable.

 SIGNATURES

 Pursuant to
the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 /s/
 Joseph E. Kurczodyna

 April
 15, 2024

 E. Kurczodyna

 (Chief
 Executive Officer/ Principal Executive Officer)

 /s/
 Joseph E. Kurczodyna

 April
 15, 2024

 E. Kurczodyna

 (Chief
 Financial Officer/Principal Financial Officer/Principal Accounting Officer)

 Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

 /s/
 Joseph E. Kurczodyna

 April
 15, 2024

 E. Kurczodyna, Director

 /s/
 Robert LaPointe, Jr.

 April
 15, 2024

 Robert
 LaPointe, Jr., Director

 0.001 0.01 272030056 968688871

 6210000

 false FY 0001483646 true NONE N/A

 2023-06-30

 2024-03-29

 us-gaap: PreferredStockMember

 begi: CommonStockToBeIssuedMember

 begi: CommonStockToBeIssuedMember

 us-gaap: PreferredStockMember

 begi: CommonStockToBeIssuedMember

 us-gaap: PreferredStockMember

 begi: CommonStockToBeIssuedMember

 2016-01-25

 2016-01-25

 us-gaap: SeriesAPreferredStockMember

 2016-01-25

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: ComputerSoftwareIntangibleAssetMember

 us-gaap: PatentsMember

 us-gaap: PatentsMember

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 2022-07-31

 2022-07-31

 begi: ConvertibleNotePayableMember
 begi: CommonStockForConversionMember

 begi: ConvertibleNotePayableMember
 begi: CommonStockForConversionMember

 begi: MediaConsultingMember

 begi: MediaConsultingMember

 srt: DirectorMember

 begi: NewOfficersMember

 begi: NewAdvicersMember

 srt: BoardOfDirectorsChairmanMember

 2019-04-30
 2019-04-30

 2019-04-30

 2020-12-31

 2021-01-01

 begi: ExercisedMember

 begi: ExpiredMember

 begi: ExercisedMember

 begi: ExpiredMember

 2021-10-11

 2022-10-11

 2022-10-01
 2022-10-11

 2022-08-01

 2022-10-01

 2023-06-30

 2023-06-01
 2023-06-30

 2023-11-01
 2023-11-30

 2023-11-30

 2021-01-01
 2021-01-26

 2021-01-26

 2021-04-29

 2021-04-01
 2021-04-29

 2022-02-01
 2022-02-28

 2022-03-01
 2022-03-31

 2022-02-28

 2022-03-31

 2022-02-28

 2022-03-31

 2022-04-01
 2022-04-27

 2022-04-27

 2022-06-01
 2022-06-30

 2022-07-01
 2022-09-30

 2022-09-30

 2023-11-01
 2023-11-30

 2023-11-30

 2022-05-01

 2022-05-01

 2022-08-01

 2022-10-01

 2020-11-23

 2020-11-01
 2020-11-23

 2022-04-30

 2022-04-01
 2022-04-30

 2022-11-01
 2022-11-30

 2022-12-01

 2022-11-30

 2022-11-30

 begi:tranchesOneMember

 begi:tranchesTwoMember

 begi: DiagonalLendingLLCTwoMember

 begi: DiagonalLendingLLCTwoMember

 begi: DiagonalLendingLLCTwoMember

 begi: DiagonalLendingLLCThreeMember

 begi: DiagonalLendingLLCThreeMember

 begi: DiagonalLendingLLCThreeMember

 begi:lendersMember

 begi: PrincipalLoanMember

 begi: TwoLendersMember

 begi: TwoLendersMember

 2023-08-31

 2023-08-31

 2023-08-31
 2023-08-31

 2023-09-30

 2023-09-30

 2023-09-30
 2023-09-30

 begi: IHGMember

 begi: IHGMember

 begi: LoanOneMember

 begi: LoanTwoMember

 begi: LoanTwoMember

 2024-04-30

 2024-04-30
 2024-04-30

 2024-04-30

 2023-10-01