BEGI BlackStar Enterprise Group Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

 

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

 

[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

 

Commission file number: 000-55730

 

BLACKSTAR ENTERPRISE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		27-1120628
(State of Incorporation)		(IRS Employer ID Number)

 

4450 Arapahoe Ave., Suite 100, Boulder, CO 80303

(Address of principal executive offices)

 

(303) 500-3210

(Registrant’s Telephone number)

 

______________________________

 

(Former Address and phone of principal executive offices)

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

 

Yes

[X]

No

[  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for 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

[X]

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	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

 

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 to Section 7(a)(2)(B) of the Securities Act. [X] 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

[  ]

No

[X]

 

Indicate the number of share outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of June 28, 2024, there were 1,740,316,947 shares of the registrant’s common stock, $0.001 par value, issued and outstanding, not including shares reserved for conversion of notes.

 

 

  

 

TABLE OF CONTENTS

 

 

		Page
	PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets – December 31, 2023 and March 31, 2024	3
	Consolidated Statements of Operations – Three months ended March 31, 2024	4
	Consolidated Statements of Stockholder’s Deficit – Three months ended March 31, 2024	5
	Consolidated Statements of Cash Flows – Three months ended March 31, 2024	6
	Notes to the Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	17
Item 4.	Controls and Procedures	17
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors – Not Applicable	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities – Not Applicable	19
Item 4.	Mine Safety Disclosure – Not Applicable	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2024 AND DECEMBER 31, 2023
		2024				2023
		(Unaudited)				(Audited)
ASSETS
Current Assets
Cash		$	17,433			$	33,550
Total current assets			17,433				33,550
Intangibles			358,653				348,652
Total Assets		$	376,086			$	382,202
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	671,424			$	358,001
Accrued payables			293,492				247,020
Notes payable, net of discount of $35,800 (2024)			403,200				325,000
Convertible notes payable			584,079				584,079
Total current liabilities			1,952,195				1,514,100
Notes payable - long term			75,000				75,000
Total Liabilities			2,027,195				1,589,100
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
1,740,316,947 and 1,544,696,448  shares issued and outstanding
at  March 31, 2024 and December 31, 2023			1,740,317				1,544,696
Additional paid in capital			7,482,271				7,666,156
Common stock to be issued			46,325				3,200
Accumulated deficit			(10,921,022	)			(10,421,950	)
Total stockholders’ deficit			(1,651,109	)			(1,206,898	)
Total Liabilities and Stockholders’ Deficit		$	376,086			$	382,202
The accompanying notes are an integral part of these consolidated financial statements.

 

BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
		2024				2023
Revenue		$	—			$	—
Operating expenses
Legal and professional			363,253				44,652
Management consulting - related party			47,000				31,500
General and administrative			23,285				12,252
Total operating expenses			433,538				88,404
Other expense (income)
Amortization of convertible debt issuance costs			—				3,390
Interest expense			65,534				25,410
Other expense (income)			65,534				28,800
Net (loss)		$	(499,072	)		$	(117,204	)
Net  (loss) per share - basic and diluted		$	(0.0003	)		$	(0.0002	)
Weighted average number of common shares
outstanding - basic and diluted			1,639,548,083				597,028,323
The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
		Common Stock								Preferred Stock
		Shares				Amount				Shares				Amount				Additional Paid in Capital				Common Stock to be Issued				Accumulated Deficit				Stockholders’ Deficit
Three Months Ended March 31, 2024
Balances - December 31, 2023			1,544,696,448			$	1,544,696				1,000,000			$	1,000			$	7,666,155			$	3,200			$	(10,421,950	)		$	(1,206,898	)
Shares issued for debt extinguishment			195,620,499				195,621				—				—				(183,884	)			—				—				11,737
Shares to be issued for loan extension			—				—				—				—				—				19,125				—				19,125
Shares to be issued for loan costs			—				—				—				—				—				24,000				—				24,000
Net loss			—				—								—				—				—				(499,072	)			(499,072	)
Balances - March 31, 2024			1,740,316,947			$	1,740,317				1,000,000			$	1,000			$	7,482,271			$	46,325			$	(10,921,022	)		$	(1,651,109	)
Three Months Ended March 31, 2023
Balances - December 31, 2022			546,495,214			$	546,495				1,000,000			$	1,000			$	8,097,862			$	—			$	(9,374,967	)		$	(729,610	)
Shares issued for conversion of notes and interest			104,643,939				104,644				—				—				(70,717	)			—				—				33,927
Shares to be issued for notes payable			—				—				—				—				—				4,500				—				4,500
Net loss			—				—				—				—				—				—				(117,204	)			(117,204	)
Balances - March 31, 2023			651,139,153			$	651,139				1,000,000			$	1,000			$	8,027,145			$	4,500			$	(9,492,171	)		$	(808,387	)
The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

BLACKSTAR ENTERPRISE GROUP, INC.
CONSOLIDATED  STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
		2024				2023
Cash Flows From Operating Activities
Net (loss)		$	(499,072	)		$	(117,204	)
Adjustments to reconcile net loss to net cash used
in operating activities
Amortization of convertible note issue costs			—				3,390
Amortization of note discount			7,325				—
Interest paid in stock			11,737				491
Changes in operating assets and liabilities
Increase  in accounts payable			313,422				19,924
Increase  in accrued interest payable			46,472				24,918
Cash used in operating activities			(120,116	)			(68,481	)
Cash Flows From Investing Activities
Software  costs			(10,001	)			(7,001	)
Cash used in investing activities			(10,001	)			(7,001	)
Cash Flows From Financing Activities
Proceeds from notes payable			114,000				50,000
Net cash provided by financing activities			114,000				50,000
Net increase (decrease) in cash			(16,117	)			(25,482	)
Cash, beginning of period			33,550				62,085
Cash, end of period		$	17,433			$	36,603
Supplemental disclosure of non-cash investing
and financing activities
Notes payable and interest converted to common stock		$	11,737			$	33,927
Common stock issuable for loan costs		$	43,125			$	—
The accompanying notes are an integral part of these consolidated financial statements.

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

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”) acquired a controlling interest in the Company through 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 the CEO, Mr. Kurczodyna, who is also a beneficial owner of less than 1% of the Company’s common stock.

The Company 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 companies desiring to issue digital shares and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in digital share 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 Equity SRO Inc. (“BESRO”) in 2017. BESRO’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 unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

These unaudited consolidated financial statements include BlackStar and its wholly owned subsidiaries: Blockchain Equity Management Corp. and Blockchain Equity SRO Inc. (neither of which was operating as of March 31, 2024), and were prepared from the accounts of the Company in accordance with US GAAP. All transaction have been included in the Company's books and records and 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 three months ended March 31, 2024 and the year ended December 31, 2023, the Company has generated no revenues and has incurred losses. As of March 31, 2024, the Company had cash of $17,433, working capital deficiency of $11,934,762 and an accumulated deficit of $10,921,022. 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.

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Recent Accounting Pronouncements

Although there are several other new accounting pronouncements issued or proposed by the 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 March 31, 2024 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 March 31, 2024 and December 31, 2023 consist of capitalized costs for the Company’s proprietary software and patents as follows:

				2024				2023
	Software			$	150,002			$	140,001
	Patents				208,651				208,651
				$	358,653			$	348,652

 

As of March 31, 2024, the patents and related software have not been placed in service nor marketed to potential customers, and therefore no depreciation/amortization was recorded for the period.

 

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

 

NOTE 5 – STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

The Company 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.

 

Common 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 three months ended March 31, 2024, the Company issued shares of its common stock as follows:

 

●

195,620,499 shares as consideration for conversion of principal and interest on convertible notes payable valued at $11,737.

 

During the three months ended March 31, 2023, the Company issued shares of its common stock as follows:

●

104,643,939 shares for conversion of $33,927 principal and interest on convertible notes payable.

 

At March 31, 2024, the Company has recorded common stock to be issued as follows:

●

11,250,000 shares, valued at $19,125, as consideration for extension of loans previously made to the Company. The Company has recorded the shares to be issued to the lenders at a discount to debt, based on the closing trading price of the Company’s common stock as of the date of the loan extensions, and is amortizing the discount to interest expense over the term of the extensions.

●

15,000,000 shares valued at $24,000 as consideration for loan costs on new loans. (See Note 8)

●

8,000,000 shares, valued at $3,200, to officers/directors/advisors to the Company (See Note 9).

 

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 March 31, 2024, 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.

 

 

 

 

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

 

NOTE 6 – WARRANTS (continued)

A summary of warrant activity during the three months ended March 31, 2024 is presented below:

 

				Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (Years)
	Outstanding and exercisable – December 31, 2023				173,200			$	0.25				0.33
	Exercised				—
	Expired				—
	Outstanding and exercisable – March 31, 2024				173,200			$	0.25				0.08

 

 

NOTE 7 – CONVERTIBLE NOTES

The Company has outstanding convertible notes due to SE Holding LLC and Adar Alef LLC which, as of March 31, 2024 and December 31, 2023, are in default. Accordingly, the Company has accrued default interest at the rate of 24% per annum on the outstanding debt.

 

Convertible notes payable at March 31, 2024 and December 31, 2023 are summarized as follows:

 

Note Holder		Face Amount				Interest Rate				Due Date		2024				2023
SE Holdings LLC		$	220,000				10	%		Jan 26, 2022		$	220,000			$	220,000
Adar Alef LLC		$	550,000				10	%		April 29, 2022		$	364,079			$	364,079
												$	584,079			$	584,079

 

On January 23, 2024, the managing member of SE Holdings, LLC, individually, and Adar Alef, LLC, also managed by the same individual, as the entity, settled charges with the SEC ordering them, in part, to surrender for cancellation all remaining shares of the Company they obtained through conversion of notes, as well as conversion rights under any remaining convertible notes. The Company is evaluating what this means for the remaining outstanding conversion rights under the two convertible promissory notes held by SE Holdings, LLC ($220,000) and Adar Alef, LLC (original face amount of $550,000), and for the current holdings of Adar Alef, LLC (5,000,000 shares of common stock of BlackStar) The Company is of the opinion that the notes are no longer convertible and are classified as ordinary debt.

 

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

NOTE 8 – NOTES PAYABLE

 In January 2024, the Company borrowed $100,000 from an unrelated individual, repayable January 25, 2025 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, has agreed to issue as additional consideration 15,000,000 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 15,000,000 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 $24,000 value of shares to be issued to the lender for loan consideration as a discount to debt, based on the closing trading price of the Company's common stock as of the date of the note, and is amortizing the discount to interest expense over the term of the note.

In January 2024, the Company borrowed $14,000 from an unrelated individual, repayable April 25, 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%, or at option of the lender, will issue 7,000,000 shares of the Company’s common stock in lieu of cash payment of the outstanding debt as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

Notes payable at March 31, 2024 and December 31, 2023 are summarized as follows:

 

		Face Amount				Interest Rate				Due Date		2024				2023
Current notes payable		$	25,000				11	%		Sept 1, 2024		$	25,000			$	25,000
		$	50,000				11	%		May 1, 2024		$	50,000			$	50,000
		$	50,000				11	%		Jun 29, 2024		$	50,000			$	50,000
		$	14,000				11	%		Apr 25, 2024		$	14,000				—
		$	25,000				11	%		Sept 1, 2024		$	25,000			$	25,000
		$	100,000				11	%		Feb 25, 2025		$	100,000				—
		$	50,000				11	%		Dec 9, 2024		$	50,000			$	50,000
		$	25,000				11	%		Dec 18, 2024		$	25,000			$	25,000
		$	25,000				11	%		Aug 17, 2024		$	25,000			$	25,000
		$	50,000				11	%		Aug 6, 2024		$	50,000			$	50,000
		$	25,000				11	%		Aug 8, 2024		$	25,000			$	25,000
Note discount												$	(35,800	)
												$	403,200			$	325,000
Long-term notes payable		$	25,000				5.5	%		Nov 13, 2026		$	25,000			$	25,000
		$	50,000				5.5	%		May 17, 2025		$	50,000			$	50,000
												$	75,000			$	75,000

 

 

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

 

NOTE 9 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, the Company has relied 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, the 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 three months ended March 31, 2024 and 2023, the Company recorded related party management fees of $47,000 and $31,500, respectively.

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. At March 31, 2024, the Company has recorded as common stock to be 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.

 

NOTE 10 - COMMITMENTS AND CONTINGENCIES

On November 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. As a result of the counterclaims, there can be no reasonable estimate of any contingencies as of March 31, 2024.. At an April 22, 2024 hearing, the Plaintiff’s motion to dismiss our counterclaims was denied.

At March 31, 2024, there were no legal proceedings against the Company, other than the beforementioned.

 

NOTE 11 – SUBSEQUENT EVENTS

In April 2024, the Company borrowed $25,000 and $50,000 from each of two unrelated individuals, repayable one year 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, has agreed to issue as additional consideration 3,750,000 and 7,500,000 shares 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 3,750,000 and 7,500,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

 

BLACKSTAR ENTERPRISE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024

(Unaudited)

 

 

NOTE 11 – SUBSEQUENT EVENTS (continued)

On May 3, 2024, the Securities and Exchange Commission (“SEC”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together, “BF Borgers”), the Company’s former public accountant. The Order denies BF Borgers the privilege of appearing or practicing before the SEC as an accountant. As a result, the Company retained a new public accountant, Fruci & Associates II, PLLC, to review the financials presented in this report.

The Company has analyzed its operations subsequent to March 31, 2024 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements and Associated Risks.

 

This Form 10-Q 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-Q 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.

 

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 March 31, 2024, we had an accumulated deficit of $10,921,022 and a working capital deficiency of $1,934,762. 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 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 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 has been 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, or acquires a broker-dealer to operate the platform. 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,” which was subsequently issued on April 23, 2024. On May 6, 2024, the USPTO allowed BlackStar’s patent “Systems And Methods For Using A Digital Trading Platform To Trade Securities On A 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 $17,433 as of March 31, 2024, and our receipt in April 2024 of $75,000 in short term loans, we estimate that we have the cash for an operational budget of approximately three (3) 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 the second quarter 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.

  

We have estimated $100,000 for each of the second and third 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. Thus far in 2024, we received loans of an aggregate $189,000 in short term loans from investors, due with interest at 11% per annum.

 

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.

 

 

Results of Operations

 

For the Three Months Ended March 31, 2024 compared to same period in 2023

 

Net loss for the three months ended March 31, 2024 was $499,072 as compared to $117,204 for the three months ended March 31, 2023, an increase of $381,868.

 

General and administrative expenses in 2024 were $23,285 an increase of $11,073 from general and administrative expenses of $12,252 in 2023. General and administrative costs for the 2024 and 2023 quarters were for investor relations, website management, filing fees, transfer agent fees and overhead operational costs.

 

The Company paid management consulting fees to IHG of $47,000 for the three months ended March 31, 2024 as compared to $31,500 paid for the comparable 2023 period.

 

Legal and professional fees of $363,253 for the three months ended March 31, 2024 increased by $318,601 from $44,652 for the comparable 2023 period. The increase in legal fees for the 2024 period was predominately for fees related to litigation for convertible debt issues. For both periods the Company’s legal and professional fees included SEC regulatory and statutory filings, registration statement filings and amendments thereto and auditor related fees for the Company’s annual audit.

 

Interest expense increase by $40,124 to $65,534 for the 2024 period as compared to $25,410 for the 2023 period. The increase includes $11,737 as the value of common stock issued for debt extinguishment,and $7,325 amortization of the value of common stock issuable for loan costs and loan extension costs.

 

Liquidity and Capital Resources

 

At March 31, 2024, we had a working capital deficit of $1,934,762 and cash of $17,433 as compared to a working capital deficit of $1,480,550 and cash of $33,550, at December 31, 2023. The decrease in cash and increase in working capital deficit was due primarily to the utilization of available cash for operations and an increase in debt funding from $114,000 of loans received in the three months ended March 31, 2024. The Company used new and existing fundings to maintain operating activities and for legal matters. During the three months ended March 31, 2024, we used $120,116 of cash for operating activities and paid $10,001 in investing activities for software development costs. In the comparable 2023 period, operating activities utilized cash of $68,481 and investing activities for software development costs utilized cash of $7,001.

 

Substantially all of our funding in the 2024 and 2023 periods has been from note financings from non-related individuals. During the three months ended March 31, 2024, we borrowed $114,000 from two individuals, due with interest at 11%, and we issued 195,620,499 shares of common stock for debt extinguishment valued at $11,737. During the three months ended March 31, 2023, we borrowed $50,000 from two individuals, and convertible note holders were issued 104,643,949 shares of common stock for conversion of $33,927 face value of debt and related accrued interest and fees.

 

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 previous success in fund raising from notes and convertible debt financings 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 received $189,000 in debt financing to date in 2024.

 

Any additional financings 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

 

We have only a very limited amount of cash and have incurred operating losses and limited cash flows from operations since inception. As of March 31, 2024 and December 31, 2023, we had accumulated deficit of $10,921,022 and $10,421,950, respectively, and we will require additional working capital to fund operations through 2024 and beyond. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements included in this Form 10-Q do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern. The audited financial statements included in the Company’s recent annual report on Form 10-K have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern.

 

Our former 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 we obtain final SEC approval for our digital trading platform. There is no assurance that any revenue will be realized in the future. Accordingly, we must raise capital from sources other than the actual revenue from issuance of memberships in our digital trading platform.

 

There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

 

Off Balance Sheet Arrangements

 

None.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and 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/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management acknowledges that there may be deficiencies in these controls and procedures, but Management believes that the current procedures are not effective in disclosing all information required to be disclosed. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

 

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On November 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. At an April 22, 2024 hearing, the Plaintiff’s motion to dismiss our counterclaims was denied.

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

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. 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.

 

●

$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. 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 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 1. 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 valued 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. 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 April 2024, the Company borrowed $25,000 and $50,000 from each of two unrelated individuals, repayable one year 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, has agreed to issue as additional consideration 3,750,000 and 7,500,000 shares 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 3,750,000 and 7,500,000 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not Applicable.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

The Company is aware that on January 23, 2024, Aryeh Goldstein, Managing Member of SE Holdings, LLC, individually, and Adar Alef, LLC, also managed by Aryeh Goldstein, as the entity, settled charges with the SEC ordering them, in part, to surrender for cancellation all remaining shares they obtained through conversion of notes, as well as conversion rights under any remaining convertible notes. The Company is evaluating what this means for the remaining outstanding conversion rights under the two convertible promissory notes held by SE Holdings, LLC ($220,000) and Adar Alef, LLC ($550,000), and for the current holdings of Adar Alef, LLC (5,000,000 shares of common stock of BlackStar).

 

On May 3, 2024, the Securities and Exchange Commission (“SEC”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together, “BF Borgers”), the Company’s former public accountant. The Order denies BF Borgers the privilege of appearing or practicing before the SEC as an accountant. As a result, on June 3, 2024, the Company retained a new public accountant, Fruci & Associates II, PLLC, to review the financials presented in this report, and will have the previous fiscal year (ended December 31, 2023) reaudited by the new public accountant.

 

 

ITEM 6. EXHIBITS

 

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

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	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	BLACKSTAR ENTERPRISE GROUP, INC.
	(Registrant)
Dated: July 15, 2024	By:	/s/ Joseph E. Kurczodyna
		Joseph E. Kurczodyna
		(Acting Chief Executive Officer,
		Acting Principal Executive Officer)
Dated: July 15, 2024	By:	/s/ Joseph E. Kurczodyna
		Joseph E. Kurczodyna
		(Chief Financial Officer,
		Principal Accounting Officer)

 

 

  

  

 

 

 

 

 

EXHIBIT 31.1 

 

CERTIFICATION OF PERIODIC REPORT

 

I, Joseph E. Kurczodyna, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of BlackStar Enterprise Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024

 

/s/ Joseph E. Kurczodyna
Joseph E. Kurczodyna
(Acting Chief Executive Officer and Acting Principal Executive Officer)

 

EXHIBIT 31.2 

 

CERTIFICATION OF PERIODIC REPORT

 

I, Joseph E. Kurczodyna, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of BlackStar Enterprise Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 15, 2024

 

/s/ Joseph E. Kurczodyna
Joseph E. Kurczodyna
(Chief Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

 

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of BlackStar Enterprise Group, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Joseph E. Kurczodyna, Acting Chief Executive Officer and Acting Principal Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: July 15, 2024

 

/s/ Joseph E. Kurczodyna
Joseph E. Kurczodyna
(Acting Chief Executive Officer and Acting Principal Executive Officer)

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 of Sarbanes-Oxley has been provided to the Company and will be retained and furnished to the SEC or its staff upon request.

 

EXHIBIT 32.2

 

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of BlackStar Enterprise Group, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Joseph E. Kurczodyna, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: July 15, 2024

 

/s/ Joseph E. Kurczodyna
Joseph E. Kurczodyna
(Chief Financial Officer and Principal Accounting Officer)

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this written statement required by Section 906 of Sarbanes-Oxley has been provided to the Company and will be retained and furnished to the SEC or its staff upon request.

v3.24.2

Cover - shares	3 Months Ended
	Mar. 31, 2024	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	BLACKSTAR ENTERPRISE GROUP, INC.
Entity Central Index Key	0001483646
Entity File Number	000-55730
Entity Tax Identification Number	27-1120628
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Incorporation, Date of Incorporation	Dec. 18, 2007
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	4450 Arapahoe Ave.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80303
Entity Phone Fax Numbers [Line Items]
City Area Code	(303)
Local Phone Number	500-3210
Entity Listings [Line Items]
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		1,740,316,947

v3.24.2

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 17,433	$ 33,550
Total current assets	17,433	33,550
Intangibles	358,653	348,652
Total Assets	376,086	382,202
Current liabilities
Accounts payable	671,424	358,001
Accrued payables	293,492	247,020
Notes payable, net of discount of $35,800 (2024)	403,200	325,000
Convertible notes payable	584,079	584,079
Total current liabilities	1,952,195	1,514,100
Notes payable - long term	75,000	75,000
Total Liabilities	2,027,195	1,589,100
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 1,740,316,947 and 1,544,696,448  shares issued and outstanding at  March 31, 2024 and December 31, 2023	1,740,317	1,544,696
Additional paid in capital	7,482,271	7,666,156
Common stock to be issued	46,325	3,200
Accumulated deficit	(10,921,022)	(10,421,950)
Total stockholders’ deficit	(1,651,109)	(1,206,898)
Total Liabilities and Stockholders’ Deficit	$ 376,086	$ 382,202

v3.24.2

Consolidated Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Notes payable, net of discount (in Dollars)	$ 35,800
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, share outstanding	1,000,000	1,000,000
Common stock, par value per share (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	1,740,316,947	1,544,696,448
Common stock, shares outstanding	1,740,316,947	1,544,696,448

v3.24.2

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue
Operating expenses
Legal and professional	363,253	44,652
Management consulting - related party	47,000	31,500
General and administrative	23,285	12,252
Total operating expenses	433,538	88,404
Other expense (income)
Amortization of convertible debt issuance costs		3,390
Interest expense	65,534	25,410
Other expense (income)	65,534	28,800
Net (loss)	$ (499,072)	$ (117,204)
Net (loss) per share - basic (in Dollars per share)	$ (0.0003)	$ (0.0002)
Weighted average number of common shares outstanding - basic (in Shares)	1,639,548,083	597,028,323

v3.24.2

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net (loss) per share - diluted	$ (0.0003)	$ (0.0002)
Weighted average number of common shares outstanding - diluted	1,639,548,083	597,028,323

v3.24.2

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($)	Common Stock	Preferred Stock	Additional Paid in Capital	Common Stock to be Issued	Accumulated Deficit	Total
Balances at Dec. 31, 2022	$ 546,495	$ 1,000	$ 8,097,862		$ (9,374,967)	$ (729,610)
Balances (in Shares) at Dec. 31, 2022	546,495,214	1,000,000
Shares issued for conversion of notes and interest	$ 104,644		(70,717)			33,927
Shares issued for conversion of notes and interest (in Shares)	104,643,939
Shares to be issued for notes payable				4,500		4,500
Net loss					(117,204)	(117,204)
Balances at Mar. 31, 2023	$ 651,139	$ 1,000	8,027,145	4,500	(9,492,171)	(808,387)
Balances (in Shares) at Mar. 31, 2023	651,139,153	1,000,000
Balances at Dec. 31, 2023	$ 1,544,696	$ 1,000	7,666,155	3,200	(10,421,950)	(1,206,898)
Balances (in Shares) at Dec. 31, 2023	1,544,696,448	1,000,000
Shares issued for debt extinguishment	$ 195,621		(183,884)			11,737
Shares issued for debt extinguishment (in Shares)	195,620,499
Shares to be issued for loan extension				19,125		19,125
Shares to be issued for loan costs				24,000		24,000
Net loss					(499,072)	(499,072)
Balances at Mar. 31, 2024	$ 1,740,317	$ 1,000	$ 7,482,271	$ 46,325	$ (10,921,022)	$ (1,651,109)
Balances (in Shares) at Mar. 31, 2024	1,740,316,947	1,000,000

v3.24.2

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities
Net (loss)	$ (499,072)	$ (117,204)
Adjustments to reconcile net loss to net cash used
Amortization of convertible note issue costs		3,390
Amortization of note discount	7,325
Interest paid in stock	11,737	491
Changes in operating assets and liabilities
Increase in accounts payable	313,422	19,924
Increase in accrued interest payable	46,472	24,918
Cash used in operating activities	(120,116)	(68,481)
Cash Flows From Investing Activities
Software costs	(10,001)	(7,001)
Cash used in investing activities	(10,001)	(7,001)
Cash Flows From Financing Activities
Proceeds from notes payable	114,000	50,000
Net cash provided by financing activities	114,000	50,000
Net increase (decrease) in cash	(16,117)	(25,482)
Cash, beginning of period	33,550	62,085
Cash, end of period	17,433	36,603
Supplemental disclosure of non-cash investing
Notes payable and interest converted to common stock	11,737	33,927
Common stock issuable for loan costs	$ 43,125

v3.24.2

Nature of Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Nature of Operations and Basis of Presentation [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	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”) acquired a controlling interest in the Company through 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 the CEO, Mr. Kurczodyna, who is also a beneficial owner of less than 1% of the Company’s common stock. The Company 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 companies desiring to issue digital shares and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in digital share 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 Equity SRO Inc. (“BESRO”) in 2017. BESRO’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 unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited consolidated financial statements include BlackStar and its wholly owned subsidiaries: Blockchain Equity Management Corp. and Blockchain Equity SRO Inc. (neither of which was operating as of March 31, 2024), and were prepared from the accounts of the Company in accordance with US GAAP. All transaction have been included in the Company's books and records and all significant intercompany transactions and balances have been eliminated on consolidation.

v3.24.2

Going Concern	3 Months Ended
	Mar. 31, 2024
Going Concern [Abstract]
GOING CONCERN	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 three months ended March 31, 2024 and the year ended December 31, 2023, the Company has generated no revenues and has incurred losses. As of March 31, 2024, the Company had cash of $17,433, working capital deficiency of $11,934,762 and an accumulated deficit of $10,921,022. 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.

v3.24.2

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the 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 March 31, 2024 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.

v3.24.2

Intangibles	3 Months Ended
	Mar. 31, 2024
Intangibles [Abstract]
INTANGIBLES	NOTE 4 – INTANGIBLES Intangibles at March 31, 2024 and December 31, 2023 consist of capitalized costs for the Company’s proprietary software and patents as follows:     2024   2023   Software     $ 150,002     $ 140,001     Patents       208,651       208,651           $ 358,653     $ 348,652     As of March 31, 2024, the patents and related software have not been placed in service nor marketed to potential customers, and therefore no depreciation/amortization was recorded for the period.

v3.24.2

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 5 – STOCKHOLDERS’ DEFICIT   Preferred Stock   The Company 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.   Common 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 three months ended March 31, 2024, the Company issued shares of its common stock as follows:   ● 195,620,499 shares as consideration for conversion of principal and interest on convertible notes payable valued at $11,737.   During the three months ended March 31, 2023, the Company issued shares of its common stock as follows: ● 104,643,939 shares for conversion of $33,927 principal and interest on convertible notes payable.   At March 31, 2024, the Company has recorded common stock to be issued as follows: ● 11,250,000 shares, valued at $19,125, as consideration for extension of loans previously made to the Company. The Company has recorded the shares to be issued to the lenders at a discount to debt, based on the closing trading price of the Company’s common stock as of the date of the loan extensions, and is amortizing the discount to interest expense over the term of the extensions. ● 15,000,000 shares valued at $24,000 as consideration for loan costs on new loans. (See Note 8) ● 8,000,000 shares, valued at $3,200, to officers/directors/advisors to the Company (See Note 9).

v3.24.2

Warrants	3 Months Ended
	Mar. 31, 2024
Warrants [Abstract]
WARRANTS	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 March 31, 2024, 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.   A summary of warrant activity during the three months ended March 31, 2024 is presented below:               Shares     Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (Years)   Outstanding and exercisable – December 31, 2023       173,200     $ 0.25       0.33     Exercised       —                       Expired       —                       Outstanding and exercisable – March 31, 2024       173,200     $ 0.25       0.08

v3.24.2

Convertible Notes	3 Months Ended
	Mar. 31, 2024
Convertible Notes [Abstract]
CONVERTIBLE NOTES	NOTE 7 – CONVERTIBLE NOTES The Company has outstanding convertible notes due to SE Holding LLC and Adar Alef LLC which, as of March 31, 2024 and December 31, 2023, are in default. Accordingly, the Company has accrued default interest at the rate of 24% per annum on the outstanding debt.   Convertible notes payable at March 31, 2024 and December 31, 2023 are summarized as follows:   Note Holder   Face Amount   Interest Rate   Due Date   2024   2023 SE Holdings LLC   $ 220,000       10 %   Jan 26, 2022   $ 220,000     $ 220,000   Adar Alef LLC   $ 550,000       10 %   April 29, 2022   $ 364,079     $ 364,079                           $ 584,079     $ 584,079     On January 23, 2024, the managing member of SE Holdings, LLC, individually, and Adar Alef, LLC, also managed by the same individual, as the entity, settled charges with the SEC ordering them, in part, to surrender for cancellation all remaining shares of the Company they obtained through conversion of notes, as well as conversion rights under any remaining convertible notes. The Company is evaluating what this means for the remaining outstanding conversion rights under the two convertible promissory notes held by SE Holdings, LLC ($220,000) and Adar Alef, LLC (original face amount of $550,000), and for the current holdings of Adar Alef, LLC (5,000,000 shares of common stock of BlackStar) The Company is of the opinion that the notes are no longer convertible and are classified as ordinary debt.

v3.24.2

Notes Payable	3 Months Ended
	Mar. 31, 2024
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 8 – NOTES PAYABLE  In January 2024, the Company borrowed $100,000 from an unrelated individual, repayable January 25, 2025 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, has agreed to issue as additional consideration 15,000,000 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 15,000,000 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 $24,000 value of shares to be issued to the lender for loan consideration as a discount to debt, based on the closing trading price of the Company's common stock as of the date of the note, and is amortizing the discount to interest expense over the term of the note. In January 2024, the Company borrowed $14,000 from an unrelated individual, repayable April 25, 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%, or at option of the lender, will issue 7,000,000 shares of the Company’s common stock in lieu of cash payment of the outstanding debt as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. Notes payable at March 31, 2024 and December 31, 2023 are summarized as follows:       Face Amount   Interest Rate   Due Date   2024   2023 Current notes payable   $ 25,000       11 %   Sept 1, 2024   $ 25,000     $ 25,000       $ 50,000       11 %   May 1, 2024   $ 50,000     $ 50,000       $ 50,000       11 %   Jun 29, 2024   $ 50,000     $ 50,000       $ 14,000       11 %   Apr 25, 2024   $ 14,000       —         $ 25,000       11 %   Sept 1, 2024   $ 25,000     $ 25,000       $ 100,000       11 %   Feb 25, 2025   $ 100,000       —         $ 50,000       11 %   Dec 9, 2024   $ 50,000     $ 50,000       $ 25,000       11 %   Dec 18, 2024   $ 25,000     $ 25,000       $ 25,000       11 %   Aug 17, 2024   $ 25,000     $ 25,000       $ 50,000       11 %   Aug 6, 2024   $ 50,000     $ 50,000       $ 25,000       11 %   Aug 8, 2024   $ 25,000     $ 25,000   Note discount                       $ (35,800 )                                 $ 403,200     $ 325,000                                         Long-term notes payable   $ 25,000       5.5 %   Nov 13, 2026   $ 25,000     $ 25,000       $ 50,000       5.5 %   May 17, 2025   $ 50,000     $ 50,000                           $ 75,000     $ 75,000

v3.24.2

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, the Company has relied 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, the 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 three months ended March 31, 2024 and 2023, the Company recorded related party management fees of $47,000 and $31,500, respectively. 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. At March 31, 2024, the Company has recorded as common stock to be 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.

v3.24.2

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 - COMMITMENTS AND CONTINGENCIES On November 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. As a result of the counterclaims, there can be no reasonable estimate of any contingencies as of March 31, 2024.. At an April 22, 2024 hearing, the Plaintiff’s motion to dismiss our counterclaims was denied. At March 31, 2024, there were no legal proceedings against the Company, other than the beforementioned.

v3.24.2

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In April 2024, the Company borrowed $25,000 and $50,000 from each of two unrelated individuals, repayable one year 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, has agreed to issue as additional consideration 3,750,000 and 7,500,000 shares 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 3,750,000 and 7,500,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. On May 3, 2024, the Securities and Exchange Commission (“SEC”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together, “BF Borgers”), the Company’s former public accountant. The Order denies BF Borgers the privilege of appearing or practicing before the SEC as an accountant. As a result, the Company retained a new public accountant, Fruci & Associates II, PLLC, to review the financials presented in this report. The Company has analyzed its operations subsequent to March 31, 2024 through the date that these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose.

v3.24.2

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (499,072)	$ (117,204)

v3.24.2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Although there are several other new accounting pronouncements issued or proposed by the 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 March 31, 2024 and does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows.
Reclassifications	Reclassifications Certain amounts in the consolidated financial statements for prior year periods have been reclassified to conform with the current year presentation.

v3.24.2

Intangibles (Tables)	3 Months Ended
	Mar. 31, 2024
Intangibles [Abstract]
Schedule of Intangibles Capitalized Costs	Intangibles at March 31, 2024 and December 31, 2023 consist of capitalized costs for the Company’s proprietary software and patents as follows:     2024   2023   Software     $ 150,002     $ 140,001     Patents       208,651       208,651           $ 358,653     $ 348,652

v3.24.2

Warrants (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants [Abstract]
Schedule of Warrant Activity	A summary of warrant activity during the three months ended March 31, 2024 is presented below:             Shares     Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (Years)   Outstanding and exercisable – December 31, 2023       173,200     $ 0.25       0.33     Exercised       —                       Expired       —                       Outstanding and exercisable – March 31, 2024       173,200     $ 0.25       0.08

v3.24.2

Convertible Notes (Tables)	3 Months Ended
	Mar. 31, 2024
Convertible Notes [Abstract]
Schedule of Convertible Notes Payable	Convertible notes payable at March 31, 2024 and December 31, 2023 are summarized as follows: Note Holder   Face Amount   Interest Rate   Due Date   2024   2023 SE Holdings LLC   $ 220,000       10 %   Jan 26, 2022   $ 220,000     $ 220,000   Adar Alef LLC   $ 550,000       10 %   April 29, 2022   $ 364,079     $ 364,079                           $ 584,079     $ 584,079

v3.24.2

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Notes Payable [Abstract]
Schedule of Notes Payable	Notes payable at March 31, 2024 and December 31, 2023 are summarized as follows:     Face Amount   Interest Rate   Due Date   2024   2023 Current notes payable   $ 25,000       11 %   Sept 1, 2024   $ 25,000     $ 25,000       $ 50,000       11 %   May 1, 2024   $ 50,000     $ 50,000       $ 50,000       11 %   Jun 29, 2024   $ 50,000     $ 50,000       $ 14,000       11 %   Apr 25, 2024   $ 14,000       —         $ 25,000       11 %   Sept 1, 2024   $ 25,000     $ 25,000       $ 100,000       11 %   Feb 25, 2025   $ 100,000       —         $ 50,000       11 %   Dec 9, 2024   $ 50,000     $ 50,000       $ 25,000       11 %   Dec 18, 2024   $ 25,000     $ 25,000       $ 25,000       11 %   Aug 17, 2024   $ 25,000     $ 25,000       $ 50,000       11 %   Aug 6, 2024   $ 50,000     $ 50,000       $ 25,000       11 %   Aug 8, 2024   $ 25,000     $ 25,000   Note discount                       $ (35,800 )                                 $ 403,200     $ 325,000                                         Long-term notes payable   $ 25,000       5.5 %   Nov 13, 2026   $ 25,000     $ 25,000       $ 50,000       5.5 %   May 17, 2025   $ 50,000     $ 50,000                           $ 75,000     $ 75,000

v3.24.2

Nature of Operations and Basis of Presentation (Details) - shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Jan. 25, 2016
Nature of Operations and Basis of Presentation [Line Items]
Date of incorporation	Dec. 18, 2007
Preferred stock, share issued	1,000,000	1,000,000
Class A Preferred Stock [Member]
Nature of Operations and Basis of Presentation [Line Items]
Preferred stock, share issued	1,000,000
Class A Preferred Stock [Member] | International Hedge Group Inc [Member]
Nature of Operations and Basis of Presentation [Line Items]
Preferred stock, share issued			1,000,000
Common Stock [Member] | International Hedge Group Inc [Member]
Nature of Operations and Basis of Presentation [Line Items]
Percentage of Company purchased			1.00%

v3.24.2

Going Concern (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Going Concern [Abstract]
Cash	$ 17,433	$ 33,550
Working capital	11,934,762
Accumulated deficit	$ (10,921,022)	$ (10,421,950)

v3.24.2

Intangibles (Details) - Schedule of Intangibles Capitalized Costs - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Intangibles Capitalized Costs [Abstract]
Intangibles	$ 358,653	$ 348,652
Software [Member]
Schedule of Intangibles Capitalized Costs [Abstract]
Intangibles	150,002	140,001
Patents [Member]
Schedule of Intangibles Capitalized Costs [Abstract]
Intangibles	$ 208,651	$ 208,651

v3.24.2

Stockholders’ Deficit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jul. 31, 2022
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par value per share (in Dollars per share)	$ 0.001		$ 0.001
Preferred stock, share issued	1,000,000		1,000,000
Common stock, shares authorized	2,000,000,000		2,000,000,000
Number of shares issued	15,000,000
Value of additional consideration loan (in Dollars)	$ 24,000
Number of shares issued to officers	8,000,000
Value issued to officers (in Dollars)	$ 3,200
Minimum [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized				700,000,000
Maximum [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized				2,000,000,000
Series A Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock, share issued	1,000,000
Convertible rate of common shares to preferred stock	100
Common Stock for Conversion [Member] | Convertible Note Payable [Member]
Stockholders’ Deficit [Line Items]
Conversion shares	195,620,499	104,643,939
Principal and interest on convertible notes payable (in Dollars)	$ 11,737	$ 33,927
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Number of shares issued	11,250,000
Number of shares issued value (in Dollars)	$ 19,125

v3.24.2

Warrants (Details) - Warrants [Member]	Apr. 30, 2019 USD ($) $ / shares shares
Warrants [Line Items]
Convertible note amount	$ 110,000
Warrants issued (in Shares) | shares	440,000
Warrants, exercise price per share (in Dollars per share) | $ / shares	$ 0.25
Warrants are exercisable term	5 years
Value of warrants	$ 132,953
Stock price (in Dollars per share) | $ / shares	$ 0.38
Strike price (in Dollars per share) | $ / shares	$ 0.25
Volatility	98.00%
Risk free rate	2.25%
Time to expiration	5 years
Warrant expense	$ 132,593
Intrinsic value of the outstanding warrants	$ 0

v3.24.2

Warrants (Details) - Schedule of Warrant Activity - $ / shares		3 Months Ended
	Dec. 31, 2023	Mar. 31, 2024
Schedule of Warrant Activity [Abstract]
Shares outstanding and exercisable, beginning	173,200
Weighted Average Exercise Price outstanding and exercisable, beginning (in Dollars per share)	$ 0.25
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, beginning	3 months 29 days	29 days
Shares, exercised
Shares, expired
Shares outstanding and exercisable, ending		173,200
Weighted Average Exercise Price outstanding and exercisable, ending (in Dollars per share)		$ 0.25
Weighted Average Remaining Contractual Life (Years) outstanding and exercisable, ending	3 months 29 days	29 days

v3.24.2

Convertible Notes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Convertible Notes [Line Items]
Convertible notes payable	$ 584,079	$ 584,079
Common stock of BlackStar (in Shares)	15,000,000
Adar Alef LLC [Member]
Convertible Notes [Line Items]
Interest rate	24.00%
Face Amount	$ 550,000
Common stock of BlackStar (in Shares)	5,000,000
SE Holdings LLC [Member]
Convertible Notes [Line Items]
Convertible notes payable	$ 220,000

v3.24.2

Convertible Notes (Details) - Schedule of Convertible Notes Payable - Convertible Notes Payable [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Convertible Notes Payable [Line Items]
Convertible notes payable	$ 584,079	$ 584,079
SE Holdings LLC [Member]
Schedule of Convertible Notes Payable [Line Items]
Face Amount	$ 220,000
Interest Rate	10.00%
Due Date	Jan. 26, 2022
Convertible notes payable	$ 220,000	220,000
Adar Alef LLC [Member]
Schedule of Convertible Notes Payable [Line Items]
Face Amount	$ 550,000
Interest Rate	10.00%
Due Date	Apr. 29, 2022
Convertible notes payable	$ 364,079	$ 364,079

v3.24.2

Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Jan. 31, 2024	Dec. 31, 2023
Notes Payable [Line Items]
Accrued interest rate	11.00%
Shares issued (in Shares)	1,740,316,947		1,544,696,448
Interest expense (in Dollars)	$ 24,000
Unrelated individual [Member]
Notes Payable [Line Items]
Borrowing with interest percentage		11.00%
Borrowings [Member]
Notes Payable [Line Items]
Borrowing with interest percentage		11.00%
Two Lenders [Member]
Notes Payable [Line Items]
Accrued interest percentage	11.00%
January 25 2025 [Member] | Unrelated individual [Member]
Notes Payable [Line Items]
Note payable (in Dollars)		$ 100,000
April 25 2024 [Member] | Unrelated individual [Member]
Notes Payable [Line Items]
Note payable (in Dollars)		$ 14,000
Lenders [Member]
Notes Payable [Line Items]
Shares issued (in Shares)	15,000,000
Common Stock [Member]
Notes Payable [Line Items]
Additional shares (in Shares)	15,000,000
Common Stock [Member]
Notes Payable [Line Items]
Shares issued (in Shares)	7,000,000

v3.24.2

Notes Payable (Details) - Schedule of Notes Payable - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 403,200	$ 325,000
Current notes payable	403,200	325,000
Long-term notes payable	75,000	75,000
Note discount	(35,800)
Sept 1, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 25,000	25,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 25,000	25,000
May 1, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 50,000	50,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 50,000	50,000
Jun 29, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 50,000	50,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 50,000	50,000
Apr 25, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 14,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 14,000
Feb 25, 2025 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 100,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 100,000
Dec 9, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 50,000	50,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 50,000	50,000
Dec 18, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 25,000	25,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 25,000	25,000
Aug 17, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 25,000	25,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 25,000	25,000
Aug 6, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 50,000	50,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 50,000	50,000
Aug 8, 2024 [Member]
Schedule of Notes Payable [Line Items]
Current notes payable, Face Amount	$ 25,000	25,000
Current notes payable, Interest Rate	11.00%
Current notes payable	$ 25,000	25,000
Nov 13, 2026 [Member]
Schedule of Notes Payable [Line Items]
Long-term notes payable, Face Amount	$ 25,000
Long-term notes payable, Interest Rate	5.50%
Long-term notes payable	$ 25,000	25,000
May 17, 2025 [Member]
Schedule of Notes Payable [Line Items]
Long-term notes payable, Face Amount	$ 50,000
Long-term notes payable, Interest Rate	5.50%
Long-term notes payable	$ 50,000	$ 50,000

v3.24.2

Related Party Transactions (Details) - USD ($)		3 Months Ended
	Jul. 01, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Related party fees (in Dollars)		$ 47,000	$ 31,500
Shares to be issued		8,000,000
Common stock value to be issued (in Dollars)		$ 46,325		$ 3,200
IHG [Member]
Related Party Transactions [Line Items]
Related party fees (in Dollars)		47,000	$ 31,500
Director [Member]
Related Party Transactions [Line Items]
Issuance of shares	1,000,000
New Officers [Member]
Related Party Transactions [Line Items]
Issuance of shares	2,000,000
New Advisors [Member]
Related Party Transactions [Line Items]
Issuance of shares	1,000,000
Four Individual [Member]
Related Party Transactions [Line Items]
Common stock value to be issued (in Dollars)		$ 3,200
Aggregate price per share (in Dollars per share)		$ 0.0004

v3.24.2

Commitments and Contingencies (Details)	Nov. 06, 2023 USD ($) shares
Commitments and Contingencies [Line Items]
Remaining principal amount	$ 33,682
Shares reserve (in Shares) | shares	700,000,000
Damages amount	$ 15,000
Conversion of shares (in Shares) | shares	257,000,000
Recovering an estimated value	$ 600,000
Promissory note	$ 60,000
Roughly estimated interest rate	170.00%

v3.24.2

Subsequent Events (Details) - Forecast [Member]	1 Months Ended
	Apr. 30, 2024 USD ($) shares
Subsequent Events [Line Items]
Agreements with two unrelated individuals (in Dollars) | $	$ 50,000
Interest percentage	11.00%
Shares issued	7,500,000
Borrowings [Member]
Subsequent Events [Line Items]
Unpaid and accrued interest (in Dollars) | $	$ 11
Individual Two [Member]
Subsequent Events [Line Items]
Agreements with two unrelated individuals (in Dollars) | $	$ 25,000
Common stock, shares, issued	7,500,000
Shares issued	3,750,000
Individual One [Member]
Subsequent Events [Line Items]
Common stock, shares, issued	3,750,000

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