United States securities and exchange commission logo





                              December 28, 2021

       John Noble Harris
       Chief Executive Officer
       Blackstar Enterprise Group, Inc.
       4450 Arapahoe Ave., Suite 100
       Boulder, CO 80303

                                                        Re: Blackstar
Enterprise Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 22,
2021
                                                            File No. 333-257978

       Dear Mr. Harris:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 13, 2021 letter.

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

       Risk Factors Related To Our Business, page 8

   1.                                                   Referencing your
responses to prior comments 4 and 5 and your disclosures on pages 31-
                                                        33, please add a risk
factor discussing the risks related to operating your Digital Trading
                                                        Platform and partnering
with or purchasing a broker dealer or an alternative trading
                                                        system. Please also
revise to include risk factor disclosure regarding the digital shares.
 John Noble Harris
FirstName  LastNameJohn
Blackstar Enterprise Group,Noble
                            Inc. Harris
Comapany28,
December   NameBlackstar
               2021        Enterprise Group, Inc.
December
Page 2     28, 2021 Page 2
FirstName LastName
Item 9. Description of Securities
Digital Shares, page 25

2.       Referencing your response to prior comment 1 and the new disclosures
to further describe
         the digital shares, please revise to:
             clarify the statement that "the share underlying the convertible
notes will likely be in
              book-entry form" to explain why the form of the securities is
uncertain or advise; and
             elaborate on any plans to engage a custodian for the BlackStar
digital
              trading platform, describing in further detail the security and
custodial protections to
              be provided to digital equity holders and addressing how or if
these differ from the
              services provided by a traditional custodian (e.g., the
settlement, safekeeping and
              reporting of customers    assets).
3.       Referencing your response to prior comment 2 and the new disclosures
on plans to issue
         Digital Shares and BlackStar Digital Equity in lieu of the current
form of your common
         shares, please clarify whether BlackStar Digital Equity will be
uncertificated and what
         differentiates    BlackStar Digital Equity    and    Digital Shares
from electronic shares
         generally and from the shares registered on this registration
statement. Consider refining
         your definitions or providing a tabular presentation of the material
characteristics of
         each of the Digital Shares and the shares being registered here to
highlight the material
         differences.
4.       Referencing the new disclosure on page 27    In the future, the option
to select BlackStar
         Digital Equity will be made available to shareholders of DWAC eligible
registered
         common stock or free trading shares, after the BDTP TM platform is
operational,    please
         clarify how the option will be communicated and the mechanics of the
selection and
         exchange, including a step-by-step description of any steps holders
must take to transfer
         the shares for trading on the future BlackStar Digital Trading
Platform and the role of the
         transfer agent and others in that process.
5.       We note your disclosure on page 30 that "BlackStar is currently
building the referenced
         digital equity trading platform in order to trade BlackStar shares as
registered Digital
         Shares, only after the securities have been registered with the
Securities and Exchange
         Commission." We also note that the common shares are registered under
Section 12(g) of
         the Securities Exchange Act of 1934. Please revise to clearly state
whether the digital
         shares are fungible with the common shares, and address whether there
will be differences
         in how the common shares trade as compared to the digital shares. If
you intend for there
         to be a single class of securities, please provide us with your legal
analysis as to why the
         issuance of digital shares and BlackStar digital equity will not
represent the issuance of a
         security different from the common stock. In your response, please
provide a detailed
         explanation of why a single class of securities may be held in
different forms with
         different rights and privileges under applicable state law.
 John Noble Harris
FirstName  LastNameJohn
Blackstar Enterprise Group,Noble
                            Inc. Harris
Comapany28,
December   NameBlackstar
               2021        Enterprise Group, Inc.
December
Page 3     28, 2021 Page 3
FirstName LastName
Item 11. Description of the Business
Current Business
BlackStar Digital Trading Platform TM, page 30

6.       Referencing your response to prior comment 6, please further describe
the security
         measures that will be in place to protect the theft or loss of digital
equity, including
         custodial responsibilities and any division thereof.
7.       Please further clarify the statement that the indication of interest
feature for future
         offerings, which you refer to as the 'Internet Digital Offering TM' or
'IDO TM' would
         include a "method of facilitating a public offering for a company on
an immutable
         blockchain comprising drafting a preliminary prospectus by the company
interested in
         raising capital."
8.       Please revise to provide clear disclosure about the platform under
this heading. In
         addition, and in this vein, please revise your disclosure to explain
the following assertions:

                   The Company intends to integrate BDTP TM with the existing
FINRA and SEC
              regulated brokerage ecosystem in order to trade BlackStar digital
shares;
                   The intent of BDTP TM is to complement, compete with, and
create arbitrage price
              opportunity with the market makers in the brokerage ecosystem;
                   The Company   s BDTP TM cash trading market concept will be
similar to the spot
              market in commodities trading wherein the last trade would
represent a cash buyer
              and a willing seller delivering registered shares;
                   BlackStar believes that a spot market could promote
shareholder confidence,
              produce liquidity from price movement or arbitrage, and offer low
cost of entry and
              easy access to Bid and Offer prices for both shareholders and
speculators;    and
                   An additional benefit to the spot market is that it is
designed to be decentralized,
              shielding it from malicious short selling that is present in
other parallel markets.
Regulatory Challenges, page 33

9.       Noting your response to prior comment 8 and references to the CFTC,
please clarify why
         you reference the CFTC and whether CFTC regulations will apply to
operation of the
         BlackStar digital trading platform. If not applicable, please remove
such references.
10.      We note that the disclosure includes statements about regulatory
authorities and required
         approvals or access to information. Please explain in greater detail
the partnerships or
         access to which you refer, or remove these references. In addition,
please clarify what the
         terms "Certificate Holder" and "Certificate Authorities" mean. For
example purposes
         only, we note the following statements:
                The BDTP TM is a private blockchain with privately appointed
Certificate Holders
             that can access the blockchain (e.g. regulatory agencies);    and
                We intend to trade only registered shares of BEGI on our
blockchain platform, and
             to enable the SEC, FINRA and BlackStar to be the Certificate
Authorities on the
 John Noble Harris
Blackstar Enterprise Group, Inc.
December 28, 2021
Page 4
              blockchain trading platform once implemented.

      Please contact Jessica Livingston, Attorney-Advisor, at 202-551-3448 or
Sandra Hunter
Berkheimer, Legal Branch Chief, at 202-551-3758 with any questions.



FirstName LastNameJohn Noble Harris                            Sincerely,
Comapany NameBlackstar Enterprise Group, Inc.
                                                               Division of
Corporation Finance
December 28, 2021 Page 4                                       Office of
Finance
FirstName LastName