United States securities and exchange commission logo





                              April 14, 2022

       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. 2 to
Registration Statement on Form S-1
                                                            Filed March 11,
2022
                                                            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
December 28, 2021 letter.

       Amendment to Form S-1 filed March 11, 2022

       General

   1.                                                   Please revise your
disclosure to explain what you mean by "crypto-equity" on first use of
                                                        the term.
       Risk Factors
       BlackStar digital equity and digital shares in general may be subject to
unique risks..., page 18

   2.                                                   We note your disclosure
under this risk factor heading regarding the risks to digital equity
                                                        and digital shares that
are not associated with paper certificated shares,
                                                        including electronic
transfer errors, electronic systems outages, and cybersecurity threats.
                                                        Please describe the
terms and provisions of your insurance policies covering digital equity
 John Noble Harris
Blackstar Enterprise Group, Inc.
April 14, 2022
Page 2
         and digital shares including, the amount of coverage, term,
termination provisions,
         renewal options and limitations on coverage. To the extent there are
none, please revise
         your disclosure to so clarify and expand your risk factor disclosure
as appropriate.
Item 9
Description of Securities, page 23

3.       Please refer to prior comment 3 on whether the Blackstar digital
shares are intended to be
         the same class as the common shares and your response that the shares
of common stock
         being registered herein are not BlackStar Digital Equity and that
"BlackStar Digital Equity
         is merely a digital form of BlackStar common stock equivalent to an
existing electronic
         share, also known as a digital share, that will be traded on the BDTP
TM." Please
         reconcile your response with your statement on page 31 that you are
"building the
         referenced digital equity trading platform in order to trade BlackStar
shares as registered
         Digital Shares."
4.       Please refer to prior comment 4. Please further revise to describe the
mechanics of
         electing to receive BlackStar Digital Equity or transferring paper
securities to BlackStar
         Digital Equity and include a description of any steps holders must
take to have their shares
         traded on the future BlackStar Digital Trading Platform. Please
consider using an
         example for illustrative purposes. Please also include similar
disclosure in your summary
         section.
5.       Please refer to prior comment 5. Please provide the requested legal
analysis as to why the
         issuance of BlackStar digital equity will not represent the issuance
of a security different
         from the certificated-paper common stock and an explanation of why a
single class of
         securities may be held in different forms under applicable state law.
Digital Shares, page 27

6.       Please advise with a view towards revised disclosure whether and to
what extent Blackstar
         Digital Equity differs from standard book-entry shares and whether and
to what extent you
         intend to tokenize or otherwise use distributed ledger technology to
issue Blackstar Digital
         Equity.
7.     You state that your Digital Shares will be    recorded via electronic
book-entry through the
       Deposit and Withdrawal at Custodian (   DWAC   ) system in digital form
and are protected
       by cryptographic protocols.    Please revise to provide a more
descriptive explanation of
       why you reference DWAC given that the system also processes paper
certificates,
FirstName LastNameJohn Noble Harris
       including how the trading platform or Blackstar Digital Equity is
compatible with the
Comapany
       DWAC NameBlackstar  Enterprise
                system and whether  youGroup,
                                        believeInc.
                                                 it is compatible with
blockchain technology and
       the2022
April 14,  basisPage
                 for that
                      2 belief.
FirstName LastName
 John Noble Harris
FirstName   LastNameJohn
Blackstar Enterprise Group,Noble
                            Inc. Harris
Comapany
April       NameBlackstar Enterprise Group, Inc.
       14, 2022
April 314, 2022 Page 3
Page
FirstName LastName
Item 11. Information with Respect to the Registrant
Description of Business
BlackStar Digital Trading Platform, page 31

8.       Please refer to your disclosures here and throughout that your plan to
operate the
         BlackStar Digital Trading Platform TM relies on your ability to
partner with a broker
         dealer or an alternative trading system. Revise to clarify why the
platform itself would not
         have to be registered as an exchange or ATS. Also, revise to explain
what you mean by
            partnering    and provide us your legal analysis as to why such
partnering    with a broker-
         dealer or ATS is sufficient given that the exchange activity appears
to be occurring on the
         platform itself. Lastly, clarify how digital shares will trade on the
platform and what
         would be required to enable shares of other issuers to be traded on
the platform.
9.       Please refer to your subsection regulatory challenges on page 32.
Please revise to expand
         the    regulatory challenges    discussion to provide a more detailed
explanation of the
         approvals that will be needed to implement the trading platform,
specifically identifying
         and explaining each regulatory approval as well as the approvals or
integrations needed in
         regards to various regulated entities, such as broker-dealers, DTC and
OTC Markets.
Services, page 35

10.      Please expand your disclosure to describe with greater specificity the
consulting and
         compliance services that Crypto Equity Management Corp. intends to
provide.
       Please contact Jessica Livingston, Attorney-Advisor, at 202-551-3448 or
Sandra
Hunter Berkheimer, Legal Branch Chief, at 202-551-3758 with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
cc:      Christen Lambert