8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 27, 2022

BLACKSTAR ENTERPRISE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-55730	27-1120628
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4450 Arapahoe Ave., Suite 100

Boulder, CO 80303

(Address of Principal Executive Offices)

(303) 500-3210

(Registrant's Telephone Number, Including Area Code)

________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

SECTION 1 - REGISTRANT'SBUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

Amendment and Abatement for ConvertiblePromissory Notes:

On April 27, 2022, BlackStar Enterprise Group, Inc. (the “Company” or “we”), SE Holdings, LLC (“Holder 2”), and Adar Alef, LLC (“Holder 2”) entered into an Amendment and Abatement Agreement for $50,000 (the “Agreement,” Exhibit 10.1). Payment for the Agreement was made to Holder 2 on April 28, 2022.

The Company executed a Convertible Promissory Note of the Company with Holder 1, in the principal amount of $220,000 (“Note 1”) on January 28, 2021, upon the terms and subject to the limitations and conditions set forth in such Note. Details of and a copy of Note 1 can be found in the Current Report on Form 8-K filed February 4, 2021. The Company executed a Convertible Promissory Note of the Company with Holder 2, in the principal amount of $473,500 (“Note 2”) on April 29, 2021, upon the terms and subject to the limitations and conditions set forth in such Note. Details of and a copy of Note 2 can be found in the Quarterly Report on Form 10-Q filed May 17, 2021. Under the terms of the Agreement, Holder 1 and Holder 2 collectively agreed to abate the conversion features under the Notes for a period of forty-five (45) days from April 15, 2022, with the ability to convert the remaining balances of the Notes to common stock resuming no sooner than May 30, 2022. The abatement may be extended for an additional thirty (30) days (until June 30, 2022) if the Company pays an additional $25,000 to Holder 2 on or before May 30, 2022. The Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

SECTION2 – FINANCIAL INFORMATION

Item 2.03Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by reference.

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SECTION9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01Exhibits.

The following exhibits are filed with this report on Form 8-K.

Exhibit Number	Exhibit
10.1	Amendment and Abatement Agreement for Convertible Promissory Notes
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

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BLACKSTAR ENTERPRISE GROUP, INC.

By: /s/ Joseph Kurczodyna

____________________________________________

Joseph Kurczodyna, Chief Financial Officer

Date: May 2, 2022

EXHIBIT 10.1

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AMENDMENT AND ABATEMENT AGREEMENT

FOR CONVERTIBLE PROMISSORY NOTES

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For and in consideration of good and valuable consideration, the adequacy of which is hereby acknowledged, BlackStar Enterprise Group, Inc. (“BlackStar”), SE Holdings, LLC (“Holder 1”), and Adar Alef, LLC, (“Holder 2”) hereby covenant, and agree, as follows:

1.	BlackStar and Holder 1 entered into a CONVERTIBLE PROMISSORY<br>NOTE (“Note 1”) on January 28, 2021, in which BlackStar Enterprise Group, Inc. was the maker of Note 1 and SEHoldings, LLC is the holder of Note 1 and the payee. The current principal balance due on such Note 1 is $220,000.00 and accrued<br>interest outstanding is agreed to be $35,383, at the rate contained in Note 1. Default amounts are zero.
2.	BlackStar and Holder 2 entered into a CONVERTIBLE PROMISSORY<br>NOTE (“Note 2”) on April 29, 2021, in which BlackStar Enterprise Group, Inc. was the maker of Note 2 and AdarAlef, LLC is the holder of Note 2 and the payee. The current principal balance due on such Note 2 is $473,500.00 and accrued<br>interest outstanding is agreed to be $46,823.89, at the rate contained in Note 2. Default amounts are zero.
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3.	Collectively, Holder 1 and Holder 2 are referred to<br>as “Holders” and Note 1 and Note 2 are referred to as “Notes.” Altogether, BlackStar, Holder1 and Holder 2 are referred to as the “Parties.”
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4.	The Parties hereby abate the conversion features under the<br>Notes for a period of forty-five (45) days from April 15, 2022, with the conversion features resuming no sooner than May 30, 2022.
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5.	BlackStar shall pay an agreed total of $50,000 in principal,<br>redemption penalty, and accrued interest balances ($33,532.00, $13,412.80 and $3,055.14, respectively) to Holder 2 which<br>is due upon signing of this Agreement. The remaining principal and accrued interest for Note 1 and for Note 2 will be due on May<br>30, 2022, unless an extension is granted pursuant to Section 10 below.
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6.	All conversions to common stock as originally stated under the Notes<br>are hereby abated, except as agreed upon, subject to payments as specified under Section 5 hereof.
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7.	All terms of the Notes which specify defaults or penalties, are hereby<br>waived as to any claim or assertion of default so long as the payments set forth above are met in a timely manner.
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8.	All penalties to date incurred or accrued are waived during the term<br>of this AMENDMENT AND ABATEMENT AGREEMENT and if all payments thereunder are made as specified above in a timely manner, all such<br>penalties shall be permanently waived.
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9.	All conversion rights of the Holders to common stock under<br>the Notes, are hereby abated until May 30, 2022.
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10.	All Parties agree that for additional payments to Holder2 of $25,000 in principal, redemption penalty, and accrued interest combined on or before May 30, 2022, an additional thirty<br>(30) day extension of the abatement<br>on the same terms above will be granted with respect to the Notes, with the conversion features resuming no sooner than June 30,<br>2022.
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Dated April 27, 2022

BlackStar Enterprise Group, Inc.

By:/s/ Joseph Kurczodyna

Holder: SE Holding, LLC

By /s/ Adar Alef

___________________________

Manager

Holder: Adar Alef, LLC

By /s/ Adar Alef

___________________________

Manager