Bubae
1 semana hace
Adar Alef and SE Holdings got busted by the SEC for unregistered dealer activity. So their debt is no longer convertible and Blackstar doesn't really have anything else to go after with litigation at this point. They are essentially screwed. GS Capital has been suing Blackstar for over a year now and CEO Joe has a massive legal bill that he is trying to convert with a Section 3(a)(10)b exemption giving them free trading shares to move $861,539.26 of their accounts payables priced at a 42.5% lowest closing sale price for twenty (20) trading days. Waiting to see if CEO Joe can muster any real developments in the business to promote the new stock sales. I would like to know what he is telling these attorneys who haven't been getting paid.
For the quarterly period ended March 31, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000085/begi-20240331.htm.htm
Page 19
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).
Aryeh Goldstein, Adar Bays, LLC, and Adar Alef, LLC
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 25930 / January 23, 2024
https://www.sec.gov/enforcement-litigation/litigation-releases/lr-25930
The parties have agreed to settle the charges. Among other relief, Goldstein and his entities agreed to pay $1.25 million in monetary relief and to surrender or cancel all remaining shares of public companies allegedly obtained from their unregistered dealer activity.
Blockchain Technology Company BlackStar Secures Institutional Investor for Debt Repayment, Seeks Valuation and Eyes Revenue Possibilities Through IP Licensing
Tuesday, 05 November 2024 09:45 AM
https://www.accesswire.com/939223/blockchain-technology-company-blackstar-secures-institutional-investor-for-debt-repayment-seeks-valuation-and-eyes-revenue-possibilities-through-ip-licensing
BlackStar entered into an agreement to retire $861,539.26 of debt ("the Settlement Amount") in a transaction pursuant to 3(a)(10) of the Securities Act. Continuation Capital, Inc. ("CCI"), a Delaware corporation, purchased the obligations from certain vendors of the Company, which consist of accounts payable due from the Company.
Form 8K November 05, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000119/blackstar8k1152024.htm
On October 29, 2024, BlackStar Enterprise Group, Inc. ("BEGI", "BlackStar", or the "Company") entered into a proposed settlement for purchase of $861,539.26 of debt owed to BlackStar's creditors. Under the terms of the Settlement Agreement and Stipulation ("Settlement Agreement") discussed below, Continuation Capital, Inc. ("CCI") agreed to purchase the bona fide and outstanding and unpaid creditor claims in exchange for shares of BlackStar's common stock in a State court approved transaction in compliance with the terms of Section 3(a)(10) of the Securities Act of 1933, as amended.
The Settlement Agreement allows Continuation Capital to purchase debt that we owe to our creditors through direct purchase of the debts from our creditors and convert such debt into shares of our common stock at a reduction of forty-two and a half percent (42.5%) off the lowest closing sale price for twenty (20) trading days as disclosed in the Settlement Agreement prior to the date of conversion for each tranche of debt purchased. Upon closing, the Company will immediately issue 60,200,000 freely trading shares pursuant to Section 3(a)(10) of the Securities Act to CCI.
Bubae
1 semana hace
I was here on the day this hit its high of $0.128 back on November 27th. One of my first posts on the board was telling these people that day something wasn't right. Been pulling back the curtain ever since. Hey, I think this stock is perfect for you. CEO Joe has set this up for some massive dilution though he hasn't pulled the trigger on it. Beginning to look like the are having trouble with the 3(a)(10) exemption and CEO Joe needs it badly to pay his lawyers.
Bubae
Re: AKATITUS post# 3859
Monday, November 27, 2023 12:01:19 AM
Post# 3862 of 15041
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173298613
I just see promotion here based on a "system and method" patent that looks dubious to me in terms of monetization. I would have to agree with that poster. I think I will pass, frankly I believe you have seen your run. Between those conversion shares and those who want to lock in their gains, when it turns it will likely turn hard. Just another view point to temper the emotional fervor. This is the OTC when it looks too good to be true you can bet your losses that it is. Bubae
Re: Hotel Delta post# 14975
Tuesday, December 17, 2024 6:54:44 AM
Post# 14976 of 15016
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175538972
Buyer beware. Massive dilution is in the pipeline.
On October 29, 2024, BlackStar Enterprise Group, Inc. ("BEGI", "BlackStar", or the "Company") entered into a proposed settlement for purchase of $861,539.26 of debt owed to BlackStar's creditors...
Bubae
4 semanas hace
New outstanding share count update. No change. I'm beginning to think CEO Joe will not be able to pull off that section 3(a)(10) dilution. Either way it is bad news for shareholders. The account payable that were to be converted is mostly legal fees. Attorneys normally like getting paid. That account was more than $1 million at the end of Q3. Screen shot of the December 13th update which was posted on the 26th below.
Blockchain Technology Company BlackStar Secures Institutional Investor for Debt Repayment, Seeks Valuation and Eyes Revenue Possibilities Through IP Licensing
Tuesday, 05 November 2024 09:45 AM
https://www.accesswire.com/939223/blockchain-technology-company-blackstar-secures-institutional-investor-for-debt-repayment-seeks-valuation-and-eyes-revenue-possibilities-through-ip-licensing
BlackStar entered into an agreement to retire $861,539.26 of debt ("the Settlement Amount") in a transaction pursuant to 3(a)(10) of the Securities Act. Continuation Capital, Inc. ("CCI"), a Delaware corporation, purchased the obligations from certain vendors of the Company, which consist of accounts payable due from the Company.
Form 8K November 05, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000119/blackstar8k1152024.htm
On October 29, 2024, BlackStar Enterprise Group, Inc. ("BEGI", "BlackStar", or the "Company") entered into a proposed settlement for purchase of $861,539.26 of debt owed to BlackStar's creditors. Under the terms of the Settlement Agreement and Stipulation ("Settlement Agreement") discussed below, Continuation Capital, Inc. ("CCI") agreed to purchase the bona fide and outstanding and unpaid creditor claims in exchange for shares of BlackStar's common stock in a State court approved transaction in compliance with the terms of Section 3(a)(10) of the Securities Act of 1933, as amended.
The Settlement Agreement allows Continuation Capital to purchase debt that we owe to our creditors through direct purchase of the debts from our creditors and convert such debt into shares of our common stock at a reduction of forty-two and a half percent (42.5%) off the lowest closing sale price for twenty (20) trading days as disclosed in the Settlement Agreement prior to the date of conversion for each tranche of debt purchased. Upon closing, the Company will immediately issue 60,200,000 freely trading shares pursuant to Section 3(a)(10) of the Securities Act to CCI.
Bubae
Re: None
Thursday, December 05, 2024 9:31:53 AM
Post# 14917 of 14975
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175480484
For those who may believe buying 7s and 8s here is an opportunity to flip this trash. The summary of the settlement agreement states that the conversions will be done "...at a reduction of forty-two and a half percent (42.5%) off the lowest closing sale price for twenty (20) trading days as disclosed in the Settlement Agreement..." Looking at the Settlement Agreement, Exhibit 10.1 linked below, we find that the conversions are to be done at "..market price during the valuation period..." Market Price is defined as lowest "Sale Price".
3(A)(10) Financing: New Predatory Financing Using the Securities Act
Thomas S. Glassman University of Michigan Law School
https://repository.law.umich.edu/cgi/viewcontent.cgi?article=1039&context=mbelr
Bubae
1 mes hace
I see an end of day trade at $0.0005. New calculated basis for the continuous Capital conversions should be $0.000288. If CEO Joe gets back on his infomercial horse Continuous Capital could make a small fortune on any price increase.
Exhibit 10.1
SETTLEMENT AGREEMENT AND STIPULATION
https://www.sec.gov/Archives/edgar/data/1483646/000106594924000119/ex10_1.htm
Page 2
1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
“CLAIM AMOUNT” shall mean $861,539.26 (Subject to any applicable discounts pursuant to the annexed Claims Purchase Agreements).
...
“SALE PRICE” shall mean the Sale Price of the Common Stock on the Principal Market.
"MARKET PRICE" on any given date shall mean the lowest Sale Price during the Valuation Period.
"VALUATION PERIOD" shall mean the twenty (20) day trading period preceding the share request...
"PURCHASE PRICE" shall mean the Market Price during the Valuation Period (or such other date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement) less the product of the Discount and the Market Price.
...
Page 4
a. In settlement of the Claims, Company shall initially issue and deliver to CCI, in one or more tranches as necessary subject to paragraph 3(e) and (f) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty two and one half percent (42.5%) discount to market (the total amount of the claims divided by the purchase price) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the Settlement.
Bubae
1 mes hace
Wow, that post triggered you? 😆 A little factual reverberation for the newbs to the board. It is rare that you see agreements with a constantly adjusting conversion price these days who's intended purpose is to move what will be much more than $1 million in new shares. In terms of stock picks you would do better throwing a dart at a list of OTC tickers. We know from the last OS update of November 27th that the 60,200,000 shares for fees and expenses was issued. We also know that the authorized share count has been finalized with the DEF 14C filing on the 17th of December yet we still don't have a share count update on the OTC markets site. This is just the beginning.
Exhibit 10.1
SETTLEMENT AGREEMENT AND STIPULATION
https://www.sec.gov/Archives/edgar/data/1483646/000106594924000119/ex10_1.htm
Page 2
1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
“CLAIM AMOUNT” shall mean $861,539.26 (Subject to any applicable discounts pursuant to the annexed Claims Purchase Agreements).
...
“SALE PRICE” shall mean the Sale Price of the Common Stock on the Principal Market.
"MARKET PRICE" on any given date shall mean the lowest Sale Price during the Valuation Period.
"VALUATION PERIOD" shall mean the twenty (20) day trading period preceding the share request...
"PURCHASE PRICE" shall mean the Market Price during the Valuation Period (or such other date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement) less the product of the Discount and the Market Price.
...
Page 4
a. In settlement of the Claims, Company shall initially issue and deliver to CCI, in one or more tranches as necessary subject to paragraph 3(e) and (f) herein, shares of Common Stock (the “Initial Issuance”), subject to adjustment and ownership limitations as set forth below, sufficient to satisfy the compromised amount at a forty two and one half percent (42.5%) discount to market (the total amount of the claims divided by the purchase price) based on the market price during the valuation period as defined herein through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act (the Settlement.
SorcererDiviner18
1 mes hace
Motivated reasoning (at its finest) combined with unfounded assumptions. Hallmarks of causality without sufficient evidence. Also, link to any case where a public company in breach of contract engages in costly patent valuation to show that there is little value. And you are indirectly inferring that the patents might have some value based on GS Capital Partners LLC's actions or interest. Specifically, the suggestion that Blackstar "wanted to demonstrate to GS Capital that there is little of value to go after while they were in settlement talks" implies that GS Capital might see potential value in the patents, prompting Blackstar to downplay their worth. And you also mention that Blackstar might be insolvent by 2026 case close, so I guess that is another indirect projection that you think GS Capital LLC finds value in the patents.
"I don't want to get in the weeds of the lawsuit" = Cognitive Dissonance Avoidance
You are unknowingly committing a categorical error, logical fallacy and self contradictory statement with your predatory lending claim, which is an argument that BEGI has now brought up in the opening brief.
Predatory lending, if it exists, is about the intent behind creating or enforcing the contract, not merely its "benefits" as you are arguing.
Arguing about the "benefits of the contract" misses the point entirely that predatory lending could occur even with a legally valid and enforceable contract, provided the lender’s practices were exploitative or abusive.
Predatory lending (which BEGI has brought up) is distinct from Rule 144.......so we can even leave Rule 144 out of this (which BEGI has brought up as well)
Serious questions:
Do you think the contract terms violated public policy?
Did BEGI argue that such practices render the contract unconscionable and, therefore, unenforceable under Nevada law?
Do you consider the amount of shares sold and gains to qualify as share dumping? If so, does share dumping violate public policy and protection?
Has the Nevada state courts previously invalidated contracts that:
A.Were found to be unconscionable or grossly unfair
B.Facilitated illegal activities, including violations of federal laws
C. Were contrary to public interest
???
Lastly, if you don't want to get into the weeds of the lawsuit, why are you commenting at all to begin with authoritative claims stating none of this falls under the purview of the courts, federal laws don't matter, GS Cap shredded BEGI, investors should not cling to hope, responding to my posts at all.
I have not made any claims about what I think may or should happen, all I have done is hold you to account and point out the conceptual cognitive dissonance nightmare of your own posts.
All of this is up to the courts once all evidence has been laid out, and your authoritative claims and calling the GS a predatory lender is baffling, while also taking the stance that this case is dead on arrival.
Let it play out.
SorcererDiviner18
1 mes hace
You are unknowingly committing a categorical error, logical fallacy and self contradictory statement with your predatory lending claim, which is an argument that BEGI has now brought up in the opening brief.
Predatory lending, if it exists, is about the intent behind creating or enforcing the contract, not merely its "benefits" as you are arguing.
Arguing about the "benefits of the contract" misses the point entirely that predatory lending could occur even with a legally valid and enforceable contract, provided the lender’s practices were exploitative or abusive.
Predatory lending (which BEGI has brought up) is distinct from Rule 144.......so we can even leave Rule 144 out of this (which BEGI has brought up as well)
Serious questions:
Do you think the contract terms violated public policy?
Did BEGI argue that such practices render the contract unconscionable and, therefore, unenforceable under Nevada law?
Do you consider the amount of shares sold and gains to qualify as share dumping? If so, does share dumping violate public policy and protection?
Has the Nevada state courts previously invalidated contracts that:
A.Were found to be unconscionable or grossly unfair
B.Facilitated illegal activities, including violations of federal laws
C. Were contrary to public interest
???
Lastly, if you don't want to get into the weeds of the lawsuit, why are you commenting at all to begin with authoritative claims stating none of this falls under the purview of the courts, federal laws don't matter, GS Cap shredded BEGI, investors should not cling to hope, responding to my posts at all.
I have not made any claims about what I think may or should happen, all I have done is hold you to account and point out the conceptual cognitive dissonance nightmare of your own posts.
All of this is up to the courts once all evidence has been laid out, and your authoritative claims and calling the GS a predatory lender is baffling, while also taking the stance that this case is dead on arrival.
Let it play out.
Bubae
1 mes hace
All anyone who is clinging to the possibility that this lawsuit can in anyway be beneficial to Blackstar can simply read the answering brief which pretty well covers what is going on in this single document. The benefit of the contract, as with all toxic notes, is completely written to cover the predatory lender. Blackstar can't even attract these types of loans anymore with two in default since 2022 and this one in litigation.
What matters is that the ridiculous consequences of such huge accrued legal expenses over what was originally such a relatively small sum owed speaks to the incompetency of the management of this company. Now they are trying to unload the costs of litigation onto traders of Blackstar stock with the new dilution using the Section 3(a)(10) exemption from registration for more than $860K of what will be more than $1 million in new dilution converted at a steep discount to market. Blackstar last borrowed a total of $50K from two individuals in July. The cash balance of as of September 30th was $2,179. I see no new borrowing up to the release of the Q3 filing. People need to start buying those new shares in earnest or CEO Joes attorneys may take a hike. 😆
Nevada Supreme Court lawsuit docket link
https://caseinfo.nvsupremecourt.us/public/caseView.do;jsessionid=3856EC6FBAE306463832E195DC457FC7?csIID=68335
SEE DOCUMENT ##24-49351 FOR THE GS CAPITAL ANSWERING BRIEF. PDF documents listed at the far right of each line item.
For the quarterly period ended September 30, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000133/begi-20240930.htm
Page 7
NOTE 2 – GOING CONCERN
...As shown in the financial statements for the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company has generated no revenues and has incurred losses. As of September 30, 2024, the Company had cash of $2,179, working capital deficiency of $2,568,410 and an accumulated deficit of $11,529,344...
Bubae
Re: Hotel Delta post# 14975
Tuesday, December 17, 2024 6:54:44 AM
Post# 14976 of 15016
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175538972
Buyer beware. Massive dilution is in the pipeline.
On October 29, 2024, BlackStar Enterprise Group, Inc. ("BEGI", "BlackStar", or the "Company") entered into a proposed settlement for purchase of $861,539.26 of debt owed to BlackStar's creditors...
SorcererDiviner18
1 mes hace
. I do not practice motivated reasoning which is why I have left no money here.
Did you check the tag on your Dunning Kruger safety blanket? It is an entirely distinct brand from motivated reasoning. This meta-ironic statement is unintentional comedic brilliance 😂
^If it was intentional, please accept my pat on the back in advance. Very funny.
90% of your posts, yes, you copy and paste from the company print that is years old, and also a copy and paste OTC style auto generated filing. Was your comments on Federal law not mattering apart of that print? Don't get me started......😅 I'll be here all day, and I am not spending my Sunday here.
By what rule do you operate that left you caught holding while this hopeless company tanked 50% in a single day?
Do you know what state/country you are in? Wild West, Over-the-counter. A certain Devil-may-care attitude. You've been stalking begi for years now, right? Did you not watch it rise well over 50% in '21, '23 like a fart in the wind out of nowhere.It's a sub $5m market cap company.
Thanks for the post, though. Text Burner that you need help getting out of the DK blanket which induced a cognitive dissonance pretzel 😅
SorcererDiviner18
1 mes hace
First off, you need to unwrap yourself from your Dunning-Kruger safe space, safety blanket. 😆
The answering brief was just filed yesterday, lol! It's the weekend, pal. I am no under no mandate to spend time putting it in language that can be digested by penny trading promoters, who have no interest in the stock or patents.
Why don't you (since you care so much) call the sanctioned lenders that have debts with BEGI and ask them when they plan to collect.
Do us a favor: get Ihub to increase the amount of pinned tweets so we don't have to see repeating posts populate. Sadly, I think I am the only one who speed reads the low-bandwidth trolling.
Have a good weekend, seriously.
Bubae
1 mes hace
Childish quips? 😆 You are the one who setup the drama for weeks and now that the answering brief is here you don't talk about it. It isn't a long read once you cut out all the legal fluff and like you said it is double spaced. This brief provides a good history and sequence of events for those who have no idea what is going on with this lawsuit.
From my perspective Blackstar believes that it is better to appeal this out as long as possible and try to con OTC traders into paying the legal bills starting with the the current Section 3(a)(10) exemption from registration for more than $860K of what will be more than $1 million in new dilution. If they can get OTC traders to bail them out then the gambit worked. If Blackstar can't get traders to bail them out then they go BK and leave GS Capital with nothing to go after except the method patents that have been good for nothing for years other than for the promotion of share sales. What do all the other debt holders do while this legal scheme plays out?
Looking at the docket summary for the district court linked below the original bench trial was scheduled for January 7th, 2025. That date was subsequently been rescheduled for July 1st 2025. The Q3 filing now informs us of Blackstar's expectation that this legal process could go on into 2026. In the meantime they need to sell as many shares as possible and pay some bills. Attorneys don't work for free and other debt holders aren't able to write off their loans as a 501charitable deduction. 😆
Nevada Supreme Court lawsuit docket link
https://caseinfo.nvsupremecourt.us/public/caseView.do;jsessionid=3856EC6FBAE306463832E195DC457FC7?csIID=68335
SEE DOCUMENT ##24-49351 FOR THE GS CAPITAL ANSWERING BRIEF. PDF documents listed at the far right of each line item.
Eighth Judicial District Court in Nevada
case number is A-23-881099-B, plug it into the court search query link below.
https://www.clarkcountycourts.us/Portal/
For the quarterly period ended September 30, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000133/begi-20240930.htm
Page 14
NOTE 10 - COMMITMENTS AND CONTINGENCIES
BlackStar and the Plaintiff have a agreed to a stay of the trial court proceedings while the appeal of the temporary restraining order is resolved, likely in late 2025 or early 2026.
Bubae
Re: Hotel Delta post# 14975
Tuesday, December 17, 2024 6:54:44 AM
Post# 14976 of 15006
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175538972
BlackStar entered into an agreement to retire $861,539.26 of debt ("the Settlement Amount") in a transaction pursuant to 3(a)(10) of the Securities Act. Continuation Capital, Inc. ("CCI"), a Delaware corporation, purchased the obligations from certain vendors of the Company, which consist of accounts payable due from the Company.
Bubae
1 mes hace
Pretty telling after commenting on this for weeks that you just leave it once released. GS Capital shredded Blackstar's appeal which was easy because GS Capital has the benefit of the contract. The link to that note is below. The answering brief is document #24-49351, link to the case is also below. CEO Joe has no choice but to run this out as long as possible. Blackstar can neither afford to settle or pay the eventual judgement. In the mean time Blackstar, at a minimum, has 2.5 billion shares in reserve to pay the current legal fees with the conversions to come.
GS Capital Note October 11, 2021
https://www.otcmarkets.com/filing/html?id=15300416&guid=MdY-knK33Xe5h3h#EX10_4_HTM
Nevada Supreme Court lawsuit docket link
https://caseinfo.nvsupremecourt.us/public/caseView.do;jsessionid=3856EC6FBAE306463832E195DC457FC7?csIID=68335
ORDER DENYING STAY - document 24-05565
Bottom of page 2
("When a contract is clear on its face, it will be construed from the written language and enforced as written." (internal quote marks omitted)); and appellant has not demonstrated a likelihood of success on the merits sufficient to tip the balance of the NRAP 8(c) factors in favor of a stay. Accordingly, we deny appellant's motions.
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