Bubae
2 일 전
There may e a hang up with CEO Joe's quest to convert the accounts payables of more than $860K using the Section 3(a)(10) exemption. Why would Blackstar be seeking a valuation of its assets when they are cash strapped and this exercise would require professional services. Lawsuit settlement? Maybe to ensure that they are not in conflict with the Section 3(a)(10) exemption rules? It gets complicated but possibly Blackstar needs to meet the 40% test to be exempt from registering the shares to show that they are not in the business of simply selling shares. Lets face it, Blackstar has zero full time employees and zero revenue. All they have is the method patents who's market value if ever allowed to be used is questionable.
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
Mr. Kurczodyna also stated that the next step for the Company is a valuation of our patents and a licensing strategy.
VOL. 31, NO. 6 • JUNE 2024
An Alternative Retail Offering:
“Conglomerate Vehicles” and
Their Regulatory Considerations
By Michael G. Doherty, Chelsea M. Childs, and Andrew G. Lawson
https://www.ropesgray.com/-/media/files/articles/2024/06/202406_investment_lawyer_article.pdf?rev=bbe8668bf561476db0d79307d6626bc8&hash=C1D5A6CB2D2D3E71592874054C398383
Section 3(a)(1)(C) applies its 40 percent test to investment in “investment securities.” For these purposes, “investment securities” are all securities excluding government securities, interests in employees’ securities companies and securities issued by majority-owned subsidiaries of the owner that (1) are not investment companies, and (2) are not relying on the exception from the definition of investment company in Sections 3(c)(1) or 3(c)(7). The SEC considers investment in the securities of a majority-owned subsidiary as being “more akin to activities of a holding company than an investment company.”...
Bubae
2 일 전
At least CEO Joe filed an 8K for the massive dilution to come. I understand from my reading that he didn't have to but maybe he is covering his hind end. According to the paper linked below "silence to the market about the deal is key to a 3(a)(10) financier" If the cat is out of the bag on this one I guess the buying may dry up despite renewed efforts by the CEO with his infomercials making the dilutive effect of the steep discounts with each tranche even worse.
This is a toxic note for certain including tranches of 60,200,000 shares for fees and expenses for the number of transactions which isn't clear from the reading of the filing. $861,539.26 worth of shares priced at a steep discount to market is crazy stuff. This is what CEO Joe referred to as an institutional investment in the November 5th press release. Good news right? 😆 The question is when do they start hammering this with the new shares.
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
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.
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
Page 105
In a basic 3(a)(10) arrangement, a 3(a)(10) financier brings a lawsuit against the company that will be receiving the financing. Within the initial lawsuit documents, it is stipulated that the 3(a)(10) financier is to be issued unrestricted common stock pursuant to a reduction in price from the current market value.42 According to the SEC filings of several companies, millions,43 and sometimes billions,44 of shares are issued to the financier in “tranches” which can be requested at any time by the financier as long as the issuance is below either 4.99%45 or 9.99%....
Page 106
Unless the company files an 8-K or other document with the SEC, the investor will likely never know the 3(a)(10) settlement happened until after the transaction is completed. Issuers may intentionally withhold information from shareholders in order to keep the stock price from falling.52 Shareholders who are notified may sell out of their position, not because the company lacks investment potential, but because of the overwhelming number of shares which will be sold and the pressure on the company to create artificial fixes (like a reverse split), which can “renew selling pressure.”
Page 107
Bearing in mind that a rational investor would not purchase stock certain to fall in price, and considering that a company’s stock price is very likely to fall because of the dilutive nature of 3(a)(10) financing, silence to the market about the deal is key to a 3(a)(10) financier. If the market knew that the purchase of a certain company’s stock would trigger the issuance of more shares, thus driving down the price, it is unlikely potential investors would make purchase. Silence about a 3(a)(10) financing agreement allows a 3(a)(10) financier to sell the stock where otherwise there would be no buyer for their discounted shares.
Short Squeeze
3 일 전
The value of a patent depends on several factors, including its uniqueness, market potential, industry demand, and the legal strength of the patent itself. Here’s a breakdown of potential factors that could influence the value of the two types of patents you mentioned:
1. Stock Trading on Blockchain Patent
• Market Size: Blockchain-based stock trading platforms could revolutionize traditional markets by offering decentralized, transparent, and efficient trading.
• Demand: High interest from financial institutions, fintech startups, and exchanges.
• Technology Differentiation: If the patent introduces a novel method of secure, efficient, or cost-effective trading, it could be highly valuable.
• Value Estimate: Depending on the specifics, such patents could range from $500,000 to $10 million or more, especially if it shows potential for large-scale adoption by financial markets.
2. Corporate Governance on Blockchain Patent
• Market Size: Blockchain applications in corporate governance, like shareholder voting, audit trails, and smart contracts, are gaining traction, particularly in public and large private companies.
• Demand: High interest from corporations, legal tech firms, and compliance agencies.
• Value Estimate: Given the growing need for transparency and automation in governance, the patent could be worth $250,000 to $5 million or more, depending on its ability to streamline governance processes and reduce costs.
Factors Affecting Overall Value:
• Licensing Potential: Patents can generate recurring income if licensed to multiple firms.
• Market Trends: Blockchain adoption trends, regulatory environment, and integration with existing systems.
• Patent Protection Strength: Broader, well-protected patents tend to be more valuable.
Would you like more detailed examples of comparable patents or valuation methods?
Bubae
3 일 전
CEO Joe has money to drop press releases everywhere this month to move the new shares so he must have the funds to file the quarterly. How bad is it and what is he hiding? See the (2) at the end of the Accesswire headline? That is the second time this month that he bought the same press release. He need to do better if he wants to move the rest of teh restricted that became vested at the end of June. Next up is what will be more than $1 million worth of new dilution per the last 8K using a section 3(a)(10) exemption from registration to obtain free trading shares for the foreseeable future. Think that has any chance without a split and a better story?
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
Blockchain Technology Company BlackStar Sees Future of Digital Asset Trading
PUBLISHED NOV 19, 2024 11:00AM EST
https://www.nasdaq.com/press-release/blockchain-technology-company-blackstar-sees-future-digital-asset-trading-2024-11-19
Blockchain Technology Company BlackStar Sees Future of Registered Digital Asset Trading (2)
Monday, 25 November 2024 10:45 AM
https://www.accesswire.com/946789/blockchain-technology-company-blackstar-sees-future-of-registered-digital-asset-trading-2
Bubae
Re: None
Thursday, November 21, 2024 6:01:14 PM
Post# 14830 of 14883
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175423373
New outstanding share count update today, this time backdated to the the 15th. looks like another 38,100,000 of the restricted shares made it into the market since the last update dropped on November 9th which was backdated to November 1st. A screen shot from that date is below. We also see the outstanding share count increase by 37,377,926 shares this time. With the 25 million shares that came off restricted with the previous update that could be a total of 63,100,000 of the 153 million shares that were issued as restricted at the end of December 2023 that were vested by the end of June. I say could be, because we do not know at this point if the 37,377,926 share increase in the OS is more shares going restricted or if CEO Joe has managed to get the section 3(a)(10) share exemptions off the ground. Either way we knew that conversion sales were taking place.
Bubae
3 일 전
Hey, I have a few press releases going back to 2021. You might note that the press releases for this year do not even talk about any updates concerning the need to partner with a broker deal or ATS. It would appear that no one wants to mess with this clunky trading platform that was developed for old school book entry shares. Others like the DTCC and Blackrock are investing heavily in developing systems based on tokenizaton on a blockchain. Blackstar can't even get their own shares trading on their proposed trading platform and no longer talk about why. CEO Joe in his latest press release is trying to conflate what the BlackStar’s Digital Trading Platform (“BDTP™”) does with what is going on with crypto assets and ETFs through tokenization. One has nothing to do with the other.
For the quarterly period ended June 30, 2024
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001483646/000106594924000098/begi-20240630.htm
Page 15 and 16
...The Company’s next major step in its main feature, BlackStar’s Digital Trading Platform (“BDTP™”), 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™ in accordance with existing laws and regulations. As of the date of this filing, the core platform of BDTP™ 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™.
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.
BlackStar's Digital Trading Platform Concept Receives SEC Guidance in Q3 2020
Wednesday, 16 September 2020 02:00
https://www.accesswire.com/606207/BlackStars-Digital-Trading-Platform-Concept-Receives-SEC-Guidance-in-Q3-2020
In July 2020, the Company presented the concept to SEC FinHub staff members for regulatory guidance and received the recommendation to apply for Alternative Trading System ("ATS") status. Given that guidance, we are evaluating our options for finalizing the BDTP, including exploring partnerships with existing ATS's. BlackStar will continue to seek further input from various regulatory agencies and OTC Markets on the potential functionality and regulatory aspects of the BDTP over the next several months.BlackStar's Blockchain Equity Trading Proprietary Software May Be Innovative Solution for Regulators, U.S. Broker Dealers and Investors
Wednesday, 21 July 2021 10:03
https://www.accesswire.com/656459/blackstars-blockchain-equity-trading-proprietary-software-may-be-innovative-solution-for-regulators-us-broker-dealers-and-investors
For the last phase of the project, BlackStar is actively pursuing strategic relationships with various broker dealers and clearing firms to quote the stock and enable the platform to begin trading of registered BEGI shares, completing the final stages of our multi-year software engineering effort. BlackStar Enterprise Group, Inc. Provides Corporate Update
Wednesday, 21 December 2022 12:00
https://www.accesswire.com/732798/BlackStar-Enterprise-Group-Inc-Provides-Corporate-Update
Our proposed secure platform offers the ability for the public to initiate trades through their brokerage accounts with cash for BlackStar common stock, offering increased security and order flow visibility, and prohibiting short selling.BlackStar Enterprise Group, Inc. Provides Registration Statement Update
Wednesday, 15 March 2023 10:30
https://www.accesswire.com/743761/blackstar-enterprise-group-inc-provides-registration-statement-update
....within the next six months with respect to seeking the approval or clearance of our shares being eligible to be traded on our BDTP™ platform.
...there is no assurance that we will be successful in our shares being approved or cleared for trading on our BDTP™ platform. The BDTP™ is not yet functional and may never be functional.Blockchain First Infrastructure Designed to Enable Public Company Common Shares to Trade as Digital Securities
Monday, 11 September 2023 09:29
https://www.accesswire.com/782422/blockchain-first-infrastructure-designed-to-enable-public-company-common-shares-to-trade-as-digital-securities
We believe that if we are able to secure a contract to host our platform in the next three to six months, that the BDTP™...
At this time, no ATS has committed to an arrangement. We intend to continue having discussions with various ATS's until we have secured an arrangement that will allow the BDTP™ platform to operate.Blockchain Technology Company BlackStar Sees Future of Registered Digital Asset Trading (2)
Monday, 25 November 2024 10:45 AM
https://www.accesswire.com/946789/blockchain-technology-company-blackstar-sees-future-of-registered-digital-asset-trading-2
Mr. Kurczodyna stated that "BlackStar's blockchain technology can facilitate the trading of U.S. registered public companies on the blockchain through the broker-dealer ecosystem.
BlazingStocks
3 일 전
$BEGI Share Structure
Authorized Shares 2,000,000,000 11/15/2024
Outstanding Shares 1,794,694,873 11/15/2024
Restricted 160,129,954 11/15/2024
Unrestricted 1,634,564,919 11/15/2024
https://www.otcmarkets.com/stock/BEGI/security
SorcererDiviner18
4 일 전
Very odd post. Yes, I have said nothing except cited state and federal law which you continually discount without providing any relevant pushback. I am happy to be disproven...provided you post something of substance. Still waiting.
You need to read the post...
If you want to continue tagging me, you could at least rectify your misunderstanding of the state assertions, similar to how you finally came around and admitted that federal law assertions are involved in the case.
Here we see another unanswered post, all the while downplaying both federal and state laws.
Another bump - for those who are also watching the case and may wish to provide more context to this:
You seem to not have read my post?
We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
In my opinion, the lower court likely focused narrowly on enforcing the contract as written, without addressing broader arguments like unconscionability, unjust enrichment, or public policy. This is common in lower courts, especially in commercial cases, as they often prioritize strict contract enforcement and assume both parties are sophisticated entities capable of negotiating fair terms.
Here’s why this might have happened and how the appeal could differ:
Contract Enforcement in Lower Courts:
Lower courts tend to prioritize the literal terms of the contract unless there is clear evidence of illegality, fraud, or procedural issues.
In commercial cases, they are often reluctant to invalidate terms unless they are blatantly oppressive or contrary to statutory law.
Reluctance to Apply Equity:
Lower courts may hesitate to invoke their equitable powers unless explicitly required, leaving broader issues like fairness or public policy to appellate courts.
Appeal to the Nevada Supreme Court:
Appellate courts, like the Nevada Supreme Court, have broader jurisdiction and can consider arguments related to fairness, equity, and public policy.
In this case, BlackStar’s appeal focuses on issues such as:
Unconscionability of the 170% interest rate and stock retention.
Unjust enrichment, where GS allegedly retained more than necessary to satisfy the loan.
Bad faith, related to delays in providing payoff information and continuing litigation after full payment.
In appeals, higher courts often take a more nuanced view, especially if enforcing the contract would lead to inequitable or unjust outcomes.
What do you think? Could the Nevada Supreme Court weigh equity and fairness more heavily than the lower court?
While Nevada does not have a statutory cap on interest rates for commercial loans, the public policy principles embedded in usury laws and fairness doctrines provide a strong basis for challenging the 170% interest rate in this case. Courts have wide discretion to void or modify contract terms that are deemed predatory, unconscionable, or contrary to public policy, even in the absence of explicit statutory limits.
This aligns with both Nevada’s equity-focused jurisprudence and broader legal trends discouraging predatory financial practices. If BlackStar's legal team emphasizes these arguments effectively, it could strengthen their case in the Nevada Supreme Court.
What do you all think? Could public policy concerns play a significant role in the court’s decision here?
Equitable Principles and Public Policy
Nevada Constitution Article 6, Section 6:
Nevada courts have broad equitable powers to prevent unjust outcomes, even in the absence of specific statutory violations.
Text:
"The District Courts and the Supreme Court shall also have power to issue writs necessary or proper to the complete exercise of their jurisdiction and to hear and determine cases both at law and in equity."
Application:
Courts may apply these equitable powers to contracts that, while technically valid, result in unjust enrichment or outcomes that violate public policy.
Public Policy Principles Against Predatory Lending:
Contracts that exploit vulnerabilities or result in excessive gains for one party are often deemed contrary to public policy.
NRS 598A.060: Public Policy and Trade Practices:
"Contracts contrary to public policy are void and unenforceable."
This statute underscores Nevada’s commitment to fairness and the prevention of exploitative practices.
Bubae
5 일 전
You don't even now what you are talking about. The comment "When a contract is clear on its face, it will be construed from the written language and enforced as written." was made by the Nevada appellate court (Nevada Supreme Court) in their ruling denying the stay and supporting the lower courts decision. You get wordy in your defense of this stock and in promoting the lawsuit as good for shareholders but you say so little. Bottom line is that GS Capital holds a contract for a loan with very nasty default language that the court has upheld to this point. A link to the October 11th 2021 note below. Pay the friggin loan balance of only $33K plus interest or hand over the shares. It is a fairly basic concept. Don't be so flippant STUPID in the first place. 🙄 Now CEO Joe wants to unload those legal fees of the past year on the traders of this stock. GOOD LUCK JOE!! 😆We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
GS Capital Note October 11, 2021
https://www.otcmarkets.com/filing/html?id=15300416&guid=MdY-knK33Xe5h3h#EX10_4_HTM
Bubae
Re: SorcererDiviner18 post# 14386
Sunday, October 27, 2024 6:37:41 PM
Post# 14388 of 14850
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175294813
I also have complained about that share dump but it is the purview of the SEC and not the courts in my opinion. The original GS Capital lawsuit was filed on November 6th 2023 with the Eighth Judicial District Court in Nevada. That is still ongoing with a trial date set for July 2025. Blackstar appealed the lower court decision on a stay extension for the GS Capital conversions to the Nevada Supreme Court. The Supreme Court of Nevada reject two claims by Blackstar in denying the extension. The first is Blackstar's claim to have paid the note so the lawsuit lacks merit. GS Capital showed where Blackstar tried to pay the note off AFTER the lawsuit was filed. Second, Blackstar claimed that the venue should be changed to a district court in New York. This argument also didn't get any traction and in February the Supreme Court of Nevada denied the extension of the stay in February 2024 with the statement "When a contract is clear on its face, it will be construed from the written language and enforced as written." The questions you pose in your posts are somewhat disingenuous since they can be answered through the link you proved yourself to the Nevada Supreme Court case. For those new to this the documents are numbered to the right of each docket line item and also serve as links to those documents.
burner67
5 일 전
No, I'm not following the court case. I don't have the time to try and figure that stuff out. I'm following the rollout of the product (there is none) and sales (there are none). Remember, Joe said he was getting lots of calls. And this was in 2024, after the lawsuit was filed. And he's been silent for quite a while. Why is that? If you're going to respond, please try and do it in a non snarky, non condescending manner. It's not a good look and really not necessary.
SorcererDiviner18
5 일 전
If it tells you a lot, why are you still here?
What your post tells me is that you were/are/thought about being a shareholder of the company, enough to find the telephone number and take the initiative to call.
You also said you were not following the seemingly laughable lawsuit, which should of given you a possible hint as to why there was a potential roadblock 'right around the corner'....
Look at the amounts involved in the case that I have listed below. This is quite important to any possible future initiatives. And if you were a shareholder, and were damaged in any way, you should really be looking at the case, even if it is pittance relative to your sizable NVDA gains.
Or you can just inquire about how to create your own liquidity from bashing posters and engage in void, adolescent trading tactics in a what amounts to a gigantic waste of time.
Your move, B67.
---
And if that doesn't wet your beak, maybe you can spend some time reading this to provide context and any useful insight that would help investors see any merit in the following. Start here, and then we can possibly move onto BEGI's federal assertions.
If you want to continue tagging me, you could at least rectify your misunderstanding of the state assertions, similar to how you finally came around and admitted that federal law assertions are involved in the case.
Here we see another unanswered post, all the while downplaying both federal and state laws.
Another bump - for those who are also watching the case and may wish to provide more context to this:
You seem to not have read my post?
We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
In my opinion, the lower court likely focused narrowly on enforcing the contract as written, without addressing broader arguments like unconscionability, unjust enrichment, or public policy. This is common in lower courts, especially in commercial cases, as they often prioritize strict contract enforcement and assume both parties are sophisticated entities capable of negotiating fair terms.
Here’s why this might have happened and how the appeal could differ:
Contract Enforcement in Lower Courts:
Lower courts tend to prioritize the literal terms of the contract unless there is clear evidence of illegality, fraud, or procedural issues.
In commercial cases, they are often reluctant to invalidate terms unless they are blatantly oppressive or contrary to statutory law.
Reluctance to Apply Equity:
Lower courts may hesitate to invoke their equitable powers unless explicitly required, leaving broader issues like fairness or public policy to appellate courts.
Appeal to the Nevada Supreme Court:
Appellate courts, like the Nevada Supreme Court, have broader jurisdiction and can consider arguments related to fairness, equity, and public policy.
In this case, BlackStar’s appeal focuses on issues such as:
Unconscionability of the 170% interest rate and stock retention.
Unjust enrichment, where GS allegedly retained more than necessary to satisfy the loan.
Bad faith, related to delays in providing payoff information and continuing litigation after full payment.
In appeals, higher courts often take a more nuanced view, especially if enforcing the contract would lead to inequitable or unjust outcomes.
What do you think? Could the Nevada Supreme Court weigh equity and fairness more heavily than the lower court?
While Nevada does not have a statutory cap on interest rates for commercial loans, the public policy principles embedded in usury laws and fairness doctrines provide a strong basis for challenging the 170% interest rate in this case. Courts have wide discretion to void or modify contract terms that are deemed predatory, unconscionable, or contrary to public policy, even in the absence of explicit statutory limits.
This aligns with both Nevada’s equity-focused jurisprudence and broader legal trends discouraging predatory financial practices. If BlackStar's legal team emphasizes these arguments effectively, it could strengthen their case in the Nevada Supreme Court.
What do you all think? Could public policy concerns play a significant role in the court’s decision here?
Equitable Principles and Public Policy
Nevada Constitution Article 6, Section 6:
Nevada courts have broad equitable powers to prevent unjust outcomes, even in the absence of specific statutory violations.
Text:
"The District Courts and the Supreme Court shall also have power to issue writs necessary or proper to the complete exercise of their jurisdiction and to hear and determine cases both at law and in equity."
Application:
Courts may apply these equitable powers to contracts that, while technically valid, result in unjust enrichment or outcomes that violate public policy.
Public Policy Principles Against Predatory Lending:
Contracts that exploit vulnerabilities or result in excessive gains for one party are often deemed contrary to public policy.
NRS 598A.060: Public Policy and Trade Practices:
"Contracts contrary to public policy are void and unenforceable."
This statute underscores Nevada’s commitment to fairness and the prevention of exploitative practices.
SorcererDiviner18
5 일 전
If you want to continue tagging me, you could at least rectify your misunderstanding of the state assertions, similar to how you finally came around and admitted that federal law assertions are involved in the case.
Here we see another unanswered post, all the while downplaying both federal and state laws.
Another bump - for those who are also watching the case and may wish to provide more context to this:
You seem to not have read my post?
We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
In my opinion, the lower court likely focused narrowly on enforcing the contract as written, without addressing broader arguments like unconscionability, unjust enrichment, or public policy. This is common in lower courts, especially in commercial cases, as they often prioritize strict contract enforcement and assume both parties are sophisticated entities capable of negotiating fair terms.
Here’s why this might have happened and how the appeal could differ:
Contract Enforcement in Lower Courts:
Lower courts tend to prioritize the literal terms of the contract unless there is clear evidence of illegality, fraud, or procedural issues.
In commercial cases, they are often reluctant to invalidate terms unless they are blatantly oppressive or contrary to statutory law.
Reluctance to Apply Equity:
Lower courts may hesitate to invoke their equitable powers unless explicitly required, leaving broader issues like fairness or public policy to appellate courts.
Appeal to the Nevada Supreme Court:
Appellate courts, like the Nevada Supreme Court, have broader jurisdiction and can consider arguments related to fairness, equity, and public policy.
In this case, BlackStar’s appeal focuses on issues such as:
Unconscionability of the 170% interest rate and stock retention.
Unjust enrichment, where GS allegedly retained more than necessary to satisfy the loan.
Bad faith, related to delays in providing payoff information and continuing litigation after full payment.
In appeals, higher courts often take a more nuanced view, especially if enforcing the contract would lead to inequitable or unjust outcomes.
What do you think? Could the Nevada Supreme Court weigh equity and fairness more heavily than the lower court?
While Nevada does not have a statutory cap on interest rates for commercial loans, the public policy principles embedded in usury laws and fairness doctrines provide a strong basis for challenging the 170% interest rate in this case. Courts have wide discretion to void or modify contract terms that are deemed predatory, unconscionable, or contrary to public policy, even in the absence of explicit statutory limits.
This aligns with both Nevada’s equity-focused jurisprudence and broader legal trends discouraging predatory financial practices. If BlackStar's legal team emphasizes these arguments effectively, it could strengthen their case in the Nevada Supreme Court.
What do you all think? Could public policy concerns play a significant role in the court’s decision here?
Equitable Principles and Public Policy
Nevada Constitution Article 6, Section 6:
Nevada courts have broad equitable powers to prevent unjust outcomes, even in the absence of specific statutory violations.
Text:
"The District Courts and the Supreme Court shall also have power to issue writs necessary or proper to the complete exercise of their jurisdiction and to hear and determine cases both at law and in equity."
Application:
Courts may apply these equitable powers to contracts that, while technically valid, result in unjust enrichment or outcomes that violate public policy.
Public Policy Principles Against Predatory Lending:
Contracts that exploit vulnerabilities or result in excessive gains for one party are often deemed contrary to public policy.
NRS 598A.060: Public Policy and Trade Practices:
"Contracts contrary to public policy are void and unenforceable."
This statute underscores Nevada’s commitment to fairness and the prevention of exploitative practices.
SorcererDiviner18
5 일 전
Here we see another unanswered post, all the while downplaying both federal and state laws.
Another bump - for those who are also watching the case and may wish to provide more context to this:
You seem to not have read my post?
We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
In my opinion, the lower court likely focused narrowly on enforcing the contract as written, without addressing broader arguments like unconscionability, unjust enrichment, or public policy. This is common in lower courts, especially in commercial cases, as they often prioritize strict contract enforcement and assume both parties are sophisticated entities capable of negotiating fair terms.
Here’s why this might have happened and how the appeal could differ:
Contract Enforcement in Lower Courts:
Lower courts tend to prioritize the literal terms of the contract unless there is clear evidence of illegality, fraud, or procedural issues.
In commercial cases, they are often reluctant to invalidate terms unless they are blatantly oppressive or contrary to statutory law.
Reluctance to Apply Equity:
Lower courts may hesitate to invoke their equitable powers unless explicitly required, leaving broader issues like fairness or public policy to appellate courts.
Appeal to the Nevada Supreme Court:
Appellate courts, like the Nevada Supreme Court, have broader jurisdiction and can consider arguments related to fairness, equity, and public policy.
In this case, BlackStar’s appeal focuses on issues such as:
Unconscionability of the 170% interest rate and stock retention.
Unjust enrichment, where GS allegedly retained more than necessary to satisfy the loan.
Bad faith, related to delays in providing payoff information and continuing litigation after full payment.
In appeals, higher courts often take a more nuanced view, especially if enforcing the contract would lead to inequitable or unjust outcomes.
What do you think? Could the Nevada Supreme Court weigh equity and fairness more heavily than the lower court?
While Nevada does not have a statutory cap on interest rates for commercial loans, the public policy principles embedded in usury laws and fairness doctrines provide a strong basis for challenging the 170% interest rate in this case. Courts have wide discretion to void or modify contract terms that are deemed predatory, unconscionable, or contrary to public policy, even in the absence of explicit statutory limits.
This aligns with both Nevada’s equity-focused jurisprudence and broader legal trends discouraging predatory financial practices. If BlackStar's legal team emphasizes these arguments effectively, it could strengthen their case in the Nevada Supreme Court.
What do you all think? Could public policy concerns play a significant role in the court’s decision here?
Equitable Principles and Public Policy
Nevada Constitution Article 6, Section 6:
Nevada courts have broad equitable powers to prevent unjust outcomes, even in the absence of specific statutory violations.
Text:
"The District Courts and the Supreme Court shall also have power to issue writs necessary or proper to the complete exercise of their jurisdiction and to hear and determine cases both at law and in equity."
Application:
Courts may apply these equitable powers to contracts that, while technically valid, result in unjust enrichment or outcomes that violate public policy.
Public Policy Principles Against Predatory Lending:
Contracts that exploit vulnerabilities or result in excessive gains for one party are often deemed contrary to public policy.
NRS 598A.060: Public Policy and Trade Practices:
"Contracts contrary to public policy are void and unenforceable."
This statute underscores Nevada’s commitment to fairness and the prevention of exploitative practices.
Bubae
5 일 전
The only thing that matters at this point is the new dilution if CEO Joe is successful in getting his Section 3(a)(10) exemption for what will be much more than $1 million in new free trading stock. Also the ongoing walk-up and share dump activity while they feed the vested restricted shares in. My question to the SEC is why would you hand over such a tool like the Section 3(a)(10) exemption to a group that is clearly abusing the current system. This type of activity is not legal and the SEC should be looking into who is doing it. This was done while CEO Joe was running his infomercials earlier in the year. Let us also not forget that Blackstar is now delinquent in their reporting.
Painting the Tape: Definition, Legality, Example
https://www.investopedia.com/terms/p/paintingthetape.asp#:~:text=Painting%20the%20tape%20increases%20volume,it%20creates%20an%20artificial%20price.
By WILL KENTON Full BioWill Kenton is an expert on the economy and investing laws and regulations. He previously held senior editorial roles at Investopedia and Kapitall Wire and holds a MA in Economics from The New School for Social Research and Doctor of Philosophy in English literature from NYU.
Learn about our editorial policies Updated February 28, 2021Reviewed by ERIKA RASURE
Painting the tape increases volume and attracts investors, who then may push a price higher. The market manipulators will then sell their holdings to investors unaware of the manipulation.
Painting the tape is an illegal activity and prohibited by the SEC because it creates an artificial price.
Bubae
Re: Gunner54 post# 14833
Friday, November 22, 2024 7:00:41 PM
Post# 14836 of 14853
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175429920
And yet another attempt to spin the coming dilution as good news. Maybe we should look at the specific "proposed" agreement that Blackstar has with Continuation Capital. Continuation Capital is not investing anything into Blackstar. The agreement is to move more than $860K of accounts payable complete with fees of 60,200,000 shares issued for each deal with the creditors, conversion price of 42.5% off the lowest closing sale price for twenty (20) trading days, all shares exempt from registration and immediately free trading. Post# 14263 linked below goes into detail about how the accounts payables grew so quickly with the legal fees.
SorcererDiviner18
5 일 전
Might also note that Nevada is one of five states without a usury law.
While Nevada does not have a statutory cap on interest rates for commercial loans, the public policy principles embedded in usury laws and fairness doctrines provide a strong basis for challenging the 170% interest rate in this case. Courts have wide discretion to void or modify contract terms that are deemed predatory, unconscionable, or contrary to public policy, even in the absence of explicit statutory limits.
This aligns with both Nevada’s equity-focused jurisprudence and broader legal trends discouraging predatory financial practices. If BlackStar's legal team emphasizes these arguments effectively, it could strengthen their case in the Nevada Supreme Court.
What do you all think? Could public policy concerns play a significant role in the court’s decision here?
Equitable Principles and Public Policy
Nevada Constitution Article 6, Section 6:
Nevada courts have broad equitable powers to prevent unjust outcomes, even in the absence of specific statutory violations.
Text:
"The District Courts and the Supreme Court shall also have power to issue writs necessary or proper to the complete exercise of their jurisdiction and to hear and determine cases both at law and in equity."
Application:
Courts may apply these equitable powers to contracts that, while technically valid, result in unjust enrichment or outcomes that violate public policy.
Public Policy Principles Against Predatory Lending:
Contracts that exploit vulnerabilities or result in excessive gains for one party are often deemed contrary to public policy.
NRS 598A.060: Public Policy and Trade Practices:
"Contracts contrary to public policy are void and unenforceable."
This statute underscores Nevada’s commitment to fairness and the prevention of exploitative practices.
SorcererDiviner18
5 일 전
You seem to not have read my post?
We already know that procedural courts focused on enforcing the contract as written, thus why we are now in the appellate court.
In my opinion, the lower court likely focused narrowly on enforcing the contract as written, without addressing broader arguments like unconscionability, unjust enrichment, or public policy. This is common in lower courts, especially in commercial cases, as they often prioritize strict contract enforcement and assume both parties are sophisticated entities capable of negotiating fair terms.
Here’s why this might have happened and how the appeal could differ:
Contract Enforcement in Lower Courts:
Lower courts tend to prioritize the literal terms of the contract unless there is clear evidence of illegality, fraud, or procedural issues.
In commercial cases, they are often reluctant to invalidate terms unless they are blatantly oppressive or contrary to statutory law.
Reluctance to Apply Equity:
Lower courts may hesitate to invoke their equitable powers unless explicitly required, leaving broader issues like fairness or public policy to appellate courts.
Appeal to the Nevada Supreme Court:
Appellate courts, like the Nevada Supreme Court, have broader jurisdiction and can consider arguments related to fairness, equity, and public policy.
In this case, BlackStar’s appeal focuses on issues such as:
Unconscionability of the 170% interest rate and stock retention.
Unjust enrichment, where GS allegedly retained more than necessary to satisfy the loan.
Bad faith, related to delays in providing payoff information and continuing litigation after full payment.
In appeals, higher courts often take a more nuanced view, especially if enforcing the contract would lead to inequitable or unjust outcomes.
What do you think? Could the Nevada Supreme Court weigh equity and fairness more heavily than the lower court?
Bubae
5 일 전
here we go again. 🙄 Post# 14388 and 14263 with links to the information for those unfamiliar with this lawsuit that is now more than a year old. Might also note that Nevada is one of five states without a usury law. Meanwhile we wait to see if the massive dilution agreement is to move more than $860K of accounts payable is viable to pay those legal fees. Where is that filing.
Bubae
Re: SorcererDiviner18 post# 14386
Sunday, October 27, 2024 6:37:41 PM
Post# 14388 of 14850
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175294813
I also have complained about that share dump but it is the purview of the SEC and not the courts in my opinion. The original GS Capital lawsuit was filed on November 6th 2023 with the Eighth Judicial District Court in Nevada. That is still ongoing with a trial date set for July 2025. Blackstar appealed the lower court decision on a stay extension for the GS Capital conversions to the Nevada Supreme Court. The Supreme Court of Nevada reject two claims by Blackstar in denying the extension. The first is Blackstar's claim to have paid the note so the lawsuit lacks merit. GS Capital showed where Blackstar tried to pay the note off AFTER the lawsuit was filed. Second, Blackstar claimed that the venue should be changed to a district court in New York. This argument also didn't get any traction and in February the Supreme Court of Nevada denied the extension of the stay in February 2024 with the statement "When a contract is clear on its face, it will be construed from the written language and enforced as written." The questions you pose in your posts are somewhat disingenuous since they can be answered through the link you proved yourself to the Nevada Supreme Court case. For those new to this the documents are numbered to the right of each docket line item and also serve as links to those documents.Bubae
Re: None
Thursday, August 22, 2024 9:01:46 AM
Post# 14263 of 14850
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=174965606&txt2find=denied%2Bprinciple
Blackstar is getting crushed with legal fees related to this stupid, stupid, stupid lawsuit. Stupid why? Because it is over the failure to deliver conversion shares in November 2023 that amounted to less than half the principle owed at the time. It was 257,701,499 million shares at what we would learn later was priced at $0.00006 a share, not a typo $0.00006, or a bit more than $15,000. The reported remaining principal balance on the GS Capital note was only $33,682. Now if GS Capital had gotten their conversions they would have made a small fortune off this while the fools who bought this drove it to a penny at the time.
SorcererDiviner18
6 일 전
It seems like we won’t get answers regarding the federal law assertions until GS Capital’s answering brief is filed. At this point, even basic transparency on dealer registration is unclear, as searches of SEC/FINRA databases yield no results. For now, I’m focusing on the state law aspects of this case.
Based on BlackStar’s opening brief, GS Capital allegedly issued a $60,000 loan with an effective 170% interest rate, collected $600,000 in repayments, and retained 20% of BlackStar’s stock (381,890,165 shares)—valued at over $1 million. BlackStar argues that this is disproportionate, unjust, and unconscionable under Nevada law. Here are key arguments and legal issues raised in the opening brief:
Key Arguments:
Excessive Interest and Unjust Enrichment:
The 170% interest rate and the retention of both the $600,000 repayment and 20% of BlackStar’s stock suggest an unjust enrichment at BlackStar’s expense.
Bad Faith in Litigation:
GS Capital allegedly delayed providing payoff information and continued litigation even after full payment of the loan.
Disproportionate Damages:
The financial gain ($600,000 + $1M in stock) compared to the loan amount ($60,000) appears extreme and raises concerns about enforceability.
Legal Principles to Watch For:
Unconscionability (NRS 104.2302):
Nevada law allows courts to refuse to enforce terms that are excessively one-sided or oppressive. The court may invalidate or modify the stock retention if deemed unconscionable.
Unjust Enrichment:
Under Nevada common law, retaining both repayment and equity could be seen as an unfair windfall beyond the value of the original loan.
Equitable Powers (Nevada Constitution Article 6):
Nevada courts have the authority to adjust contracts to ensure fairness and prevent unjust outcomes.
Bubae
7 일 전
It should be no surprise that we have new faces showing up to pump this as of yesterday. A little juice to help the walk-up could help their flip. Thursday trading bottomed out the latest dilutive sell off at 12 and 13 all day then Friday the walk-up begins again with a muscled close to $0.0016 after a opening at $0.0012. Can they get it up above $0.002 this time is the question. There have been several cycles of this activity to move the new shares now and it is clear that they are moving the restricted shares that vested at the end of June. We now have the headwinds from the latest 8K that if successful will push much more than $1 million in new dilution. The lawsuit continues to chew away at the value here. The latest press release confirms that CEO Joe has nothing new to report for this story and Blackstar is now delinquent in their reporting. That filing will be a fun read when it is finally release. My Post# 14425 linked below for the October 29th, the most recent high of $0.0029 before the sell off. Complete with the chart.
Bubae
Re: None
Thursday, November 21, 2024 6:01:14 PM
Post# 14830 of 14848
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175423373
New outstanding share count update today, this time backdated to the the 15th. looks like another 38,100,000 of the restricted shares made it into the market since the last update dropped on November 9th which was backdated to November 1st. A screen shot from that date is below. We also see the outstanding share count increase by 37,377,926 shares this time. With the 25 million shares that came off restricted with the previous update that could be a total of 63,100,000 of the 153 million shares that were issued as restricted at the end of December 2023 that were vested by the end of June. I say could be, because we do not know at this point if the 37,377,926 share increase in the OS is more shares going restricted or if CEO Joe has managed to get the section 3(a)(10) share exemptions off the ground. Either way we knew that conversion sales were taking place.Bubae
Re: None
Tuesday, October 29, 2024 12:15:02 PM
Post# 14425 of 14848
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175303375
Looks like they are promoting somewhere and found a few buyers. If nothing else Blackstar has demonstrated that they consistently are able to walk the price up to support the next share dump. The last OS back dated update of October 16th revealed that they dumped 25 million of the restricted in the previous 30 days. That resulted in a low of $0.0013 on October 18 before this walk up. If you are going to play with this observe the cycles of walk up and dump. I suspect that CEO Joe has been called out on his infomercials and is now staying silent so that catalyst that has worked in the past is questionable at this point. There is a reason why he isn't supporting these conversions in my opinion. Could be he just doesn't have the cash flow and can't pay for the promotion with promised shares at this point.
Trades for 11/22/2024
Short Squeeze
7 일 전
From Chat GBT
Corporate governance plays a critical role in shaping a company’s performance and, consequently, its shareholder value. For Blackstar (whether it refers to a specific company or hypothetical one), the implementation or enhancement of corporate governance could have several impacts on its stock price and shareholder value. Here’s a breakdown:
1. Improved Investor Confidence
• Strong corporate governance structures (e.g., independent board members, transparency, and clear accountability) build trust with investors. This can lead to a higher demand for the company’s stock, driving up the price.
• Companies with good governance practices are less likely to encounter scandals or fraud, which protects the stock price from sharp declines.
2. Better Financial Performance
• Effective governance often correlates with better decision-making and operational efficiency, which can boost financial performance and profitability.
• Improved financial results typically attract more investors, increasing the stock’s value.
3. Risk Mitigation
• Governance policies ensure compliance with laws and regulations, reducing legal and reputational risks.
• Lower risks often result in a lower cost of capital, which can positively influence the valuation and stock price.
4. Attraction of Long-Term Investors
• Institutional investors and funds prefer companies with robust governance structures. Their participation can lead to a more stable and sustained increase in share price.
5. Dividend and Shareholder Policies
• Governance frameworks often ensure fair treatment of shareholders, potentially leading to consistent dividend payouts or share buybacks, which can enhance shareholder returns and push up the stock price.
6. Market Perception and ESG Impact
• If Blackstar aligns its corporate governance with Environmental, Social, and Governance (ESG) standards, it could benefit from the growing pool of ESG-focused investments. This shift could lead to a premium valuation.
Challenges to Consider:
• Implementing governance reforms may initially involve costs (e.g., hiring independent directors, audits), which might temporarily impact profits.
• Poorly executed governance initiatives could result in inefficiencies, potentially negating intended benefits.
If Blackstar lacks robust governance today, adopting and publicizing improvements in this area could be a significant catalyst for a rise in shareholder value and stock price over time.
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