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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-197692

 

STAR ALLIANCE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

 

Nevada   37-1757067
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

 

5743 Corsa Avenue, Suite 218 Westlake Village, CA   91362
(Address of principal executive offices)   (Zip Code)

 

833-443-7827

(Registrant’s telephone number)

 

___________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐    No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐    No

 

No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
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.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes   No

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes      No  

 

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No

 

As of February 14, 2024, there were 539,538,052 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Not applicable.

 

 

   

 

 

STAR ALLIANCE INTERNATIONAL CORP.

 

FORM 10-Q

Quarterly Period Ended December 31, 2023

 

TABLE OF CONTENTS

 

  Page
     
PART I. FINANCIAL INFORMATION    
     
Item 1 Financial Statements   3
  Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited)   3
  Statements of Operations for the six and three Months ended December 31, 2023 and 2022 (Unaudited)   4
  Statements of Changes in Stockholders’ Deficit for the Three and Six Months ended December 31, 2023 and 2022 (Unaudited)   5
  Statements of Cash Flows for the Six Months ended December 31, 2023 and 2022 (Unaudited)   7
  Notes to the Financial Statements (Unaudited)   8
       
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations   17
Item 3 Quantitative and Qualitative Disclosures About Market Risk   23
Item 4 Controls and Procedures   23
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings   24
Item 1A Risk Factors   24
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds   24
Item 3 Defaults Upon Senior Securities   24
Item 4 Mine Safety Disclosures   24
Item 5 Other Information   25
Item 6 Exhibits   25
       
SIGNATURES   26

 

 

 

 

 

 

 

 

 2 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

 

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

 

 

 

           
  

December 31,

2023

  

June 30,

2023

 
   (Unaudited)   (Audited) 
ASSETS          
Current assets:          
Cash  $5,021   $4,391 
Prepaids and other assets   482,500    482,500 
Total current assets   487,521    486,891 
           
Property and equipment   450,000    450,000 
Mining claims   57,532    57,532 
           
Total Assets  $995,053   $994,423 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
Accounts payable  $109,763   $110,565 
Accrued interest   99,449    75,681 
Due to related parties   68,937    55,654 
Accrued compensation   497,542    346,060 
Notes payable, net of discount of $29,161 and $0, respectively   318,690    202,051 
Convertible notes payable, net of discount of $4,061 and $105,354, respectively   391,880    396,652 
Derivative liability   1,109,784    1,010,145 
Total current liabilities   2,596,045    2,196,808 
           
Total Liabilities   2,596,045    2,196,808 
           
COMMITMENTS AND CONTINGENCIES (see footnotes)        
           
Stockholders’ Equity (Deficit):          
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding        
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding   1,000    1,000 
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding   1,883    1,883 
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 and 163,950 shares issued and outstanding, respectively       165 
Common stock, $0.001 par value, 500,000,000 shares authorized, 471,086,221 and 227,097,537 shares issued and outstanding, respectively   471,086    227,098 
Additional paid-in capital   24,334,451    24,171,513 
Common stock to be issued   81,495     
Preferred stock to be issued   80,000     
Stock subscription receivable   (56,250)   (56,250)
Accumulated deficit   (26,514,657)   (25,547,794)
Total stockholders’ (deficit) equity   (1,600,992)   (1,202,385 
           
Total liabilities and stockholders’ deficit  $995,053   $994,423 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 3 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

                     
   For the Three Months Ended   For the Six Months Ended 
   December 31,   December 31, 
   2023   2022   2023   2022 
Operating expenses:                    
General and administrative  $38,493   $310,158   $58,908   $878,602 
Professional fees   26,948    67,000    29,948    67,000 
Consulting   12,500    514,718    12,500    1,094,093 
Director compensation       197,400        4,607,400 
Officer compensation   105,000    45,000    210,000    1,490,000 
                     
Total operating expenses   182,941    1,134,276    311,356    8,137,095 
                     
Loss from operations   (182,941)   (1,134,276)   (311,356)   (8,137,095)
                     
Other expense                    
Interest expense   (110,498)   (67,855)   (175,121)   (203,510)
Change in fair value of derivative   (120,019)   (222,477)   (156,178)   (460,682)
Loss on conversion of debt           (2,422)    
Loss on conversion of preferred stock   (165,520)   (758,124)   (306,373)   (758,124)
Gain on conversion of debt   5,378        5,378     
Early payment penalty   (20,791)       (20,791)    
Total other expense   (411,450)   (1,048,456)   (655,507)   (1,422,316)
                     
Loss before provision for income taxes   (594,391)   (2,182,732)   (966,863)   (9,559,411)
                     
Provision for income taxes                
                     
Net loss  $(594,391)  $(2,182,732)  $(966,863)  $(9,559,411)
                     
Net loss per common share - basic and diluted  $(0.00)  $(0.01)  $(0.00)  $(0.05)
Weighted average common shares outstanding – basic and diluted   418,041,453    186,600,326    331,583,394    177,936,989 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 4 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Unaudited)

 

 

                               
   Preferred Stock Series A   Preferred Stock Series B   Preferred Stock Series C 
   Shares   Amount   Shares   Amount   Shares   Amount 
Balance, June 30, 2023   1,000,000   $1,000    1,833,000   $1,883    163,950   $165 
Stock issued for debt                        
Preferred stock converted to common stock                   (75,138)   (75)
Stock sold for cash                        
Net loss                        
Balance, September 30, 2023   1,000,000    1,000    1,833,000    1,883    88,812    90 
Stock issued for debt                        
Preferred stock converted to common stock                   (77,790)   (79
Preferred stock redemption                   (11,022)   (11)
Stock sold for cash                        
Stock granted for debt issuance cost                        
Forgiveness of debt – related party                        
Net loss                        
Balance, December 31, 2023   1,000,000   $1,000    1,833,000   $1,883       $ 

 

 

                                  
  Common Stock   Additional
Paid-in
  

Stock

To Be

   Stock Subscription   Accumulated     
  Shares  Amount   Capital   Issued   Receivable   Deficit   Total 
Balance, June 30, 2023  227,097,537  $227,098   $24,171,513   $   $(56,250) $(25,547,794)  $(1,202,385)
Stock issued for debt  27,687,342   27,687    48,758                76,445 
Preferred stock converted to common stock  53,371,284   53,371    88,096                141,392 
Stock sold for cash             10,000            10,000 
Net loss                    (372,472)   (372,472)
Balance, September 30, 2023  308,156,163   308,156    24,308,367    10,000    (56,250)  (25,920,266)   (1,347,020)
Stock issued for debt  26,333,000   26,333    6,400                32,733 
Preferred stock converted to common stock  136,597,058   136,597    29,002                165,520 
Preferred stock redemption         (14,318)               (14,329)
Stock sold for cash             80,000            80,000 
Stock granted for debt issuance cost             71,495            71,495 
Forgiveness of debt – related party         5,000                5,000 
Net loss                    (594,391)   (594,391)
Balance, December 31, 2023  471,086,221  $471,086   $24,334,451   $161,495   $(56,250) $(26,514,657)  $(1,600,992)

 

 

 

 

 

 

 

 5 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Unaudited)

 

 

                               
  

Preferred Stock

Series A

  

Preferred Stock

Series B

   Preferred Stock Series C 
   Shares   Amount   Shares   Amount   Shares   Amount 
Balance, June 30, 2020   1,000,000   $1,000    1,833,000   $1,883    207,500   $208 
Preferred stock sold for cash                   46,500    47 
Stock sold for cash                        
Stock issued for services – related party                        
Net loss                        
Balance, September 30, 2022   1,000,000    1,000    1,833,000   $1,883    254,000    255 
Preferred stock sold for cash                   57,750    58 
Preferred stock converted to common stock                   (153,750)   (154)
Stock issued for conversion of debt                        
Stock issued for services – related party                        
Stock issued for services                        
Preferred stock issued for asset acquisitions                        
Net loss                        
Balance, December 31, 2022   1,000,000   $1,000    1,833,000   $1,883    158,000   $159 

 

 

                                  
  Common Stock   Additional
Paid-in
   Stock Subscription   Preferred Stock   Accumulated     
  Shares  Amount   Capital   Receivable   To Be Issued   Deficit   Total 
Balance, June 30, 2020  162,788,028  $162,788   $16,384,983   $(50,000)  $   $(15,058,400)  $1,442,462 
Preferred stock sold for cash         46,453                46,500 
Stock sold for cash  50,000   50    6,200    (6,250)            
Stock issued for services – related party  20,000,000   20,000    5,730,000                5,750,000 
Net loss                     (7,376,679)   (7,376,679)
Balance, September 30, 2022  182,838,028   182,838    22,167,636    (56,250)       (22,435,079)   (137,717)
Preferred stock sold for cash         50,692                50,750 
Preferred stock converted to common stock  4,447,871   4,448    762,251                766,545 
Stock issued for conversion of debt  1,538,461   1,538    102,385                103,923 
Stock issued for services – related party  1,000,000   1,000    164,000                165,000 
Stock issued for services  2,025,000   2,025    67,880                69,905 
Preferred stock issued for asset acquisitions                 10,650,000        10,650,000 
Net loss                     (2,182,732)   (2,182,732)
Balance, December 31, 2022  191,849,360  $191,849   $23,314,844   $(56,250)  $10,650,000   $(24,617,811)  $9,485,674 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 6 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

         
   For the Six Months Ended
December 31,
 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(966,863)  $(9,559,411)
           
Adjustments to reconcile net loss to net cash used in operating activities:          
Prepaid stock issued for services       1,813,853 
Common stock issued for services - related party       5,915,000 
Common stock issued for services       69,905 
Loss on conversion of preferred stock   306,373    758,124 
Change in fair value of derivative   156,178    460,682 
Debt discount amortization   143,627    159,999 
Changes in assets and liabilities:          
Prepaids and other assets       47,350 
Accounts payable   (803)   12,411 
Accrued expenses   28,633    36,886 
Accrued expenses – related party   18,283    6,991 
Accrued compensation   151,481    97,349 
Net cash used in operating activities   (163,091)   (180,861)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds of borrowings from a related party       42,000 
Proceeds from the sale of common stock   10,000     
Proceeds from the sale of preferred stock   80,000    97,250 
Proceeds from notes payable   145,800     
Payment on notes payable       (28,025)
Payments on convertible notes payable   (57,750)    
Redemption of preferred stock   (14,329)    
Net cash provided by financing activities   163,721    111,225 
           
Net change in cash   630    (69,636)
Cash at the beginning of period   4,391    71,724 
Cash at the end of period  $5,021   $2,088 
           
NON-CASH TRANSACTIONS:          
Conversion of debt  $53,120   $154,300 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 7 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2023

 

 

NOTE 1 – NATURE OF BUSINESS

 

Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014, under the laws of the state of Nevada. The primary purpose of the Company is to acquire and develop gold mining as well as certain other mining properties worldwide, finding patented new mining technologies and proprietary technology outside the mining industry.

 

GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $26,514,657 as of December 31, 2023. For the period ended December 31, 2023, the Company had a net loss of $966,863 and used $163,091 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

 

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basis of Presentation

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended June 30, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of December 31, 2023, and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending June 30, 2024.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

 

 8 

 

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the six months ended December 31, 2023.

 

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
   
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

  

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

                 
At December 31, 2023                  
Description   Level 1     Level 2     Level 3  
Derivative   $     $     $ 1,109,784  
Total   $     $     $ 1,109,784  

 

 

At June 30, 2023                  
Description   Level 1     Level 2     Level 3  
Derivative   $     $     $ 1,010,145  
Total   $     $     $ 1,010,145  

 

 

 

 

 9 

 

   

NOTE 3 – AGREEMENTS TO ACQUIRE

 

On December 15, 2021, the Company entered into that certain share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The Commsa Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022, as set forth in the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment); however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the acquisition of Commsa. No assets other than the cash paid and value of shares issued have been included on the Balance Sheet.

 

On August 14, 2023, the Company and Juan Lemus executed a first addendum to the Commsa Purchase Agreement which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. On September 28, 2023, the parties executed a second addendum that extended the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Commsa Purchase Agreement has expired.

 

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Lion Works Purchase Agreement”) with Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, which contemplated the acquisition by the Company, as Buyer, from Mr. Lemus, as Seller, of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis extraction system (“Genesis”). The Lion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Lion Works Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consisted of the following:

 

  · The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.
     
  · An additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.
     
  · Engagement of a patent attorney and payment for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.

 

The parties agreed that the closing of the transactions contemplated by the Lion Works Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement.

 

 

 

 10 

 

 

On July 21, 2023, Juan Lemus and the Company executed a first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the parties executed a second addendum extending the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Lion Works Purchase Agreement has expired.

 

On December 4, 2023, the Company signed a consulting agreement (the “Agreement”) with the Knightsbridge Group (“Knightsbridge”) with the effective date of December 11, 2023. The terms of the Agreement amended and superseded the terms of the Memorandum of Understanding the parties executed on November 6, 2023.

 

The Agreement provided for the development and issuance of a Digital Gold Coin (“DGC”) by Knightsbridge, backed by the Company’s gold assets, provided that DGC will not be issued unless and until all the necessary paperwork required by the SEC and any other government agency were completed and timely filed; exploration of additional opportunities related to digital assets, equity and derivatives, to enhance the Company’s financial standing and growth; other consulting, advisory services by Knightsbridge in the Asian markets, in consideration for (a) issuance of 48,000,000 shares of the Company’s common stock; (b) 50,000 shares of the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the Company in 12 months; and (c) Ten (10) percent of the developed and issued DGC, will be retained by KG as payment for development and maintenance of the DGC developed for the Company.

 

As of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset. The Company has not issued any shares of its common stock or Series D preferred stock to Knightsbridge prior to the end of the quarter.

  

NOTE 4 – PROPERTY AND EQUIPMENT

 

Long lived assets, including property and equipment assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

 

Property and equipment are first recorded at cost. Depreciation and is computed using the straight-line method over the estimated useful lives of the various classes of assets.

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

 

 

 

 11 

 

 

Assets stated at cost, less accumulated depreciation consisted of the following:

        
   December 31,
2023
   June 30,
2023
 
Mine Assets  $450,000   $450,000 
Total  $450,000   $450,000 

 

Once operations utilizing the property and equipment have begun, the Company will begin depreciation of the assets.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On August 1, 2019, the Company entered into and executed initial employment agreements with Richard Carey, John Baird and Anthony Anish. Each initial employment agreement provided that the initial term of the employment agreement has the term of 36 months starting from August 1, 2019, and continues until July 31, 2022. Thereafter, such employment agreement may be renewed upon mutual agreement of the parties. The employment agreement also may be terminated by each party upon 30 days’ notice to the other party, provided that in the event the Executive breaches his material obligations to the Company, the Company may terminate the executive employment immediately. Each executive agreement included the compensation for the executive, including the base and incentive salary.

 

On January 1, 2021, the Company amended the employment agreements with Richard Carey, CEO and Anthony Anish, CFO, which increased the base annual salaries for Mr. Carey from $120,000 per annum to $180,000 per annum, and for Mr. Anish from $60,000 per annum to $120,000 per annum. All other terms of the initial employment agreements with Mr. Carey and Mr. Anish remained unchanged.

 

On March 14, 2023, the Company renewed the employment agreements with Mr. Carey and Mr. Anish (the “New Employment Agreements”), stating that the effective date of the New Employment Agreement is August 1, 2022 and that they have the term of 36 months, the same as the terms of the initial employment agreements. Except for the compensation provisions, the New Employment Agreements contain the same provisions as the initial employment agreement for each executive.

 

Under the terms of the New Employment Agreement, Mr. Carey is entitled to receive the following compensation:

 

  · For the period from August 1, 2022 to December 31, 2022, Mr. Carey received the base salary equal to $180,000;
  · For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive the base salary equal to $240,000; and
  · For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive the base salary equal to $270,000. In addition, Mr. Carey is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

 

Under the terms of the New Employment Agreement, Mr. Anish is entitled to receive s the following compensation:

 

  · For the period from August 1, 2022 to December 31, 2022, Mr. Anish received the base salary equal to $120,000;
  · For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive the base salary equal to $180,000; and
  · For the period from August 1, 2024 to July 31, 2025, Mr. Anish will receive the base salary equal to $210,000. In addition, Mr. Anish is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

 

 

 

 

 12 

 

 

On November 17, 2022, Mr. Carey agreed to give 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The loan is non-interest bearing and due on demand. In addition, the Company owes Mr. Carey funds for expense reimbursement. As of December 31, 2023, the Company owes Mr. Anish a total of $37,910.

 

As of December 31, 2023, the Company owes Themis Caldwell, Director, $18,709, for short-term advances used to pay for Company expenses. During the six months ended December 31, 2023, Ms. Caldwell forgave a $5,000 accrual for rent expense arising from a prior rental agreement with the company. The $5,000 was credited to additional paid in capital.

 

As of December 31, 2023, the Company owes Mr. Anish, $12,318, for expense reimbursement.

 

NOTE 6 – NOTES PAYABLE

 

As of December 31, 2023 and June 30, 2023, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.

 

On June 1, 2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of December 31, 2023 and June 30, 2023, there is $8,962 and $6,562, respectively, of accrued interest due on the note. The note is past due and the Company is in default under this note.

 

On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. The note bears interest at 10% and matures on January 31, 2024.  In addition, as an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of December 31, 2023, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued. As of December 31, 2023, the note is presented net of $29,161 of debt discount.

 

As of December 31, 2023 and June 30, 2023, the Company owes various other individuals and entities $188,200 and $127,400, respectively. All the loans are non-interest bearing and due on demand.

 

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

 

On March 28, 2022, the Company received short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $400,000 (the “Note”). The Note bears interest at a fixed rate of 10% per annum with all principal and interest due and was due on July 31, 2022. The Note is secured by a security interest and a lien on all equipment located at our Troy mine in Mariposa County, California. At the option of the investor, and at any time prior to the maturity date, the principal and interest owing under the Note may be converted into shares of our common stock at a conversion price equal to 50% of the lowest closing market price for our common stock during the five trading days preceding the conversion.

 

On February 27, 2023, the Company repaid $15,000 of the Note. On April 28, 2023, $75,000 of the Note was assigned to Rock Bay Partners (“Rock Bay”). Rock Bay has since converted $53,217 of the $75,000 into 33,333,000 shares of common stock.

  

 

 

 

 13 

 

 

On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $60,556. The note is convertible at the lessor of 1) $0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.

 

On February 8, 2023, the Company executed a 10% convertible promissory note with AES Capital Management, LLC (“AES”) for $38,000. The note is convertible at the lessor of 1) $0.02, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. The note is disclosed net of $4,061 of debt discount.

 

On June 8, 2023, the Company executed a 9% convertible promissory note with 1800 Diagonal Lending, LLC (“1800 Diagonal”). The note is convertible at a price per share equal to 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.

 

The following table summarizes the convertible notes outstanding as of December 31, 2023: 

                           
Note Holder  Date   Maturity Date  Interest   Balance
June 30,
2023
   Additions   Conversions   Balance
December 31, 2023
 
Private investor   3/28/2022   7/31/2022   14%   $310,000   $   $   $310,000 
Quick Capital LLC   2/7/2023   11/8/2023   12%    60,556        (21,898)   38,658 
AES Capital Management, LLC   2/8/2023   2/7/2024   10%    38,000        (12,500)   25,500 
Rock Bay Partners           10%    35,700        (13,917)   21,783 
1800 Diagonal Lending, LLC   6/8/2023   3/8/2024   9%    57,750        (57,750)(1)    
Total               $502,006   $   $(106,605)  $395,941 
Less debt discount               $(105,354)            $(4,061)
Convertible notes payable, net               $396,652             $391,880 

_______________ 

(1)This note was repaid in cash.

 

A summary of the activity of the derivative liability for the notes above is as follows: 

     
Balance at June 30, 2023  $1,010,145 
Increase to derivative due to new issuances    
Decrease to derivative due to conversion/repayment   (160,395)
Derivative loss due to mark to market adjustment   260,034 
Balance at December 31, 2023  $1,109,784 

 

 

 

 

 14 

 

 

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2023, is as follows: 

               
Inputs   December 31,
2023
    Initial
Valuation
 
Stock price   $ 0.0072     $ 0.015 – 0.42  
Conversion price   $ 0.0025 – 0.0029     $ 0.015 – 0.2995  
Volatility (annual)     367.14% – 378.53%       265.91% – 381.28%  
Risk-free rate     5.4%       0.59% – 5.12%  
Dividend rate            
Years to maturity     0.25 – 0.33       0.34 – 1  

 

 

NOTE 8 – PREFERRED STOCK

 

Of the 25,000,000 shares of the Company's authorized Preferred Stock, $0.001 par value per share, 1,000,000 are designated Series A preferred stock, 1,900,000 shares are designated as Series B Preferred Stock and 1,000,000 shares are designated Series C preferred stock.

 

Series A Preferred Stock

Each Share of Series A preferred stock has 500 votes per share and each share can be converted into 500,000,000 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.

 

Series B Preferred Stock

Only one person or entity, is entitled to be designated as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock has one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.

 

On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same.

 

Series C Preferred Stock

On March 30, 2022, the Company created and designated 1,000,000 shares of Series C Preferred Stock (“Series C”) with a stated value of $1.00. The Series C has an annual cumulative dividend of 8%, has no voting rights. The Series C is convertible into shares of common stock at 65% of the lowest trading price for the ten days prior to the conversion date.

 

During the three months ended September 30, 2023, Geneva Roth converted 75,138 shares of Series C preferred stock into 53,371,284 shares of common stock. The Company recognized a loss on conversion of $140,853.

 

 

 

 

 15 

 

 

During the three months ended December 31, 2023, Geneva Roth converted 77,790 shares of Series C preferred stock into 136,597,058 shares of common stock. The Company recognized a loss on conversion of $165,520. In addition, the Company purchased the remaining 11,022 shares held by Geneva Roth for $14,329. As of December 31, 2023, there were no shares of the Series C preferred stock outstanding.

 

During the three months ended December 31, 2023, the Company received $80,000 for the purchase of preferred stock. The class of stock that is being issued is a Series D Preferred stock.

 

NOTE 9 – COMMON STOCK

 

During the six months ended December 31, 2023, Quick Capital LLC converted $21,898 of its note payable along with $4,121 of accrued interest into 21,582,313 shares of common stock.

 

During the six months ended December 31, 2023, AES converted $12,500 of its note payable along with $684 of accrued interest into 6,105,029 shares of common stock.

 

During the six months ended December 31, 2023, RockBay Partners converted $13,917 of its note payable into 26,333,000 shares of common stock.

 

During the six months ended December 31, 2023, Geneva Roth converted 152,928 shares of Series C preferred stock into 189,968,342 shares of common stock. The Company recognized a loss on conversion of $306,373.

 

During the six months ended December 31, 2023, the Company received $10,000 for the purchase of shares of common stock. As of December 31, 2023, no shares have been issued.

 

On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. As an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of December 31, 2023, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued (Note 7).

 

NOTE 10 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that no material subsequent events exist.

 

1. On January 5, 2024, the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated and authorized for issuance. As of the date of this Quarterly Report, 98,000 shares of Series D Stock were issued.

 

2. On January 18, 2024, the Company filed an amendment to its Articles of Incorporation, which increased the authorized common stock of the Company to 950,000 shares. These shares will primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt. 

 

  

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report on form 10-Q (the “Quarterly Report”) of Star Alliance International Corp. (“the Company”, “we”, “us”) contains forward-looking statements, which can be identified by the use of words such as such “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

  · statements of our goals, intentions and expectations;
  · statements regarding our business plans, prospects, growth and operating strategies;
  · statements regarding the quality of our loan and investment portfolios; and
  · estimates of our risks and future costs and benefits.

 

These forward-looking statements are based on the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

  · general economic conditions, either nationally or in our market area, that are worse than expected;
  · our ability to access cost-effective funding;
  · our ability to implement and change our business strategies;
  · adverse changes in the securities markets;
  · our ability to enter new markets successfully and capitalize on growth opportunities;
  · our ability to retain key employees;
  · material weakness or significant deficiency in our internal controls over financial reporting; and

 

Our results may be materially different from those indicated by these forward-looking statements. Given these uncertainties, readers of this quarterly report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

Overview

 

We are an exploration-stage company that focuses on acquisition and development of gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas. As of the date of this Quarterly Report, we have not commenced our mining operations. We anticipate starting our mining operations in the second quarter of 2024. We are also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. At this time, the Company is negotiating the terms of these potential acquisitions and once these terms are finalized, we will enter into one or more definitive agreements.

 

The Company requires substantial funding and additional work to implement its business plan with respect to its mining properties, specifically to complete the acquisitions of 51% ownership in both (a) Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). and (b) Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”).

 

 

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On December 15, 2021, the Company entered into a share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Commsa. The Commsa Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022 as set forth in the Commsa Purchase Agreement; however, the parties did not terminate the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares of Common Stock and paid only $75,000 toward the required $1,000,000 cash payment), intending that the Company would be able to obtain the necessary funding later and to consummate the Commsa Acquisition.

 

On August 14, 2023, the Company and Juan Lemus executed an addendum to the Commsa Purchase Agreement which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. On September 28, 2023, the parties executed the second addendum, extending the timing of the Company’s payment from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Commsa Purchase Agreement has expired. The parties are currently negotiating terms for entering into a new purchase agreement for the purchase of Commsa’s 51% ownership by the Company.

 

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Lion Works Purchase Agreement”) with Lion Works and Juan Lemus, the sole shareholder of Lion Works, which contemplated the acquisition by the Company, as Buyer, from Mr. Lemus, as Seller, of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis extraction system (“Genesis”), The Lion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Lion Works Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consisted of the following:

 

  · The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.
     
  · An additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023, and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.
     
  · Engagement of a patent attorney and pay for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.

 

The parties agreed that the closing of the transactions contemplated by the Lion Works Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement.

 

On July 21, 2023, Juan Lemus and the Company executed the first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the parties executed the second addendum, which extended the terms of the Company’s payments to December 31, 2023. The Company did not make the required payments by December 31, 2023, and the Lion Works Purchase Agreement has expired. The parties are currently negotiating the terms of a new agreement for the purchase of 51% ownership of Lion Works by the Company.

 

 

 

 18 

 

 

Purchase Agreement and Registration Rights Agreement with Keystone.

On March 15, 2023, the Company entered into and executed the Purchase Agreement and a Registration Rights Agreement with Keystone, pursuant to which the Company shall have the right, but not the obligation, to direct Keystone, an unrelated third party, to purchase up to 75,000,000 shares of its Common Stock (the “Shares”), pursuant to separate purchase notices to be delivered by the Company to Keystone from time to time (each, a “Purchase Notice”). The Purchase Agreement provides that each Purchase Notice may be for not less than $20,000 and not more than $75,000 worth of the Company’s Common Stock. The price per share of Common Stock shall be eighty-five percent (85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.

 

Our ability to require Keystone to purchase the Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:

 

  · The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company;
     
  · The Company shall deliver to Keystone on the Commencement Date (as defined in the Purchase Agreement) the compliance certificate executed by the Company’s executive officer
     
  · The initial registration statement, which covers the resale by Keystone of the Registrable Securities (as defined in the Registration Rights Agreement), including the Commitment Shares and the shares to be issued pursuant to the Purchase Notice,  shall have been declared effective under the Securities Act by the SEC, and Keystone shall be permitted to utilize the prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in that prospectus
     
  · The applicable purchase price for each Purchase Notice must be not less than $0.01 per share
     
  · At least five (5) trading days must have passed since the last Purchase Notice
     
  · The Company’s Common Stock must be DWAC eligible
     
  · Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock.
     
  · Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to.
     
  · Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA

 

In consideration for Keystone entering into the Purchase Agreement and to induce Keystone to execute and deliver the Purchase Agreement, the Company has agreed to issue to Keystone 1,000,000 Commitment Shares (as defined below). In addition, the Company agreed to provide Keystone with certain registration rights with respect to the Commitment Shares, and additional shares, including 500,000 shares of Common Stock to be issued to Keystone on the date the initial registration statement is declared effective, and 2,274,588 shares of the Company’s Common Stock having an aggregate dollar value of $75,000 upon the investment by Keystone of more than $500,000 in the Company under the Purchase Agreement (collectively, the “Additional Shares”). The Commitment Shares issued and the Additional Shares that may be issued to Keystone pursuant to the Purchase Agreement were issued and will be issued pursuant to an exemption from registration under the Securities Act.

 

 

 

 19 

 

 

There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.

 

Pursuant to the Registration Rights Agreement, on June 15, 2023, we filed the registration statement on Form S-1 (SEC File No. 333-272671), as amended on August 28, 2023, to register for resale by Keystone up to 75,000,000 shares of Common Stock that may purchase under the Purchase Agreement (the “Initial Registration Statement”). The effectiveness of the Initial Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Keystone under the Purchase Agreement. The Company will use its commercially reasonable efforts to amend the Initial Registration Statement or file a new registration statement, to cover all of such Registrable Securities, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.

 

On October 30, 2023, Gries & Associates, LLC (“Gries”) informed Star Alliance International Corp. (the “Company”) that Gries was resigning as the Company’s independent registered public accounting firm. On October 30, 2023, the Company appointed GreenGrowth CPAs, as the Company’s independent registered public accounting firm for the year ending June 30, 2024, effective immediately. 

 

On December 4, 2023, the Company signed a consulting agreement (the “Agreement”) with the Knightsbridge Group (“Knightsbridge”) with the effective date of December 11, 2023 to collaborate and leverage their respective strengths to achieve objectives in the Asian market. The terms of the Agreement amended and superseded the terms of the Memorandum of Understanding the parties executed on November 6, 2023.

 

The Agreement provided for the development and issuance of a Digital Gold Coin (“DGC”) by Knightsbridge, backed by the Company’s gold assets, provided that DGC will not be issued unless and until all the necessary paperwork required by the SEC and any other government agency were completed and timely filed; exploration of additional opportunities related to digital assets, equity and derivatives, to enhance the Company’s financial standing and growth; other consulting, advisory services by Knightsbridge in the Asian markets, in consideration for (a) issuance of 48,000,000 shares of the Company’s common stock; (b) 50,000 shares of the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the Company in 12 months; and (c) ten (10) percent of the developed and issued DGC, will be retained by KG as payment for development and maintenance of the DGC developed for the Company.

 

As of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset.

 

On January 5, 2024, the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated 1,000,000 shares of Series D Stock for issuance. On January 18, 2024, the Company filed an amendment to its Articles of Incorporation, which increased the authorized common stock of the Company to 950,000 shares. These shares will primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt.

 

 

 

 20 

 

 

Results of Operations for the Three Months Ended December 31, 2023 as Compared to the Three Months Ended December 31, 2022

 

Operating expenses

General and administrative expenses (“G&A”) were $38,493 for the three months ended December 31, 2023, compared to $310,158 for the three months ended December 31, 2022, a reduction of $271,665. The reduction was mainly due to much smaller general overheads for head office costs as well as for the Troy mine as no work was performed during this quarter.

 

Professional fees were $26,948 for the three months ended December 31, 2023, compared to $67,000 for the three months ended December 31, 2022, a decrease of $40,052. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to a reduction in legal and audit fees during the period

 

Consulting fees were $12,500 for the three months ended December 31, 2023, compared to $514,718 for the three months ended December 31, 2022. The reduction of $502,218 was mainly due to a reduction in non cash consulting expenses during the current period.

 

Director compensation was $0 and $197,400 for the three months ended December 31, 2023 and 2022, respectively. The reduction is due to the fact that no non cash payments in the form of shares were issued to the Directors by the Company during the period. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. This compensation was accrued if Officer compensation.

 

Officer compensation was $105,000 and $45,000 for the three months ended December 31, 2023 and 2022 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The increase of $60,000 in officer compensation was due to the inclusion of the President’s compensation.

 

Other income (expense)

For the three months ended December 31, 2023 and 2022, we had interest expense of $110,498 and $67,855 respectively. The increase in interest expense was due to interest payments due on loans to the company prior to debt being repaid.

 

Net Loss

Net loss for the three months ended December 31, 2023 was $594,391 compared to $2,182,732 for the three months ended December 31, 2022. The large decrease in our net loss is due to the reduction of the loss on conversion of preferred stock, elimination of non-cash stock compensation expense during the period and a reduction in the fair value charge for the derivative expense.

 

Results of Operations for the Six Months Ended December 31, 2023 as Compared to the Six Months Ended December 31, 2022

 

Operating expenses

General and administrative expenses (“G&A”) were $58,908 for the six months ended December 31, 2023, compared to $878,602 for the six months ended December 31, 2022, a reduction of $819,694. The reduction was mainly due to much smaller general overheads for head office costs as well as for the Troy mine as no work was performed during this quarter.

 

Professional fees were $29,948 for the six months ended December 31, 2023, compared to $67,000 for the six months ended December 31, 2022, an decrease of $37,052. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to a reduction in legal and audit costs during the period.

 

 

 

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Consulting fees were $12,500 for the six months ended December 31, 2023, compared to $1,094,093 for the six months ended December 31, 2022. The reduction of $1,081,593 was mainly due to a reduction in non cash expenses during the current period.

 

Director compensation was $0 and $4,4.607,400 for the six months ended December 31, 2023 and 2022, respectively. The reduction is due to the fact that no non cash payments in the form of shares were issued to the Directors by the Company during the period. Our Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. The reduction of $1,409,000 in Director’s compensation was mainly due to the elimination during the period of non-cash stock compensation payments.

 

Officer compensation was $210,000 and $1,490,000 for the six months ended December 31, 2023 and 2022 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The reduction of $1,280,000 in officer compensation was mainly due to the elimination of non-cash stock compensation expenses.

 

Other income (expense)

For the six months ended December 31, 2023 and 2022, we had interest expense of $175,121 and $203,510 respectively. The reduction in interest expense was due to lower interest due on loans to the company prior to debt being repaid.

 

Net Loss

Net loss for the six months ended December 31, 2023 was $966,863 compared to $9,559,411 for the six months ended December 31, 2022. The large decrease in our net loss is primarily due to the elimination of non-cash stock compensation expense during the period, the reduction in the loss on the conversions of preferred stock and a reduction in operating expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $26,514,657 as of December 31, 2023. For the six months ended December 31, 2023, the Company had a net loss of $966,863 which included the loss on conversion of preferred stock and derivatives associated with convertible debt. We used ($234,586) cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

 

Net cash used in operating activities was $(163,091) during the six months ended December 31, 2023, compared to $(180,861) in the six months ended December 31, 2022. We had a loss on conversion of preferred stock in the amount of $306,373.

 

Net cash provided by financing activities was $163,721 and $111,225 for the six months ended December 31, 2023 and 2022, respectively. In the six months ended December 31, 2023 and 2022 we received $80,000 and $97,250 from the sale of preferred stock.

 

Over the next twelve months, we expect our principal source of liquidity will be raised from the sale of stock, a private placement offering or from an institutional lender.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

 

 

 22 

 

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

This item is not applicable as we are currently considered a smaller reporting company.

 

Item 4. Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chairman, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

  

Limitations on the Effectiveness of Disclosure Controls

 

In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Evaluation of Disclosure Controls and Procedures

 

Our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.

 

Changes in Internal Control over Financial Reporting

 

Such officers also confirmed that there was no change in our internal control over financial reporting during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

  

 

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

 

On October 16 and 19, 2023, the Company issued 15,288,889 and 15,280,000 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

 

On October 16, 2023, the Company issued 15,000,000 shares of common stock to Rock Bay Partners upon conversion of the convertible promissory note.

 

On October 27 and 31, 2023, the Company issued 15,111,111 and 16,222,222 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

 

On November 2 and 3, 2023, the Company issued 4,732,444 and 13,333,333 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

 

On November 6 and 8, 2023, the Company issued 18,201,709 and 18,205,128 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

 

On November 9, 2023, the Company issued 18,222,222, shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

 

On November 8, 2023, the Company issued 11,333,000 shares of common stock to Rock Bay Partners upon conversion of the convertible promissory note.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

 

 

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Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are filed as part of this Quarterly Report.

 

Exhibit   Description

 

3.1   Certificate of Designation of Series D Convertible Preferred Stock
3.2   Amendment to Articles of Incorporation
31.1   Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2   Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1   Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2   Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 25 

 

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

  Star Alliance International Corp.
     
Dated: February 14, 2024 By: /s/ Richard Carey
   

Richard Carey

President and Chairman

(Principal Executive Officer)

 

 

   
     
Dated: February 14, 2024 By: /s/ Antony Anish
   

Antony Anish

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 26 

EXHIBIT 3.1

 

 

Business Number E0205372014 - 0 Filed in the Office of Secretary of State State Of Nevada Filing Number 20243743624 Filed On 1/5/2024 9:08:00 AM Number of Pages 13

 
 

09 : 08 : 35 a . m . 01 - 05 - 2 0 2 4 I 7 I F a xZero . c om 5 - Jan - 2024 17:11 From Anthony L. Anish. Phone tt17142649704 Fax2ero.com p.7 6 . Resolution (continued} Corporation ' s Amended and Restated Articles of Incorporation hereby establishes a series of the Corporation ' s Preferred stock consisting of one million shares of preferred stock par value $1.00 per s hare designated as " Series D Preferred Stock " having the voting powers, designations, pr e ferences , limitations , restrictions and right s s et forth on the attached certif;cate of Designation of the sNies D Preferred Stock attached hereto a s Attachment " A" which is incorporated herein by this reference .

 
 

09 : 08 : 3 5 a . m . 01 - 0 5 - 2 0 2 4 I 8 I fa x2 e r o . co m 5 - Jan - 2024 17:11 From Anthony L. Anish. Phone tt17142649704 FaxZero.com p.8 CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES D PREFERRED STOCK OF STAR ALLIANCE INTERNATIONAL CORP. The undersigned, Anthony Anish, hereby certifies that : 1. I am the Chief Financial Officer/Secretary of STAR ALLIANCE INTERNATIONAL CORP . , a Nevada corporation (the " Company") . 2. The Company is authorized to issue 25 , 000 , 000 shares of preferred stock, par value $ 0 . 001 per share (the "Preferred Stock") of which 1 , 000 , 000 shares are designated as Series A Preferred Shares and 1 , 000 , 000 Series A Preferred Shares are issued and outstanding ; and 1 , 883 , 000 shares are designated as Series B Preferred Shares and 1 , 833 , 000 Ser i es B Preferred Shares are issued and outstanding and 1 , 000 , 000 shares are designated as Series C Preferred shares and O Series C Preferred Shares are issued and outstanding . 3. The following resolutions were duly adopted by the Board of Directors : WHEREAS, the Board of Directors of the Company is authorized to fix the dividend rights, dividend rate, voting rights , conversion rights , rights and terms of redemption and liquidation preferences of any wholly unissued series of Preferred Stock and the number of shares constituting any series and the designation thereof , of any of them ; WHEREAS, it is the desire of the Board of Directors of the Company, pursuant to its authority as aforesaid in accordance with the corporation law of the State of Nevada , and as set forth in this Certificate of Des i gnations , Preferences , Rights and Limitations of Series Convertible Preferred Stock, to designate the rights, preferences, restrictions and other matters relating to the Series D Preferred Stock, which will consist of 1 , 000 , 000 shares of Series D Preferred Stock , par value $ 0 . 001 per share ("Series D Preferred Stock"), which the Company has the authority to issue, as follows : NOW , THEREFORE, BE IT RESOLVED , that the Board of Directors does hereby provide for the issuanc e o f a series of Preferred Stock for cash or exchang e o f other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to suc h series of Preferred Stock as follows : RESOLVED, FURTHER, that the chairman, chief executive officer, chief financial officer, president or any vice - president , and the secretary or any assistant secretary , of the Company be and they hereby are authorized and directed to prepare and file a Certificate of Designations, Preferences, Rights and Limitations of Series D Preferred Stock in accordance with the foregoing resolution and the provisions of Nevada law . ARTICLE I Series D Preferred Stock Section 1 . Designation and Amount . The number of shares so designated as Series D Preferred Stock is 1 , 000 , 000 which will not be subject to increase without the consent of the holders (each a "Holder" and collectively , the "Holders" ) of a majority of the outstanding shares of Series D Preferred Stock . The designations , powers , preferences, rights and restrictions granted or imposed upon the Series 1 852356 . 1

 
 

09 : 08 : 35 a . m . 0 1 - 0 5 - 2 0 2 4 I 9 I FaxZe r o . c o m 5 - Jan - 2021 17:11 From Anthony L. Anish. Phone 17112619701 2 FaxZero.com p.9 D Preferred Stock are as se t forth in this Certificate of Designat i on (this "Certificate of Designations") . Each share of Series D Preferred Stock shall have, subject to Section 8 (b), a stated value of $ 1 . 00 (the "Stated Value") . Section 2 . Ranking and Voting . Ranking . The Series D Preferred Stock will , with respect to dividend rights and rights upon liquidation , winding - up or dissolution, rank : (a) senior with respect to dividends and right of liquidation with the Company's common stock, par valu e 0 . 001 per share ( " Common Stock " ), and {bl junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company . Voting . Excep t as set forth herein, Series D Preferred Stock shall have the right to vote on any matters requiring shareholder approval or any matters on which the shareholders are permitted to vote . With respect to any voting rights of the Ser i es D Preferred Stock set forth herein, the Series D Preferred Stock shall vote a s a class, each share of issue d Series D Preferred Stock shall have five hundred votes on any such matter, and any such approval may be given via a written consent in lieu of a meeting of the Series D Holders . Any reference herein to a determination, decision or election being made by the " Majority Holders " shall mean the determination, decision or election as made by Holders holding a majority of the issue d and outstanding shares of Series D Preferred Stock at suc h time . Section 3. Dividends. Each sha r e of Series D Preferred Stock will not carry an annual dividend . Section 4 Coupon. There will be no interest due on these Series D Preferred shares Section 5. Protective Provision. A . So long as any shares of Series D Preferred Stock are outstanding, the Company will not , without the affirmative approval of the Majority Holders (i) alter or change adversely the powers , preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designations , (ii) authorize or create any class of stock rank i ng as to distribution of dividends or a liquidation preference senior to the Series D Preferred Stock , (iii) amend its Articles of Incorporation , as amended , or other charter documents in breach of any of the provisions hereof , (iv) increase the authorized number of shares of Series D Preferred Stock, (v) liquidate, dissolve or wind - up the business and affairs of the Company , or effect any Deemed Liquidation Event (as defined below), (vi) breach any of the provisions set forth herein ; or (vii) enter into any binding agreement with respect to any of the foregoing . B. A "Deemed Liquidation Event " means: (a) a merger or consolidation in wh i ch the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares o f capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent , or are converted into or exchanged for shares of capital stock that represent , immediately following suc h merger or consolidation , at least a majority , by voting power, of the capital stock of the surviving or resulting corporation or , if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately follow i ng such merger or consolidation , the parent corporation of such surviving or resulting corpo r ation ; or (b) the sale, lease, transfer , exclusive license or other disposition , in a single transaction or ser i es of related transactions , by the Company o r any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the

 
 

09 : 08 : 3 5 a . m . 01 - 05 - 2 0 2 4 I 10 I F a xZ e r o . com 5 - Jan - 2024 17:12 From Anthony L. Anish. Phone «17142649704 3 Fax2ero.com p.10 assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company . C . The Company shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Company will be allocated among the holders of capital stock of the Company in accordance hereof . Section 6 . Liquidation . A. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary , or upon any Deemed Liquidation Event, after payment or provision for payment of debts and other liabilities of the Company, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series D Preferred Stock, if any, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series D Preferred Stock by reason of their ownership thereof, the Holders will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series D Preferred Stock equal to (i) the Stated Value plus (i i ) any accrued but unpaid dividends, the Default Adjustment (as defined herein) , if applicable, Failure to Deliver Fees (as defined herein), if any , and any other fees as set forth herein (the amounts in this clause (ii) collectively, the "Adjustment Amount") . B. If, upon any liquidation, dissolution or winding up of the Company or any Deemed Liquidation Event, the assets of the Company will be insufficient to make payment in full to all Holders of the liquidation preferences hereunder, then such assets will be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled . Section 7 . Conversion . A. Conversion Right . At any time following One hundred and eighty ( 180 ) days after the Issuance Date, the Holder shall have the right at any time, to convert all or any part of the outstanding Series D Preferred Stock into fully paid and non - assessable shares of Common Stock, at the rate of five hundred ( 500 ) common shares for eac h preferred share, as suc h Common Stock exists on the Issuance Date, or any shares of capital stock or other securities of the Company into which suc h Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a "Conversion") ; provided, however, that in no event shall any Holder be entitled to convert any portion of the Series D Preferred Stock in excess of that number of Series D Preferred Stock that upon conversion of which the sum of ( 1 ) the number of shares of Common Stock beneficially owned by suc h Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series D Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and ( 2 ) the number of shares of Common Stock issuable upon the conversion of the portion of the Series D Preferred Stock with respect to which the determination of this provision is being made, would result in beneficial ownership by the Holder and its affiliates of more than 30 % of the outstanding shares o f Common Stock . For purposes of the proviso to the immediately preceding sentence , beneficial ownership shall be determined in accordance with Section 13 (d) of the

 
 

09 : 08 : 35 a . m . 01 - 0 5 - 2 0 2 4 I 11 I FaxZe r o . com 5 - Jan - 2024 17:12 Fr.om Anthony L. Anish. Phone tt17142649704 4 Fax2ero.com p.11 Securities Exchange Act of 1934 , as amended (the " Exchange Act"), and Regulations 13 D - G thereunder, except as otherwise provided in clause ( 1 ) of such proviso . The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder . The number of shares of Common Stock to be issued upon each conversion of Series D Preferred Stock shall be five hundred common shares for each preferred share converted . B. Authorized Shares . The Company covenants that during the period the conversion right exists, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares , free from preemptive rights , to provide for the issuance of Common Stock upon the full conversion of this Series D Preferred Stock issued . The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non - assessable . In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Series D Preferred Stock shall be convertible at the five common shares of stock for each Series D preferred shares of stock . , C. Method of Conversion. i. Mechanics of Conversion . As set forth in hereof, the shares of Series D Preferred Stock may be converted by the Holder thereof , either as to all of such Holder's shares of Series D Preferred Stock or as to a portion of such Holder's shares of Series D Preferred Stock , at any time from time to time after three hundred sixty ( 360 ) days following the Issuanc e Date, by submitting to the Company a Notice of Conversion (by facsimile, e - mail or other reasonable means o f communication dispatched on the Conversion Date prior to 6 : 00 p . m . , New York , New York time) and within fifteen ( 15 ) days following such conversion surrendering the converted Series D Preferred Stock t o the Company ' s transfer agent . ii. Surrender of Series D Preferred Stock Upon Conversion . Notwithstanding anything to the contrary se t forth herein, upon conversion of the Series D Preferred Stock i n accordance with the terms hereof , the converting Holder shall be required to physically surrender the certificate representing the Series D Preferred Stock being converted to the Company (or its transfer agent) and, in the event that less than all of the Stock represented by such certificate is being converted, the Company shall return to the applicable Holder a new certificate representing the unconverted shares of Series D Preferred Stock . 111. Delivery of Common Stock Upon Conversion . Upon receipt by the Company from a Holder of a facsimile transmission or e - mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as set forth herein, and the certificate representing the Series D Preferred Stock as required herein, the Company shall issu e and deliver or cause to be issued and delivered to or upon the order of the applicable Holder certificates for the Common Stock issuable upon such conversion, and any replacement certificate representing the unconverted share s of Series D Preferred Stock , i f applicable, within ten ( 10 ) business day s after such receipt (the " Deadline " ) . Upon receipt by the Company of a Notice of Conversion , the applicable Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding Series D Preferred Stock held by such applicable Holder shall be reduced to reflect such conversion, and, unless th e Company defaults on its obligations hereunder , all rights with respect to the shares o f Series D Preferred Stock being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets , as herein provided , on such conversion . If the applicable Holder shall have given a Notice of Conversion as provided herein and comply with the other requirements herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional,

 
 

09 : 08 : 35 a . m . 01 - 0 5 - 2 0 2 4 I 1 2 I F a xZero . c om 5 - Jan - 2024 17:12 From Anthony L. Anish. Phone tt17142649704 5 FaxZero.com p.12 irrespective of the absence of any action by the applicable Holder to enforce the same , any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same , any failure or delay in the enforcement of any other obligation of the Company to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the applicable Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the applicable Holder in connection with such conversion . iv. Delivery of Common Stock by Electronic Transfer . In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company ("DTC " ) Fast Automated Securities Transfer program , upon request of the applicable Holder and its compliance with the provisions set forth herein, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the applicable Holder by crediting the account of applicable Holder's Prime Broker with DTC through its Deposit and Withdrawal at Custodian system . v. Fa i lure to Deliver Common Stock Prior to Deadline . Without in any way limiting a Holder's right to pursue other remedies , including actual damages and/or equitable relief , the parties agree that if delivery of the Common Stock issuable upon conversion of the Series D Preferred Stock is not delivered by the Deadline due to action and/or inaction of the Company , the Company shall pay to the applicable Holder $ 100 per day in cash, for each day beyond the Deadline that the Company fails to deliver such Common Stock (the " Fail to Deliver Fee " ) ; provided ; however that the Fail to Deliver Fee shall not be due if the failure is : (i) a result of a third party (i . e . , transfer agent ; and not the result of any failure to pay such transfer agent) despite the best efforts of the Company to effect delivery of such Common Stock ; or (ii) not the result of the willful, purposeful and/or intentional actions of the Company . Such cash amount shall be paid to applicable Holder by the fifth ( 5 th ) day of the month following the month in which it has accrued . The Company agrees that the right to convert is a valuable right to the applicable Holder . The damages resulting from a failure , attempt to frustrate , interference with such conversion right are difficult if not impossible to qualify . Accordingly, the parties acknowledge that the damages provision contained in this section are justified and reasonable . vi. Concerning the Shares . The shares of Common Stock issuable upon conversion of the Series D Preferred Stock may not be sold or transferred unless : (i) such shares are sold pursuant to an effective registrat i on statement under the Securities Act of 1933 , as amended (together with the rules and regulations thereunder, the "Securities Act") or (ii) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) ( " Rule 144 " ) ; or (iii) such shares are transferred to an " affiliate " (as defined in Rule 144 ) of the applicable Holder who agrees to sell or otherwise transfer the shares only in accordance with this section and who is an accredited investor (as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act) . Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of the Series D Preferred Stock shall be removed and the Company shall issue to the applicable Holder a new certificate therefore free of any transfer legend if the Company or its transfer agent shall have received an opinion of counsel from applicable Holder's counsel, in form , substance and scope customary for opinions of counsel in comparable transactions, to the effect that ( i ) a public sale or transfer of such Common Stock may be made without registration under the Securities Act, which opinion shall be accepted by the Company so that the sale or transfer is effected ; or (ii) in the case of the Common

 
 

09 : 08 : 35 a . m . 01 - 05 - 2 0 2 4 I 1 3 J FaxZ e ro . c om 5 - Jan - 2024 17:13 From Anthony L. Anish. Phone "17142649704 6 Fax2ero.com p.13 A. Stock issuable upon conversion of the Series D Preferred Stock such security is registered for sale by the applicable Holder under an effective registration statement filed under the Securities Act ; or otherwise may be sold pursuant to an exemption from registration . In the event that the Company does not reasonably accept the opinion of counsel provided by the applicable Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144 ), at the Deadline, it wil I be considered an Event of Default hereunder . E. Effect of Certain Events. i. Effect of Merger, Consolidation, Etc . At the option of the Majority Holders, the sale, conveyance or disposition of all or substantially all of the assets of the Company, the effectuation by the Company of a transaction or series of related transactions in which more than 50 % of the voting power of the Company i s disposed of, or the consolidation, merger or other business combination of the Company with or into any other Person (as defined herein) or Persons when the Company is not the survivor shall be deemed to be an Event of Default hereunder . "Person" shall mean any individual, corporation, limited liability company, partnership , association, trust or other entity or organization . ii. Adjustment Du e t o Distributions . If the Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Company's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i . e . , a spin - off)) (a "Distribution"), then each Holder shall be entitled to receive the applicable portion of such Distribution on an as - converted - to - Common - Stock basis , assuming that the Series D Preferred Stock were converted to Common Stock on the day immediately prior to the record date for holders of the Common Stock entitled to receive such Distribution, but, for the avoidance of doubt, without any conversion to Common Stock actually being required . F. Stock Register . The Company will keep at the offices of the transfer agent, a register of the Series D Preferred Stock, which shall be prima facie indicia of ownership of all outstanding shares of Series D Preferred Stock, and amounts so converted and the dates of such conversions . Upon the surrender of any certificate representing Series D Preferred Stock at such place, the Company , at the request of the record Holder of such certificate, will execute and deliver (at the Company's expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate . Each such new certificate will be registered in such name and will represent such number of shares as is requested by the Holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate . G. Taxes . The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered Holder thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock upon the conversion of Preferred Shares . Section 8 . Events of Default . If any of the following events of default (each, an "Event of Default") shall occur: i . Failure to Redeem . The Company fails to pay the Mandatory Redemption Amount when due as set forth herein and such breach continues for a period of ten ( 10 ) days after written notice from the Majority Holders .

 
 

09 : 08 : 35 a . m . 01 - 0 5 - 2 0 2 4 I 14 I F a xZ e r o . c o m 5 - Jan - 2024 17:13 From Anthony L. Anish. Phone #17142649704 7 FaxZero.com p.14 ii . Conversio n and the Shares . The Company fails to issue shares of Common Stock t o a Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by a Holder of the conversion rights of a Holder in accordance with the terms hereof, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares o f Common Stock issued to a Holder upon conversion of or otherwise pursuant to the terms hereof as and when required hereby, the Company directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares o f Common Stock to be issued to a Holder upon conversion of the Series D Preferred Stock or otherwise pursuant to the terms hereof , as and when required by the terms hereof, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the applicable Holder upon conversion of or otherwise pursuant to the terms hereof as and when required by the terms hereof (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this section) and any such failure shall continue uncured (or any written announcement , statement or threat not to honor its obligations shall not be rescinded in writing) for two ( 2 ) business days after a Holder shall have delivered a Not i ce of Conversion . It is an obligation of the Company t o remain current in its obligations to its transfer agent . It shall be an event of default hereunder , if a conversion of the Series D Preferred Stock is delayed, hindered or frustrated due to a balance owed by the Company to its transfer agent . If at the option of a Holder, suc h Holder advances any funds to the Company's transfer agent in order to process a conversion, suc h advanced funds shall be paid by the Company to the applicable Holder within two ( 2 ) business days of a demand from the applicable Holder . 111. Breach of Covenants . The Company breaches any material covenant or other material terms or conditions contained in this Certificate of Designations or in any purchase agreement, subscription agreement or other agreement pursuant to which any Holder has acquired any shares of Series D Preferred Stock, and such breach continues for a period of ten ( 10 ) days after written notice thereof to the Company from the Majority Holders . iv. Breach of Representations and Warranties . Any representation or warranty of the Company made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith , or in any purchase agreement, subscription agreement or other agreement pursuant to which any Holder has acquired any shares of Series D Preferred Stock , shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holders with respect to the Series D Preferred Stock . v. Receiver or Trustee . The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors , or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed . vi. Bankruptcy . Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company .

 
 

09 : 08 : 3 5 a . m . 01 - 05 - 2 0 2 4 I 1 5 I FaxZe r o . c om 5 - Jan - 2024 17:13 From Anthony L. Anish. Phone tt17142649704 8 Fax2ero.com p.15 vi i . Delisting of Common Stock . The Company shall fail to maintain the listing of the Common Stock on at least one of the OTC electronic quotations systems (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange . v 111 . Failure to Comply with the Exchange Act . The Company shall fail to comply with the reporting requirements of the Exchange Act ; and/or the Company shall cease to be subject to the reporting requirements of the Exchange Act (the filing of a Form 15 shall be an immediate Event of Default) . ix. Liquidation . Any dissolution, liquidation , or winding up of Company or any substantial portion of its business occurs . x. Cessat i on of Operations . Any cessation of operations by Company or Company admits it is otherwise generally unable to pay its debts as such debts become due ; provided, however, that any disclosure of the Company ' s ability to continue as a "going concern " shall not be an admission that the Company cannot pay its debts as they become due . xi. Financial Statement Restatement . The restatement of any financial statements filed by the Company with the Securities and Exchange Commission ( " SEC") at any time after 180 days after the Issuance Date for any date or period until the Series D Preferred Stock is n o longer outstanding , if the result of suc h restatement would, by comparison to the un - restated financial statement, have constituted a material adverse effect on the rights of the Holders with respect to the terms hereof (including the conversion rights hereof) . xii. Replacement of Transfer Agent . In the event that the Company proposes to replace its transfer agent, the Company fails to provide, prior to the effective date of such replacement , a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered (including, but not limited to, the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent and the Company . x 111 . Suspension of Trading of the Company ' s common stock by the SEC pursuant to Section 12 (k) of the Exchange Act ; Section 9. Miscellaneous. A. Lost or Mutilated Preferred Stock Certificate . Upon receipt of evidence reasonably satisfactory to the Company ( an affidavit of the registered Holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series D Preferred Stock , and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Company (provided that if the Holder is a financial institution or other institutional investor its own agreement will be satisfactory) or in the case of any such mutilation upon surrender of such certificate, the Company will , at its expense, execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen , destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate . B. Failure or Indulgence Not Waiver . No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof

 
 

09 : 08 : 3 5 a . m . 01 - 05 - 2 024 I 16 I F a x Z e r o . c om 5 - Jan - 2024 17:14 From Anthony L. Anish. Phone tt17142649704 9 Fax2ero.com p.16 or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of , any rights or remed i es otherwise available . C. Notices . All notices, demands, requests , consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein , shall be (i) personally served , (ii) deposited in the mail, registered or certified, return receipt requested , postage prepaid, (iii) delivered by reputable air courier service with charges prepaid , or (iv) transmitted by hand delivery, telegram , email, or facsimile, and, if sent to the Company, addressed to the Company at its principal office address or, if sent to a Holder , to the address of the Holder as set forth in the books and records of the Company . Any notice or other communication required or permitted to be given hereunder shall be deemed effective : (a) upon hand delivery or delivery by facsimile or email, with accurate confirmation (if delivered on a business day during normal business hours where such notice is to be received), or the first (Pt) business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second ( 2 nd ) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing , whichever shall first occur . D. Jurisdiction . Any action brought by any party against any other concerning this Certificate of Designations shall be brought only in the state courts of Nevada or in the federal courts located in Nevada . The Company and each Holder hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and each Holder waives trial by jury . The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs . In the event that any provision of this Certificate of Designations is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law . Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Certificate of Designations . Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with the Series D Preferred Stock by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . E. Remedies . The Company and each Holder acknowledge that a breach by it of its obligations hereunder will cause irreparable harm to the Company or the Holder, as applicable, by vitiating the intent and purpose of the transaction contemplated hereby . Accordingly, the Company and each Holder acknowledges that the remedy at law for a breach of its obligations under this Certificate of Designations will be inadequate and agrees, in the event of a breach or threatened breach of the provisions of this Certificate of Designations, that the Company or the Holders, as applicable, shall be entitled, in addition to all other available remedies at law or in equity, (the parties will not be entitled of any punitive damages or penalties, but , only real and actual damages), to an injunction or injunctions restraining, preventing or curing any breach of this Certificate of Designations and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required . G. Further Assurances . The Company shall do and perform, or cause to be done and

 
 

09 : 08 : 35 a . m . 01 - 0 5 - 2 0 2 4 I 17 I FaxZe r o . c om 5 - Jan - 2024 17:14 From Anthony L. Anish. Phone «17142649704 FaxZero.com p.17 performed, all such further acts and things, and shall execute and deliver all such other agreements , certificates, instruments and documents, as ant Holder may reasonably request in order to carry out the intent and accomplish the purposes of this Designation and any of the rights and preferences set forth herein including but not limited to the conversion of the Series D Preferred Shares into shares of common stock whether by Rul e 144 or a court approved settlement of conversion of the Series D Preferred Shares into shares of common stock pursuant to Section 3 (a)( 10 ) of the Securities Act of 1933 , as amended . F . Headings . The headings contained herein are for convenience only and will not be deemed to l i mit or affect any of the provisions hereof . IN WITNESS WHEREOF, the undersigned have executed this Certificate this 1 ' 1 January , 2024 . STAR ALLIANCE INTERNATIONAL CORP. By : _n _lJh_ ......;;._ - 10 Title: Name : Anthony Anish Chief Financial Officer/Secretary

 
 

09 : 08 : 35 a . m . 01 - 0 5 - 2 0 24 I 1 8 I FaxZe r o . c o m 5 - Jan - 2024 17:14 From Anthony L. Anish. Phone U17142649704 11 Fax2ero.com p.18 EXHIBIT A STAR ALLIANCE INTERNATIONAL CORP. CONVERSION NOTICE Reference is made to the Certificate of Designations, Preferences, Rights and Limitations of the Series D Convertible Preferred Stock of STAR ALLIANCE INTERNATIONAL CORP . (the " Certificate of Designations " ) . In accordance with and pursuant to the Certificate of Designations , the undersigned hereby elects to convert the number of shares of Series D Convertible Preferred Stock , $ 1 . 00 par value per share (the "Preferred Shares " ) , of STAR ALLIANCE INTERNATIONAL CORP . , a Nevada corporation (the "Company"), indicated below into shares of common stock, $ 0 . 001 par value per share (the "Common Stock ") , of the Company, as of the date specified below . Date of Conversion: Number of Preferred Shares to be converted : Share certificate no(s) . of Preferred Shares to be converted : _ Tax ID Number (If applicable) : Conversion Price : Number of shares of Common Stock to be issued: Please issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address : Issue to : Address: Telephone Number: _ Facsimile Number : Holder : By: _ Title : _ Dated : _ Account Number (if electronic book entry transfer): Transaction Code Number (if electronic book entry transfer) : _

 

 

EXHIBIT 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Richard Carey, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2024  
   
/s/ Richard Carey  
Richard Carey  
President/Chairman  

(Principal Executive Officer) 

EXHIBIT 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

I, Anthony L. Anish, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ s board of directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2024  
   
/s/ Anthony L. Anish  
Anthony L. Anish  
Chief Financial Officer  

(Principal Financial and Accounting Officer

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Star Alliance International Corp. (“the Company”) on Form 10-Q for the three and six months ended December 31, 2023 as filed with the Securities and Exchange Commission on the date of hereof (the “Report”), we, Richard Carey, President and Chairman of the Company, and Anthony L. Anish, Chief Financial Officer, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

By: /s/ Richard Carey  
  Richard Carey  
  President/Chairman  
  (Principal Executive Officer)  
     
Date: February 14, 2024  
     
By: /s/ Anthony L. Anish  
  Anthony L. Anish  
  Chief Financial Officer  
  (Principal Financial and Accounting Officer)  
     
Date: February 14, 2024  

 

 

 

 

 

EXHIBIT 32.2

 

Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Pursuant to 18 U. S. C. Section 1350, I, Anthony L. Anish, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Star Alliance International Corp. for the three and six months ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Star Alliance International Corp.

 

 

Date: February 14, 2024   /s/ Anthony L. Anish
    Anthony L. Anish
    Chief Financial Officer

 

 

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Star Alliance International Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Star Alliance International Corp. specifically incorporates it by reference.

 

 

 

 

v3.24.0.1
Cover - shares
6 Months Ended
Dec. 31, 2023
Feb. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --06-30  
Entity File Number 333-197692  
Entity Registrant Name STAR ALLIANCE INTERNATIONAL CORP.  
Entity Central Index Key 0001614556  
Entity Tax Identification Number 37-1757067  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 5743 Corsa Avenue  
Entity Address, Address Line Two Suite 218  
Entity Address, City or Town Westlake Village  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91362  
City Area Code 833  
Local Phone Number 443-7827  
Title of 12(b) Security Common  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   539,538,052
v3.24.0.1
BALANCE SHEETS (Unaudited) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Current assets:    
Cash $ 5,021 $ 4,391
Prepaids and other assets 482,500 482,500
Total current assets 487,521 486,891
Property and equipment 450,000 450,000
Mining claims 57,532 57,532
Total Assets 995,053 994,423
Current liabilities:    
Accounts payable 109,763 110,565
Accrued interest 99,449 75,681
Due to related parties 68,937 55,654
Accrued compensation 497,542 346,060
Notes payable, net of discount of $29,161 and $0, respectively 318,690 202,051
Convertible notes payable, net of discount of $4,061 and $105,354, respectively 391,880 396,652
Derivative liability 1,109,784 1,010,145
Total current liabilities 2,596,045 2,196,808
Total Liabilities 2,596,045 2,196,808
COMMITMENTS AND CONTINGENCIES (see footnotes)
Stockholders’ Equity (Deficit):    
Common stock, $0.001 par value, 500,000,000 shares authorized, 471,086,221 and 227,097,537 shares issued and outstanding, respectively 471,086 227,098
Additional paid-in capital 24,334,451 24,171,513
Common stock to be issued 81,495 0
Preferred stock to be issued 80,000 0
Stock subscription receivable (56,250) (56,250)
Accumulated deficit (26,514,657) (25,547,794)
Total stockholders’ (deficit) equity (1,600,992) (1,202,385)
Total liabilities and stockholders’ deficit 995,053 994,423
Preferred Stock [Member]    
Stockholders’ Equity (Deficit):    
Preferred stock, value 0 0
Series A Preferred Stock [Member]    
Stockholders’ Equity (Deficit):    
Preferred stock, value 1,000 1,000
Series B Preferred Stock [Member]    
Stockholders’ Equity (Deficit):    
Preferred stock, value 1,883 1,883
Series C Preferred Stock [Member]    
Stockholders’ Equity (Deficit):    
Preferred stock, value $ 0 $ 165
v3.24.0.1
BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
Dec. 31, 2023
Jun. 30, 2023
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 25,000,000 25,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 471,086,221 227,097,537
Common stock, shares outstanding 471,086,221 227,097,537
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 1,000,000 1,000,000
Preferred stock, shares outstanding 1,000,000 1,000,000
Series B Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,900,000 1,900,000
Preferred stock, shares issued 1,833,000 1,833,000
Preferred stock, shares outstanding 1,833,000 1,833,000
Series C Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 163,950
Preferred stock, shares outstanding 0 163,950
Notes Payable [Member]    
Unamortized discount $ 29,161 $ 0
Convertible Notes Payable [Member]    
Unamortized discount $ 4,061 $ 105,354