Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended June 30 2020, 2023

 

or

 

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

 

For the transition period from ___________ to ___________

 

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.)

 

5763 Corsa2900 West Sahara Avenue Suite 218, # 800

Westlake Village, CA 91362Las Vegas, NV89102

(Address of principal executive offices)

 

310-571-0020833-443-7827

(Registrant’s telephone number)

 

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

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
CommonNoneSTALNoneOTC MARKETS-PINKNone

 

Securities registered pursuant to Section 12(g) of the Act:None

 

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ Nox

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yesx No ¨

 

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 ¨ Nox

 

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes¨ xNo xo

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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¨xSmaller reporting companyx
 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 x

 

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  oNoo

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). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨  No x

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

TheAt December 31, 2022, the aggregate market value of the Company asvoting common stock held by non-affiliates of June 30, 2020the registrant was $107,313,334.$4,110,121.

 

Indicate the numberAs of October 13, 2023, there were 308,156,163shares outstanding of each of the issuer’s classes ofregistrant’s common stock as of the latest practicable date: 117,299,584 shares of $0.001 par value common stock outstanding as of March 15, 2021.

:

 

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

   

 

 

STAR ALLIANCE INTERNATIONAL CORP.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended June 30, 20202023

 

TABLE OF CONTENTS

 

   Page
    
PART I
 
PART I
Item 1.Business 1
Item 1A.Risk Factors 360
Item 1B.Unresolved Staff Comments 360
Item 2.Properties 360
Item 3.Legal Proceedings 360
Item 4.Mine Safety Disclosures 360
   3
PART II
 
PART II
Item 5.Market for Registrant’s commonCommon Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 461
Item 6.Selected Financial Data 463
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations 463
Item 7A.Quantitative and Qualitative Disclosures About Market Risk 465
Item 8.Financial Statements and Supplementary Data 766
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 867
Item 9A.Controls and Procedures 867
Item 9B.Other Information68
PART III
 
Item 9B.Other Information9
PART III
Item 10.Directors, Executive Officers and Corporate Governance 1069
Item 11.Executive Compensation 1374
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 1475
Item 13.Certain Relationships and Related Transactions, and Director Independence 1475
Item 14.Principal Accounting Fees and Services 1476
    
PART IV
 
PART IV
Item 15.Exhibits 77
Item 16Form 10-K Summary 78
 Signatures 
Signatures1779

 

 

 

 

 i 

 

PART I

 

ITEM 1. BUSINESSForward Looking Statements

 

This annual report on form 10-K (the “Annual 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 Annual 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 Annual 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.

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PART I

Item 1. Business

History

The Company 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.name Asteriko Corp.” Our prior business plans,plan, which generated limited or no earnings, included interior decorating products, and a travel and tourism service.

On May 14, 2018, our current Chairman, President and director, Richard Carey, our President and Chairman of the Board, acquired 22,000,000 shares of common stock of the Company, representingapproximately 62.15% ownership of the Company, which constitutes control. Mr. Carey acceptedconstituting a change of control transaction. On January 6, 2017, the positionsCompany amended its Articles of President and ChairmanIncorporation, effecting the change of its name to “Star Alliance International Corp.”  As of the Board ondate of this Annual Report, the same day.Company does not have subsidiaries.

Troy Acquisition

 

On May 17, 2018, Mr. Carey appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.

On May 22,August 13, 2019, the Board discussed the positions of the Directors and Officers. Mr. Tchernov resigned his position as CEO and Themis Glatman resigned as Company Secretary. The new appointments were made as follows:

Richard CareyCEO and Joint Chairman, Board member
John BairdCFO and Joint Chairman, Board Member
James BaughmanPresident Operations
Alexei TchernovExecutive Vice President Finance, Board Member
Franz AllmayerVice President Finance, Board Member
Themis GlatmanTreasurer, Board Member
Anthony AnishCompany Secretary, Board Member

In August 14, 2018, the Company entered into an Exclusive Option Agreement (the “Agreement”) with Starving Lion, Inc. (“Lion”). Under the Agreement, the Company has been granted the exclusive option, for a period of six (6) months, to acquireacquired the assets from Starving Lion, Inc. specified under the June 4, 2018 Letter of Intent. The assets pertain mainly to two mines located in Guatemala; one is a magnesium mine in El Progresso, and the other is a gold mine in Livingston.

The required purchase price for the Starving Lion, Inc. assets will be $1,000,000 cash, together with the issuance to Lion of new common and/or preferred stock to represent fifty-eight percent (58%) of the Company’s issued and outstanding common stock on a fully-diluted, post-closing basis. The Company decided not to proceed with this potential acquisition at this time.

On October 25, 2018, Star entered into a Letter of Intent (the “LOI”) with Troy Mining Corporation,Corp, a Nevada corporation (“Troy”) and its two majority shareholders and on March 25,pursuant to the asset purchase agreement dated June 13, 2019 and on August 5th this LOI was extended. Troy is the owner of(the “Troy Asset Acquisition”), which included 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. Troy also ownsCounty, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims, including a production processing mill together with associated buildings, all the mining and support equipment at the Troy mine site, all the Troy mining claims, and related equipmentgeological reports relating to the property, assay reports on the property, and buildings. On August 13th, 2019,all core drilling samples. In consideration for the Troy Asset Acquisition, the Company closedissued to Troy a promissory note in principal amount of $500,000 (the “Purchase Note”), and 1,883,000 shares of a Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022. The Company is currently working with the transaction makingUS Forest Service, National Park Service and BLM to finalize the first payment onpermits to reopen the acquisition of all the assets of Troy Mining Corporation.mine. No permits have been issued yet. The Company expects to restart mining operations in 2024.

 

The Company’s business focus will beShare Purchase Agreements with Juan Lemus for the pursuitproposed acquisitions of mining51% ownership in Commsa and mining technology businesses. The Company acquired the assets of Troy Mining Corporation, its first mining assets, on August 13, 2019.Lion Works.

 

On June 12, 2019,December 15, 2021, the Board approvedCompany entered into a share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Commsa. The 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 48 million5,000,000 shares of the Company’s common stock to Richard Carey, reducing his loanMr. 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 $48,000.March 31, 2022 as set forth in the Share Purchase Agreement; 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 Commsa Acquisition.

On August 14, 2023, the Company and Juan Lemus executed an addendum to the Share Exchange Agreement (the 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. The first addendum provides that if the Company does not comply with these obligations set forth in the Addendum until September 30, 2023, the Share Purchase Agreement will be null and void. 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.

 

 

 

 23 

 

 

EmployeesOn March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share 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 Share 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 Share Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consists 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.
·The Company will invest 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.
·The Company will engage 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 Share 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 Share Purchase Agreement.

 

ManagementOn July 21, 2023, Juan Lemus and the Company executed the first addendum to the Share Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023, and the parties agreed that upon such payment and the first minimum payment in the amount of $2,550,000 toward the total purchase price on or prior to September 30, 2023 by the Company, the parties will close the transactions contemplated by the Share Purchase Agreement, and Lion Works will become a majority-owned subsidiary of the Company. On September 28, 2023, the parties executed the second addendum, which extended the terms of the Company’s payments to December 31, 2023.

Purchase Agreement and Registration Rights Agreement with Keystone.

On March 15, 2023, the Company expectentered into and executed the Purchase Agreement and a Registration Rights Agreement with Keystone, pursuant to use consultants, attorneyswhich 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 accountants as necessary,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.

4

Our ability to require Keystone to purchase the Shares under the Purchase Agreement is subject to various limitations and doesconditions, including but not anticipate a needlimited to engage any full-time employees so long as itthe 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 seekingdeclared effective, and evaluating business opportunities.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 need for employeesCommitment Shares issued and their availabilitythe Additional Shares that may be issued to Keystone pursuant to the Purchase Agreement were issued and will be addressed in connection withissued pursuant to an exemption from registration under the decision whether or not to acquire or participate in specific business opportunities.Securities Act.

 

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.

5

Smaller Reporting Company Status

 

We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

 

Business 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 Annual Report, we have not commenced our mining operations. We anticipate starting our mining operations in 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, including 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”), a company that owns the “Genesis” ore extraction process, as described below. If we complete these acquisitions and acquire the intellectual property rights to Genesis, we will grow our business and will be able to build a number of Genesis plants that can be placed in customer mining sites including our own Troy mining site. After we complete these acquisitions, we also need to purchase the equipment necessary and obtain a final mining permit, to start operation in Honduras and to use Genesis technology.

Acquisition Strategy

Our acquisition strategy is to acquire gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas that will help us to grow and to enhance our overall monetization strategy. Particularly, the Company is focused on the acquisition of companies or majority interests in companies that are employing highly specialized, environmentally safe and patented technologies for the extraction of gold, silver and other metals including lithium and rare earth elements with an additional focus on biodegradable technologies that will dramatically improve many everyday applications.

As of the date of this Annual Report, we are also exploring acquisitions of assets and majority interests in companies related to artificial intelligence technology and in the fintech arena. We are currently negotiating the terms of these potential acquisitions and once these terms are final, we will enter into one or more definitive agreements.

Troy Asset Acquisition

As a result of the Troy Asset Acquisition, the Company acquired 78 gold mining claims consisting of approximately 1600 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims, including a production processing mill together with associated buildings, all the mining and support equipment at the Troy mine site, all the Troy mining claims, and related geological reports relating to the property, assay reports on the property, and all core drilling samples.

6

The federal government became involved in the gold mine when prosecuting the then owner and made a request of Dr. Robert B. Garcia to place an estimated value upon the project. Mr. Garcia has a long history as a developer, owner and operator of numerous mines and mining companies and a consultant for the mining and precious metal industries. He graduated from Arizona State University with a degree in chemistry, but his vocational experience is mainly as a metallurgist. He also consults within the mining industry as an expert witness in court litigation’s and has served as an assay referee in large bulk precious metals purchases and evaluations of mine properties for ore values and is a Board of Directors member of a Swiss Bullion License, duly appointed and registered with the Swiss Government which is why the federal government chose him as its consultant for this project. Mr. Garcia’s testimony under oath to the court on behalf of the federal government were significant and resulted in Star’s acquisition of the mine from the current owners.

This valuation was prepared on August 5, 2004, and although this area has not been mined since 2002, the Company recognizes that a new Technical Report and Appraisal prepared under US current standards and regulations with extensive core drilling is needed. Management intends to use some of the funds raised from the S 1 registration to complete the drilling and updated valuation.

The Company is currently working with the US Forest Service, National Park Service and Bureau of land Management (“BLM”) to finalize the permits to reopen the mine. No permits have been issued yet. The Company expects to restart mining operations in 2024.

Previous Work on the Troy ClaimsITEM:

The history of gold mining in Mariposa County dates back to placer mining by Mexicans or Californians of Spanish descent in 1848. Details concerning work in this time are limited. The discovery of lode gold in Mariposa is generally credited to Kit Carson and the discovery of the Mariposa mine in 1849; however, it is possible that the Mexicans were mining bedrock gold in Mariposa County prior to this discovery.

Subsequent to this discovery, large portions of Mariposa County were covered by land grants issued to John Fremont (The Las Mariposas Spanish Land Grant) and the Cook Estate. Because these grants and their private administration covered much of the Mother Lode, mining and development of the area was not conducted in the same fashion as claims located on public land.

The 78 current mining claims registered to Troy Mining Corporation are located west/southwest of El Portal, California and are located on BLM land. The claims are accessible via California State route 140 with the prime portals located approximately two to two and one-half (2 – 2 ½) miles east of Hwy 140 (based on a direct route). There is a graded dirt road that connects the portals located the greatest distance from Hwy 140 with the highway that is owned and maintained by Star. This road is approximately eight (8) miles in length due to the many required switch-backs in order to build the road into the side of the mountain. With proper maintenance, which can be accomplished by the mining company using the equipment purchased for working the mine, this road is normally passable year-round. The road is shared with the US Forest Service and National Park Service who use it to maintain visual surveillance of the area and for fire fighting access and as part hiking trails. In addition to this road, there are additional roads owned by Star that connect the main portal with additional portals located within the claim area. Further, the claims are located at what is considered to be the east base of what is commonly known as the Mother Lode gold-quartz vein system.

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Background of the Project:

The Project is located at the base of the gold mother lode in one of the three major vein belts where the greatest concentration of minerals settled over the years.

The project consists of mining claims located upon land under the control of BLM, US Forest Service and the National Park Service not the state of California with oversight being by these three agencies.

This is a hard rock mining project, not an open pit or placer type project resulting in much less oversight for air pollution and visual impact.

It is not a start-up project; it is the reopening of an existing, recently worked, project.

There is an existing grid of roads and trails that crisscross the project providing access to the prime portals. The roads are graded dirt that can be maintained as passable throughout the year and the trails can be expanded into passable roads. The estimated cost to build these roads and trails today would be in excess of $10 million.

There is a gravity flow ball mill installed on the project that is complete from an ore introduction conveyor system and both rough and crushed ore bins with a pneumatic air hammer/blaster system, through the separation portion of the mill including water and other solutions storage tanks and circulating system and separation tables. This equipment has a replacement cost of approximately $1.8 million.

On site there are two self-contained generators connected to existing electrical distribution panels with an on-site replacement cost of approximately $30,000. The project has multiple production shafts (portals) that have in-shaft railroad track installed.

The project has sufficient timber located within the claim areas to both provide shoring material for new tunneling and if so desired, to sell the excess.

While this is primarily a gold recovery project, geologists and assay reports indicate the amount of recoverable silver available in quantity is equal to that of gold which adds considerable to the bottom-line profit.

The company has a large library of mining history of the area and the production shafts located within the project boundaries along with extensive exploration and geology maps, reports.

Overview of Previous Mining Operations on the Troy Claims:

There are three main portals (Hite Mine, Gibbs/Williams Brothers Mine and the Gold Star Mine) located within the area currently included in the Troy mining claims that have been worked from as early as 1849 to as recently as 1996 (Note: in total there are 17 portals on the property). These mines have never been worked with modern equipment but have always been worked with dynamite and pick & shovel with the ore being transported via pack mule prior to the construction of the access road. The roadway system currently in place allows for the ore to be moved via truck either to the processing mill located at the site of the main portal or to off-site locations if it should be desired to do so. All of the mining done in this area is what is known as Hardrock or below-grade, tunnel mining. The past total production from the mines located within this area is considerable. A large portion of this production was done when the price of gold was around $20 per ounce but based on today’s prices this would be very significant. During the production years for these mines, the technique followed by the Hardrock miners was known as “drift mining” where the miner located an external outcropping and then followed the gold vein until it petered out then he moved to another outcropping location. Underground mining extended to 900 feet with development extending down to 1200 feet in depth. Elsewhere on the property, mining and development all occurred within 100 feet of the surface.

8

Previous Work on the Troy Claims:

The history of gold mining in Mariposa County dates back to placer mining by Mexicans or Californians of Spanish descent in 1848. Details concerning work in this time are limited. The discovery of lode gold in Mariposa is generally credited to Kit Carson and the discovery of the Mariposa mine in 1849; however, it is possible that the Mexicans were mining bedrock gold in Mariposa County prior to this discovery.

Subsequent to this discovery, large portions of Mariposa County were covered by land grants issued to John Fremont (The Las Mariposas Spanish Land Grant) and the Cook Estate. Because these grants and their private administration covered much of the Mother Lode, mining and development of the area was not conducted in the same fashion as claims located on public land.

MINE SUMMARY:

The Mother Lode is the most extensive mineral zone in the State of California. It extends from the southern part of Mariposa County to the northern part of El Dorado County, a distance of 300 miles, then extends northeast along the Sierra Nevada foothills. Some of the most famous and productive gold mines in the West are located along the length of this mineral zone. The Mother Lode Gold Belt is a long, narrow strip on the western foothills of the Sierra Nevada mountain range. There is a wall-like mass of quartz that outcrops at intervals along the belt. The wide zone of parallel and discontinuous gold vein deposits is referred to as the Mother Lode System.

Mariposa County, California, has a long history of gold production from small lode and placer mining operations. The county covers part of the Sierra Nevada Mother Lode belt first discovered in the 19th century. The majority of gold production occurred prior to 1900 and was taken from mineralized quartz veins. The gold price at that time was $20.00/ounce compared to approximately $1,900 per ounce currently. The unproven production at that time would have had a value of several billion dollars if current pricing was used.

From the discovery of gold at Sutter's Mill on the American River on January 24, 1848 to the present, the area known as the “Mother Lode Region” has been one of most prolific gold producing areas in the world. In 1849, Quartz lode mining began on claims that currently make up part of the Troy Mining claims. Later this mine was one of the first to install a stamp mill, which ground the quartz ore to separate out the free gold. 

The Troy Mining (Troy) property is specifically located geologically, at the southern end of the “Mother Lode System” in Central East California, Mariposa County, approximately 200 miles east of San Francisco. The property borders on the western the age of Yosemite National Park in the El Portal, California quadrangle, and is three miles southwest of the town of the El Portal, California. The mining property is bounded on the north by the Middle Fork of the Merced River and on the south by the South Fork of the Merced River. The property ranges in elevation from 1,700 feet to 5,500 feet and with workers housed on-site, can be worked year-round. The claims in each of the two main claim groups are contiguous. The maps and mine co-ordinates are included in this report. ….

The former AT&E Company controlled approximately 10,500 acres of ground in Mariposa County, California, covering 250 mining claims. The property was acquired from AT&E in the late 90’s by USA Mining and then the 79 most important claims were reinstated by Troy Mining in the early 2000’s (Note: both these transactions occurred when gold was less than $300/oz). The property includes more than 50 mine portals dating back to the late 1800’s or early 1900’s most of which have not been located and viewed by the current owner. Because of the existence of historical mining records, nine of these mines have been characterized as former gold producing mines. Included in this list of mines is the Hite Mine. With estimated total production of at least 150,000 ounces, the Hite Mine is ranked as the fifth largest historic gold producing mine in Mariposa County.

9

The property includes the following historic recognized gold mines: Hite, (6) Hite Central, (7) Kaderitas, (8) Mexican II, and Williams Brothers. In addition, there are at least 50 additional mining portals which were, in the last 150 years, actively producing gold in unknown quantities. These mines were actively producing with pick and shovel and pack-mule. No modern equipment or scientific means of geological study have ever been employed.

The company has a very excellent working relation with the BLM, US Forest Service and National Park Service officials that will be involved in the project’s operation.

·It has secured a commitment from Mark Payne and Mr. Jon Grossman to become members of its on-site management team along with the same commitment.

·Mark Payne attended California State University Sacramento, Bachelor of Arts Geological Sciences Program and has been an independent geological consultant since 1985. He is a California Registered Professional Geologist #7067, and a member of the American Institute of Professional Geologists. He specializes in exploration, definition and resource estimation of gold-quartz vein systems and gold deposits dominated by coarse particulate gold and has served as chief geologist for several major companies such as Emgold Mining Corp and Sutter Gold Mining.

·Mr. Grossman received his BS in Economics from the Wharton School of Finance, University of Pennsylvania and has been involved in the precious metal and various aspects of the mining business for more than 30 years. At one time in his career, he was Director of Investment Banking on Wall Street and has been instrumental in founding and growing several businesses including Florida Bullion Traders, Inc. One of his major assets is the fact he was the General Manager of the mining operation that was owned by Mr. Geiger and that operated the mining project during its productive period and has a hands-on/on-site knowledge of the proper operating methods for this project.

MINE LOCATION:

The list attached includes the mine location sites per the original listing of the claims with the Bureau of Land Management. In addition, each mine is listed with its specific locations.

Main Mine Site Co-Ordinates (Blue Dot)

37°39’50 North; 119°52’31 West

10

11

12

This is the area where the mine is located.

13

INDIVIDUAL CLAIM CO-ORDINATES

TROY CLAIM NUMBERLOCATION OF MINING CLAIMS
Quarter-section, section, township, range and Meridian
Troy 1NE1/4 of Section 30, T3S, R20E, M.D.M
3568 feet north and 1822 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Clain is approximately 1500 feet long and 600 feet wide
general course of the lode is from N44°06'E to the S44°06'E
Troy 2NE1/4 of Section 30, T3S, R20E, M.D.M
SE 1/4 of Section 30, T3S, R20E, M.D.M
2228 feet north and 649 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 3NE1/4 of Section 30, T3S, R20E, M.D.M
SE 1/4 of Section 30, T3S, R20E, M.D.M
1797 feet north and 1067 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 4NE1/4 of Section 30, T3S, R20E, M.D.M
SE 1/4 of Section 29, T3S, R20E, M.D.M
1797 feet north and 1067 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction

14

Troy 5NE1/4 of Section 30, T3S, R20E, M.D.M
323 feet north and 407 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 6NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 30, T3S, R20E, M.D.M
108 feet south and 825 feet west from the SE corner of
Section 30, T3S, R20E M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 7NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 30, T3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
SW 1/4 of Section 29, T3S, R20E, M.D.M
288 feet north and 371 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 8NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 30, T3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
143 feet north and 789 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction

15

Troy 9NE1/4 of Section 31, T3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
1187 feet south and 289 feet east from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 10NE1/4 of Section 31, T3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
2035 feet south and 302 feet east from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 11NE1/4 of Section 31, T3S, R20E, M.D.M
SW 1/4 of Section 32, T3S, R20E, M.D.M
2070 feet south and 338 feet east from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 12NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, t3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
2466 feet south and 116 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 13NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, T3S, R20E, M.D.M
NW 1/4 of Section 32, T3S, R20E, M.D.M
SW 1/4 of Section 32, T3S, R20E, M.D.M
2501 feet south and 80 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction

16

Troy 14NE 1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, T3S, R20E, M.D.M
2897 feet south and 533 feet west of the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
troy 15SE 1/4 of Section 31, T3S, R20E, M.D.M
SW 1/4 of Section 32, T3S, R20E, M.D.M
2932 feet south and 497 feet west of the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 16NE 1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, T3S, R20E, M.D.M
3238 feet south and 951 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 17SE 1/4 of Section 31, T3S, R20E, M.D.M
SW 1/4 of Section 32, T3S, R20E, M.D.M
3363 feet south and 915 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 19NE1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, T3S, R20E, M.D.M
NW 1/4 of Section 31, T3S, R20E, M.D.M
SW 1/4 of Section 31, T3S, R20E, M.D.M
2715 feet south and 2446 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction

17

Troy 20NE 1/4 of Section 31, T3S, R20E, M.D.M
SE 1/4 of Section 31, T3S, R20E, M.D.M
SW 1/4 of section 31, T3S, R20E, M.D.M
3759 feet south and 1368 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 21SE 1/4 of Section 31, T3S, R20E, M.D.M
3794 feet south and 1332 feet west from the SE corner of
Section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
general course of the lode is from N45°54'W to the S45°54'E
direction
Troy 48NE 1/4 of Section 19, T3S, R20E, M.D.M
8493 feet north and 2633 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
Troy 49NE1/4 of Section 19, T3S, R20E, M.D.M
SE 1/4 of Section 19, T3S, R20E, M.D.M
NW 1/4 of Section 19, T3S, R20E, M.D.M.
SW 1/4 of Section 19, T3S, R20E, M.D.M
7849 feet north and 3149 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
Troy 50NE1/4 of Section 19, T3S, R20E, M.D.M
SE 1/4 of Section 19, T3S, R20E, M.D.M
8354 feet north and 2625 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction

18

Troy 51NE1/4 of Section 19, T3S, R20E, M.D.M
SE 1/4 of Section 19, T3S, R20E, M.D.M
SW 1/4 of Section 19, T3S, R20E, M.D.M
7799 feet north and 3141 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
Troy 52NE1/4 of Section 30, T3S, R20E, M.D.M
SE 1/4 of Section 19, T3S, R20E, M.D.M
5443 feet north and 2143 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
Troy 53NE1/4 of Section 30, T3S, R20E, M.D.M
SE 1/4 of Section 19, T3S, R20E, M.D.M
NW 1/4 of Section 30, T3S, R20E, M.D.M.
SW 1/4 of Section 19, T3S, R20E, M.D.M
4889 feet north and 2660 feet west from the southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 54SE 1/4 of Section 19, T3S, R20E, M.D.M
5394 feet north and 2134 feet west from the Southeast corner
of section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction
Troy 55NE 1/4 of Section 30, T3S, R20E, M.D.M
NW 1/4 of Section 30, T3S, R20E, M.D.M
4839 feet north and 2651 ffet west from the SE corner of
section 30, T3S, R20E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course of lode is N9°24'W to S9°24'E direction

19

Troy 60NE1/4 of Section 21 T3S, R19E, M.D.M
SE 1/4 of Section 21, T3S, R19E, M.D.M
NW 1/4 of Section 21, T3S, R19E, M.D.M.
SW 1/4 of Section 21, T3S, R19E, M.D.M
141 feet north and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 61NE1/4 of Section 21 T3S, R19E, M.D.M
SE 1/4 of Section 21, T3S, R19E, M.D.M
NW 1/4 of Section 22, T3S, R19E, M.D.M.
SW 1/4 of Section 22, T3S, R19E, M.D.M
141 feet north and 947 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 62SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 21, T3S, R19E, M.D.M
459 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 63SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 21, T3S, R19E, M.D.M
459 feet south and 947 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 64SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 21, T3S, R19E, M.D.M
1059 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

20

Troy 65SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
1059 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 66SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 21, T3S, R19E, M.D.M
1659 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 67SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
1659 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 68SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
2259 feet south and 997 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 69SE 1/4 of Section 21, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
2259 feet south and 947 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

21

Troy 70NE1/4 of Section 28 T3S, R19E, M.D.M
SE 1/4 of Section 21, T3S, R19E, M.D.M
NW 1/4 of Section 28, T3S, R19E, M.D.M.
SW 1/4 of Section 22, T3S, R19E, M.D.M
2859 feet south and 947 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 71NE1/4 of Section 28 T3S, R19E, M.D.M
SE 1/4 of Section 21, T3S, R19E, M.D.M
NW 1/4 of Section 27, T3S, R19E, M.D.M.
SW 1/4 of Section 22, T3S, R19E, M.D.M
2859 feet south and 947 feet west from the W 1/4 corner
of section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 80SW 1/4 of Section 22, T3S, R19E, M.D.M
1059 feet south and 2003 feet east from the w 1/4 corner of
section 22, T3S, R16E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 81SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
1053 feet south and 2053 feet east from the W 1/4 corner
section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 82SW 1/4 of Section 22, T3S, R19E, M.D.M
1659 feet south and 2003 feet east from the W 1/4 corner of
Section 22, T3S, R16E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

22

Troy 83SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
1659 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 84SW 1/4 of Section 22, T3S, R19E, M.D.M
2259 feet south and 2003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 85SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
2259 feet south and 2053 feet east from the W 1/4 corenre of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 86NW 1/4 of Section 27, T3S, R19E, M.D.M
SW 1/4 of Section 22, T3S, R19E, M.D.M
2859 feet south and 2003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 87NE 1/4 of Section 27, T3S, R20E, M.D.M
SE 1/4 of Section 22, T3S, R20E, M.D.M
NW 1/4 of Section 27, T3S, R20E, M.D.M.
SW 1/4 of Section 22, T3S, R20E, M.D.M
2859 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

23

Troy 89NE 1/4 of Section 27, T3S, R20E, M.D.M
NW 1/4 of Section 27, T3S, R20E, M.D.M.
3459 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 91NE 1/4 of Section 27, TS, R19E, M.D.M
NW 1/4 of Section 27, T3S, R19E, M.D.M.
4059 feet south and 2053 feet east from the W 1/4 corner of
Section 22, t3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 93NE 1/4 of Section 27, TS, R19E, M.D.M
NW 1/4 of Section 27, T3S, R19E, M.D.M.
4659 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 95NE 1/4 of Section 27, TS, R19E, M.D.M
SE 1/4 of Section 27, T3S, R19E, M.D.M
NW 1/4 of Section 27, T3S, R19E, M.D.M.
SW 1/4 of Section 27, T3S, R19E, M.D.M
5259 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 97SE 1/4 of Section 27, T3S, R19E, M.D.M
SW 1/4 of Section 27, T3S, R19E, M.D.M.
5859 feet south and 2053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

24

Troy 98SE 1/4 of Section 22, T3S, R19E, M.D.M
459 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 99SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M.
459 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 100SE 1/4 of Section 22, T3S, R19E, M.D.M
1059 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 101SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M.
1059 feet south and 5053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 102SE 1/4 of Section 22, T3S, R19E, M.D.M
1659 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 103SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M.
1659 feet south and 5053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

25

Troy 104SE 1/4 of Section 22, T3S, R19E, M.D.M
2259 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 105SE 1/4 of Section 22, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M.
2259 feet south and 5053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 106NE 1/4 of Section 27, TS, R19E, M.D.M
SE 1/4 of Section 22, T3S, R19E, M.D.M.
2859 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 107NE 1/4 of Section 27, TS, R19E, M.D.M
SE 1/4 of Section 22, T3S, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
SW 1/4 of Section 23, T3S, R19E, M.D.M
2859 feet south and 5053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 108NE 1/4 of Section 27, TS, R19E, M.D.M
3459 feet south and 5003 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 109NE 1/4 of Section 27, TS, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
3459 feet south and 5053 feet east from the W 1/4 corner of
Section 22, T3S, R19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

26

Troy 110NE 1/4 of Section 27, TS, R19E, M.D.M
4059 feet south and 4428 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 111NE 1/4 of Section 27, T3S, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
4059 feet south and 6503 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Triy 112NE 1/4 of Section 27, TS, R19E, M.D.M
4659 feet south and 3553 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 113NE 1/4 of Section 27, T3S, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
4659 feet south and 6503 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 114NE 1/4 of Section 27, T3S, R19E, M.D.M
SE 1/4 of Section 27, T3S, R19E, M.D.M.
5269 feet south and 3553 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 115NE 1/4 of Section 27, T3S, R19E, M.D.M
SE 1/4 of Section 27, T3S, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
SW 1/4 of Section 26, T3S, R19E, M.D.M
5259 feet south and 6503 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

27

Troy 116NE 1/4 of Section 26, T3S, R19E, M.D.M
SE 1/4 of Section 23, T3S, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
SW 1/4 of Section 23, T3S, R19E, M.D.M
2859 feet south and 6553 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 117NE 1/4 of Section 26, TS, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
3459 feet south and 6553 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 118NE 1/4 of Section 26, TS, R19E, M.D.M
NW 1/4 of Section 26, T3S, R19E, M.D.M.
4059 feet south and 6553 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 121SE 1/4 of Section 23, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M
459 feet south and 8003 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 122SE 1/4 of Section 23, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M
1059 feet south and 8003 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

28

Troy 123SE 1/4 of Section 23, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M
1659 feet south and 8003 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction
Troy 124SE 1/4 of Section 23, T3S, R19E, M.D.M
SW 1/4 of Section 23, T3S, R19E, M.D.M
2259 feet south and 8003 feet east from the W 1/4 corner of
Section 22, T3S. R 19E, M.D.B.M
Claim is approximately 1500 feet long and 600 feet wide
General course load is from easterly to westerly direction

The Troy Mining Zone Location Map – Mariposa County

29

Location of Star’s Mining Property
Within the Historic “California Mother Load”

30

There are seven (7) portals. The method Troy used to stake its claims was to land-lock the area surrounding these claims in a way to prevent outside interests to stake the additional original AT&E claims. Since existing roads, trails, etc. may be expanded but no new ones constructed without further government approval, this program proved effective. Troy’s plan was at such time as it was ready to begin opening the various portals for production to survey and stake the additional 290+ claims facilitated by its road and trail structure that provides access to them. These additional claims together with the existing claims would provide Star with control over ~10,500 acres, 130 miles due East of San Francisco Bay.

Photographs of the Troy Mining Zone

The Mining Property, showing site buildings

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Mining Property

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Mining Property

33

Mine Shaft

34

Bunker

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Main Road

36

  

Mine

37

 

Mill

38

 

Mill

39

 

Mill

40

 

Mill

41

Mill Building

42

  

Rock Face Inside the Mine Showing Ore

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Bunker

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Mine Map

Inside Mine

Inside Mine

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Several Pictures Taken at the Mine Site late November 2019 Follow

 

46

commsa mining rights

If the Company consummates the Commsa Acquisition under the Share Purchase Agreement with Mr. Lemus, it will acquire 51% of Commsa, a Honduran Corporation, and as a part of that acquisition the Company will acquire Commsa’s mining rights to five mines that run near a stretch of the Rio Jalan River and are in the process of being prepared for mining production. Below is the summary of Commsa Mining Rights.

The environmental licenses have been obtained and exploration is ongoing. Local small mining operations are producing a minimum of 250 to 300 oz of gold per site per month while losing approximately 50% of the recoverable gold particles. We expect that our expanded operations, using modern equipment and our new Genesis program, recently acquired, should result in up to a 98% rate of recoverable gold, leading to significantly higher quantities of gold per site.

Located two hours from the capital city of Choluteca, Honduras, CONNSA owns the concession for unlimited exploitation, land and drill holes. The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

Hardy plants and trees populate the regions proportional to altitude, soil, and water supply. Generally, the topographically higher elevations are covered with pine forests and pine needle carpets. Lower regions, especially in stream and river drainages are covered in deciduous single canopy jungle.

Choluteca, the fourth largest city in Honduras, has a wide range of hotels and rental dwellings as well as good supply, repair, and communications infrastructure. The city and the national capital, Tegucigalpa, are joined by 130km of the paved highway. The highway also provides access from Choluteca to Clavos Road, one of many logging and agricultural roads throughout the area. Potosi is reached by driving 50km east on the highway from Choluteca and taking the dirt road to Porteritos, a total of 1.5 hours driving time. The highway has both passenger and heavy transport capabilities.

Choluteca is serviced by twelve daily bus runs. Daily international airline service is available to Tegucigalpa from every country while Choluteca is serviced by an airstrip capable of landing 737 sized aircraft.

A large, skilled labor force with some mining experience, can be mobilized in most Honduran towns. The mining concessions are centered at 13” 15’N and 87” 00’Win the area of Choluteca, Honduras.

Mining and exploration history

At present, the Potosi area is not being mined by other than small, high-grade operations consisting of one or two local individuals. They focus upon known occurrences such as Tajo, San Antonio and, lately, San Benito with hand tools, cobbing and molinete techniques. The area has seen sporadic gold mining activity since the time of the Spanish colonists 100 hundred years ago. Within the Potosi concession, Rosario Mining performed large scale underground tunneling in the Guadaloupe, San Antonio, Guapinol, El Caballo and Tajo adits using tracked techniques of First World War vintage. Brush-overgrown roads and at least several hundred meters of tunnels, most of them collapsed, are the legacy of this earlier work. An unnamed American company did some small shafts and tunnels at Volcancito, and Jobos. No production records or plans are available.

Geology Project

Perhaps ten percent of the Potosi area is rock outcrop. In a macro sense the outcrop available for mapping may be broken up into two Tertiary volcanic rock groups: the Oligocene Matagalpa Formation (mainly andesitic in composition) and the Miocene Padre Miguel Group (mainly rhyolite / dacite). Matagalpa Formation rocks contain andesite flows, crystal tuffs, feldspar porphyries, basalt, and finer grained volcano-sediments unconformably overlain by the Padre Miguel rocks (rhyolitic to dacitic tuffs). Later stage rhyolite doming occurs in the San Antonio Mine area and immediately east of the San Benito occurrence. The Cerro Potosi topographic high is probably correlative to the Padre Miguel group rooks. Later stage mafic, intermediate, and felsic diking crosscut the main units. Padre Miguel rocks are invariably bleached white to pink to grey mass of devitrified and silicified rhyolite to dacite, ignimbrite or silicified breccia. White, angular metamorphosed/altered clasts are diagnostic of this occurrence at Pantaleon. Welding is observable in core.

At Potosi, the rock types are variations on the Matagalpa theme, except for Pantaleon, where the prime target was gold bearing epithermal quartz veining within Padre Miguel rocks. It was also hoped that the contact between the Padre Miguel and Matagalpa rocks would be a logical horizon for gold alteration zones.

The majority of outcrop mapped on the project is from the Matagalpa group: a flat-lying sequence of medium grained porphyritic tuff breccia of intermediate composition. Markedly porphyritic flows were mapped on surface and logged in drill holes. The size and shape of the light grey/white feldspar phenocrysts varies from millimeter to slightly less than 0,75 cm. More massive, non-porphyritic, fine-grained andesite was identified either as volcanic flow or tuffs. The Matagalpa group is predominantly subaerial with limited sections of banded, lamellar tuffs which may have been subaqueous. Pyroclastic andesite breccias are mapped and logged in all the focus zones. Heterolithic lapilli are common constituents of the lapilli tuff. Heterolithic agglomeratic andesite and medium to coarse tuff breccia is logged in the San Benito drill holes. Fine grained intermediate dykes which may be feeder dykes cut the same drill holes.

47

Felsic intrusive domes are subaerial in nature. Flow banding and spherulites are common. The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

Structure: The principal trend mapped at San Antonio dips steeply to the north and is coincident with an east - west striking ridge. The trend is traceable on surface from San Antonio through Corales / Guadaloupe where the strike becomes more northerly, increasing from generally east-west to west-north-west (270 to 310/320). There are indications that the west-north-west striking Corales / Guadaloupe Mines exploit a second structure mirroring the Nicaraguan trough. This trend disrupts the east-west trend hosting the San Antonio structure.

Epithermal quartz veining is evidently controlled by structurally prepared fault and fracture zones. These zones have provided the conduit for gold bearing siliceous fluids driven by felsic doming as a "heat engine".

Alteration: Feldspar and clay alteration is to moderate intense in the weathering horizon and adjacent to structurally affected areas and/or within the aura of related, epithermally altered, siliceous zones. This alteration is in direct proportion to proximity of structural movement and quartz veining. The near surface feldspar phenocrysts are soft, crumbly and subhedral to anhedral in form. Sausseritization is common in core.

Hematization is ubiquitous in surface rocks due to the weathering profile created by meteoric water circulation and subsequent oxidation. Faulted and fractured rocks are also commonly hematized to varying extents.

Silicification: All rock units have silicified intersections (usually influenced by epithermal quartz veining) although pervasive silicification has been noted on the metre scales in core and adjacent to quartz breccia zones during the mapping phase. Epidotization is part of a classic zonation especially noticeable at San Benito where pervasive epidote gives way to pyritization and finally to silicification proximal to epithermal quartz veining and associated chalcopyrite, galena, sphalerite, silver minerals and gold.

Sulphides / mineralization: There is a distinct correlation between the presence of sulphide presence, type, and percentages to gold mineralization as noted in zone descriptions and core logs. Sulphides are not consistent as to type or quantity between drilled zones. If indeed there is a gold pathfinder element at Potosi, it is copper. Chalcopyrite, galena, pyrite, sphalerite, silver minerals (acanthite) and their oxide analogues are present in the best mineralized intersections..

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Below is a mineral resource summary for the Clavos. The report is compiled from internationally validated exploration documentation that meets the standards set by Canadian National Instrument 43-101, (NI 43-101) and National Instrument 43-101CP, and National Instrument 43-101F1.

49

Clavos

1996 sampling traverses by Entre Mares personnel (geologists Scoretz, Malfair, Cheng, Fraser and McCarthy at different times) indicated that anomalous gold was present at Clavos zone in structurally and stratigraphically favorable terrain. Then by an independent group of Geologist from Guatemala lead by Ruben Leal in 2005 and then again in 2020 further sampling from Clavos confirmed the ancient mineralized zones, as well as new potential ones and complete economics and metallurgic reports.

50

The Choluteca concessions encompass an area characterized by steep hills, rugged relief interspersed with rounded coast mountains and ridges and domes interspersed with precipitous valleys. Cliffs are not uncommon particularly along zones of structural uplift or downthrow.

Physiography and Climate

Clavos is steeper topographically with rhyolite doming and very steep valleys throughout the property.

Topography varies widely from 60m on the west side to 1190m in the northeast corner of the properties.

Honduras is subject to temperatures ranging from the low 20's into the 40's (degrees Celsius) dependent upon the season. Climate is logically broken up into extremes: the rainy season (June to October) and the dry season (November to May).

Potosi

Location and access

The Potosi Project is in the Municipality of Concepcion de Maria in southern Honduras, Department of Choluteca.

Map 2855-IV (Concepcion de Maria - Cinco Pinos, 1:50,000 topographic sheet) covers most of the property. The nearest center of commerce is Choluteca, the fourth largest city in Honduras.

Access to Potosi is best achieved from the San Francisco turn-off on the Pan American Highway east of Choluteca. A 1.5-hour journey from Choluteca by 4x4 to the village of Porteritos via highway and dirt road is the most efficient means of travel.

Physiography

The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

Hardy plants and trees populate the regions proportional to altitude, soil, and water supply. Generally, the topographically higher elevations are covered with pine forests and pine needle carpets. Lower regions, especially in stream and river drainages are covered in deciduous single canopy jungle.

51

Geology

Geology Project

Perhaps ten percent of the Potosi area is rock outcrop. In a macro sense the outcrop available for mapping may be broken up into two Tertiary volcanic rock groups: the Oligocene Matagalpa Formation (mainly andesitic in composition) and the Miocene Padre Miguel Group (mainly rhyolite / dacite). Matagalpa Formation rocks contain andesite flows, crystal tuffs, feldspar porphyries, basalt, and finer grained volcano-sediments unconformably overlain by the Padre Miguel rocks (rhyolitic to dacitic tuffs). Later stage rhyolite doming occurs in the San Antonio Mine area and immediately east of the San Benito occurrence. The Cerro Potosi topographic high is probably correlative to the Padre Miguel group rooks. Later stage mafic, intermediate, and felsic diking crosscut the main units. Padre Miguel rocks are invariably bleached white to pink to grey mass of devitrified and silicified rhyolite to dacite, ignimbrite or silicified breccia. White, angular metamorphosed/altered clasts are diagnostic of this occurrence at Pantaleon. Welding is observable in core.

At Potosi, the rock types are variations on the Matagalpa theme, except for Pantaleon, where the prime target was gold bearing epithermal quartz veining within Padre Miguel rocks. It was also hoped that the contact between the Padre Miguel and Matagalpa rocks would be a logical horizon for gold alteration zones.

The majority of outcrop mapped on the project is from the Matagalpa group: a flat-lying sequence of medium grained porphyritic tuff breccia of intermediate composition. Markedly porphyritic flows were mapped on surface and logged in drill holes. The size and shape of the light grey/white feldspar phenocrysts varies from millimeter to slightly less than 0,75 cm. More massive, non-porphyritic, fine-grained andesite was identified either as volcanic flow or tuffs. The Matagalpa group is predominantly subaerial with limited sections of banded, lamellar tuffs which may have been subaqueous. Pyroclastic andesite breccias are mapped and logged in all the focus zones. Heterolithic lapilli are common constituents of the lapilli tuff. Heterolithic agglomeratic andesite and medium to coarse tuff breccia is logged in the San Benito drill holes. Fine grained intermediate dykes which may be feeder dykes cut the same drill holes.

The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

Drilling at the Tajo showing delineated a quartz vein structure striking WNW and dipping moderately to the northeast. Diamond drill holes PT97-05 to PT97-11 intersected the structure along a strike length of 150m over a 125m down dip extension.

The Tajo Showing is located on a variably dipping (15-30o) north-east facing slope. The Tajo structure was approached through a series of short drill holes. The structure was pierced repeatedly at anticipated depths based on a 295o strike and -35o N dip; except in PT97-11 where the vein was intercepted 20m higher in the hole. This may be explained by a swing in the strike to the northwest or an offset through faulting. Field evidence indicates that the structure begins to strike 315o on the western end of the grid. The best assay was in PT97-7 (2.29g/T over 8.0m including a core zone of 12.2g/T over 1.4m). it is geometrically demonstrable that the core zone corresponds to the base metal rich sulfide intervals of the Tajo vein.

San Antonio

The San Antonio zone was the first structure mapped and drilled during the program. The surface mapping showed altered porphyritic and a site overlying a more massive unit of andesite tuff / lapilli tuff. 1:1000 scale surface mapping and diligent sampling of all promising areas was performed on and off the grid. The underground mapping indicated that the San Antonio Mine topographically overlaps the Todos Santos Mine in Rosario Mining's earlier attempt to mine the San Antonio structure.

From 2004 to 2005 12 new drills were performed by Ruben Leal at San Antonio to prove gold reserves and extend the anomalous underground samples and DDH 94-5 mineralization.

52

San Benito

An approximately 700 x 350m zone has been sampled with highly anomalous Au values obtained. It is open to both east and west and appears to represent stacked epithermal quartz zones with Au, Ag and Cu mineralization. Another hole to the west of the Vespa Pit, possibly drilling under the chimney zone would be useful in extending mineralization; a hole should be drilled to test the eastward extension of the chalcopyrite-bearing quartz veins mapped there. Surface samples in pits and trenches returned more than 10g/T Au values. A program of at least five, 100m drill holes would be necessary to properly test the very wide and persistent zone of base metal and gold enhancement within silicification and quartz veining identified on the grid.

Cerro Copal

Lithology of Cerro Copal is the same as Tajo.

From 1999 to this day this area is also being mined on a small scale by locals following high gold grades. Ending with complex underground structure that allows us to create a 3D without drilling.

This new exploration area follows the Limon’s trend from Nicaragua Gold belt.

Lion Works, Inc.-Genesis Ore Extraction Process

On March 19, 2023, the Company, as Buyer entered into that certain share purchase agreement with J. Lemus, as Seller which contemplated acquisition of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis proprietary system (“Genesis”). This green, environmentally friendly, process, extracts up to 98% of the minerals, including gold and many rare earth elements from Oxide and complex Ores. Furthermore, the process takes 12 - 48 hours which is considerably shorter than the 40 to 120 days other leaching processes take. Furthermore, the heap leaching process, as a general rule only extracts up to 70% of the gold or other minerals from the ore. If left for one to two years it is possible to extract up to 90% of the minerals from the ore using heap leaching methods and compared to CIL plant processing has the same effectiveness without the cost. CIL stands for carbon in leach. This is a gold extraction process called cyanidation where carbon is added to the leach tanks or reaction vessels so that leaching and absorption take place in the same tanks. It is the most commonly used leaching process for the extraction of gold. This process has a higher capital and operating cost but generally has an improved gold recovery of between 20 and 30%. However, this process is still more expensive than our Genesis system, is environmentally unfriendly, is still slow compared to Genesis and in the first 4 to 6 months extracts much less ore than our Genesis system achieves over 12 to 48 hours.

Genesis is the key process that makes economically unviable deposits around the world viable and profitable again.

Genesis is a sustainable extraction method, that yields an improved recovery rate in a much shorter time period even where the presence of gold is as little as 0.10 parts per million. There are no emissions, and the system is environmentally friendly.

Upon the consummation of the transactions contemplated by the Share Purchase Agreement, pursuant to which Lion Works will become the Company’s majority-owned subsidiary (the Lion Works Acquisition), the Company intends to have independent geologists and engineers review the two different systems and write reports on the process. This will be another use of the funds raised though the S-1 registration and funding process.

53

The Genesis Oxide System

The Genesis system accelerates the rate of dissolution of gold to nearly an immediate rate, therefore reducing the standard time of extraction from approximately 40-120 days to a few hours Consequently, the costs of production are dramatically reduced. The system is scalable and the smaller units are modular and can easily be transported from location to location.

Beyond the economic advantages it also provides immediate technical solutions to difficulties caused by fine materials and resolves the need to agglomerate. The speed of extraction of gold is up to 400 times faster than conventional heap leaching.

Versatility

At the heart of the Genesis system is a reactor module that makes the system versatile in its relationship with installation, construction, and repositioning. The system’s conception, design, and its structural development is the innovative solution to older methods of extraction. In addition to the numerous international collaborations it has resulted in the creation and implementation of Genesis for the provision of a practical and economical solution that is effective, feasible, and reliable; characteristics which the mining industry has always required.

 
The area needed to operate a complete module is merely 2,500 square meters which includes the absorption plant, a convenient reduction in space requirements as compared to Heap leaching.

The Genesis Refractory System

The Genesis Refractory system works on complex ores. This genesis system has a very significant transformation rate from double refractory lock gold into free oxide gold. The system operates within a processing time of just a few hours, thereby reducing very significantly the time that a heap leaching system would take.

The Genesis system is the only economically feasible solution for complex low-grade deposits and the only Cost-effective process to treat double refractory gold and other minerals.

This system like the Genesis oxide system is an innovative solution that significantly improves the older methods. It is environmentally safe, has no emissions and its speed of extraction is very cost effective. The true benefits are that it can be used on tailing piles, extracting in most instances more minerals than was originally extracted with the older methods. It also cleans up these tailing piles during the extraction process leaving smaller rocks and gravel that can be used on roads and rail tracks etc. The dirtiest of all tailings are coal tailings and our equipment works very efficiently on these tailings extracting minerals and leaving useable rock residue.

54

Key Points:

·Lower capital investment needs in comparison to the standard processes available in the industry.
·System is much faster than regular heap leaching methods.
·Improved rate of extraction.
·Solution for low gold grade deposits.
·Solution for economically unviable deposits.
·Genesis has the same efficiency as a CIL plant without the costs.
·Reduced cost of production as compared with standard methods of extraction.
·Environmentally friendly process
·Modular structure system
·Easy to scale
·the smaller units are mobile, designed to be easily transported without any secondary costs
·Easy to adapt and displace in complicated terrains
·Option to substitute cyanide for a green chemical agent
·Lower cost of production per ounce
·The construction of processing plant from scratch would require under 6 months
·Capacity for complete automation
·Precise control and measurement of the recovery of the precious metals.
·Experience in managing conventional mining plants is not required for setting-up Genesis
·Eliminates all risk in setting-up production in under a non-explored gold-bearing zones
·Eliminates the need to grind the mineral ore
·Genesis is a closed system, eliminating the risk for spillages
·Considerably reduces the need for water, making it particularly viable for arid sites
·Water and chemical agents are all reutilized and recycled
·Machine has no emissions, making it very safe.

The Genesis system also solves the problem that mining companies may experience following the decision in 2022 of the U.S. Appellate Court for the 9th Circuit known as the “Rosemont decision. In that decision the Court rules that while federal mining law allows companies to mine on federal land where economically valuable minerals are present, they are not guaranteed the right to use federal land without valuable minerals as a dumping site for the mine. The Genesis system resolves any potential issues related to the mining waste/tailings, since it not only extracts minerals from the tailings, but also cleans tailings leaving the residual as usable gravel for roads and railways.

The cost effectiveness of our Genesis eco-friendly system means that many closed and unprofitable mines can be operated again, due to the significant increase in profitability with the lower cost of operation than conventional methods.

55

First Prototype of the GENESIS oxide System

 

56

First Industrial Scale GENESIS Refractory System

 

Our Growth Strategies

The Company is planning to reopen the mining properties it acquired from Troy in 2024. to to complete the Commsa Acquisition and the Lion Works Acquisition, and to purchase the equipment necessary to start operations in Honduras and West Africa and actualize commercial production from the mines. We believe that these activities will generate revenues and profit. The Company is also exploring the acquisitions of assets and majority interests in companies with proprietary software related to artificial intelligence technology and in the fintech arena. To implement this business plan, it will require the full utilization of our management, financial and other resources and raising the funds necessary for the businesses. Our ability to manage growth effectively will depend on our ability to quickly scale-up operations and to recruit, train and manage operations, management, and technical personnel and to retain the current successful management team and adding experienced personnel to the team to enable us to meet our production expansion plan.

57

Competition

The mining business is highly competitive. Many of our competitors have greater financial resources than we have. As a result, we may experience difficulty competing with other businesses when conducting development and mining activities. In addition, marketing our new technology will take time to gain traction in the mining industry. Numerous factors beyond our control may affect the marketability of gold recovered from our mining properties. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital. If we purchase assets and/or majority interests in companies in the fintech arena, it would be even more difficult to compete with other companies that have developed their business in this highly competitive area and have greater financial resources than we have.

Intellectual Property

We currently do not have any patents or trademarks registered in the name of the Company. Upon the acquisition of 51% interest in Lion Works, we will acquire 51% in the proprietary technology owned by Lion Works, called “Genesis,” however this technology has not been patented, and the Company will need to engage a patent attorney to apply for the patent registration with the United States Patent and Trademark Office. Currently, the Company uses a combination of copyright, non-registered trademark and trade secret laws, as well as confidentiality procedures and licensing arrangements, to establish and protect its intellectual property rights to technologies that the Company may acquire or develop.

Compliance with U.S. Government Regulation.

The General Mining Law of May 10, 1872, as amended (30 U.S.C. §§ 22-54 and §§ 611-615) is the major U.S. federal law governing locatable minerals. This law allows citizens of the United States the opportunity to explore for, discover, and purchase certain valuable mineral deposits on those federal lands that are open to mineral entry. The law sets general standards and guidelines for claiming the possessory right to a valuable mineral deposit discovered during exploration. The General Mining Law allows for the enactment of state laws governing location and recording of mining claims and sites that are consistent with federal law. The federal regulations implementing the General Mining Law are found at Title 43 of the Code of Federal Regulations (CFR) in Groups 3700 and 3800.

A mining claim is a selected parcel of U.S. federal land, valuable for a specific mineral deposit or deposits, for which the claimant has asserted a right of possession under the General Mining Law. All rights to the Star Alliance International Corp. Claims are restricted to the exploration and extraction of a mineral deposit. The rights granted by a mining claim protect against a challenge by the United States and other claimants only after the discovery of a valuable mineral deposit. The two types of mining claims are lode and placer. The Star Alliance International Corp. Claims are lode claims. Lode claims cover classic veins or lodes having well-defined boundaries and also include other rock in-place bearing valuable mineral deposits. Lode claims are usually located as parallelograms with the side lines parallel to the vein or lode. The end lines of the lode claim must be parallel to qualify for underground extralateral rights. Extralateral rights involve the rights to minerals in vein or lode form that extend at depth outside the vertical boundaries of the claim. The Star Alliance International Corp. Claims are a mixture of patented and unpatented mining claims. A patented mining claim is one for which the federal government has conveyed title, making it private land. Since October 1, 1994, the BLM has been prohibited by acts of Congress from accepting any new mineral patent applications.

Generally, all claimants must pay an annual maintenance fee per claim or site to the BLM, or file for a waiver from payment of fees by September 1 of each year. Failure to file for a waiver or pay the fee by September 1 results in the claim or site becoming forfeited by operation of law. Assessment work is work or labor performed that develops the claim for production (43 CFR Part 3836). Geological, geophysical, and geochemical surveys may qualify as assessment work for a limited period. Use of these surveys requires the filing of a detailed report, including basic findings.

58

State laws also require the annual filing of an affidavit of assessment work with the proper county if the work is performed. The filing of an affidavit of annual assessment work with both the local county office and the proper BLM State Office is required if the claimant elects to file a waiver from payment of the maintenance fees. The affidavit or proof of labor must be filed no later than December 30 following the filing of a waiver in the proper BLM State Office and in the county or borough recorder’s office.

The performance of assessment work must be within a certain period referred to as the assessment year. The assessment year begins at noon of each September 1. It ends at noon September 1 of the next year (43 CFR Part 3836). Performance of assessment work need not occur during the first assessment year of location.

Exploration and mining activities on BLM-administered land are controlled by the regulations of the Secretary of the Interior contained in 43 CFR, Subparts 3715 and 3809. We are required by these regulations to prevent unnecessary or undue degradation of the land. For activities other than casual use, we will be required to submit either a notice or a plan of operations. A plan of operations, which includes a reclamation plan, is required where activities involve the surface disturbance of more than 5 acres. Notices also require the submission of a reclamation plan and are submitted for exploration activities covering 5 acres or less. There is no requirement for notifying the BLM of casual use activities. Casual use activities are those that cause only negligible disturbance of public lands and resources. For example, activities that do not involve the use of earthmoving equipment or explosives may be considered casual use.

We will be required to reclaim any surface disturbing activity, even if the claim or site is declared abandoned and void or forfeited by the BLM. Reclamation will be required if we relinquish the claim or site to the Federal Government. The BLM requires a reclamation bond or other financial security prior to approving a plan of operations or allowing operations under a notice to proceed. Surface Management actions are processed at the local level.

We intend to submit a plan of operations for our planned activities on the Star Alliance International Corp. Claims to the BLM district office. The plan of operations must include appropriate environmental protection and reclamation measures and describe either the entire operation proposed or reasonably foreseeable operations and how they would be conducted, including the nature and location of proposed structures and facilities.

The public has the conditional right to cross mining claims or sites for recreational and other purposes and to access federal lands beyond the claim boundaries. Although claimants have a right of access to a mining claim or site across federal lands, they are not allowed to cause unnecessary or undue degradation of the surface resources. Claimants may be liable for damages if found responsible for unnecessary loss of or injury to property of the United States. We may not construct permanent structures, mobile structures, or store equipment without the prior approval of an authorized federal official.

Employees

The Company currently has three employees, Richard Carey, Anthony Anish and Weverson Correia who are our three executive officers.

59

Item 1A. RISK FACTORSRisk 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 1B1B. Unresolved Staff Comments

 

Not applicableapplicable.

 

Item 2. Properties

 

We currently do not own or rent any property. Our Chairman and President, Mr. Carey is using his personal office space at no cost to the Company.

 

Item 3. Legal Proceedings

 

Management is not aware of anyThere are no material pending legal proceedings contemplated byto which we are a party or in which any governmental authority or any other party involving us or our properties. As of the date of this year-end report, no director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is (i) a party adverse to us in any legal proceeding, or (ii) has ana material interest adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.us.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

 

 360 

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Securities

 

Market Information

 

ThereOur Common Stock is a limited public market for our common shares. Our common shares arecurrently quoted on the OTC Bulletin Board at this time. Trading in stocks quoted onPink marketplace of OTC Markets Group, Inc., an inter-dealer quotation system, under the OTC Bulletin Boardsymbol “STAL” However, there is often thin and is characterized by wide fluctuations incurrently only a limited trading prices due to many factors that may be unrelated to a company’ s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.Common Stock and there is no assurance that a regular trading market will ever develop.

 

OTC Bulletin Board securities are not listed or traded onOn October 12, 2023, the floorlast reported closing price of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.our Common Stock was $0.0013 per share.

 

As of June 30, 2019, no shares of our common stock had been traded but as of June 30, 2020 the shares are now traded.

Number of Holders

 

As of June 30, 2020,October 13, 2023, the 107,313,334 issued and outstanding sharesCompany had 111 stockholders of common stock were held by a total of 61 shareholders of record.

 

Dividends

 

No cash dividends have been paid on our shares of common stock during the fiscal years ended June 30, 20202022 and 2019.2021. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

DuringExcept as set forth below, there were no sales of equity securities during the year ended June 30, 2020,period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

On August 15, 2022, the Company sold 6,053,331issued 5,000,000 shares of common stock to Fernando Godina, for total cash proceedsservices as a director.

On August 15, 2022, the Company issued 5,000,000 shares of $188,845. As of June 30, 2020, the shares have not yet been issued by the transfer agent and therefore have been credited to common stock to be issued.Bryan Cappelli for his services as a director.

 

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Weverson Correia for this services as CEO.

On December 5, 2022, we issued 100,000 shares of common stock to a consultant for accounting services.

On December 26, 2022, we issued 1,000,000 shares of common stock to attorneys for legal services.

61

On March 7, 2023, we issued 190,114 shares of common stock to investment bankers as retaining fees.

On April 11, 2023, we issued 250,000 shares of common stock to a consultant for marketing advice.

On June 2, 2023, we issued 1,358,341 shares of common stock to an investment banker for services

On June 13, 2023 and June 15, 2023, the Company issued 3,333,333 and 5,160,606, respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

On November 30, 2022, the Company issued 2,518,892 shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $100,000 convertible promissory note.

On December 6, 2022, the Company issued 1,928,979 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $139,851 convertible promissory note.

On December 21, 2022, the Company issued 1,538,461 Shares of common stock to Fast Capital, LLC upon conversion of the $40,000 convertible promissory note.

On January 5, 2023, the Company issued 1,539,385 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $30,018 convertible promissory note.

On January 11, 2023, the Company issued 2,012,821 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $31,400 convertible promissory note.

On January 17, 2023, the Company issued 1,472,372 Shares of common stock were converted to Geneva Roth Holdings, Inc. as a conversion of the $22,969 convertible promissory note.

On January 19, 2023, the Company issued 3,424,657 Shares of common stock to Fast Capital, LLC as a conversion of the $50,000 convertible promissory note.

On March 3, 2023, the Company issued 1,777,778 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $20,800 convertible promissory note.

On March 9, 2023, the Company issued 2,355,556 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $27,560 convertible promissory note.

On March 21, 2023, the Company issued 4,087,500 shares of common stock to Fast Capital, LLC as a conversion of the $32,500 convertible promissory note.

On March 16, 2023, we issued 1,000,000 shares of common stock as commitment shares to Keystone, pursuant to the Purchase Agreement.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and are exempt from the registration requirements of ourthe Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

62

Purchases of Equity Securities by Officersthe Issuer and DirectorsAffiliated Purchasers

 

None.

 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data.Data

 

Not applicable.

   

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations

 

You should read the

The following discussion and analysis of ourthe financial condition and results of operations togethershould be read in conjunction with ourthe financial statements and the related notes to those statements and other financial information included elsewhere in this Form 10-K.Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-K,Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.

The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report as well as other matters over which we have no control. See “Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this.  

4

 

Our cash balance was $20,058$4,391 as of June 30, 2020.2023. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds raised from the sale of shares and borrowed from our Chairman. The Chairman has no commitment, arrangement or legal obligation to advance or loan funds to the company. The borrowing is non-interest-bearing, unsecured, and due on demand.

 

Our independent registered public accountants have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. The accompanying financial statements have been prepared assuming that the Company continues 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 financial statements, the Company has accumulated deficit of $ 2,669,774$25,547,794 and negative working capital of $178,985$(1,609,917) as of June 30, 2020,2023, and a net loss of $1,894,320 and no$10,489,394 most of which is a non cash flowsexpense. The Company used $461,573 of cash in operating activities for the year ended June 30, 2020.2023. Due to these conditions, it raises substantial doubt about itsthe Company’s ability to continue as a going concern.

 

63

We are a smaller reporting company under Rule 12b-2 of the Exchange Act. To the extent that we remain a smaller reporting company at such time as are no longer an “emergingemerging growth company” as defined in the JOBS Act, andcompany, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:such as that we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; we can use reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; we can use exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Results of Operations for the years ended June 30, 20202022 and 20192021

 

Operating expenses

General and administrative expenses were $75,110$978,792 for the year ended June 30, 2020,2022, compared to $27,617$94,508 for the year ended June 30, 2019,2021, an increase of $47,493.$1,815,073. The increase is due to an increase in filing fees and consulting expenses.

 

Professional fees were $144,980$142,863 for the year ended June 30, 2020,2023, compared to $63,534$144,763 for the year ended June 30, 2019, an increase2022, a decrease of $81,446.$1,900. Professional fees consist mainly of legal, accounting and audit expense. The increasedecrease is due to an increase inlower legal and auditaccounting fees.

 

There was a loss on conversion of common stock for Directors compensation of $3,211,400 and officer compensation of $3,100,500 for the year ended June 30, 2023 compared to $2,111,500 and $952,500 for the year ended June 30, 2022.

Other income (expense)

For the year ended June 30, 2020,2023, we had interest expense of $4,590$308,823 and a net loss on conversion of debt of $6,000,$166,799 compared to interest expense of $2,732$297,417 and loss on conversion of debt of $102,403 for the year ended June 30, 2019.2022. In addition, there was a loss on conversionissuance of accrued salariesconvertible debt of $148,000 for the year ended June 30, 2020 and $448,000 for the year ended June 30, 2019.$0 in 2023 compared to $575,396 in 2022. Interest expense has increased as a result of the twointerest on notes payable that were added to the Company’s liabilities.liabilities and the amortization of debt discount associated with our convertible notes.

 

Net Loss

Net loss for the year ended June 30, 20202023 was $1,894,320$10,489,394 compared to $141,882$11,885,609 for the year ended June 30, 2019.2022.

   

Plan of Operations

 

We expect that working capital requirements will continue to be funded through borrowing from related parties.parties and others. Subsequent to the year end June 30, 2022, the Company acquired the mining claims and equipment assets of Troy Mining Corporation. We continuealso acquired or entered into agreements to search foracquire other new business opportunities inbusinesses during the mining arena.year ended June 30, 2023.

5

 

Off Balance Sheet Arrangements

 

We have no 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.

 

64

Material Commitments

 

As of the date of this Annual Report, we do not have any material commitments.

 

Purchase of Significant Equipment

 

We do not intend to purchase any significant equipment during the next twelve months.months subject to financing.

 

Liquidity and Capital Resources

 

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 financial statements, the Company has an accumulated deficit of $2,669,774$25,547,794 and negative working capital of $178,985$(1,609,917) as of June 30, 2020. For2023, and a net loss of $10,489,394 most of which is non cash expense. The Company used $461,573 of cash in operating activities for the year ended June 30, 2020 the Company had a net loss of $1,894,320 with $135,591 of cash used in operating activities.2023. 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 $135,591$491,573 for the year ended June 30, 20202023 as compared to the net cash used in operating activities of $44,910$739,630 for the year ended June 30, 2019.2022. The increasereduction in net cash used in operating activities from 20192023 to 20202022 is because expenses increasesstock issued for services decreased during the year ended June 30, 2020.2023.

 

Net cash provided by financing activities was $155,178$394,240 and $45,081$1,004,565 for the years ended June 30, 20202023 and 2019,2022, respectively.

 

Over the next twelve months, we expect our principle source of liquidity may be dependent on borrowings from related and other parties.

 

Going Concern Consideration

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. The Company’s cash position may not be sufficient to support its daily operations.

 

Limited operating history and need for additional capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any significant revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

 

 

 

 665 

 

 

Item 8. Financial Statements and Supplementary Data

  

Report of Independent Registered Public Accounting Firms F-1 
    
Balance Sheets as of June 30, 20202023 and 20192022 F-2 
    
Statements of Operations for the Years Ended June 30, 20202023 and 20192022 F-3 
    
Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 20202023 and 20192022 F-4 
    
Statements of Cash Flows for the Years Ended June 30, 20202023 and 20192022 F-5 
    
Notes to the Financial Statements F-6 

 

 

 

 

 

 

 766 

 

 

 

  

AJ Robbins CPA,Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street, Ste 1100

Denver, Colorado 80246

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Star Alliance International Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Star Alliance International CorpCorp. (the Company) as of June 30, 20202023 and 2019June 30, 2022, respectively, and the related statementsstatement of operations, stockholders’ equity (deficit)deficit and cash flows for each of the yearsperiod then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 20202023 and 2019,June 30, 2022, and the results of its operations and its cash flows for each of the yearsperiod then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our auditsaudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

.

Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has an accumulated deficitincurred losses since inception of $2,669,774 and negative working capital of $178,985 as of June 30, 2020.$25,547,794. For the year ended June 30, 20202023, the Company had a net loss of $1,894,320. $10,489,394. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

blaze@griesandassociates.com

501 S. Cherry Street, Suite 1100, Denver, Colorado 80246

(O)720-464-2875 (M)773-255-5631 (F)720-222-5846

F-1

  

Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street, Ste 1100

Denver, Colorado 80246

Emphasis of Matters-Significant Related Party TransactionsMatters-Risks and Uncertainties

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

Emphasis of Matters-Risks and Uncertainties

 

The Company has had significant transactions and relationships with related parties, including the Company’s Co-Chairman, which are described in the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm'sarm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/AJ Robbins CPA LLC

We have served as the Company’s auditor since 2019.

Denver, Colorado

March 17, 2021

 

 

aj@ajrobbins.com

/s/ Gries & Associates, LLC

We have served as the Company’s auditor since 2021.

Denver, Colorado

October 12, 2023

PCAOB# 6778

400 South Colorado Blvd,

blaze@griesandassociates.com

501 S. Cherry Street, Suite 870,1100, Denver, Colorado 80246

(B)303-537-5898(O)720-464-2875 (M)720-339-5566773-255-5631 (F)303-586-6261720-222-5846

 

 F-1F-2 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

 

         
  

June 30,

2023

  

June 30,

2022

 
ASSETS        
Current assets:        
Cash $4,391  $71,724 
Prepaids and other assets  482,500   547,350 
Prepaid stock for services     1,813,854 
Total current assets  486,891   2,432,928 
         
Property and equipment  450,000   450,000 
Mining claims  57,532   57,532 
Total other assets  507,532   507,532 
         
Total Assets $994,423  $2,940,460 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
Current liabilities:        
Accounts payable $110,565  $52,760 
Accrued expenses  75,681   25,961 
Accrued expenses–related party  13,154    
Loan payable – related party  42,500    
Accrued compensation  346,060   212,428 
Notes payable  202,051   193,866 
Convertible notes payable, net of discount of $105,354 and $191,248, respectively  396,652   323,752 
Derivative liability  1,010,145   689,231 
Total current liabilities  2,196,808   1,497,998 
         
Total Liabilities  2,196,808   1,497,998 
         
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, 163,950 and 207,500 shares issued and outstanding, respectively  165   208 
Common stock, $0.001 par value, 500,000,000 shares authorized, 227,097,537 and 162,788,028 shares issued and outstanding, respectively  227,098   162,788 
Additional paid-in capital  24,171,513   16,384,983 
Stock subscription receivable  (56,250)  (50,000)
Accumulated deficit  (25,547,794)  (15,058,400)
Total stockholders’ (deficit) equity  (1,202,385)  1,442,462 
         
Total liabilities and stockholders’ deficit $994,423  $2,940,460 

  June 30, 
  2020  2019 
ASSETS      
Current assets:        
Cash $20,058  $471 
Total current assets  20,058   471 
         
Property and equipment  450,000    
Mining claims  57,532    
Total other assets  507,532    
         
Total Assets  527,590   471 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable $40,630  $32,692 
Accrued expenses  8,658   2,863 
Accrued compensation  144,360    
Notes payable  435,700   20,000 
Note payable – former related party  32,000   32,000 
Related party advance  2,576   3,980 
Due to former related party  42,651   42,651 
Total current liabilities  706,575   134,186 
         
Total liabilities  706,575   134,186 
         
COMMITMENTS AND CONTINGENCIES (see footnotes)        
         
Stockholders’ deficit:        
Preferred stock, $0.001 par value, 25,000,000 authorized, and $1,883,000 Series B issued and outstanding      
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 and 0, issued and outstanding, respectively  1,883    
Common stock, $0.001 par value, 175,000,000 shares authorized, 107,313,334 and 83,450,000 shares issued and outstanding as of June 30, 2020 and 2019, respectively  107,314   83,450 
Additional paid-in capital  2,382,859   551,289 
Common stock to be issued  8,633   7,000 
Stock subscription receivable  (9,900)   
Accumulated deficit  (2,669,774)  (775,454)
Total stockholders’ deficit  (178,985)  (133,715)
         
Total liabilities and stockholders’ deficit $527,590  $471 

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

  

 

 F-2F-3 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

 

  For the Years Ended June 30, 
  2020  2019 
Operating expenses:        
General and administrative $75,110  $27,617 
Professional fees  144,980   63,534 
Consulting  903,540    
Director compensation  474,100    
Officer compensation  168,000    
         
Total operating expenses  1,765,730   91,151 
         
Loss from operations  (1,765,730)  (91,151)
         
Other expense        
Interest expense  (4,590)  (2,731)
Loss on conversion of accrued salary  (124,000)  (48,000)
Total other expense  (128,590)  (50,731)
         
Loss before provision for income taxes  (1,894,320)  (141,882)
         
Provision for income taxes      
         
Net loss $(1,894,320) $(141,882)
         
Net loss per common share - basic and diluted $(0.02) $(0.00)
Weighted average common shares outstanding – basic and diluted  95,935,432   37,817,123 

       
  For the Years Ended June 30, 
  2023  2022 
Operating expenses:        
General and administrative $978,792  $1,897,581 
General and administrative – related party     12,000 
Mine development     791,500 
Professional fees  142,863   144,763 
Consulting  1,168,729   4,843,835 
Director compensation  3,211,400   2,111,500 
Officer compensation  3,100,500   952,500 
         
Total operating expenses  8,602,284   10,753,679 
         
Loss from operations  (8,602,284)  (10,753,679)
         
Other expense:        
Interest expense  (308,823)  (297,417)
Change in fair value of derivative  (353,369)  (136,714)
Loss on conversion of debt  (166,799)  (102,403)
Loss on issuance of convertible debt     (575,396)
Other expense  (25,000)  (20,000)
Loss on conversion of preferred stock  (1,033,119)   
Total other expense  (1,887,110)  (1,131,930)
         
Loss before provision for income taxes  (10,489,394)  (11,885,609)
         
Provision for income taxes      
         
Net loss $(10,489,394) $(11,885,609)
         
Net loss per common share - basic and diluted $(0.05) $(0.08)
Weighted average common shares outstanding – basic and diluted  193,155,882   145,317,205 

 

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

 

 

 

F-3

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

 Preferred Stock Common Stock Additional
Paid-in
 

Common Stock

To Be

 Stock Subscription Accumulated   
 Shares Amount Shares Amount Capital Issued Receivable Deficit Total 
Balance, June 30, 2018  $  35,450,000 $35,450 $503,289 $ $ $(633,572)$(94,833)
Common stock issued to convert related party advances     48,000,000  48,000  48,000        96,000 
Common stock sold           7,000       7,000 
Net loss               (141,882) (141,882)
Balance, June 30, 2019     83,450,000  83,450  551,289  7,000    (775,454) (133,715)
Preferred stock issued for acquisition 1,833,000  1,883      5,649        7,532 
Stock issued for services     4,560,000  4,560  489,280         493,840 
Stock issued for services – related party     9,500,000  9,500  922,500        932,000 
Stock issued for debt     2,750,000  2,750  58,296        61,046 
Stock issued for accrued salary     1,000,000  1,000  167,000        168,000 
Stock sold for cash     6,053,331  6,054  188,845  1,633  (9,900)   186,632 
Net loss               (1,894,320) (1,894,320)
Balance, June 30, 2020 1,833,000 $1,883  107,313,331 $107,314 $2,382,859 $8,633 $(9,900)$(2,669,774)$(178,985)

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

 

 

 F-4 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

                                                
  Preferred Stock Series A Preferred Stock Series B Preferred Stock Series C Common Stock  Additional
Paid-in
  

Common Stock

To Be

  Stock Subscription  Accumulated    
  Shares Amount Shares  Amount Shares  Amount Shares  Amount  Capital  Issued  Receivable  Deficit  Total 
Balance, June 30, 2021 1,000,000 $1,000  1,833,000  $1,883    $  124,319,584  $124,320  $2,793,609  $41,633  $(20,000) $(3,172,791) $(230,346)
Stock sold for cash               21,955,000   21,955   604,045   (32,000)  (30,000)     564,000 
Preferred Stock sold for cash          207,500   208        207,292            207,500 
Stock issued for services               9,866,444   9,866   9,042,634   (3,000)        9,049,500 
Stock issued for services – related party               4,500,000   4,500   2,757,000            2,761,500 
Stock issued for debt               1,947,000   1,947   680,603   (6,633)        675,917 
Stock issued for acquisition               200,000   200   299,800            300,000 
Net loss                              (11,885,609)  (11,885,609)
Balance, June 30, 2022 1,000,000  1,000  1,833,000   1,883  207,500   208  162,788,028   162,788   16,384,983      (50,000)  (15,058,400)  1,442,462 
Stock sold for cash               50,000   50   6,200      (6,250)      
Preferred stock sold for cash          268,200   268          230,931            231,199 
Stock issued for services               5,109,169   5,109   138,932            144,041 
Stock issued for services – related party               21,000,000   21,000   5,924,000            5,945,000 
Stock issued for debt               16,050,618   16,050   448,180            464,230 
Preferred stock converted to common stock          (311,750)  (311) 22,099,722   22,101   1,035,298            1,057,088 
Warrants issued                     24,092            24,092 
Preferred dividends                     (21,103)           (21,103)
Net loss                              (10,489,394)  (10,489,394)
Balance, June 30, 2023 1,000,000 $1,000  1,833,000  $1,883  163,950  $165  227,097,537  $227,098  $24,171,513  $  $(56,250) $(25,547,794) $(1,202,385)

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

F-5

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

 

        
 For the Years Ended June 30,  For the Years Ended
June 30,
 
 2020  2019  2023 2022 
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss $(1,894,320) $(141,882) $(10,489,394) $(11,885,609)
        
Adjustments to reconcile net loss to net cash used in operating activities:                
Common stock issued for services  493,840      144,041   7,235,646 
Common stock issued for services – related party  932,000    
Common stock issued for services - related party  5,945,000   2,761,500 
Prepaid stock issued for services  1,813,854    
Loss on conversion of debt  6,000      166,799   102,403 
Loss on conversion of related party advance     48,000 
Loss on conversion of accrued salary  118,000    
Loss on conversion of preferred stock  1,033,119    
Loss on issuance of convertible debt     575,396 
Other expense  25,000   20,000 
Change in fair value of derivative  353,369   136,714 
Debt discount amortization  242,200   272,616 
Changes in assets and liabilities:                
Prepaids and other assets  64,850   (47,350)
Accounts payable  7,938   43,192   57,805   34,382 
Accrued expenses  6,591   5,781   34,998   20,247 
Accrued expenses – related party  13,154    
Accrued compensation  194,360      133,632   34,425 
Net cash used in operating activities  (135,591)  (44,909)  (461,573)  (739,630)
                
CASH FLOWS FROM INVESTING ACTIVITIES:        
Prepaids and other assets     (200,000)
Net cash used in investing activities     (200,000)
        
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds of borrowings from a related party  38,700   72,085   42,500    
Repayment to related party  (39,854)  (34,005)
Proceeds from the sale of common stock  186,632   7,000      544,000 
Proceeds from the sale of preferred stock  231,200   207,500 
Proceeds from convertible note payable  127,355   501,250 
Repayment of convertible note payable  (15,000)   
Proceeds from notes payable  89,400      42,000   138,971 
Payment on notes payable  (119,700)     (33,815)  (387,156)
Net cash provided by financing activities  155,178   45,080   394,240   1,004,565 
                
Net increase in cash  19,587   171 
Net change in cash  (67,333)  64,935 
Cash at the beginning of year  471   300   71,724   6,789 
Cash at the end of year $20,058  $471  $4,391  $71,724 
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Interest paid $  $  $  $ 
Income taxes paid $  $  $  $ 
                
NON-CASH TRANSACTIONS:                
Related party advance converted to common shares $  $48,000 
Operating expenses paid directly by a related party $  $13,600 
Note issued to settle unpaid legal fees $  $20,000 
Conversion of debt $104,250  $  $154,300  $97,154 
Common stock issued for investment $  $300,000 
Common stock issued for prepaid services $  $1,813,854 

 

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

 

 

 F-5F-6 

 

STAR ALLIANCE INTERNATIONAL CORP.

Star Alliance International Corp.

Notes to Financial StatementsNOTES TO FINANCIAL STATEMENTS

JuneJUNE 30, 20202023

 

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 Statestate of Nevada, for theNevada. The primary purpose of acquiringthe Company is to acquire and developingdevelop gold mining as well as certain other mining properties worldwide.worldwide, finding patented new mining technologies and proprietary technology outside the mining industry.

 

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).

 

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.

 

Cash equivalents

The Company considers all highly liquid investments with a maturityFair Value of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended June 30, 2020 or 2019.

Long Lived Assets

Property consists of mining equipment not yet used. Our company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, we record an impairment charge. Our company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Stock-based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for stock-based compensation in accordance with the provision of ASC 505-50, Equity Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.

Fair value of financial instrumentsFinancial 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 (3) 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 (3) 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 approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

 

 

F-6

Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The Company’s financial instruments are consisted principally of accrued expenses and short term debt. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.

Net income (loss) per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. The diluted loss per share is the same as the basic loss per share for the years ended July 31, 2020 and 2019, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11 (collectively, Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (CECL). Under Topic 326, an entity is required to estimate CECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. Topic 326 also requires the impairment calculation on an individual security level and requires an entity use present value of cash flows when estimating the CECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. In April 2019, the FASB further clarified the scope of Topic 326 and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The amendments in this Update for the Company are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted in any interim period after the issuance of this of this Update. The Company is evaluating the impact of the adoption of the new standard on its financial statement and disclosures.

In August 2018, the FASB issued ASU 2018-13 to improve the effectiveness of disclosures about fair value measurements required under ASC 820. The ASU modifies the disclosure objective paragraphs of ASC 820 to eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open ended” disclosure requirements to promote the appropriate exercise of discretion by entities. The disclosure objective added in ASC 820-10-50-1C states: The objective of the disclosure requirements in this Subtopic is to provide users of financial statements with information about assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to financial statements: a) the valuation techniques and inputs that a reporting entity uses to arrive at its measures of fair value, including judgments and assumptions that the entity makes, b) the uncertainty in the fair value measurements as of the reporting date, and c) how changes in fair value measurements affect an entity’s performance and cash flows. The new ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 F-7 

 

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Schedule of liabilities measured at fair value on a recurring basis         
At June 30, 2023         
Description Level 1  Level 2  Level 3 
Derivative $  $  $1,010,145 
Total $  $  $1,010,145 

At June 30, 2022         
Description Level 1  Level 2  Level 3 
Derivative $  $  $689,231 
Total $  $  $689,231 

NOTE 3 – 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 financial statements, the Company has an accumulated deficit of $2,669,774 and negative working capital of $178,985$25,547,794 as of June 30, 2020.2023. For the year ended June 30, 20202023, the Company had a net loss of $1,894,320 (includes $1,425,840$10,489,394, which did include $9,722,349 of non-cash expense incurred for the issuance of common stock compensation expense and a $118,000for services, loss on conversion of accrued salary),preferred stock and derivatives associated with $135,591convertible debt. We used $461,573 of cash used 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.

  

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

NOTE 4 – ACQUISITION

On August 13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under the APA, the company acquired 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims. In exchange for the mining claims and related assets, the company agreed to issue 1,833,000 shares of a new class of preferred stock designated Series B Preferred Stock; and agreed to make total cash payments in the amount of $500,000 under a Promissory Note (the “Purchase Note”). 

Under the Purchase Note, we paid $50,000 at the time of the closing, and are required to pay an additional $50,000 within sixty days of the closing, and $25,000 every other month thereafter, with the entire remaining amount due no later than March 31, 2020. In the event of default under the Purchase Note, all assets acquired under the APA will be forfeited back to Troy. We are current on all the terms of the agreement.AGREEMENTS TO ACQUIRE

 

On October 9, 2019, a contract extension was agreed between Star Alliance International Corp. and Troy Mining Corporation. The agreement givesDecember 15, 2021, the Company 150 daysentered into that certain share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The 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 file an S-1 registration statementfive operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and obtain approval for the issuance of 5,000,000shares that areof the Company’s common stock to be issued to the Troy shareholders to become free trading. The S1 registration was filed on August 14, 2020.

As of June 30, 2020,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 Share Purchase Agreement; 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 Commsa Acquisition. No assets other than the cash paid $115,000and value of shares issued have been included on the note. The balance as of June 30, 2020, is $385,000.

NOTE 5 – RELATED PARTY TRANSACTIONS

In June 2018, Richard Carey, the Company’s Chairman, advanced the Company $300 to open a bank account. During the year ended June 30, 2019, Mr. Carey advanced the Company an additional $72,085, of which $34,005 was repaid. On June 12, 2019, Mr. Carey converted $48,000 of the amount due to him into 48,000,000 shares of common stock. The stock was fair valued at $0.002 per share by an independent valuation firm resulting in a loss on conversion of $48,000.

As of June 30, 2020, and June 30, 2019, the balance due to Mr. Carey is $0 and $3,980, respectively. The advances are unsecured, non-interest bearing and due on demand.Balance Sheet

 

 

 

 F-8 

 

 

On August 14, 2023, the Company and Juan Lemus executed a first addendum to the Share Exchange 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. As of June 30, 2020,the date of this Annual Report, the Company owes Anthony Anish,issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment. On September 28, 2023, the parties executed a board member, $1,976second addendum that extended the time of the Company’s payments from September 30, 2023 to December 31, 2023.

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share 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 Share 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 Share Purchase Agreement, the Company’s consideration for expense reimbursement.the acquisition of 51% of Lion Works consists 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.
·The Company will invest 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.
·The Company will engage 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 Share 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 Share Purchase Agreement.

On July 21, 2023, Juan Lemus and the Company executed a first addendum to the Share Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023, and the parties agreed that upon such payment and the first minimum payment in the amount of $2,550,000 toward the total purchase price on or prior to September 30, 2023 by the Company, the parties will close the transactions contemplated by the Share Purchase Agreement, and Lion Works will become a majority-owned subsidiary of the Company. 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.

NOTE 5 – 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.

F-9

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.

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

Schedule of property, plant and equipment        
  June 30,
2023
  June 30,
2022
 
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 6 – RELATED PARTY TRANSACTIONS

 

On August 1, 2019, the Company entered into and executed initial employment agreements forwith Richard Carey, John Baird and Anthony Anish were signed providingAnish. 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.

The executive employment agreement with Mr. Carey stated that his annual salariesbase salary is $120,000 per annum; the executive employment agreements with each of $120,000 per annum for Richard Carey and $60,000 for John Baird and Anthony Anish. AsAnish provided that each executive officer will receive annual base salary of June 30, 2020,$60,000 per annum. Mr. Baird resigned from his position on August 12, 2020.

On January 1, 2021, the Company has accrued compensation due toamended the employment agreements with Mr. Carey of $46,360, Mr. Baird of $55,000 and Mr. Anish, which increased the base annual salaries for Richard Carey from $120,000 per annum to $180,000 per annum, and for Anthony Anish from $60,000 per annum to $120,000 per annum. All other terms of $43,000.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.

F-10

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.

As of the date of this Annual Report, Mr. Anish received an aggregate of 5,000,000 shares of Common Stock granted to him as equity compensation under his New Employment Agreement.

 

Mr. Carey is using his personal office space at no cost to the Company.

 

During the year ended June 30, 2020,On January 10, 2022, the Company granted 4,000,000issued 1,000,000 shares of common stock to an officer and two directorsThemis Glatman, director, for services rendered.services. The shares were valued at $0.002$1.40 per share, the closing stock price on the date of grant, for total non-cash expense of $8,000.$1,400,000.

 

DuringOn January 24, 2022, the year endedBoard of Directors appointed Mr. Weverson Correia as the Chief Executive Officer and Director of the Company. Mr. Correia was issued 500,000 shares of common stock on December 16, 2021. The shares were valued at $1.55 per share, the closing stock price on the date of grant, for total non-cash expense of $772,500.

On June 30, 2020,3, 2022, the Company granted issued 2,500,000 shares of common stock to directorsAnthony Anish, CFO and director, for services rendered.services. The shares were valued at $0.168$0.22 per share, the closing stock price on the date of grant, for total non-cash expense of $420,000.$550,000.

 

DuringOn August 15, 2022, the year ended June 30, 2020, the CEO converted $50,000 of accrued compensation into 1,000,000Company issued 5,000,000 shares of common stock.stock Fernando Godina, Director, for services. The shares were valued at $0.168. The Company recognized a $118,000 loss$0.289 per share, the closing stock price on the conversion.date of grant, for total non-cash expense of $1,445,000.

 

During the year ended June 30, 2020,On August 15, 2022, the Company granted 2,000,000issued 5,000,000 shares of common stock Bryan Cappelli, Director, for services. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Weverson Correia, CEO and Director, for his services as the brother of the CEO for services rendered.CEO. The shares were valued at $0.168$0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $336,000.$1,445,000.

 

During the year ended June 30, 2020,On August 15, 2022, the Company granted 1,000,000issued 5,000,000 shares of common stock to the brother of the formerAnthony Anish, CFO and director, for services rendered.as CFO. The shares were valued at $0.168$0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $168,000.$1,445,000.

 

NOTE 6 – NOTE PAYABLEOn 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.

On December 5, 2022, the Company issued 1,000,000 shares of common stock Themis Caldwell, Director, for services. The shares were valued at $0.165 per share, the closing stock price on the date of grant, for total non-cash expense of $165,000.

 

As of June 30, 20202023, the Company owed Ms. Caldwell $2,500, for a short-term advance used to pay for Company expenses.

F-11

NOTE 7 – NOTES PAYABLE

As of June 30, 2023 and 2019,2022, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651$42,651 and $42,651,$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$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%5% per annum and matures on December 1, 2018.2018. As of June 30, 20202023 and 2019,2022, there is $3,336$8,162 and $1,732,$6,562, respectively, of accrued interest due on the note. The note is past due and in default.

 

On October 15, 2018, the Company executed a promissory note for $20,000, for amounts previously accrued and payable to the Company’s former attorney. The note bears interest at 8% and is due on October 15, 2019. As of and June 30, 2020 and 2019, there is $15,300 and $2,570 and $20,000 and $1,131, respectively, of principal and accrued interest due on the note.

On June 11, 2019, the company executed a promissory note with Troy for $500,000 (Note 4). The Company paid the initial $50,000 due on the note on August 13, 2019 and $35,000 as of December 31, 2019. As of June 30, 2020 there is $385,0002023 and 2022, the Company owes various other individuals and entities $127,400 and $119,215, respectively. All the loans are non-interest bearing and due on this note.demand.

 

In order to pay the initial $50,000 required under the APA and the Purchase Note,NOTE 8 - CONVERTIBLE NOTES

On March 28, 2022, the Company obtained fundingreceived short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $50,000 issued to a private investor.$400,000 (the “Note”). The Convertible Promissory Note accruesbears interest at an annuala fixed rate of 10% per annum with all principal and interest due at maturity on July 31, 2022. The Note is duesecured by a security interest and payablelien on all equipment located at our Troy mine in full in 60 days. On October 7, 2019, a new $250,000 Convertible Promissory Note with initial fundingMariposa County, California. At the option of $50,000 was issuedthe investor, and at any time prior to the same investor. The Convertible Promissorymaturity date, the principal and interest owing under the Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. The Convertible Promissory Note is convertible tomay be converted into shares of our common stock at a conversion price equal to 50% of $0.05 per share. The investor hasthe 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”). During Q4, Rock Bay converted $39,300 of the $50,000 and $50,000 from Q1$75,000 into 2,260,0007,000,000 shares of common stock.

On June 8, 2022, the Company executed a 10% convertible promissory note with Fast Capital LLC (“Fast Capital”). The note is convertible at 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 up to the date on which lender elects to convert all or part of the Note.

On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”). 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”). 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.

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 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.

F-12

The following table summarizes the convertible notes outstanding as of June 30, 2023: 

Schedule of convertible notes                        
Note Holder Date Maturity Date Interest  Balance
June 30,
2022
  Additions  Payments / Conversions/Assignment  Balance
June 30, 2023
 
Private investor 3/28/2022 7/31/2022  14%  $400,000  $  $(90,000) $310,000 
Fast Capital LLC 6/8/2022 6/8/2023  10%   115,000      (115,000)   
Quick Capital LLC 2/7/2023 11/8/2023  12%      60,556      60,556 
AES Capital Management, LLC 2/8/2023 2/7/2024  10%      38,000      38,000 
Rock Bay Partners      10%      75,000   (39,300)   35,700 
1800 Diagonal Lending, LLC 6/8/2023 3/8/2024  9%      57,750      57,750 
Total         $515,000  $231,306  $(244,300) $502,006 
Less debt discount         $(191,248)         $(105,354)
Convertible notes payable, net         $323,752          $396,652 

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

Schedule of derivative liabilities    
Balance at June 30, 2021 $ 
Increase to derivative due to new issuances  552,517 
Derivative loss due to mark to market adjustment  136,714 
Balance at June 30, 2022  689,231 
Increase to derivative due to new issuances  270,062 
Decrease to derivative due to conversion  (302,571)
Derivative loss due to mark to market adjustment  353,369 
Balance at June 30, 2023 $1,010,145 

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 June 30, 2023, is as follows: 

Schedule of fair value assumptions        
Inputs June 30,
2023
  Initial
Valuation
 
Stock price $0.012  $0.015 - 0.42 
Conversion price $0.0045 - 0.0052  $0.015 - 0.2995 
Volatility (annual)  146.07% - 260.45%   265.91% - 381.28% 
Risk-free rate  5.4% – 5.47%   0.59% - 5.12% 
Dividend rate      
Years to maturity  0 - 0.83   0.34 - 1 

NOTE 9 – 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.

 

 

 

 F-9F-13 

 

 

During the year ended June 30, 2020, the Company received a totalSeries A Preferred Stock

Each Share of $79,000 in other loans from two individuals. These loans accrue interest at 10%Series A preferred stock has 500 votes per share and are due on demand. On February 28, 2020, one of the individualseach share can be converted $35,000 and $796 of principal and interest, respectively, into 2,000,000 shares of common stock. On June 29, 2020, the individuals converted $19,000 of principal into 500,000500,000,000 shares of common stock. The company recognized a $6,000 loss onholders of the conversion. Accrued interest on the remaining $25,000 as of June 30, 2020 is $1,150.Series A preferred stock are not entitled to dividends.

 

NOTE 7 – PREFERRED STOCK

OfOn July 2, 2020, the 25,000,000Board granted all 1,000,000 shares of the Company's authorized Preferred Stock, $0.001 par value per share, 1,900,000 are designated as Series A preferred stock to the Company’s Chairman and CEO, Richard Carey, in conversion of $68,556 of accrued compensation.

Series B Preferred Stock. 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 shall havehas 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.

 

In conjunction with the APA with Troy, the company issued 1,833,0001,883,000 shares of Series B Preferred Stock, the shares were valued at $0.002 or $7,532$7,532 as if they had been converted into 3,666,000 shares of common 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.

 

NOTE 8 – COMMON STOCKSeries 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 year ended June 30, 2020,2023, the Company sold 268,200 shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.

During the year ended June 30, 2023, Geneva Roth converted 311,750 shares of Series C preferred stock into 22,099,722 shares of common stock. The Company recognized a loss on conversion of $1,057,088.

NOTE 10 – COMMON STOCK

On August 1, 2021, the Company granted 1,640,0004,444 shares of common stock for services. The shares were valued at $0.002$4.50 per share, based on the value of the services as provided by the services provider’s invoice, for total non-cash expense of $3,280.$20,000. The $20,000 is being amortized over the one-year service term for the services being provided.

 

During the year ended June 30, 2020,On November 11, 2021, the Company granted 2,960,0004,000,000 shares of common stock for services. The shares were valued at $0.168$0.50 per share, based on the value of the services as provided by the services provider’s invoice, for total non-cash expense of $490,560.$2,000,000. The $2,000,000 is being amortized over the one-year service term for the services being provided.

F-14

On December 16, 2021, the Company granted 1,500,000 shares of common stock for services. The shares were valued at $1.55 per share, the closing stock price on the date of grant, for total non-cash expense of $2,317,500. The $2,317,500 is being amortized over the one-year service term for the services being provided.

 

During the year ended June 30, 2020,2022, the Company issued 4,362,000 shares of common stock for various consulting and professional fees. The shares were issued at the closing stock price on the date of grant for total non-cash expense of $4,712,000.

During the year ended June 30, 2022, the Company issued 1,947,000 shares of common stock in conversion of $97,154 of debt. A loss of $575,396 was recognized on the conversions.

During the year ended June 30, 2022, the Company sold 6,053,33121,955,000 shares of common stock for total cash proceeds of $186,632. In addition,$564,000. Of the stock sold $50,000 is still to be received. The Company also issued 1,000,0004,770,000 shares of common stock that had been purchasedwere sold in the prior period. Refer to Note 6 for additional shares issued under a convertible promissory note.year.

 

During the year ended June 30, 2020,2023, the Company issued 2,750,000sold 50,000 shares of common stock in conversionfor total cash proceeds of $6,250. The funds have not been received as of June 30, 2023.

During the year ended June 30, 2023, Fast Capital converted $115,000 of its note payable along with $7,414 of accrued interest into 9,050,618 shares of common stock.

During the year ended June 30, 2023, the Company issued 5,109169 shares of common stock for services. The shares were valued at the closing price on the date of grant, for total non-cash expense of $144,041.

On March 15, 2023, pursuant to the terms Common Stock Purchase Agreement and a $35,250 and $769Registration Rights Agreement with Keystone Capital Partners, LLC (“Keystone”) the Company issued 1,000,000 commitment shares to Keystone. The shares were valued at $0.016, the price on the date of principal and interest, respectively.grant, for total non-cash expense of $16,000.

During the year ended June 30, 2023, Rock Bay converted $39,300 of its note payable into 7,000,000 shares of common stock.

 

Refer to Note 5 for stock issuancesshares issued to related parties.

 

F-15

NOTE 911INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

  

F-10

Net deferred tax assets consist of the following components as of June 30:

Schedule of deferred tax assets        
 2020  2019  2023  2022 
Deferred Tax Assets:                
NOL Carryover $560,650  $152,765  $991,300  $830,300 
Less valuation allowance  (560,650)  (152,765)  (991,300)  (830,300)
Net deferred tax assets $  $  $  $ 

 

At June 30, 2020,2023, the Company had net operating loss carry forwards of approximately $560,650$991,300 that may be offset against future taxable income. No tax benefit has been reported in the June 30, 20202023 or 20192022 financial statements since the potentialstatements; any tax benefit is offset by a valuation allowance of the same amount.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

 

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2020,2023, the Company had no accrued interest or penalties related to uncertain tax positions.

 

With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2014.2016.

 

NOTE 1012SUBSEQUENT 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 available to be issued and has determined that the followingno material subsequent events have occurred.

1. On August 12, 2020, John Baird resigned his positions as Chief Financial Officer, Joint Chairman and a Director of the Company.

2. On August 14, 2020, the Company filed an S1 Registration Statement. The Securities and Exchange Commission issued their first set of comments which the Company plans to respond to shortly.

3. On October 14, 2020, Mr. Fernando Godina was appointed Executive Vice President of Operations and a Director of the Company.

4. On February 16, 2021 a contract extension for ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $40,000 was made by Star Alliance that reduces the final amount due to Troy Mining Corporation.exist.

 

 

 

 

 F-11F-16 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

NoneNone.

 

Item 9A. Controls and Procedures

 

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2020,2022, the end of the year covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

 

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

 

Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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.

 

With respect to the fiscal year ending June 30, 2020,2022, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ending June 30, 2019,2022, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

67

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2019.2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our management concluded that our internal controls over financial reporting were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We note the following deficiencies that management believes to be material weaknesses:

 

 ·The Company’s lack of segregation of duties.
 ·Lack of an audit committee and independent directors
 ·Management has not established appropriate and rigorous procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.
 ·We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented.
 ·Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

8

   

The Company is evaluating the necessity of implementing an independent board of directors to rectify these weaknesses.

 

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting during the quarteryear ended June 30, 20202022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Item 9B. Other Information

 

We have no other information to disclose that was required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year ended June 30, 20202023 that was not reported.

 

 

 

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Below are the names of and certain information regarding the Company’s current executive officers and directors:

Name Age Position
Richard Carey 8284 Chief Executive Officer, Co Chairman of the Board
Anthony L. Anish 7275 Chief Financial officer, Company Secretary, Director
Alexei TchernovWeverson Correia 5849 Chief Executive Vice-President Finance,Officer, Director
James BaughmanBryan Cappelli 6438 President OperationsDirector
Franz Allmayer 3233 Vice President Finance, Director
Themis Glatman 6265 Treasurer, Director
Fernando Godina56Vice President, Board member

 

Biographical Information and Background of officer and directorRichard Carey

Richard Carey – Chief Executive OfficerPresident, Director and Co- Chairman appointed May 22, 2019of the Board

 

Richard Carey, is our President.84, has served as the Company’s director since May 14, 2018, and as President and Chairman of the Board of Directors since May 17, 2018. He devotes 100% of his time toward the Company’s business operations. He has several decades of experience in a wide range of industries, including finance, diamond and gold mining operations, oil and gas exploration. Mr. Carey began his career in 1958 when he received a congressional appointment to the US Naval Academy as the son of Congressional Medal of Honor recipient Charles Francis Carey Jr. Upon honorable discharge from the US Navy in 1964, Mr. Carey began a career in finance as a NYLIC underwriter for New York Life. From 1967 to 1973, Mr. Carey worked as a stockbroker and principal of a brokerage firm. In 1973 he began structuring oil and gas limited partnerships for developmental drilling programs. These programs included hundreds of successful oil and gas wells, and a lucrative Geo-Thermal project in Colorado as a general partner with AMEX (an American Stock Exchange listed company).

 

In the subsequent 40 years, Mr. Carey has founded and co-founded multiple companies in a wide range of industries including diamond and gold mining operations, oil and gas exploration, energy resellers, entertainment, specialty finance and tax offset programs. With his broad experience and an extensive personal and business network, Mr. Carey’s financial acumen has added significant value to every project in which he has participated. With his unique understanding of the diversity of business structures and an ongoing commitment to innovate and adapt to new practices, he continues to build upon the depth of knowledge and success gained throughout his career.

 

Anthony L. Anish Corporate Secretary, appointed May 22, 2019

Mr. Anish, as Corporate Secretary, is responsible for board minutes and implementing board decisions, advising directors, handling share issuances and transactions, legal requirements, auditors, lawyers, tax advisers, bankers and shareholders on governance issues, and ensuring compliance of relevant laws and regulatory matters. Mr. Anish serves as a principal officer of M Line Holdings, Inc. and Square Chain Corporation where he is responsible for meeting all the SEC requirements. Previously, he successfully founded and expanded the London-based Anish and Co., chartered accountants, Mr. Anish sold his interest to two junior partners to join as CFO his accounting client, Performance Tire, Ltd. A year later he joined Performance Tire, Inc. where he led an expansion into the U.S. that took sales from $2MM to $28MM in 2 years. He later purchased the company's 9 retail stores, which he later sold to return to his accounting and finance background. Mr. Anish provided business finance for companies through equipment leasing and asset-based lending from its Orange County office. Prior to joining M-Line he consulted on a number of reverse mergers, provided business finance to private and public companies, and assisted taking a private company public through the full registration process. Mr. Anish received his Chartered Accounting degree after articling with Percy Phillips and Co., a London based Chartered Accounting firm.

 

Alexei Tchernov – Executive Vice-President Finance, appointed May 22, 2019

Alexei Tchernov is our Chief Executive Officer, and in this capacity acts as a direct liaison between management and the Board. He is responsible for creating, planning, implementing and integrating the strategic direction of the Company and as such responsible for the company operations, marketing, strategy, financing, and creation of company culture. Mr. Tchernov has twenty-five years of financial, investment, and significant polymetallic development project experience domestically and internationally. Mr. Tchernov spent fourteen years with the IFC Metropol group of companies as Acting Head of Corporate Finance and Head of Investment Projects. Previously he served as Financial Director of Neptune Pacific. He began his career as an associate with The Boston Consulting Group and later as a financial analyst with the United Financial Group division of Deutsche Bank. Mr. Tchernov received his Ph.D. in computational mathematics and cybernetics, his M.S. in applied mathematics, his Law Degree from Moscow State University, and his MBA from Southern Methodist University in Dallas TX.

 

 

 

 

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Anthony L. Anish - Chief Financial Officer and Corporate Secretary

Anthony (“Tony”) Anish has served as a director and Chief Financial Officer of the Company since May 2019. He devotes 100% of his time toward the Company’s business operations. Mr. Anish has been involved in public companies in the US for over 20 years.

Mr. Anish became a Member of the Institute of Chartered Accountants (England) in 1972. Mr. Anish ran his own firm of Chartered Accountants from 1973 until 1978 when he sold his share in the firm to his partners.

He moved to the United States in 1979 to run a subsidiary of a UK Company, Performance Tire Ltd. and led a huge expansion increasing sales from $2 million to over $28 million. He left them in 1982 and ran his own group of stores in the car repair and tire business expanding to 9 locations before selling and returning to his accounting and finance background.

From 1985 until 2009, Mr. Anish’s operations provided business financing programs including equipment leasing and asset based financing programs. During this time Mr. Anish consulted on a number of reverse merger transactions.

In 2010, Mr. Anish became a Director of M Line Holdings, Inc. a small public company in the aerospace business and continued with M Line and another public entity Square Chain Corporation until joining Star Alliance International on a temporary consulting position in March 2019.

Weverson Correia

Weverson Correia, has served as Chief Executive Officer and a Director of the Company since January 24, 2022. Mr. Correia has extensive experience in management and international business, analyzing new product requirements, developing sales forecasts, and pricing structure. Mr. Correia devotes approximately 30% of his time toward the Company’s business operations. He currently spends time in Guatemala at the testing facility related to the contemplated acquisition of Commsa’s mines. Once the acquisition of Commsa and Lion Works is complete, Mr. Correia, who speaks fluent Spanish and Portuguese, will spend more time at these facilities.

Prior to joining the Company, from 2021 until January 2022, Mr. Correia was working as Vice President sales at Mode Chicago, a company that develops software for mobile phones and sale mobile phone, where he performed market analysis, customer/distributor education, and was finding new distribution channels. From 2018 to 2019, Mr. Correia has worked for are ROKiT in Malibu California as SVP Sales; and prior to that position, between 2017 and 2018, he was serving Intelligent Technologies Co. Ltd. as CEO managing that company, improving its productivity and enhancing customer service.

Mr. Correia received his Bachelor of Business Administration in Management & International Business from Florida International University, Landon School of Business in 2005 and his MBA, from Nova Southeastern University, H. Wayne Huizenga School of Business, Miami, FL in 2008, We believe that Mr. Correia’s qualifications, including strategic initiatives for sales, marketing, and new product launches in global markets helps develop new business; and his proficient in SAP, MAS 200, Solomon, POS, Salesforce, and MS Office and his fluency in English, Spanish, and Portuguese makes him a valuable member of our Board and Chief Executive Officer.

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Franz Allmayer - Vice President Finance, appointed May 22, 2019

 

Franz Allmayer has served as Vice President Mergers & Acquisitionsof Finance and a director since May, 2018. Franz is responsible for sourcinglocated in Austria and evaluating investment opportunities including joint ventures and negotiating and closing investments.has strong connections in Guatemala. Mr. Allmayer has held positions with companies suchstrong connections to innovative technology which led him to introduce Star to the genesis system in Guatemala.

Mr. Allmayer obtained a Bachelor of Science in 2010 from the Applied Sciences Technikum in Vienna, Austria as SIMGO Mobile since September 2015 as their Business Developer and Global Advisor, the Clinton Health Initiative from November 2014 to September 2015well as a consultant, LMM General trading from October 2015 to October 2016 as a Strategic Research & Development Innovation Scout and Vamed Engineering GmbH & CO KG from April 2012 to September 2014 as a Project Engineer. Mr. Allmayer graduated in September 2014Master of Science from the London School of Economics in London, England obtained in 2014.

He worked as a coordinator for the Advanced development for Africa (ADA) from June 2010 until April 2012 and Political Sciencethen worked to harness soft loan financing for eligible countries to finance hospital projects for Vamed Engineering. He continued as an independent contractor for the Clinton health Access Initiative (CHAI) working to leverage CHAI’s existing capabilities and in in 2015 worked with AFAQ Group to develop an strategy for a Masterportfolio of Science degreeinnovative technologies to serve the UAE and middle eastern markets also representing the Royal Family of Dubai.

Since 2018 Mr. Allmayer founded and manages Integrity Earth a digital venture co-operative for applied regenerative development combining proven frameworks of best practices in Health Policy, Planningecological restoration. In 2019 he also founded SEEDS, a financial ecosystem that gives value to financial contributions in multiple forms of capital bringing together people and Financing with merit. In addition, he has a Bachelor of Science degree in Biomedical Engineering with distinction from the University of Applied Sciences Techniku, Vienna.organizations worldwide.

 

Themis Glatman - Treasurer, appointedDirector

Mrs. Glatman, serves as a director and Treasurer, since May, 22, 20192018. She supports the management team in relation to the cash flow and use of cash for investments.

 

Mrs. Glatman was born in Brazil where she studied Chemistry at the Federal University of Parana. She is a highly decorated athlete, having achieved an athletic scholarship that allowed her to come to the United States whereStates. There she attended Brigham Young University in Utah, studying Chemical Engineering for three years. She is fluent in English, Spanish, Portuguese with some French and Italian. Having

In 1981 she moved to Los Angeles in 1981 she pursuedpursuing a seventeen-year career in construction including commercial, residential, multi-family as well as smaller remodeling projects. Remodeling included acquisitions ofAfter receiving her accreditation by the California Contactors License Board, she founded Gotham Design and Construction, which allowed her to acquire homes for her own remodeling projects.projects, as well as projects for companies and individual clients. She is well versed in reading blueprints and understands architectural, engineering, and engineeringfinancial requirements of projects from their financing through excavation, grading, to paving, and concrete work through final finishes. Her experience will be of great benefit once Star starts developing land after cleaning tailings with the Genesis System.

She has served on many boards and is currently a director of SCYA (Southern California Yachting Association), SMWYC (Santa Monica Windjammers Yacht Club) and for RBOC ( Recreational Boaters of California, a Lobbying firm based in Sacramento).

 

James Baughman,Fernando Godina – Vice President Operations, appointed May 22, 2019and Director

 

James Baughman, an economic geologistMr. Fernando Godina became a director and mining executive, is ourVice President and responsible for assisting the CEO in creating, planning, implementing and integrating the strategic direction of the Company in 2021. His has an extensive experience managing various types of business and ventures and will take a significant role managing our mining operations.

In 1998 Mr. Godina started with Ashley furniture as such sharesa furniture representative.  By 2001 he increased the territory he managed from $538 K to over $10 million a year.

In 2002, Fernando and his partners opened their first Ashley home store in Oahu Hawaii and then a second store in Reno Nevada in 2003. In 2005, the two stores generated over 43 million revenue for that year. The Reno store is still open today.

71

In 2003, Mr. Godina went into the mortgage business. He and his partner started with one office and expanded to four Mortgage offices with Pinnacle Financial growing that business substantially to over 85 million in loans per annum. That business continued to operate until mid 2008.

From 2008 until 2013 Mr. Godina was working as a financial broker introducing business and other transactions to funding sources. To approve and fund.

In 2013, Mr. Godina formed FMG Investment LLC. This business is a private lending venture capital business that he still operates with his wife currently.  

In 2018, Mr. Godina formed FMG Corp, a company that provides financial services, including financial consulting, business finance programs and investor referrals. which he still operates today. FMG has been instrumental in introducing a number of investors to the CEO responsibilitiesCompany as well as doing multiple transactions for other businesses.

Bryan Cappelli – Director

Bryan Cappelli has served as our director since April 20, 2022. Mr. Capelli has financed, developed and/or acquired more than $3.0 billion of real estate projects in the company operations, marketing, strategy, financing,New York Tri State area and creation of company culture. Mr. Baughman has over thirty18 years of progressive experience in advancing gold, silver,development and base metal projects from grassroots to advance stage projects. He has held senior positions (i.e., Chief Geologist, Chairman, President, Acting CFO,capital markets experience.

From 2007-2014, Mr. Cappelli served as Chief Operating Officer) in both private and publicly traded mining and mineral exploration companies during his 30-year industry career. Mr. Baughman was on the successful Greens Creek discovery team and has lead exploration and development projects throughout the Western Hemisphere. Mr. Baughman was CEO of High Plains Uranium that was sold for US $55 Million in 2006. Mr. Baughman is a registered memberOfficer of the SocietyCappelli Organization overseeing ~$1B of Mining, Metallurgy, Explorationmixed-use developments in Westchester and Fairfield Counties, including The Ritz Carlton Hotel and Condominiums, City Center White Plains, and Trump Parc Residences.

From 2014-2020, Mr. Cappelli served as Co-President of Development for Ceruzzi Holdings and was a member of the Society of Economic Geologists. Mr. Baughman received a Bachelor of Science degree in Geology in 1983 frominvestment committee. He oversaw the University of Wyomingacquisition and is a registered professional geologist (P. Geo) in the State of Wyoming. Mr. Baughman is a Registered Memberdevelopment of the Society of Mining, Metallurgy,Centrale and Exploration (SME)Hayworth condominium projects and the Lipstick Building, totaling over 1 million square feet and $1B in value.

In 2017 Mr. Cappelli founded Blue Line Real Estate Ventures, a dynamic real estate investment vehicle which has served as co-general partner in multiple large scale development and acquisitions across all asset classes in addition to making significant angel investments in various emerging development technologies and operating companies.

Mr. Cappelli earned a B.S. in Economics and a Qualified Person (QP) on the Toronto Stock Exchange (TSX) and Australian Stock Exchange (ASX).Minor in Philosophy from Duke University.

 

Term of Office

 

Our directors are appointed for a one-year term toand hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

  

Family Relationships

 

There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

 

 

 

 

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Involvement in Certain Legal Proceedings

 

No executive officer or director has been involved in the last ten years in any of the following:

 

·Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
  
·Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
  
·Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
  
·Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
  
·Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
  
·Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Board Committees and Audit Committee Financial Expert

 

We do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees. As of the date of this annual report, no member of our Board of Directors qualifies as an “audit committee financial expert” as defined in Item 407(d) (5) of Regulation S-K promulgated under the Securities Act.

  

Director Nominations

 

As of June 30, 2020, we did2022, there have not affectbeen any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s Board of Directors.

 

Code of Ethics

 

We have adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us at the address or telephone number listed on the cover page hereof.

 

 

 

 

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Item 11. Executive Compensation

 

Name and Principal PositionYear 

Salary

(US$)

 

Bonus

(US$)

 

Stock

Awards

(US$)

 

Option Awards

(US$)

 

Non-Equity Incentive

Plan Compensation

(US$)

 

Nonqualified Deferred Compensation Earnings

(US$)

 

All Other Compensation

(US$)

 

Total

(US$)

 
Richard Carey 2020  46,360  0  118,000  0  0  0  0  164,300 
(CEO) 2019  0  0  0  0  0  0  0  0 
                            
John Baird 2020  55,000  0  5000  0  0  0  0  60,000 
(CFO) 2019  0  0  0  0  0  0  0  0 
                            
Anthony L. Anish 2020  43,000  0  254,000  0  0  0  0  297,000 
(Company Secretary) 2019  0  0  0  0  0  0  0  0 
                            
Alexei Tchernov 2020  0  0  1000  0  0  0  0  1000 
(Executiove VP Finance) 2019  0  0  0  0  0  0  0  0 
                            
Franz Allmayer 2020  0  0  0  0  0  0  0  0 
(Vice President Finance) 2019  0  0  0  0  0  0  0  0 
                            
Themis Glatman 2020  0  0  168,000  0  0  0  0  168,000 
(Treasurer) 2019  0  0  0  0  0  0  0  0 
                            
James Baughman 2020  0  0  0  0  0  0  0  0 
(Vice President Operations) 2019  0  0  0  0  0  0  0  0 

The table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our other two most highly compensated executive officers whose total compensation exceeded $100,000 during the period ended June 30, 2023 (each, a “Named Executive Officer ”).

            Non-Equity Nonqualified     
            Incentive Deferred     
Name and       Stock Option Plan Compensation All Other   
Principal   Salary Bonus Awards Awards Compensation Earnings Compensation Total 
Position Year US$ US$ US$ US$ US$ US$ US$ US$ 
                    
Richard Carey 2023 210,000 0 0 0 0 0 0 210,000 
Chairman 2022 180,000 0 0 0 0 0 0 180,000 
                    
Anthony L. Anish 2023 150,000 0 1,445,000 0 0 0 0 1,445,000 
CFO and Co. Secretary 2022 120,000 0 550,000 0 0 0 0 120,000 
                    
Weverson Correia 2023 0 0 772,500 0 0 0 0 772,500 
CEO 2022 0 0 0 0 0 0 0 0 

 

Grants of Plan-Based Awards Table

 

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the year ended June 30, 20202023 or 2019.2022. The Company has no activity with respect to these awards.

 

Options Exercised and Stock Vested Table

 

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the year ended June 30, 20202023 or 2019.2022. The Company has no activity with respect to these awards.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

None of our named executive officers had any outstanding stock or option awards as of June 30, 20202023 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its Board of Directors may grant awards as it sees fit to its employees as well as key consultants.

 

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Compensation of Directors

  

During the fiscal year ended June 30, 2020, we didWe do not provide compensationhave any formal agreements or arrangements with our non-employee directors to any of our directorspay for serving as our director.their services. We currently have no formal plan for compensating our directors for their services in their capacity, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Our non-employee directors received the following compensation for service to the Board during the fiscal year ended June 30, 2023 and June 30, 2022:

 

13

Name Year Paid in Cash  Stock Awards  Total 
            
Themis Glatman 2023  0   1,000,000  $165,000 
  2022  0   1,000,000  $1,400,000 
               
Bryan Cappelli 2022  0   5,000,000  $1,445,000 
  2021  0         
               
Franz Allmayer 2022  0         
  2021  0         
               
Fernando Godina 2023  0   5,000,000  $1,445,000 
  2022  0   500,000  $39,000 

  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Matters

 

The following table sets forth, as of March 9, 2021,October 13, 2023, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly, and the percentage shown is based on 117,299,584308,156,163 shares of common stock issued and outstanding.

 

Title of Class Name of Beneficial Owner 

Amount and

Nature of

Beneficial Ownership

  Percentage  Name of Beneficial Owner 

Amount and

Nature of

Beneficial Ownership

 Percentage 
Common Stock Richard Carey  62,355,500   53.16%  Richard Carey 57,265,500 18.583% 
Common Stock Anthony L. Anish  2,500,000   0.021%  Anthony L. Anish 10,000,000 3.245% 
Common Stock Alexei Tchernov  500,000   .004%  Weverson Correia 5,500,000 1.785% 
Common Stock Franz Allmayer  250,000   .002%  Franz Allmayer 250,000 0.008% 
Common Stock Themis Gladman  250,000   .002%  Themis Gladman 3,000,000 0.974% 
Common Stock James Baughman  0   0%  Bryan Cappelli 5,000,000 1.623% 
Common Stock Total all executive officers and directors (6 persons)  65,855,500   53.19%  Fernando Godina  5,552,000  1.802% 
Common Stock Total all executive officers and directors (7 persons)  86,567,500  28.02% 

  

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

AsThe following is a description of June 30, 2019,transactions since July 1, 2022 to which we have been a party, in which the amount due toinvolved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a related party was $42,651 as operating expenses of $42,651 were paid by Kok Chee Lee, CEO and Director of the Company during the year ended June 30, 2018, on behalf of the Company. The borrowing is unsecured, non-interest-bearing and due on demand.direct or indirect material interest.

 

On May 14, 2018, pursuant to an agreement by and between Richard Carey,August 15, 2022, the Company’s new President and Chairman of the Board, and Kido, Mr. Richard Carey acquired 22,000,000Company issued 5,000,000 shares of common stock to Fernando Godina, for services as a director. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

On August 15, 2022, the Company owned by Kido, representing 62.15% ownership of the Company which constitutes control. Mr. Richard Carey accepted the positions of President and Chairman of the Board on the same day.

In June 2018, Richard Carey, the Company’s Chairman, advanced the Company $300 to open a bank account. During the year ended June 30, 2019, Mr. Carey advanced the Company an additional $72,086, of which $34,005 was repaid. On June 12, 2019, Mr. Carey converted $48,000 of the amount due to him into 48,000,000issued 5,000,000 shares of common stock. Asstock to Bryan Cappelli for his services as a director. The shares were valued at $0.289 per share, the closing stock price on the date of June 30, 2019,grant, for total non-cash expense of $1,445,000.

On August 15, 2022, the balance dueCompany issued 5,000,000 shares of common stock to Weverson Correia, CEO and a director, for services. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

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On November 17, 2022, Our Chairman, Mr. Carey is $3,980.sold 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The advanceloan to the Company is unsecured, non-interest bearing and due on demand.

 

Mr. Carey is using his personal office spaceOn January 10, 2022 and December 5, 2022, the Company issued a total of 1,000,000 shares of common stock (total of 2,000,000 shares) to Themis Glatman as compensation for her services as a director. The shares were valued at no cost to$0.165 per share, the Company.closing stock price on the date of grant, for total non-cash expense of $165,000.

 

On March 14, 2023, the Company renewed the initial employment agreements for Mr. Carey and Mr. Anish, entering into New Employment Agreements, commencing from August 1, 2022 (the “Effective Date”) until July 31, 2025. For the period from August 1, 2022 through December 31, 2022, Mr. Carey received a base salary equal to $180,000. From August 1, 2022, through December 31, 2022, Mr. Anish received the base salary equal to $120,000. In addition, Mr. Anish received 2,500,000 shares issued on June 3, 2022, under his initial agreement, and 5,000,000 shares issued on August 15, 2022, as equity compensation under Mr. Anish’s New Employment Agreement. The 5,000,000 shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

Item 14. Principal Accounting Fees and Services

 

Audit Fees

 

During fiscal yearyears ended June 30, 2020,2023 and 2022, we incurred $37,180$38,500 and $30,000, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements. Our previous auditors MaloneBailey charged fees of $9,180 for the period July 1, 2019 through June 30, 2020 which included fees for the review of the financial statements for the year ended June 30, 2018.

 

Tax Fees

 

During the years ended June 30, 20202023 and 2019,2022, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.

 

14

All Other Fees

 

During the yearyears ended June 30, 20202023 and 2019,2022, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

 

Currently, we have no independent audit committee. Our full board of directors’ functions as our audit committee and is comprised of one director who is not considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Exchange Act. Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

 

 

 

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

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

Exhibit Exhibit Description
   
3.1 Articles of Incorporation (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on July 20, 2014)
3.2Bylaws (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on July 20, 2014)
3.3Articles of Amendment to Articles of Incorporation (1)dated January 6, 2017 with respect to the change of the name of the Company to Star Alliance International Corp.
3.x3.4 Bylaws(1)Articles of Amendment to Articles of Incorporation dated June 16, 2019 increasing the authorized capital of the Registrant
10.13.5 Exclusive Option AgreementCertificate of Designations of Series A Preferred Stock dated July 27, 2020 (incorporated by reference to the Registration Statement on Form S-1 filed with Starving Lion, Inc. (2)the SEC on August 14, 2020)
31.13.6 Articles of Designations of Series B Preferred Stock dated November 16, 2019 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on August 19, 2019)
3.7Certificate of Designations of Series C Preferred Stock, dated March 28, 2022 (incorporated by reference to Exhibit 3.7 to Form S-1 filed with the SEC on June 15, 2023)
3.8Articles of Amendment to the Articles of Incorporation, dated May 30, 2022, increasing the authorized capital of the Registrant (incorporated by reference to Exhibit 3.7 to Form S-1 filed with the SEC on June 15, 2023)
10.1Asset Purchase Agreement dated June 13, 2019 between the Registrant and Troy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated August 19, 2019)
10.2Share Exchange Agreement dated December 15, 2021 by and between the Registrant and Juan Lemus (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 22, 2021).
10.3Common Stock Purchase Agreement by and between Keystone and the Registrant dated March 15, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated March 20, 2023)
10.4Registration Rights Agreement by and between Keystone and the Registrant dated March 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated March 20, 2023)
10.5Share Purchase Agreement dated March 19, 2023 by and among the Registrant, Lion Works and Juan Lemus (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.612% Convertible promissory note issued to Quick Capital LLC on February 7, 2023 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.710% Convertible promissory note issued to AES Capital Management, LLC on February 8, 2023 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.8Employment Agreement between the Registrant and Richard Carey, effective as of August 1, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q dated May 22, 2023)
10.9Employment Agreement between the Registrant and Anthony Anish, effective as of August 1, 2022 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated May 22, 2023)
10.10Series C Preferred Purchase Agreement by and between the Registrant and Geneva Roth Remark Holdings, Inc. dated January 17, 2023 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.11Series C Preferred Purchase Agreement by and between the Registrant and Geneva Roth Remark Holdings, Inc. dated February 16, 2023 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.12Addendum to the Share Exchange Agreement by and between the Registrant and Juan Lemus dated August 14, 2023 (incorporated by reference to Exhibit 10.12 to Form S-1/A filed with the SEC on August 28, 2023)
10.13First Addendum to the Share Purchase Agreement by and between Lion Works (incorporated by reference to Exhibit 10.13 to Form S-1/A filed with the SEC on August 28, 2023)
10.14*Second Addendum to the Share Exchange Agreement by and between the Registrant and Juan Lemus dated September 28, 2023
10.15*Second Addendum to the Shares Purchase Agreement by and between The Registrant and Compañia Minera Metalurgica Centro Americana dated September 28, 2023

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ExhibitDescription
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 and 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

_____________

(1) Incorporated by reference to Registration Statement on Form S-1 filed July 20, 2014______________

*Filed herewith

(2) Incorporated by reference to Current Report on Form 8-K filed August 17, 2018

ITEM 16. FORM 10–K SUMMARY

None.

 

 

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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 thereuntothereunder duly authorized.

 

Star Alliance International Corp.
Dated: October 13, 2023By:/s/ Richard Carey

Richard Carey

President and Chairman

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureCapacityDate
/s/ Richard CareyPresident, Chairman and DirectorOctober 13, 2023
Richard Carey(Principal Executive Officer) 
   
By:/s/ Richard Carey  
Richard Carey/s/ Anthony Anish 
Chief Financial Officer, Corporate Secretary and Director Chief Executive Officer, Joint ChairmanOctober 13, 2023
Anthony Anish(Principal Financial and Accounting Officer) 
   
Date/s/ Weverson Correia March 18, 2021Chief Executive Officer and DirectorOctober 13, 2023
Weverson Correia 
   
By:/s/ Anthony L. Anish 
Anthony L. Anish/s/ Franz Allmayer 
Vice President Finance and Director Interim Chief Financial OfficerOctober 13, 2023
Franz Allmayer 
   
Date/s/ Themis Glatman March 18, 2021Treasurer and DirectorOctober 13, 2023
Themis Glatman 
   
By: /s/ Alexei Tchernov  
Alexei Tchernov/s/ Fernando Godina 
Vice President and Director DirectorOctober 13, 2023
Fernando Godina 
   
Date March 18, 2021

By: /s/ Franz Allmayer  
Franz Allmayer/s/ Bryan Cappelli 
Director DirectorOctober 13, 2023
Bryan Cappelli 
   
Date: March 18, 2021

 

 

 

 

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