UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MarchDecember 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-197692
| STAR ALLIANCE INTERNATIONAL CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 37-1757067 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 5743 Corsa Avenue, Suite 218 Westlake Village, CA | 91362 | |
| (Address of principal executive offices) | (Zip Code) |
833-443-7827
(Registrant’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b)As of the Act: None.
February 14, 2024, there were .outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable.
STAR ALLIANCE INTERNATIONAL CORP.
FORM 10-Q
Quarterly Period Ended MarchDecember 31, 2023
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
Item1. Financial Statements
STAR ALLIANCE INTERNATIONAL CORP.
BALANCE SHEETS
March 31, 2023 | June 30, 2022 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 3,607 | $ | 71,724 | ||||
| Prepaids and other assets | 507,500 | 547,350 | ||||||
| Prepaid stock for services | – | 1,813,854 | ||||||
| Total current assets | 511,107 | 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 | $ | 1,018,639 | $ | 2,940,460 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 61,037 | $ | 52,760 | ||||
| Accrued expenses | 73,485 | 25,961 | ||||||
| Accrued expenses–related party | 8,043 | – | ||||||
| Loan payable – related party | 42,000 | – | ||||||
| Accrued compensation | 298,637 | 212,428 | ||||||
| Notes payable | 91,312 | 119,215 | ||||||
| Convertible notes payable, net of discount of $81,753 and $191,248, respectively | 401,803 | 323,752 | ||||||
| Derivative liability | 943,821 | 689,231 | ||||||
| Note payable – former related party | 32,000 | 32,000 | ||||||
| Due to former related party | 42,651 | 42,651 | ||||||
| Total current liabilities | 1,994,789 | 1,497,998 | ||||||
| Total Liabilities | 1,994,789 | 1,497,998 | ||||||
| COMMITMENTS AND CONTINGENCIES (see footnotes) | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $par value, authorized: | – | – | ||||||
| Series A preferred stock, $ par value, authorized, shares issued and outstanding | 1,000 | 1,000 | ||||||
| Series B preferred stock, $ par value, authorized, issued and outstanding | 1,883 | 1,883 | ||||||
| Series C preferred stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 223 | 208 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 209,520 | 162,788 | ||||||
| Additional paid-in capital | 23,869,294 | 16,384,983 | ||||||
| Stock subscription receivable | (56,250 | ) | (50,000 | ) | ||||
| Accumulated deficit | (25,001,820 | ) | (15,058,400 | ) | ||||
| Total stockholders’ equity (deficit) | (976,150 | ) | 1,442,462 | |||||
| Total liabilities and stockholders’ deficit | $ | 1,018,639 | $ | 2,940,460 | ||||
December 31, 2023 | June 30, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 5,021 | $ | 4,391 | ||||
| Prepaids and other assets | 482,500 | 482,500 | ||||||
| Total current assets | 487,521 | 486,891 | ||||||
| Property and equipment | 450,000 | 450,000 | ||||||
| Mining claims | 57,532 | 57,532 | ||||||
| Total Assets | $ | 995,053 | $ | 994,423 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 109,763 | $ | 110,565 | ||||
| Accrued interest | 99,449 | 75,681 | ||||||
| Due to related parties | 68,937 | 55,654 | ||||||
| Accrued compensation | 497,542 | 346,060 | ||||||
| Notes payable, net of discount of $29,161 and $0, respectively | 318,690 | 202,051 | ||||||
| Convertible notes payable, net of discount of $4,061 and $105,354, respectively | 391,880 | 396,652 | ||||||
| Derivative liability | 1,109,784 | 1,010,145 | ||||||
| Total current liabilities | 2,596,045 | 2,196,808 | ||||||
| Total Liabilities | 2,596,045 | 2,196,808 | ||||||
| COMMITMENTS AND CONTINGENCIES (see footnotes) | – | – | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Preferred stock, $ par value, authorized, issued and outstanding | – | – | ||||||
| Series A preferred stock, $ par value, authorized, shares issued and outstanding | 1,000 | 1,000 | ||||||
| Series B preferred stock, $ par value, authorized, issued and outstanding | 1,883 | 1,883 | ||||||
| Series C preferred stock, $ par value, shares authorized, and shares issued and outstanding, respectively | – | 165 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 471,086 | 227,098 | ||||||
| Additional paid-in capital | 24,334,451 | 24,171,513 | ||||||
| Common stock to be issued | 81,495 | – | ||||||
| Preferred stock to be issued | 80,000 | – | ||||||
| Stock subscription receivable | (56,250 | ) | (56,250 | ) | ||||
| Accumulated deficit | (26,514,657 | ) | (25,547,794 | ) | ||||
| Total stockholders’ (deficit) equity | (1,600,992 | ) | (1,202,385 | |||||
| Total liabilities and stockholders’ deficit | $ | 995,053 | $ | 994,423 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTSSTATEMENT OF OPERATIONS (UNAUDITED)
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 80,556 | $ | 189,558 | $ | 959,158 | $ | 1,237,958 | ||||||||
| General and administrative – related party | – | 10,000 | – | 13,000 | ||||||||||||
| Mine development | – | 788,500 | – | 788,500 | ||||||||||||
| Professional fees | 22,130 | 93,500 | 89,130 | 106,520 | ||||||||||||
| Consulting | 16,500 | 3,827,475 | 1,110,593 | 4,015,837 | ||||||||||||
| Director compensation | 60,000 | 1,469,000 | 3,207,400 | 1,529,000 | ||||||||||||
| Officer compensation | 45,000 | 817,500 | 2,995,000 | 907,500 | ||||||||||||
| Total operating expenses | 224,186 | 7,195,533 | 8,361,281 | 8,598,315 | ||||||||||||
| Loss from operations | (224,186 | ) | (7,195,533 | ) | (8,361,281 | ) | (8,598,315 | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (56,151 | ) | (6,780 | ) | (259,661 | ) | (8,844 | ) | ||||||||
| Loss on conversion of preferred stock | (152,985 | ) | – | (911,109 | ) | – | ||||||||||
| Loss on conversion of debt | (97,249 | ) | (343,120 | ) | (97,249 | ) | (343,120 | ) | ||||||||
| Change in fair value of derivative | 146,562 | (470,635 | ) | (314,120 | ) | (470,635 | ) | |||||||||
| Total other expense | (159,823 | ) | (820,535 | ) | (1,582,139 | ) | (822,599 | ) | ||||||||
| Loss before provision for income taxes | (384,009 | ) | (8,016,068 | ) | (9,943,420 | ) | (9,420,914 | ) | ||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||
| Net loss | $ | (384,009 | ) | $ | (8,016,068 | $ | (9,943,420 | ) | $ | (9,420,914 | ) | |||||
| Net loss per common share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | 38,493 | $ | 310,158 | $ | 58,908 | $ | 878,602 | ||||||||
| Professional fees | 26,948 | 67,000 | 29,948 | 67,000 | ||||||||||||
| Consulting | 12,500 | 514,718 | 12,500 | 1,094,093 | ||||||||||||
| Director compensation | – | 197,400 | – | 4,607,400 | ||||||||||||
| Officer compensation | 105,000 | 45,000 | 210,000 | 1,490,000 | ||||||||||||
| Total operating expenses | 182,941 | 1,134,276 | 311,356 | 8,137,095 | ||||||||||||
| Loss from operations | (182,941 | ) | (1,134,276 | ) | (311,356 | ) | (8,137,095 | ) | ||||||||
| Other expense | ||||||||||||||||
| Interest expense | (110,498 | ) | (67,855 | ) | (175,121 | ) | (203,510 | ) | ||||||||
| Change in fair value of derivative | (120,019 | ) | (222,477 | ) | (156,178 | ) | (460,682 | ) | ||||||||
| Loss on conversion of debt | – | – | (2,422 | ) | – | |||||||||||
| Loss on conversion of preferred stock | (165,520 | ) | (758,124 | ) | (306,373 | ) | (758,124 | ) | ||||||||
| Gain on conversion of debt | 5,378 | – | 5,378 | – | ||||||||||||
| Early payment penalty | (20,791 | ) | – | (20,791 | ) | – | ||||||||||
| Total other expense | (411,450 | ) | (1,048,456 | ) | (655,507 | ) | (1,422,316 | ) | ||||||||
| Loss before provision for income taxes | (594,391 | ) | (2,182,732 | ) | (966,863 | ) | (9,559,411 | ) | ||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||
| Net loss | $ | (594,391 | ) | $ | (2,182,732 | ) | $ | (966,863 | ) | $ | (9,559,411 | ) | ||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINESIX MONTHS ENDED MARCHDECEMBER 31, 2023 AND 2022
(Unaudited)
| Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, June 30, 2022 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | 207,500 | $ | 208 | |||||||||||||||
| Preferred stock sold for cash | — | — | — | — | 46,500 | 47 | ||||||||||||||||||
| Stock sold for cash | — | — | — | — | — | — | ||||||||||||||||||
| Stock issued for services – related party | — | — | — | — | — | — | ||||||||||||||||||
| Net loss | — | — | — | — | — | — | ||||||||||||||||||
| Balance, September 30, 2022 | 1,000,000 | 1,000 | 1,833,000 | 1,883 | 254,000 | 255 | ||||||||||||||||||
| Preferred stock sold for cash | — | — | — | — | 57,750 | 58 | ||||||||||||||||||
| Preferred stock converted to common stock | — | — | — | — | (153,750 | ) | (154 | ) | ||||||||||||||||
| Stock issued for conversion of debt | — | — | — | — | — | — | ||||||||||||||||||
| Stock issued for services – related party | — | — | — | — | — | — | ||||||||||||||||||
| Stock issued for services | — | — | — | — | — | — | ||||||||||||||||||
| Preferred stock issued for asset acquisitions | — | — | — | — | — | — | ||||||||||||||||||
| Net loss | — | — | — | — | — | — | ||||||||||||||||||
| Balance, December 31, 2022 | 1,000,000 | 1,000 | 1,833,000 | 1,883 | 158,000 | 159 | ||||||||||||||||||
| Preferred stock sold for cash | — | — | — | — | 163,950 | 164 | ||||||||||||||||||
| Preferred stock converted to common stock | — | — | — | — | (100,250 | ) | (100 | ) | ||||||||||||||||
| Stock issued for conversion of debt | — | — | — | — | — | — | ||||||||||||||||||
| Stock issued for services | — | — | — | — | — | — | ||||||||||||||||||
| Warrants issued | — | — | — | — | — | — | ||||||||||||||||||
| Preferred dividends | — | — | — | — | — | — | ||||||||||||||||||
| Net loss | — | — | — | — | — | — | ||||||||||||||||||
| Balance, March 31, 2023 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | 221,700 | $ | 223 | |||||||||||||||
| Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, June 30, 2023 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | 163,950 | $ | 165 | |||||||||||||||
| Stock issued for debt | – | – | – | – | – | – | ||||||||||||||||||
| Preferred stock converted to common stock | – | – | – | – | (75,138 | ) | (75 | ) | ||||||||||||||||
| Stock sold for cash | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, September 30, 2023 | 1,000,000 | 1,000 | 1,833,000 | 1,883 | 88,812 | 90 | ||||||||||||||||||
| Stock issued for debt | – | – | – | – | – | – | ||||||||||||||||||
| Preferred stock converted to common stock | – | – | – | – | (77,790 | ) | (79 | ) | ||||||||||||||||
| Preferred stock redemption | – | – | – | – | (11,022 | ) | (11 | ) | ||||||||||||||||
| Stock sold for cash | – | – | – | – | – | – | ||||||||||||||||||
| Stock granted for debt issuance cost | – | – | – | – | – | – | ||||||||||||||||||
| Forgiveness of debt – related party | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, December 31, 2023 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | – | $ | – | |||||||||||||||
| Common Stock | Additional Paid-in | Stock Subscription | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Total | |||||||||||||||||||
| Balance, June 30, 2022 | 162,788,028 | $ | 162,788 | $ | 16,384,983 | – | $ | (50,000 | ) | $ | (15,058,400 | ) | $ | 1,442,462 | ) | |||||||||
| Preferred stock sold for cash | – | – | 46,453 | – | – | 46,500 | ||||||||||||||||||
| Stock sold for cash | 50,000 | 50 | 6,200 | (6,250 | ) | – | – | |||||||||||||||||
| Stock issued for services – related party | 20,000,000 | 20,000 | 5,730,000 | – | – | 5,750,000 | ||||||||||||||||||
| Net loss | – | – | – | – | – | (7,376,679 | ) | (7,376,679 | ) | |||||||||||||||
| Balance, September 30, 2022 | 182,838,028 | 182,838 | 22,167,636 | – | (56,250 | ) | (22,435,079 | ) | (137,717 | ) | ||||||||||||||
| Preferred stock sold for cash | – | – | 50,692 | – | – | 50,750 | ||||||||||||||||||
| Preferred stock converted to common stock | 4,447,871 | 4,448 | 762,251 | – | – | 766,545 | ||||||||||||||||||
| Stock issued for conversion of debt | 1,538,461 | 1,538 | 102,385 | – | – | 103,923 | ||||||||||||||||||
| Stock issued for services – related party | 1,000,000 | 1,000 | 164,000 | – | – | 165,000 | ||||||||||||||||||
| Stock issued for services | 2,025,000 | 2,025 | 67,880 | – | – | 69,905 | ||||||||||||||||||
| Preferred stock issued for asset acquisitions | – | – | – | – | 400,000 | |||||||||||||||||||
| Net loss | – | – | – | – | – | (2,182,732 | ) | (2,182,732 | ) | |||||||||||||||
| Balance, December 31, 2022 | 191,849,360 | 191,849 | 23,314,844 | – | (56,250 | ) | (24,617,811 | ) | (764,326 | ) | ||||||||||||||
| Preferred stock sold for cash | – | – | 163,786 | – | – | 163,950 | ||||||||||||||||||
| Preferred stock converted to common stock | 9,157,912 | 9,159 | 143,927 | – | – | 152,986 | ||||||||||||||||||
| Stock issued for conversion of debt | 7,512,157 | 7,512 | 221,020 | – | – | 228,532 | ||||||||||||||||||
| Stock issued for services | 1,000,000 | 1,000 | 15,000 | – | – | 16,000 | ||||||||||||||||||
| Warrants issued | – | – | 24,092 | – | – | 24,092 | ||||||||||||||||||
| Preferred dividends | – | – | (13,375 | ) | – | – | (13,375 | ) | ||||||||||||||||
| Net loss | – | – | – | – | – | (384,009 | ) | (384,009 | ) | |||||||||||||||
| Balance, March 31, 2023 | 209,519,429 | $ | 209,520 | $ | 23,869,294 | – | $ | (56,250 | ) | $ | (25,001,820 | ) | $ | (976,150 | ) | |||||||||
| Common Stock | Additional Paid-in | Stock To Be | Stock Subscription | Accumulated | ||||||||||||||||||||||
| Shares | Amount | Capital | Issued | Receivable | Deficit | Total | ||||||||||||||||||||
| Balance, June 30, 2023 | 227,097,537 | $ | 227,098 | $ | 24,171,513 | $ | – | $ | (56,250 | ) | – | $ | (25,547,794 | ) | $ | (1,202,385 | ) | |||||||||
| Stock issued for debt | 27,687,342 | 27,687 | 48,758 | – | – | – | 76,445 | |||||||||||||||||||
| Preferred stock converted to common stock | 53,371,284 | 53,371 | 88,096 | – | – | – | 141,392 | |||||||||||||||||||
| Stock sold for cash | – | – | – | 10,000 | – | – | 10,000 | |||||||||||||||||||
| Net loss | – | – | – | – | – | – | (372,472 | ) | (372,472 | ) | ||||||||||||||||
| Balance, September 30, 2023 | 308,156,163 | 308,156 | 24,308,367 | 10,000 | (56,250 | ) | – | (25,920,266 | ) | (1,347,020 | ) | |||||||||||||||
| Stock issued for debt | 26,333,000 | 26,333 | 6,400 | – | – | – | 32,733 | |||||||||||||||||||
| Preferred stock converted to common stock | 136,597,058 | 136,597 | 29,002 | – | – | – | 165,520 | |||||||||||||||||||
| Preferred stock redemption | – | – | (14,318 | ) | – | – | – | (14,329 | ) | |||||||||||||||||
| Stock sold for cash | – | – | – | 80,000 | – | – | 80,000 | |||||||||||||||||||
| Stock granted for debt issuance cost | – | – | – | 71,495 | – | – | 71,495 | |||||||||||||||||||
| Forgiveness of debt – related party | – | – | 5,000 | – | – | – | 5,000 | |||||||||||||||||||
| Net loss | – | – | – | – | – | – | (594,391 | ) | (594,391 | ) | ||||||||||||||||
| Balance, December 31, 2023 | 471,086,221 | $ | 471,086 | $ | 24,334,451 | $ | 161,495 | $ | (56,250 | ) | – | $ | (26,514,657 | ) | $ | (1,600,992 | ) | |||||||||
| 5 |
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINESIX MONTHS ENDED MARCHDECEMBER 31, 2023 AND 2022
(Unaudited)
| Preferred Stock Series A | Preferred Stock Series B | Common Stock | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||
| Balance, June 30, 2021 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | – | - | 124,319,584 | $ | 124,320 | ||||||||||||
| Stock issued for services | – | – | – | – | 4,444 | 4 | |||||||||||||||||
| Stock sold for cash | – | – | – | – | 10,790,000 | 10,790 | |||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ||||||||||||||||
| Balance, September 30, 2021 | 1,000,000 | 1,000 | 1,833,000 | 1,883 | – | - | 135,114,028 | 135,114 | |||||||||||||||
| Stock sold for cash | – | – | – | – | 300,000 | 300 | |||||||||||||||||
| Cash not collectible | – | – | – | – | – | – | |||||||||||||||||
| Stock issued for services | – | – | – | – | 2,562,000 | 2,562 | |||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ||||||||||||||||
| Balance, December 31, 2021 | 1,000,000 | 1,000 | 1,833,000 | 1,883 | – | - | 137,976,029 | 137,976 | |||||||||||||||
| Stock sold for cash | – | – | – | – | 10,565,000 | 10,565 | |||||||||||||||||
| Stock issued for services | – | – | – | – | 8,100,000 | 8,100 | |||||||||||||||||
| Stock issued for debt | – | – | – | – | 672,000 | 672 | |||||||||||||||||
| Stock issued for investment | – | – | – | – | 200,000 | 200 | |||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ||||||||||||||||
| Balance, March 31, 2022 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | – | - | 157,513,029 | $ | 157,513 | ||||||||||||
Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, June 30, 2020 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | 207,500 | $ | 208 | |||||||||||||||
| Preferred stock sold for cash | – | – | – | – | 46,500 | 47 | ||||||||||||||||||
| Stock sold for cash | – | – | – | – | – | – | ||||||||||||||||||
| Stock issued for services – related party | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, September 30, 2022 | 1,000,000 | 1,000 | 1,833,000 | $ | 1,883 | 254,000 | 255 | |||||||||||||||||
| Preferred stock sold for cash | – | – | – | – | 57,750 | 58 | ||||||||||||||||||
| Preferred stock converted to common stock | – | – | – | – | (153,750 | ) | (154 | ) | ||||||||||||||||
| Stock issued for conversion of debt | – | – | – | – | – | – | ||||||||||||||||||
| Stock issued for services – related party | – | – | – | – | – | – | ||||||||||||||||||
| Stock issued for services | – | – | – | – | – | – | ||||||||||||||||||
| Preferred stock issued for asset acquisitions | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, December 31, 2022 | 1,000,000 | $ | 1,000 | 1,833,000 | $ | 1,883 | 158,000 | $ | 159 | |||||||||||||||
| Additional Paid-in | Common Stock To Be | Stock Subscription | Accumulated | Common Stock | Additional Paid-in | Stock Subscription | Preferred Stock | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Capital | Issued | Receivable | Deficit | Total | Shares | Amount | Capital | Receivable | To Be Issued | Deficit | Total | |||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | 2,793,609 | $ | 41,633 | $ | (20,000 | ) | $ | (3,172,791 | ) | $ | (230,346 | ) | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2020 | 162,788,028 | $ | 162,788 | $ | 16,384,983 | $ | (50,000 | ) | $ | – | $ | (15,058,400 | ) | $ | 1,442,462 | |||||||||||||||||||||||||||||||
| Preferred stock sold for cash | – | – | 46,453 | – | – | – | 46,500 | |||||||||||||||||||||||||||||||||||||||
| Stock sold for cash | 50,000 | 50 | 6,200 | (6,250 | ) | – | – | – | ||||||||||||||||||||||||||||||||||||||
| Stock issued for services – related party | 20,000,000 | 20,000 | 5,730,000 | – | – | – | 5,750,000 | |||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | (7,376,679 | ) | (7,376,679 | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | 182,838,028 | 182,838 | 22,167,636 | (56,250 | ) | – | (22,435,079 | ) | (137,717 | ) | ||||||||||||||||||||||||||||||||||||
| Preferred stock sold for cash | – | – | 50,692 | – | – | – | 50,750 | |||||||||||||||||||||||||||||||||||||||
| Preferred stock converted to common stock | 4,447,871 | 4,448 | 762,251 | – | – | – | 766,545 | |||||||||||||||||||||||||||||||||||||||
| Stock issued for conversion of debt | 1,538,461 | 1,538 | 102,385 | – | – | – | 103,923 | |||||||||||||||||||||||||||||||||||||||
| Stock issued for services – related party | 1,000,000 | 1,000 | 164,000 | – | – | – | 165,000 | |||||||||||||||||||||||||||||||||||||||
| Stock issued for services | 19,996 | — | — | — | 20,000 | 2,025,000 | 2,025 | 67,880 | – | – | – | 69,905 | ||||||||||||||||||||||||||||||||||
| Stock sold for cash | 574,210 | (35,000 | ) | (550,000 | ) | — | — | |||||||||||||||||||||||||||||||||||||||
| Preferred stock issued for asset acquisitions | – | – | – | – | 10,650,000 | – | 10,650,000 | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (88,444 | ) | (88,444 | ) | – | – | – | – | – | (2,182,732 | ) | (2,182,732 | ) | ||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | 3,387,815 | 6,633 | (570,000 | ) | (3,261,235 | ) | (298,790 | ) | ||||||||||||||||||||||||||||||||||||||
| Stock sold for cash | 29,700 | 19,000 | (10,000 | ) | — | 39,000 | ||||||||||||||||||||||||||||||||||||||||
| Cash not collectible | (520,000 | ) | — | 520,000 | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock issued for services | 3,951,738 | 2,000,000 | — | — | 5,954,300 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (1,316,402 | ) | (1,316,402 | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 6,849,253 | 2,025,633 | (60,000 | ) | (4,577,637 | ) | 4,378,108 | |||||||||||||||||||||||||||||||||||||||
| Stock sold for cash | 1,150,435 | (22,633 | ) | (100,000 | ) | — | 1,038,367 | |||||||||||||||||||||||||||||||||||||||
| Stock issued for services | 6,414,600 | (2,003,000 | ) | — | — | 4,419,700 | ||||||||||||||||||||||||||||||||||||||||
| Stock issued for debt | 394,628 | — | — | — | 395,300 | |||||||||||||||||||||||||||||||||||||||||
| Stock issued for investment | 299,800 | — | — | — | 300,000 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (8,016,068 | ) | (8,016,068 | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | 15,108,716 | $ | — | $ | (160,000 | ) | $ | (12,593,705 | ) | $ | 2,515,407 | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 191,849,360 | $ | 191,849 | $ | 23,314,844 | $ | (56,250 | ) | $ | 10,650,000 | $ | (24,617,811 | ) | $ | 9,485,674 | |||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTSSTATEMENT OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (9,943,420 | ) | $ | (9,420,914 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Prepaid stock issued for services | 1,813,853 | – | ||||||
| Common stock issued for services - related party | 5,915,000 | – | ||||||
| Common stock issued for services | 85,905 | 7,495,770 | ||||||
| Change in fair value of derivative | 314,120 | 470,635 | ||||||
| Debt discount amortization | 208,050 | 5,698 | ||||||
| Loss on conversion of debt | 97,249 | 343,120 | ||||||
| Loss on conversion of preferred stock | 911,109 | – | ||||||
| Changes in assets and liabilities: | ||||||||
| Prepaids and other assets | 39,850 | (364,061 | ) | |||||
| Accounts payable | 8,277 | (6,795 | ) | |||||
| Accrued expenses | 49,985 | 13,640 | ||||||
| Accrued expenses – related party | 8,043 | – | ||||||
| Accrued compensation | 86,209 | 38,036 | ||||||
| Net cash used in operating activities | (405,769 | ) | (1,424,871 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | – | – | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds of borrowings from a related party | 42,000 | 6,344 | ||||||
| Proceeds from the sale of common stock | – | 1,084,000 | ||||||
| Proceeds from convertible notes payable | 77,355 | 400,000 | ||||||
| Repayment of convertible note payable | (15,000 | ) | – | |||||
| Proceeds from the sale of preferred stock | 261,200 | – | ||||||
| Proceeds from notes payable | – | 118,971 | ||||||
| Payment on notes payable | (27,903 | ) | (20,000 | ) | ||||
| Net cash provided by financing activities | 337,652 | 1,589,315 | ||||||
| Net change in cash | (68,117 | ) | 164,444 | |||||
| Cash at the beginning of period | 71,724 | 6,789 | ||||||
| Cash at the end of period | $ | 3,607 | $ | 171,233 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | – | $ | – | ||||
| Income taxes paid | $ | – | $ | – | ||||
| NON-CASH TRANSACTIONS: | ||||||||
| Common stock issued for prepaid services | $ | 1,813,854 | $ | 4,755,104 | ||||
| Common stock issued for investment | $ | – | $ | 300,000 | ||||
| Common stock issued for conversion of debt | $ | – | $ | 395,300 | ||||
| For the Six Months Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (966,863 | ) | $ | (9,559,411 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Prepaid stock issued for services | – | 1,813,853 | ||||||
| Common stock issued for services - related party | – | 5,915,000 | ||||||
| Common stock issued for services | – | 69,905 | ||||||
| Loss on conversion of preferred stock | 306,373 | 758,124 | ||||||
| Change in fair value of derivative | 156,178 | 460,682 | ||||||
| Debt discount amortization | 143,627 | 159,999 | ||||||
| Changes in assets and liabilities: | ||||||||
| Prepaids and other assets | – | 47,350 | ||||||
| Accounts payable | (803 | ) | 12,411 | |||||
| Accrued expenses | 28,633 | 36,886 | ||||||
| Accrued expenses – related party | 18,283 | 6,991 | ||||||
| Accrued compensation | 151,481 | 97,349 | ||||||
| Net cash used in operating activities | (163,091 | ) | (180,861 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds of borrowings from a related party | – | 42,000 | ||||||
| Proceeds from the sale of common stock | 10,000 | – | ||||||
| Proceeds from the sale of preferred stock | 80,000 | 97,250 | ||||||
| Proceeds from notes payable | 145,800 | – | ||||||
| Payment on notes payable | – | (28,025 | ) | |||||
| Payments on convertible notes payable | (57,750 | ) | – | |||||
| Redemption of preferred stock | (14,329 | ) | – | |||||
| Net cash provided by financing activities | 163,721 | 111,225 | ||||||
| Net change in cash | 630 | (69,636 | ) | |||||
| Cash at the beginning of period | 4,391 | 71,724 | ||||||
| Cash at the end of period | $ | 5,021 | $ | 2,088 | ||||
| NON-CASH TRANSACTIONS: | ||||||||
| Conversion of debt | $ | 53,120 | $ | 154,300 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
STAR ALLIANCE INTERNATIONAL CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCHDECEMBER 31, 2023
NOTE 1 –NATURE OF BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014, under the laws of the state of Nevada, 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.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $26,514,657 as of December 31, 2023. For the period ended December 31, 2023, the Company had a net loss of $966,863 and used $163,091 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanyingThese unaudited interimcondensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"(“SEC”),. These financial statements and the notes attached hereto should be read in conjunction with the audited financial statements and notes thereto containedincluded in the Company's latest Annual Report on FormCompany’s 10-K filed with the SEC.for its fiscal year ended June 30, 2023. In the opinion of management,the Company, all adjustments, consisting ofincluding normal recurring adjustments necessary for a fair presentationto present fairly the financial position of the Company, as of December 31, 2023, and the results of its operations and cash flows for the three months then ended have been included. The results of operations for the interim periods presented have been reflected herein. The results of operations for interim periodsperiod are not necessarily indicative of operationsthe results for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K for the fiscal year endedending June 30, 2022, have been omitted.2024.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the six months ended December 31, 2023.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2023:of:
| Schedule Of Fair Value, Liabilities Measured on Recurring Basis | ||||||||||||||||||||||||
| At March 31, 2023 | ||||||||||||||||||||||||
| Schedule of fair value, liabilities measured on recurring basis | ||||||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Derivative | $ | – | $ | – | $ | 943,821 | $ | – | $ | – | $ | 1,109,784 | ||||||||||||
| Total | $ | – | $ | – | $ | 943,821 | $ | – | $ | – | $ | 1,109,784 | ||||||||||||
| At June 30, 2022 | ||||||||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
| Derivative | $ | – | $ | – | $ | 689,231 | $ | – | $ | – | $ | 1,010,145 | ||||||||||||
| Total | $ | – | $ | – | $ | 689,231 | $ | – | $ | – | $ | 1,010,145 | ||||||||||||
| 9 |
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $25,001,820 as of March 31, 2023. For the nine months ended March 31, 2023, the Company had a net loss of $9,943,420, which did include $9,345,287 of non-cash expense incurred for the issuance of common stock for services, loss on conversion of preferred stock and derivatives associated with convertible debt. We used $405,769 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – ACQUISITIONSAGREEMENTS TO ACQUIRE
On January 1, 2022,December 15, 2021, the Company acquired 51% ofentered into that certain share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the capital stocksole shareholder of Compania Minera Metalurgica Centro Americana, (Commsa), a Honduran Corporation pursuant to(“Commsa”). The Commsa Purchase Agreement contemplated the acquisition by the Company of 51% of the share exchange agreement dated December 15, 2021 betweencapital of Commsa, a newly-formed company, which has the Company andmining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, Commsa’s sole shareholder, Juan Lemus (the “Share Exchange Agreement”), in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus.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. AsThe Company did not meet its obligations for the result of this acquisition, the Company now owns the mining rights to five operating mines that run along a 12.5-mile stretchconsummation of the Rio Jalan River that are being prepared for production. As ofCommsa Acquisition by March 31, 2022, as set forth in the date of this report, the Company is not in compliance with its obligations under the Share ExchangeCommsa Purchase Agreement since it(it issued to Mr. Lemus only shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment); however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the acquisition of Commsa. No assets other than the cash paid and value of shares issued have been included on the Balance Sheet.
On August 14, 2023, the Company and paid $75,000 toward $1,000,000 cash payment.
On May 9, 2022,Juan Lemus executed a binding letter of intent was signedfirst addendum to the Commsa Purchase Agreement which provided for the acquisition of 51% of NSM USA a Wyoming corporation that owns 100% of four lithium mines in West Africa. The cost of these mines is $2 million, most of which was to be used for the growthextension of the four mines. This transaction was dueCompany’s obligations to close earlypay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. On September 28, 2023, the parties executed a second addendum that extended the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and full production was expected to start in the second quarter of 2023. This transaction was cancelled on March 10, 2023, due to insufficient ability to complete the due diligence and the lack of necessary funding for the projectthis Commsa Purchase Agreement has expired.
On May 11, 2022, a binding letter of intent was signed for the acquisition of 51% of NGM USA a Wyoming corporation that owns 100% of three gold mines in West Africa. The cost of this acquisition is $2 million, most of which will be used for equipment and growth of the mines. This transaction was due to close early 2023. All exploration work has been completed and production was anticipated to start in the second quarter of 2023. This transaction was cancelled on March 10, 2023, due to insufficient ability to complete the due diligence and the lack of funding for the project.
On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share“Lion Works Purchase Agreement”) with LionsLion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, pursuant to which it acquiredcontemplated 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 ShareLion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into and executed by the parties on November 21, 2021. Pursuant to the terms of the ShareLion Works Purchase Agreement, Genesis will be managed by a new company, in which the Company will ownCompany’s consideration for the acquisition of 51% interest, with the remaining % interest to be owned by Juan Lemus. The Company’s title and rights to Genesis are subject to the satisfactionof Lion Works consisted of the following obligations:following:
| · | The | |
| · | A | |
| · |
To secureThe parties agreed that the closing of the transactions contemplated by the Lion Works Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement.
| 10 |
On July 21, 2023, Juan Lemus and the Company executed a first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations underto pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the Shareparties executed a second addendum extending the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Lion Works Purchase Agreement Juan Lemus placedhas expired.
On December 4, 2023, the lienCompany signed a consulting agreement (the “Agreement”) with the Knightsbridge Group (“Knightsbridge”) with the effective date of December 11, 2023. The terms of the Agreement amended and superseded the terms of the Memorandum of Understanding the parties executed on November 6, 2023.
The Agreement provided for the development and issuance of a Digital Gold Coin (“DGC”) by Knightsbridge, backed by the Company’s 51% ownershipgold assets, provided that DGC will not be issued unless and until all the necessary paperwork required by the SEC and any other government agency were completed and timely filed; exploration of additional opportunities related to digital assets, equity and derivatives, to enhance the Company’s financial standing and growth; other consulting, advisory services by Knightsbridge in Lion Works,the Asian markets, in consideration for (a) issuance of 48,000,000 shares of the Company’s common stock; (b) 50,000 shares of the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the Company in 12 months; and upon formation(c) Ten (10) percent of a new company, that lienthe developed and issued DGC, will be placed onretained by KG as payment for development and maintenance of the Company’s ownership in that newly formed subsidiary. Such lien shall continue untilDGC developed for the Company.
As of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset. The Company performs allhas not issued any shares of its obligations under the Share Purchase Agreement, which subjects the Companycommon stock or Series D preferred stock to Knightsbridge prior to the riskend of losing its title to Genesis in the event of breach of its obligations set forth in the Share Purchase Agreement.quarter.
NOTE 54 – PROPERTY AND EQUIPMENT
Long lived assets, including property and equipment assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Property and equipment are first recorded at cost. Depreciation and is computed using the straight-line method over the estimated useful lives of the various classes of assets.
Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.
Assets stated at cost, less accumulated depreciation consisted of the following:
| Schedule of property, plant and equipment | ||||||||||||||||
| Schedule of assets stated at cost, less accumulated depreciation | ||||||||||||||||
| March 31 2023 | June 30, 2022 | December 31, 2023 | June 30, 2023 | |||||||||||||
| Mine Assets | $ | 450,000 | $ | 450,000 | $ | 450,000 | $ | 450,000 | ||||||||
| Total | $ | 450,000 | $ | 450,000 | $ | 450,000 | $ | 450,000 | ||||||||
Once operations utilizing the property and equipment have begun, the Company will begin depreciation of the assets.
NOTE 65 – RELATED PARTY TRANSACTIONS
On August 1, 2019, the Company entered into and executed initial employment agreements with Richard Carey, John Baird and Anthony Anish. Each initial employment agreement provided that the initial term of the employment agreement has the term of 36 months starting from August 1, 2019, and continues until July 31, 2022. Thereafter, such employment agreement may be renewed upon mutual agreement of the parties. The employment agreement also may be terminated by each party upon 30 days’ notice to the other party, provided that in the event the Executive breaches his material obligations to the Company, the Company may terminate the executive employment immediately. Each executive agreement included the compensation for the executive, including the base and incentive salary.
On January 1, 2021, the Company amended the employment agreements forwith Richard Carey, CEO and Anthony Anish, CFO, which increased theirthe base annual salarysalaries for Mr. Carey from $120,000 per annum to $180,000 per annum, and for Mr. Anish from $60,000 per annum to $120,000 per annum respectively.annum. All other terms of the initial employment agreements with Mr. Carey and Mr. Anish remained unchanged.
On March 14, 2023, the Company renewed the employment agreements with Mr. Carey and Mr. Anish (the “New Employment Agreements”), stating that the effective date of the New Employment Agreement is August 1, 2022 and that they have athe term of 36 months, the same as the terms of the initial employment agreements. The new employment agreements, exceptExcept for the compensation provisions, the New Employment Agreements contain the same provisions as the initial employment agreement for each executive.
Under the terms of the New Employment Agreement, Mr. Carey is entitled to receive the following compensation:
| · | For the period from August 1, 2022 to December 31, 2022, Mr. Carey received | |
| · | For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive | |
| · | For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive |
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 | |
| · | For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive | |
| · | For the period from August 1, 2024 to July 31, 2025, Mr. Anish will receive |
As of March 31, 2023, the Company has accrued compensation due to Mr. Carey of $86,263 and Mr. Anish of $152,375. As of June 30, 2022, the Company has accrued compensation due to Mr. Carey of $52,600 and Mr. Anish of $99,828. In addition, the Company has accrued salary to Mr. Baird (a former officer) of $60,000. Mr. Baird resigned his position on August 12, 2020.
Mr. Carey is using his personal office space at no cost to the Company.
On August 15, 2022, the Company issued shares of common stock Fernando Godina, Director, for services. The shares were valued at $ 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 shares of common stock Bryan Cappelli, Director, for services. The shares were valued at $ 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 shares of common stock to Weverson Correia, CEO and Director, for his services as the CEO. The shares were valued at $ 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 shares of common stock to Anthony Anish, CFO and director, for services as CFO. The shares were valued at $ per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.
On November 17, 2022, Mr. Carey agreed to give 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The loan is non-interest bearing and due on demand. In addition, the Company owes Mr. Carey funds for expense reimbursement. As of December 31, 2023, the Company owes Mr. Anish a total of $37,910.
OnAs of December 5, 2022,31, 2023, the Company issued shares of common stockowes Themis Caldwell, Director, $18,709, for services.short-term advances used to pay for Company expenses. During the six months ended December 31, 2023, Ms. Caldwell forgave a $5,000 accrual for rent expense arising from a prior rental agreement with the company. The shares were valued at$5,000 was credited to additional paid in capital.
As of December 31, 2023, the Company owes Mr. Anish, $0.16512,318 per share, the closing stock price on the date of grant,, for total non-cash expense of $165,000.reimbursement.
NOTE 76 – NOTES PAYABLE
As of MarchDecember 31, 2023 and June 30, 2022,2023, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.
On June 1, 2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of MarchDecember 31, 2023 and June 30, 2022,2023, there is $7,7628,962 and $6,562, respectively, of accrued interest due on the note. The note is past due and the Company is in default.default under this note.
On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. The note bears interest at 10% and matures on January 31, 2024. In addition, as an additional inducement to the lender for purchasing the Note, the Company will issue shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of December 31, 2023, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued. As of December 31, 2023, the note is presented net of $29,161 of debt discount.
As of MarchDecember 31, 2023 and June 30, 2022,2023, the Company owes various other individuals and entities $77,400188,200 and $119,215127,400, respectively. All the loans are non-interest bearing and due on demand.
NOTE 8 -7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY
On March 28, 2022, wethe Company received short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $400,000 (the “Note”). The Note bears interest at a fixed rate of 10% per annum with all principal and interest due at maturityand was due on July 31, 2022. The Note is secured by a security interest and a lien on all equipment located at our Troy mine in Mariposa County, California. At the option of the investor, and at any time prior to the maturity date, the principal and interest owing under the Note may be converted into shares of our common stock at a conversion price equal to 50% of the lowest closing market price for our common stock during the five trading days preceding the conversion.
On June 8, 2022,February 27, 2023, the Company executed a repaid $1015,000% 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 priceNote. On April 28, 2023, $75,000 of the Company’s common stock during the 20 consecutive trading days upNote was assigned to the date on which lender elects to convert all or partRock Bay Partners (“Rock Bay”). Rock Bay has since converted $53,217 of the Note.$75,000 into shares of common stock.
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On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $60,556. The note is convertible at the lessor of 1) $0.05,$0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.
On February 8, 2023, the Company executed a 10% convertible promissory note with AES Capital Management, LLC (“AES”) for $38,000. The note is convertible at the lessor of 1) $0.02,$0.02, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. The note is disclosed net of $4,061 of debt discount.
On June 8, 2023, the Company executed a 9% convertible promissory note with 1800 Diagonal Lending, LLC (“1800 Diagonal”). The note is convertible at a price per share equal to 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.
The following table summarizes the convertible notes outstanding as of MarchDecember 31, 2023:
| Schedule of convertible notes | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Note Holder | Date | Maturity Date | Interest | Balance June 30, 2022 | Additions | Payments / Conversions | Balance March 31, 2023 | Date | Maturity Date | Interest | Balance June 30, 2023 | Additions | Conversions | Balance December 31, 2023 | ||||||||||||||||||||||||||||||||||||
| Private investor | 3/28/2022 | 7/31/2022 | 14% | $ | 400,000 | $ | – | $ | (15,000 | ) | $ | 385,000 | 3/28/2022 | 7/31/2022 | 14% | $ | 310,000 | $ | – | $ | – | $ | 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 | 2/7/2023 | 11/8/2023 | 12% | 60,556 | – | (21,898 | ) | 38,658 | |||||||||||||||||||||||||||||||||||
| AES Capital Management, LLC | 2/8/2023 | 2/7/2024 | 10% | – | 38,000 | – | 38,000 | 2/8/2023 | 2/7/2024 | 10% | 38,000 | – | (12,500 | ) | 25,500 | |||||||||||||||||||||||||||||||||||
| Rock Bay Partners | 10% | 35,700 | – | (13,917 | ) | 21,783 | ||||||||||||||||||||||||||||||||||||||||||||
| 1800 Diagonal Lending, LLC | 6/8/2023 | 3/8/2024 | 9% | 57,750 | – | (57,750 | )(1) | – | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 515,000 | $ | 98,556 | $ | (130,000 | ) | $ | 483,556 | $ | 502,006 | $ | – | $ | (106,605 | ) | $ | 395,941 | ||||||||||||||||||||||||||||||||
| Less debt discount | $ | (191,248 | ) | $ | (81,753 | ) | $ | (105,354 | ) | $ | (4,061 | ) | ||||||||||||||||||||||||||||||||||||||
| Convertible notes payable, net | $ | 323,752 | $ | 401,803 | $ | 396,652 | $ | 391,880 | ||||||||||||||||||||||||||||||||||||||||||
_______________
| (1) | This note was repaid in cash. |
A summary of the activity of the derivative liability for the notes above is as follows:
| Schedule of derivative liabilities | ||||||||
| Balance at June 30, 2021 | $ | – | ||||||
| Balance at June 30, 2023 | $ | 1,010,145 | ||||||
| Increase to derivative due to new issuances | 552,517 | – | ||||||
| Decrease to derivative due to conversion/repayment | (160,395 | ) | ||||||
| Derivative loss due to mark to market adjustment | 136,714 | 260,034 | ||||||
| Balance at June 30, 2022 | 689,231 | |||||||
| Increase to derivative due to new issuances | 150,512 | |||||||
| Decrease to derivative due to conversion | (210,042 | ) | ||||||
| Derivative loss due to mark to market adjustment | 314,120 | |||||||
| Balance at March 31, 2023 | $ | 943,821 | ||||||
| Balance at December 31, 2023 | $ | 1,109,784 | ||||||
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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 MarchDecember 31, 2023, is as follows:
| Schedule of fair value assumptions | ||||||||||||||||
| Inputs | March 31, 2023 | Initial Valuation | December 31, 2023 | Initial Valuation | ||||||||||||
| Stock price | $ | $ | $ | $ | ||||||||||||
| Conversion price | $ | 0.0066 - 0.0086 | $ | 0.015 - 0.2995 | $ | 0.0025 – 0.0029 | $ | 0.015 – 0.2995 | ||||||||
| Volatility (annual) | 184.54% - 299.51% | 299.13% - 381.28% | 367.14% – 378.53% | 265.91% – 381.28% | ||||||||||||
| Risk-free rate | 4.74% – 4.93% | 0.59% - 4.93% | 5.4% | 0.59% – 5.12% | ||||||||||||
| Dividend rate | – | – | – | – | ||||||||||||
| Years to maturity | 0 - .86 | .34 - 1 | 0.25 – 0.33 | 0.34 – 1 | ||||||||||||
NOTE 98 – PREFERRED STOCK
Of the shares of the Company's authorized Preferred Stock, $ par value per share, are designated Series A preferred stock, shares are designated as Series B Preferred Stock and shares are designated Series C preferred stock.
Series A Preferred Stock
Each Share of Series A preferred stock has 500 votes per share and each share can be converted into 500500,000,000 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.
On July 2, 2020, the Board granted all shares of the Series A preferred stock to the Company’s Chairman and CEO, Richard Carey, in conversion of $ of accrued compensation.
Series B Preferred Stock
Only one person or entity, is entitled to be designated as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock has one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.
In conjunction with the APA with Troy, the company issued shares of Series B Preferred Stock, the shares were valued at $0.002 or $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.
Series C Preferred Stock
On March 30, 2022, the Company created and designated shares of Series C Preferred Stock (“Series C”) with a stated value of $. 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 ninethree months ended March 31, 2023, the Company sold shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.
During the nine months ended March 31,September 30, 2023, Geneva Roth converted shares of Series C preferred stock into shares of common stock. The Company recognized a loss on conversion of $911,109140,853.
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During the three months ended December 31, 2023, Geneva Roth converted shares of Series C preferred stock into shares of common stock. The Company recognized a loss on conversion of $165,520. In addition, the Company purchased the remaining shares held by Geneva Roth for $14,329. As of December 31, 2023, there were shares of the Series C preferred stock outstanding.
During the three months ended December 31, 2023, the Company received $80,000 for the purchase of preferred stock. The class of stock that is being issued is a Series D Preferred stock.
NOTE 109 – COMMON STOCK
During the ninesix months ended MarchDecember 31, 2023, the Company sold shares of common stock for total cash proceeds of $6,250. The funds have not been received as of March 31, 2023.
During the nine months ended March 31, 2023, FastQuick Capital LLC converted $115,00021,898 of its note payable along with $7,414$4,121 of accrued interest into shares of common stock.
During the ninesix months ended MarchDecember 31, 2023, AES converted $12,500 of its note payable along with $684 of accrued interest into shares of common stock.
During the six months ended December 31, 2023, RockBay Partners converted $13,917 of its note payable into shares of common stock.
During the six months ended December 31, 2023, Geneva Roth converted shares of Series C preferred stock into shares of common stock. The Company recognized a loss on conversion of $306,373.
During the six months ended December 31, 2023, the Company issued received $2,025,00010,000 for the purchase of shares of common stock. As of December 31, 2023, no shares have been issued.
On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. As an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock for services. Theto the lender. These shares wereare being valued at the closing stock price on the date of grant with the relative fair value accounted for total non-cash expenseas a debt discount to be amortized over the term of the loan. As of December 31, 2023, the shares have not yet been issued and $69,90571,495.
On March 15, 2023, pursuantis disclosed as common stock to the terms Common Stock Purchase Agreement and a Registration Rights Agreement with Keystone Capital Partners, LLC (“Keystone”) the Companybe issued commitment shares to Keystone. The shares were valued at $, the price on the date of grant, for total non-cash expense of $16,000.
Refer to Note 5 for shares issued to related parties.
NOTE 1110 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the unaudited financial statements were issued, and has determined that no material subsequent events exist other than the following.exist.
The1. On January 5, 2024, the Company is discussingfiled the termsCertificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated and authorized for issuance. As of the purchase of certain assets with The Mepe Trust and the LBZNESS Trust related to “Barotex” proprietary technology. At the timedate of this report,Quarterly Report, 98,000 shares of Series D Stock were issued.
2. On January 18, 2024, the Company has not yet entered into definitive agreements. The definitive agreements will supersedefiled an amendment to its Articles of Incorporation, which increased the termsauthorized common stock of the Letter of Intent dated May 23, 2022, betweenCompany to 950,000 shares. These shares will primarily be used for acquisitions and to complete the Company and remaining conversions necessary to pay off the Mepe Trust.remaining debt.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statementsquarterly report on form 10-Q (the “Quarterly Report”) of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporatedcontains 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 name Asteriko Corp.date of this Quarterly Report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the Stateforward-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 Nevadathis quarterly report are cautioned not to place undue reliance on April 17, 2014 undersuch forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the lawsresult of any revisions to any of the state of Nevada. Our prior business plans, which generated limitedforward-looking statements contained herein to reflect future events or no earnings, included interior decorating products, and a travel and tourism service.developments.
On May 14, 2018, Richard Carey our PresidentOverview
We are an exploration-stage company that focuses on acquisition and Chairmandevelopment of gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas. As of the Board, acquired 22,000,000 sharesdate of common stockthis Quarterly Report, we have not commenced our mining operations. We anticipate starting our mining operations in the second quarter of 2024. We are also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. At this time, the Company representing 62.15% ownershipis negotiating the terms of the Company which constitutes control. Mr. Carey accepted the positions of President these potential acquisitions and Chairman of the Board on the same day.once these terms are finalized, we will enter into one or more definitive agreements.
The Company then focusedrequires substantial funding and additional work to implement its business plan onwith respect to its mining properties, specifically to complete the pursuit of precious metals mining, and on acquiring 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.
On August 13, 2019, Star acquired 78 mining claims from Troy Mining Corporation, together with the equipment located at the mine head. The reserves have been estimated at 2 million ounces by Robert Garcia a qualified geologist who prepared his report for the US government. Star is currently working with the Forestry Service and BLM to finalize the permits to reopen the mine. We expect to restart mining operations utilizing the Genesis process in the third quarter of 2023.
On January 1, 2022, Star completed the acquisitionacquisitions of 51% ofownership in both (a) Compania Minera Metalurgica Centro Americana, S.A.a Honduran Corporation (“Commsa”) which owns 5 gold mines in Honduras.. and (b) Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”).
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 a term of 36 months, the same as the terms of the initial employment agreements. The new employment agreements, except for the compensation provisions, contain the same provisions as the initial employment agreement for each executive.
Under
On December 15, 2021, the termsCompany entered into a share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Commsa. The Commsa Share Purchase Agreement contemplated the acquisition by the Company of 51% of the New Employment Agreement,share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Carey is entitled to receive the following compensation:
Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022 as set forth in the Commsa Purchase Agreement; however, the parties did not terminate the Commsa Purchase Agreement (it issued to Mr. Carey is entitledLemus only 200,000 shares of Common Stock and paid only $75,000 toward the required $1,000,000 cash payment), intending that the Company would be able to receive equity compensation, asobtain the necessary funding later and to be determinedconsummate the Commsa Acquisition.
On August 14, 2023, the Company and Juan Lemus executed an addendum to the Commsa Purchase Agreement which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. On September 28, 2023, the parties executed the second addendum, extending the timing of the Company’s payment from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Commsa Purchase Agreement has expired. The parties are currently negotiating terms for entering into a new purchase agreement for the Boardpurchase of Directors ofCommsa’s 51% ownership by the Company.
Under the terms of the New Employment Agreement, Mr. Anish is entitled to receive s the following compensation:
In addition, Mr. Anish is entitled to receive equity compensation, as to be determined by the Board of Directors of the Company.
On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share“Lion Works Purchase Agreement”) with LionsLion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, pursuant to which it acquiredcontemplated 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 ShareLion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into and executed by the parties on November 21, 2021. Pursuant to the terms of the ShareLion Works Purchase Agreement, Genesis will be managed by a new company, in which the Company will ownCompany’s consideration for the acquisition of 51% interest, with the remaining 49% interest to be owned by Juan Lemus. The Company’s title and rights to Genesis are subject to the satisfactionof Lion Works consisted of the following obligations:following:
| · | The | |
| · | ||
| · |
To secureThe parties agreed that the closing of the transactions contemplated by the Lion Works Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement.
On July 21, 2023, Juan Lemus and the Company executed the first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations underto pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the Share Purchase Agreement, Juan Lemus placedparties executed the lien on the Company’s 51% ownership in Lion Works, and, upon formation of a new company, that lien will be placed on the Company’s ownership in that newly formed subsidiary. Such lien shall continue until the Company performs all its obligations under the Share Purchase Agreement,second addendum, which subjects the Company to the risk of losing its title to Genesis in the event of breach of its obligations set forth in the Share Purchase Agreement.
The Company is discussingextended the terms of the Company’s payments to December 31, 2023. The Company did not make the required payments by December 31, 2023, and the Lion Works Purchase Agreement has expired. The parties are currently negotiating the terms of a new agreement for the purchase of certain assets51% ownership of Lion Works by the Company.
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Purchase Agreement and Registration Rights Agreement with Keystone.
On March 15, 2023, the Company entered into and executed the Purchase Agreement and a Registration Rights Agreement with Keystone, pursuant to which the Company shall have the right, but not the obligation, to direct Keystone, an unrelated third party, to purchase up to 75,000,000 shares of its Common Stock (the “Shares”), pursuant to separate purchase notices to be delivered by the Company to Keystone from time to time (each, a “Purchase Notice”). The Mepe TrustPurchase Agreement provides that each Purchase Notice may be for not less than $20,000 and not more than $75,000 worth of the LBZNESS Trust relatedCompany’s Common Stock. The price per share of Common Stock shall be eighty-five percent (85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.
Our ability to “Barotex” proprietary technology. Atrequire Keystone to purchase the time of this report,Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:
| · | The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company; | |
| · | The Company shall deliver to Keystone on the Commencement Date (as defined in the Purchase Agreement) the compliance certificate executed by the Company’s executive officer | |
| · | The initial registration statement, which covers the resale by Keystone of the Registrable Securities (as defined in the Registration Rights Agreement), including the Commitment Shares and the shares to be issued pursuant to the Purchase Notice, shall have been declared effective under the Securities Act by the SEC, and Keystone shall be permitted to utilize the prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in that prospectus | |
| · | The applicable purchase price for each Purchase Notice must be not less than $0.01 per share | |
| · | At least five (5) trading days must have passed since the last Purchase Notice | |
| · | The Company’s Common Stock must be DWAC eligible | |
| · | Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock. | |
| · | Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to. | |
| · | Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA |
In consideration for Keystone entering into the Purchase Agreement and to induce Keystone to execute and deliver the Purchase Agreement, the Company has not yet entered into definitive agreements.agreed to issue to Keystone 1,000,000 Commitment Shares (as defined below). In addition, the Company agreed to provide Keystone with certain registration rights with respect to the Commitment Shares, and additional shares, including 500,000 shares of Common Stock to be issued to Keystone on the date the initial registration statement is declared effective, and 2,274,588 shares of the Company’s Common Stock having an aggregate dollar value of $75,000 upon the investment by Keystone of more than $500,000 in the Company under the Purchase Agreement (collectively, the “Additional Shares”). The definitive agreementsCommitment Shares issued and the Additional Shares that may be issued to Keystone pursuant to the Purchase Agreement were issued and will supersedebe issued pursuant to an exemption from registration under the Securities Act.
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There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.
Pursuant to the Registration Rights Agreement, on June 15, 2023, we filed the registration statement on Form S-1 (SEC File No. 333-272671), as amended on August 28, 2023, to register for resale by Keystone up to 75,000,000 shares of Common Stock that may purchase under the Purchase Agreement (the “Initial Registration Statement”). The effectiveness of the Initial Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Keystone under the Purchase Agreement. The Company will use its commercially reasonable efforts to amend the Initial Registration Statement or file a new registration statement, to cover all of such Registrable Securities, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.
On October 30, 2023, Gries & Associates, LLC (“Gries”) informed Star Alliance International Corp. (the “Company”) that Gries was resigning as the Company’s independent registered public accounting firm. On October 30, 2023, the Company appointed GreenGrowth CPAs, as the Company’s independent registered public accounting firm for the year ending June 30, 2024, effective immediately.
On December 4, 2023, the Company signed a consulting agreement (the “Agreement”) with the Knightsbridge Group (“Knightsbridge”) with the effective date of December 11, 2023 to collaborate and leverage their respective strengths to achieve objectives in the Asian market. The terms of the Agreement amended and superseded the terms of the LetterMemorandum of Intent dated May 23, 2022, betweenUnderstanding the parties executed on November 6, 2023.
The Agreement provided for the development and issuance of a Digital Gold Coin (“DGC”) by Knightsbridge, backed by the Company’s gold assets, provided that DGC will not be issued unless and until all the necessary paperwork required by the SEC and any other government agency were completed and timely filed; exploration of additional opportunities related to digital assets, equity and derivatives, to enhance the Company’s financial standing and growth; other consulting, advisory services by Knightsbridge in the Asian markets, in consideration for (a) issuance of 48,000,000 shares of the Company’s common stock; (b) 50,000 shares of the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the Company in 12 months; and (c) ten (10) percent of the Mepe Trust.developed and issued DGC, will be retained by KG as payment for development and maintenance of the DGC developed for the Company.
As of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset.
On January 5, 2024, the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated 1,000,000 shares of Series D Stock for issuance. On January 18, 2024, the Company filed an amendment to its Articles of Incorporation, which increased the authorized common stock of the Company to 950,000 shares. These shares will primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt.
Results of Operations for the Three Months Ended MarchDecember 31, 2023 as Compared to the Three Months Ended MarchDecember 31, 2022
Operating expenses
General and administrative expenses (“G&A”) were $80,556$38,493 for the three months ended MarchDecember 31, 2023, compared to $199,558$310,158 for the three months ended MarchDecember 31, 2022, a reduction of $119,002.$271,665. The reduction was mainly due to much smaller general overheads for head office costs as well as for the Troy mine as no work was performed during this quarter.
Professional fees were $22,130$26,948 for the three months ended MarchDecember 31, 2023, compared to $93,500$67,000 for the three months ended MarchDecember 31, 2022, an reductiona decrease of $71,370.$40,052. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to reductionsa reduction in legal and audit fees during the period
Consulting fees were $16,500$12,500 for the three months ended MarchDecember 31, 2023, compared to $3,827,475$514,718 for the three months ended MarchDecember 31, 2022. The reduction of $3,810,975$502,218 was mainly due to a reduction in non cash consulting expenses during the current period.
Director compensation was $0 and $197,400 for the three months ended December 31, 2023 and 2022, respectively. The reduction is due to the fact that no non cash payments in the form of shares were issued to the Directors by the Company during the period. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. This compensation was accrued if Officer compensation.
Officer compensation was $105,000 and $45,000 for the three months ended December 31, 2023 and 2022 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The increase of $60,000 in officer compensation was due to the inclusion of the President’s compensation.
Other income (expense)
For the three months ended December 31, 2023 and 2022, we had interest expense of $110,498 and $67,855 respectively. The increase in interest expense was due to interest payments due on loans to the company prior to debt being repaid.
Net Loss
Net loss for the three months ended December 31, 2023 was $594,391 compared to $2,182,732 for the three months ended December 31, 2022. The large decrease in our net loss is due to the reduction of the loss on conversion of preferred stock, elimination of non-cash stock compensation expense during the period and a reduction in the fair value charge for the derivative expense.
Results of Operations for the Six Months Ended December 31, 2023 as Compared to the Six Months Ended December 31, 2022
Operating expenses
General and administrative expenses (“G&A”) were $58,908 for the six months ended December 31, 2023, compared to $878,602 for the six months ended December 31, 2022, a reduction of $819,694. The reduction was mainly due to much smaller general overheads for head office costs as well as for the Troy mine as no work was performed during this quarter.
Professional fees were $29,948 for the six months ended December 31, 2023, compared to $67,000 for the six months ended December 31, 2022, an decrease of $37,052. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to a reduction in legal and audit costs during the period.
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Consulting fees were $12,500 for the six months ended December 31, 2023, compared to $1,094,093 for the six months ended December 31, 2022. The reduction of $1,081,593 was mainly due to a reduction in non cash expenses for consultants during the earliercurrent period.
Director compensation was $60,000$0 and $1,469,000$4,4.607,400 for the threesix months ended MarchDecember 31, 2023 and 2022, respectively. The reduction is due to the fact that no non cash payments in the form of shares were issued to the Directors by the Company during the period. Our Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. The reduction of $1,409,000 in Dorector’sDirector’s compensation was mainly due to the elimination during the period of non-cash stock compensation payments.
Officer compensation was $45,000$210,000 and $817,500$1,490,000 for the threesix months ended MarchDecember 31, 2023and2023 and 2022 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The reduction of $772,500$1,280,000 in officer compensation was mainly due to the elimination of non-cash stock compensation expenses.
Other income (expense)
For the threesix months ended MarchDecember 31, 2023 and 2022, we had interest expense of $56,151$175,121 and $6,780,$203,510 respectively. The reduction in interest expense was due to lower interest due on loans to the company prior to debt being repaid.
Net Loss
Net loss for the threesix months ended MarchDecember 31, 2023 was $384,009$966,863 compared to $8,016,068$9,559,411 for the threesix months ended MarchDecember 31, 2022. The large decrease in our net loss is primarily due to the elimination during the period of non-cash stock compensation expense.
Resultsexpense during the period, the reduction in the loss on the conversions of Operations for the nine Months Ended March 31, 2023 as Compared to the Nine Months Ended March 31, 2022
Operating expenses
Generalpreferred stock and administrative expenses (“G&A”) were $959,158 for the nine months ended March 31, 2023, compared to $1,250,958 for the nine months ended March 31, 2022, a reduction of $291,800. The reduction was primarily due to a reduction in costs at the Troy mine.
Professional fees were $89,130 for the nine months ended March 31, 2023, compared to $106.520 for the nine months ended March 31, 2022, an reduction of $17,390. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to a decrease in legal fees.
Consulting fees were $1,110,593 for the nine months ended March 31, 2023, compared to $4,015,837 for the nine months ended March 31, 2022. The reduction in consulting fees expense of $2,905,244 was due to the issuance of stock for non-cash consulting expenses in the prior period.
Director compensation was $3,207,400 and $1,529,000 for the nine months ended March 31, 2023 and 2022, respectively. The increase of $1,678,400 in the current period was due to non cash stock compensation.
Officer compensation was $2,885,0000 and $907,500 for the nine months ended March 31, 2023 and 20221, respectively. The increase of $1,977,500 in the current period was mainly due to non-cash stock compensationoperating expenses.
Other income (expense)
For the nine months ended March 31, 2023 and 2022, we had interest expense of $259,661 and $8,884, respectively an increase of $250,777 mainly due to interest charges on loans and convertible notes.
Net Loss
Net loss for the nine months ended March 31, 2023 was $9,943,420 compared to $9,420,914 for the nine months ended March 31, 2022. The increase of $522,506 in our net loss is mainly due to non-cash stock compensation expense.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $25,001,820$26,514,657 as of MarchDecember 31, 2023. For the ninesix months ended MarchDecember 31, 2023, the Company had a net loss of $9,943,420,$966,863 which did include over $8 million of non-cash expense incurred forincluded the issuance of common stock for services, loss on conversion of preferred stock and derivatives associated with convertible debt. We used ($405,769) of234,586) cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities was $(405,769)$(163,091) during the threesix months ended MarchDecember 31, 2023, compared to $(1,424,871)$(180,861) in the threesix months ended MarchDecember 31, 2022. We had a loss on conversion of preferred stock in the amount of $97,249.$306,373.
Net cash provided by financing activities was $337,652$163,721 and $1,589,315$111,225 for the threesix months ended MarchDecember 31, 2023 and 2022, respectively. In the current periodsix months ended December 31, 2023 and 2022 we received $261,200$80,000 and $97,250 from the sale of preferred stock.
Over the next twelve months, we expect our principal source of liquidity will be raised from the sale of stock.stock, a private placement offering or from an institutional lender.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chairman, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Disclosure Controls
In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of December 31, 2022,2023, due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.
Changes in Internal Control over Financial Reporting
Such officers also confirmed that there was no change in our internal control over financial reporting during the three and nine months ended MarchDecember 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know ofThere are no material pending legal proceedings to which our company or subsidiarythe Company is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any director, officer or affiliate of our company,the Company, any owner of record or any registered or beneficial stockholderbeneficially of our company, or any associatemore than 5% of any such director, officer, affiliate,class of voting securities of the Company, or stockholdersecurity holder is a party adverse to our company or subsidiarythe Company or has a material interest adverse to our company or subsidiary.the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On October 16 and 19, 2023, the Company issued 15,288,889 and 15,280,000 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.
On October 16, 2023, the Company issued 15,000,000 shares of common stock to Rock Bay Partners upon conversion of the convertible promissory note.
On October 27 and 31, 2023, the Company issued 15,111,111 and 16,222,222 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.
On November 2 and 3, 2023, the Company issued 4,732,444 and 13,333,333 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.
On November 6 and 8, 2023, the Company issued 18,201,709 and 18,205,128 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.
On November 9, 2023, the Company issued 18,222,222, shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.
On November 8, 2023, the Company issued 11,333,000 shares of common stock to Rock Bay Partners upon conversion of the convertible promissory note.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
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Item 5. Other Information.
None.
Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report.
| Exhibit | |||||||||||||
| 3.1 | herewith | ||||||||||||
| 3.2 | ending | date | |||||||||||
| Amendment to Articles of Incorporation | |||||||||||||
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ||||||||||||
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | ||||||||||||
| 32.1 | Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | ||||||||||||
| 32.2 | Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | ||||||||||||
| 101.INS | |||||||||||||
| 101.SCH | |||||||||||||
| 101.CAL | |||||||||||||
| 101.DEF | |||||||||||||
| 101.LAB | |||||||||||||
| 101.PRE |
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.
| Dated: February 14, 2024 | By: | /s/ Richard Carey |
Richard Carey President and Chairman (Principal Executive Officer) | ||
| By: | /s/ Antony Anish | |
Antony Anish Chief Financial Officer ( | ||