Star Alliance International (STAL) 10-Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2023

or

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

Commission File Number: 333-197692

STAR ALLIANCE INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

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

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

833-443-7827

(Registrant’s telephone number)

___________________________________

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

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

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

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

STAR ALLIANCE INTERNATIONAL CORP.

FORM 10-Q

Quarterly Period Ended December 31, 2023

TABLE OF CONTENTS

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

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

	December 31, 2023			June 30, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	5,021		$	4,391
Prepaids and other assets		482,500			482,500
Total current assets		487,521			486,891
Property and equipment		450,000			450,000
Mining claims		57,532			57,532
Total Assets	$	995,053		$	994,423
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	109,763		$	110,565
Accrued interest		99,449			75,681
Due to related parties		68,937			55,654
Accrued compensation		497,542			346,060
Notes payable, net of discount of $29,161 and $0, respectively		318,690			202,051
Convertible notes payable, net of discount of $4,061 and $105,354, respectively		391,880			396,652
Derivative liability		1,109,784			1,010,145
Total current liabilities		2,596,045			2,196,808
Total Liabilities		2,596,045			2,196,808
COMMITMENTS AND CONTINGENCIES (see footnotes)		–			–
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding		1,000			1,000
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding		1,883			1,883
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 and 163,950 shares issued and outstanding, respectively		–			165
Common stock, $0.001 par value, 500,000,000 shares authorized, 471,086,221 and 227,097,537 shares issued and outstanding, respectively		471,086			227,098
Additional paid-in capital		24,334,451			24,171,513
Common stock to be issued		81,495			–
Preferred stock to be issued		80,000			–
Stock subscription receivable		(56,250	)		(56,250	)
Accumulated deficit		(26,514,657	)		(25,547,794	)
Total stockholders’ (deficit) equity		(1,600,992	)		(1,202,385
Total liabilities and stockholders’ deficit	$	995,053		$	994,423

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

3

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF OPERATIONS

(Unaudited)

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

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

4

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

(Unaudited)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Shares

Amount

Shares

Amount

Shares

Amount

Balance, June 30, 2023

1,000,000

$

1,000

1,833,000

$

1,883

163,950

$

165

Stock issued for debt

–

–

–

–

–

–

Preferred stock converted to common stock

–

–

–

–

(75,138

)

(75

)

Stock sold for cash

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

Balance, September 30, 2023

1,000,000

1,000

1,833,000

1,883

88,812

90

Stock issued for debt

–

–

–

–

–

–

Preferred stock converted to common stock

–

–

–

–

(77,790

)

(79

)

Preferred stock redemption

–

–

–

–

(11,022

)

(11

)

Stock sold for cash

–

–

–

–

–

–

Stock granted for debt issuance cost

–

–

–

–

–

–

Forgiveness of debt – related party

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

Balance, December 31, 2023

1,000,000

$

1,000

1,833,000

$

1,883

–

$

–

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

5

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

(Unaudited)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Shares

Amount

Shares

Amount

Shares

Amount

Balance, June 30, 2020

1,000,000

$

1,000

1,833,000

$

1,883

207,500

$

208

Preferred stock sold for cash

–

–

–

–

46,500

47

Stock sold for cash

–

–

–

–

–

–

Stock issued for services – related party

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

Balance, September 30, 2022

1,000,000

1,000

1,833,000

$

1,883

254,000

255

Preferred stock sold for cash

–

–

–

–

57,750

58

Preferred stock converted to common stock

–

–

–

–

(153,750

)

(154

)

Stock issued for conversion of debt

–

–

–

–

–

–

Stock issued for services – related party

–

–

–

–

–

–

Stock issued for services

–

–

–

–

–

–

Preferred stock issued for asset acquisitions

–

–

–

–

–

–

Net loss

–

–

–

–

–

–

Balance, December 31, 2022

1,000,000

$

1,000

1,833,000

$

1,883

158,000

$

159

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

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

6

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

(Unaudited)

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

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

7

STAR ALLIANCE INTERNATIONAL CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 1 – NATURE OF BUSINESS

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

GOING CONCERN

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

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

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

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

Use of Estimates

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

8

Reclassifications

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

Fair Value of Financial Instruments

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

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

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

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

Schedule of fair value, liabilities measured on recurring basis
At December 31, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,109,784
Total	$	–	$	–	$	1,109,784

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

9

NOTE 3 – AGREEMENTS TO ACQUIRE

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

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

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

· The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.

· An additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.

· Engagement of a patent attorney and payment for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.

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

10

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

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

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

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

NOTE 4 – PROPERTY AND EQUIPMENT

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

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

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

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

Schedule of assets stated at cost, less accumulated depreciation
	December 31, 2023		June 30, 2023
Mine Assets	$	450,000	$	450,000
Total	$	450,000	$	450,000

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

NOTE 5 – RELATED PARTY TRANSACTIONS

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

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

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

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

· For the period from August 1, 2022 to December 31, 2022, Mr. Carey received the base salary equal to $180,000;

· For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive the base salary equal to $240,000; and

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

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

· For the period from August 1, 2022 to December 31, 2022, Mr. Anish received the base salary equal to $120,000;

· For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive the base salary equal to $180,000; and

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

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

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

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

NOTE 6 – NOTES PAYABLE

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

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

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

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

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

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

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

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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, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.

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

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

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

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

_______________ 

(1) This note was repaid in cash.

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

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

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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 December 31, 2023, is as follows: 

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

NOTE 8 – PREFERRED STOCK

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

Series A Preferred Stock

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

Series B Preferred Stock

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

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

Series C Preferred Stock

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

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

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

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

NOTE 9 – COMMON STOCK

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

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

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

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

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

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

NOTE 10 – SUBSEQUENT EVENTS

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

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

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

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

FORWARD-LOOKING STATEMENTS

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

· statements of our goals, intentions and expectations;

· statements regarding our business plans, prospects, growth and operating strategies;

· statements regarding the quality of our loan and investment portfolios; and

· estimates of our risks and future costs and benefits.

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

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

· general economic conditions, either nationally or in our market area, that are worse than expected;

· our ability to access cost-effective funding;

· our ability to implement and change our business strategies;

· adverse changes in the securities markets;

· our ability to enter new markets successfully and capitalize on growth opportunities;

· our ability to retain key employees;

· material weakness or significant deficiency in our internal controls over financial reporting; and

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

Overview

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

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

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

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

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

· The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.

· An additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023, and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.

· Engagement of a patent attorney and pay for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.

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

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

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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 Purchase Agreement provides that each Purchase Notice may be for not less than $20,000 and not more than $75,000 worth of the Company’s Common Stock. The price per share of Common Stock shall be eighty-five percent (85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.

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

· The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company;

· The Company shall deliver to Keystone on the Commencement Date (as defined in the Purchase Agreement) the compliance certificate executed by the Company’s executive officer

· The initial registration statement, which covers the resale by Keystone of the Registrable Securities (as defined in the Registration Rights Agreement), including the Commitment Shares and the shares to be issued pursuant to the Purchase Notice,  shall have been declared effective under the Securities Act by the SEC, and Keystone shall be permitted to utilize the prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in that prospectus

· The applicable purchase price for each Purchase Notice must be not less than $0.01 per share

· At least five (5) trading days must have passed since the last Purchase Notice

· The Company’s Common Stock must be DWAC eligible

· Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock.

· Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to.

· Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA

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

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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 Memorandum of Understanding the parties executed on November 6, 2023.

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

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

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

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

Operating expenses

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

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

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

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

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

Other income (expense)

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

Net Loss

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

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

Operating expenses

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

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

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

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

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

Other income (expense)

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

Net Loss

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

Off-Balance Sheet Arrangements

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

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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, 2023, due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.

Changes in Internal Control over Financial Reporting

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

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

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

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

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

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

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

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

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

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

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Item 5. Other Information.

None.

Item 6. Exhibits.

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

Exhibit Description

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

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SIGNATURES

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

	Star Alliance International Corp.
Dated: February 14, 2024	By:	/s/ Richard Carey
		Richard Carey President and Chairman (Principal Executive Officer)

Dated: February 14, 2024	By:	/s/ Antony Anish
		Antony Anish Chief Financial Officer (Principal Financial and Accounting Officer)

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