Item 1. Financial Statements.
STAR ALLIANCE INTERNATIONAL CORP.
BALANCE SHEETS
(UNAUDITED)
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|
|
|
March 31,
2019
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June 30,
2018
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ASSETS
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|
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|
|
|
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Current assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
225
|
|
|
$
|
300
|
|
Total assets
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|
|
225
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|
|
|
300
|
|
|
|
|
|
|
|
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|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
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|
$
|
20,003
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|
|
$
|
-
|
|
Accrued expenses
|
|
|
2,065
|
|
|
|
20,182
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|
Note payable
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|
|
20,000
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|
|
|
-
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Note payable- to former related party
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|
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32,000
|
|
|
|
32,000
|
|
Due to related party
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|
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51,124
|
|
|
|
300
|
|
Due to former related party
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|
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42,651
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|
|
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42,651
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|
Total current liabilities
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|
|
167,843
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|
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95,133
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|
|
|
|
|
|
|
|
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Total liabilities
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|
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167,843
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|
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95,133
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Stockholders’ deficit:
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Common stock, $0.001 par value, 75,000,000 shares authorized, 35,450,000 and 35,450,000 shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively
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35,450
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|
|
|
35,450
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|
Additional paid-in capital
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|
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503,289
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|
|
|
503,289
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|
Accumulated deficit
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|
|
(706,357
|
)
|
|
|
(633,572
|
)
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Total stockholders’ deficit
|
|
|
(167,618
|
)
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|
|
(94,833
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
225
|
|
|
$
|
300
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|
The accompanying notes are an integral part of these unaudited financial statements.
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months
Ended
March 31,
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For the Nine Months
Ended March 31,
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2019
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|
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2018
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|
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2019
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|
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2018
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Operating expenses:
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General and administrative
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$
|
7,344
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|
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$
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-
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|
|
$
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16,950
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|
|
$
|
6,382
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|
Professional fees
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|
|
22,306
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|
|
|
-
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53,902
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40,500
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|
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|
|
|
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|
|
|
|
|
|
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Total operating expenses
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29,650
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|
|
|
-
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70,852
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|
|
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46,882
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|
|
|
|
|
|
|
|
|
|
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Loss from operations
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|
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(29,650
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)
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|
|
-
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|
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|
(70,852
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)
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|
|
(46,882
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)
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|
|
|
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|
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Other expense
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Interest expense
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(789
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)
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-
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(1,933
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)
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|
|
-
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|
Total other expense
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|
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(789
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)
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|
|
-
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|
(1,933
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)
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|
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-
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|
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|
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|
|
|
|
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Loss before provision for income taxes
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(30,439
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)
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|
-
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(72,785
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)
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|
|
(46,882
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)
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|
|
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Provision for income taxes
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|
-
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-
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|
-
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|
|
-
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss
|
|
$
|
(30,439
|
)
|
|
$
|
-
|
|
|
$
|
(72,785
|
)
|
|
$
|
(46,882
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted
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|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
Weighted average common shares outstanding – basic and diluted
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|
|
35,450,000
|
|
|
|
35,400,000
|
|
|
|
35,450,000
|
|
|
|
35,400,000
|
|
The accompanying notes are an integral part of these unaudited financial statements.
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2018
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|
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Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
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Shares
|
|
|
Amount
|
|
|
Capital
|
|
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Deficit
|
|
|
Total
|
|
Balance, June 30, 2017
|
|
|
35,400,000
|
|
|
$
|
35,400
|
|
|
$
|
478,339
|
|
|
$
|
(539,636
|
)
|
|
$
|
(25,897
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,171
|
)
|
|
|
(10,171
|
)
|
Balance, September 30, 2017
|
|
|
35,400,000
|
|
|
|
35,400
|
|
|
|
478,339
|
|
|
|
(549,807
|
)
|
|
|
(36,068
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(36,711
|
)
|
|
|
(36,711
|
)
|
Balance, December 31, 2017
|
|
|
35,400,000
|
|
|
|
35,400
|
|
|
|
478,339
|
|
|
|
(586,518
|
)
|
|
|
(72,779
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance, March 31, 2018
|
|
|
35,400,000
|
|
|
$
|
35,400
|
|
|
$
|
478,339
|
|
|
$
|
(586,518
|
)
|
|
$
|
(72,779
|
)
|
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2019
|
|
|
|
|
|
|
|
|
|
|
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Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance, June 30, 2018
|
|
|
35,450,000
|
|
|
$
|
35,450
|
|
|
$
|
503,289
|
|
|
$
|
(633,572
|
)
|
|
$
|
(94,833
|
)
|
Net loss
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
(22,810
|
)
|
|
|
(22,810
|
)
|
Balance, September 30, 2018
|
|
|
35,450,000
|
|
|
|
35,450
|
|
|
|
503,289
|
|
|
|
(656,382
|
)
|
|
|
(117,643
|
)
|
Net loss
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
(19,536
|
)
|
|
|
(19,536
|
)
|
Balance, December 31, 2018
|
|
|
35,450,000
|
|
|
|
35,450
|
|
|
|
503,289
|
|
|
|
(675,918
|
)
|
|
|
(137,179
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(30,439
|
)
|
|
|
(30,439
|
)
|
Balance, March 31, 2019
|
|
|
35,450,000
|
|
|
$
|
35,450
|
|
|
$
|
503,289
|
|
|
$
|
(706,357
|
)
|
|
$
|
(167,618
|
)
|
The accompanying notes are an integral part of these unaudited financial statements.
STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
|
|
|
|
For the Nine Months
Ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(72,785
|
)
|
|
$
|
(46,882
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
30,502
|
|
|
|
-
|
|
Accrued expenses
|
|
|
4,983
|
|
|
|
46,882
|
|
Net cash used in operating activities
|
|
|
(37,300
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds of borrowings from related party
|
|
|
61,041
|
|
|
|
-
|
|
Repayments to a related party
|
|
|
(23,816
|
)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
37,225
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(75
|
)
|
|
|
-
|
|
Cash at the beginning of period
|
|
|
300
|
|
|
|
-
|
|
Cash at the end of period
|
|
$
|
225
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH TRANSACTIONS
|
|
|
|
|
|
|
|
|
Operating expenses paid directly by related party
|
|
$
|
13,600
|
|
|
$
|
42,651
|
|
Note issued to settle unpaid legal fees
|
|
$
|
20,000
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these unaudited financial statements.
Star Alliance International Corp
.
Notes to Financial Statements
March 31
, 2019
(Unaudited)
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 the purpose of acquiring and developing gold mining as well as certain other mining properties worldwide.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations 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 ended June 30, 2018, have been omitted.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of liabilities, and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time, however, actual results could differ materially from those estimates.
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 financial statements, the Company has an accumulated deficit of $706,357 and negative working capital of $167,618 as of March 31, 2019. For the nine months ended March 31, 2019 the Company had a net loss of $72,785 with $37,300 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
As of March 31, 2019 and June 30, 2018, the amount due to a former related party was $42,651 as operating expenses of $42,651 were paid by Kok Chee Lee, the former CEO and Director of the Company, on behalf of the Company. The borrowing is unsecured, non-interest-bearing and due on demand.
During the nine months ended March 31, 2019 the Company borrowed $61,041 from our Chairman of which $23,816 was repaid. In addition, the Chairman directly paid for $13,600 of operating expenses. As of March 31, 2019, and June 30, 2018, the Company owed $51,124 and $300, respectively. All funds were borrowed to pay for general operating expenses, are unsecured, non-interest bearing and due on demand.
The Company is using Richard Carey’s, Chairman of the Board, office space at no cost to the Company.
NOTE 5 – NOTES PAYABLE
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 March 31, 2019, there is $1,333 of accrued interest due on the note. The note is past due and in default.
On October 15, 2018, the Company executed a promissory note for $20,000, for amounts previously accrued and payable to the Company’s former attorney. The note bears interest at 8% and is due on October 15, 2019. As of March 31, 2019, there is $732 of accrued interest due on the note.
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 statements 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 incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada. Our prior business plans, which generated limited or no earnings, included interior decorating products, and a travel and tourism service.
On May 14, 2018, Richard Carey our President and Chairman of the Board, acquired 22,000,000 shares of common stock of the Company, representing 62.15% ownership of the Company which constitutes control. Mr. Carey accepted the positions of President and Chairman of the Board on the same day.
On May 17, 2018, Mr. Carey appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.
In August 14, 2018, the Company entered into an Exclusive Option Agreement (the “Agreement”) with Starving Lion, Inc. (“Lion”). Under the Agreement, the Company has been granted the exclusive option, for a period of six (6) months, to acquire certain assets from Starving Lion, Inc. specified under the June 4, 2018 Letter of Intent.
The required purchase price for the Starving Lion, Inc. assets will be $1,000,000 cash, together with the issuance to Lion of new common and/or preferred stock to represent fifty-eight percent (58%) of the Company’s issued and outstanding common stock on a fully-diluted, post-closing basis.
The letter of Intent with Starving Lion, Inc. was allowed to expire as the Company had signed another letter of Intent as described below. The Company may consider new negotiations with Starving Lion, Inc. in the future.
On October 25, 2018, the Company entered into a Letter of Intent with Troy Mining Corporation. Troy is the owner of 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California, in Mariposa County. Troy also owns a production processing mill together with related equipment and buildings. Under the LOI, we have reached an agreement to purchase 85% of the outstanding capital stock of Troy for a total purchase price of $500,000 to be paid to its two majority shareholders. Troy is a privately held corporation with 13 minority shareholders. The LOI sets forth proposed terms for our acquisition of the minority holdings by an exchange of shares of our common stock for the remaining shares in Troy. All such further acquisitions will subject to the agreement of the relevant minority shareholders.
Under the LOI, the $500,000 to be paid for 85% of Troy’s stock shall be paid on the following schedule:
|
·
|
$50,000 to be paid upon execution of the definitive purchase agreement;
|
|
·
|
$50,000 to be paid within 60 days of the closing of the definitive agreement; and
|
|
·
|
$25,000 per month for the succeeding 16 months
|
Our acquisition of controlling interest in Troy will be subject to the successful negotiation and execution of a definitive purchase agreement, and will be contingent upon us obtaining financing sufficient to pay the purchase price. In addition, if the acquisition is closed, our ability to pursue continued gold mining operations on Troy’s properties in California will be contingent on securing sufficient debt and/or equity financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
In the event that the Company is able to acquire the above assets, its business focus will shift to the pursuit of mining. The Company’s ability to successfully acquire the above assets is contingent upon obtaining additional financing sufficient to pay the cash portion of the purchase price. As of the current date no assets have been transferred as the Company is still in the due diligence period.
Results of Operations for the Three Months Ended March 31, 2019 and 2018
Operating expenses
General and administrative expenses were $7,344 for the three months ended March 31, 2019, compared to $0 for the three months ended March 31, 2018, an increase of $7,344. The increase is due to an increase in activity associated with the new management and focus of the business.
Professional fees were $22,306 for the three months ended March 31, 2019, compared to $0 for the three months ended March 31, 2018, an increase of $22,306. Professional fees consist mainly of legal, accounting and audit expense. The increase in professional fees is due to an increase in all professional fees in the current period compared to the prior period.
Other income (expense)
For the three months ended March 31, 2019, we had interest expense of $789, compared to interest expense of $0 for the three months ended March 31, 2018. Interest expense is being incurred on two promissory notes (Note 5) that we did not have in the prior period.
Net Loss
Net loss for the three months ended March 31, 2019 was $30,439 compared to $0 for the three months ended March 31, 2018.
Results of Operations for the Nine Months Ended March 31, 2019 and 2018
Operating expenses
General and administrative expenses were $16,950 for the nine months ended March 31, 2019, compared to $6,382 for the nine months ended March 31, 2018, an increase of $10,568 or 165.5%. The increase is due to an increase in activity associated with the new management and focus of the business.
Professional fees were $53,902 for the nine months ended March 31, 2019, compared to $40,500 for the nine months ended March 31, 2018, an increase of $13,402 or 33%. Professional fees consist mainly of legal, accounting and audit expense. The increase in professional fees is due to an increase in legal fees in the current period compared to the prior period.
Other income (expense)
For the nine months ended March 31, 2019, we had interest expense of $1,933, compared to interest expense of $0 for the nine months ended March 31, 2018. Interest expense is being incurred on two promissory notes (Note 5) that we did not have in the prior period.
Net Loss
Net loss for the nine months ended March 31, 2019 was $72,785 compared to $46,882 for the nine months ended March 31, 2018 due to the decrease in expenses as discussed above.
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 financial statements, the Company has an accumulated deficit of $706,357 and negative working capital of $167,618 as of March 31, 2019. For the nine months ended March 31, 2019 the Company had a net loss of $72,785 with $37,300 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities was $37,300 during the nine months ended March 31, 2019 compared to $0 in the prior period.
Net cash provided by financing activities was $37,225 and $0 for the nine months ended March 31, 2019 and 2018, respectively. Proceeds from financing were from advances from our Chairman (Note 4).
Over the next twelve months, we expect our principle source of liquidity will be dependent on borrowings from related parties.
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.
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 of 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.