Notes to Financial Statements
September 30, 2020
(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 mines 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 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, 2020, have
been omitted.
Use of Estimates
The preparation of the unaudited 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 unaudited financial
statements, the Company has an accumulated deficit of $2,856,191 and negative working capital of $621,778 as of September 30, 2020. For
the three months ended September 30, 2020 the Company had a net loss of $186,417, with $93,087 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 – ACQUISITION
On August
13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under
the APA, the company acquired 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California,
in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims.
In exchange for the mining claims and related assets, the company agreed to issue 1,833,000 shares of a new class of preferred
stock designated Series B Preferred Stock; and agreed to make total cash payments in the amount of $500,000 under a Promissory Note (the
“Purchase Note”).
Under the Purchase Note, we paid $50,000 at the
time of the closing, and are required to pay an additional $50,000 within sixty days of the closing, and $25,000 every other month thereafter,
with the entire remaining amount due no later than March 31, 2020. In the event of default under the Purchase Note, all assets acquired
under the APA will be forfeited back to Troy. We are current on all the terms of the agreement.
On October 9, 2019, a contract extension was agreed
between Star Alliance International Corporation and Troy Mining Corporation. The agreement gives the Company 150 days to file an S-1 registration
statement and obtain approval for the shares that are to be issued to the Troy shareholders to become free trading. The S-1 registration
was filed on August 14, 2020.
On July 14, 2020 a contract extension was agreed
between Star Alliance International Corporation and Troy Mining Corporation. The agreement provides for a sixty-day extension on the loan
agreement with Troy Mining Corporation and also an extension to file the S1 registration.
As of September 30, 2020, the balance on this
note is $345,000.
NOTE 5 – RELATED PARTY TRANSACTIONS
As of September 30, 2020 and June 30, 2020, the
Company owes Anthony Anish, a board member, $0 and $1,976 for expense reimbursement.
On August 1, 2019, employment agreements for Richard
Carey, John Baird and Anthony Anish were signed providing for annual salaries of $120,000 per annum for Richard Carey and $60,000 for
John Baird and Anthony Anish. As of September 30, 2020, the Company has accrued compensation due to Mr. Carey of $0, Mr. Baird of $60,000
and Mr. Anish of $39,076. As of June 30, 2020, the Company has accrued compensation due to Mr. Carey of $46,360, Mr. Baird of $55,000
and Mr. Anish of $43,000. Mr. Baird resigned his position on August 12, 2020.
Mr. Carey is using his personal office space at
no cost to the Company.
As of September 30, 2020, the Company owes NewMarket
Financial Services, Inc. $13,635, for reimbursement for payment of company expenses. The advance is non-interest bearing and due on demand.
NewMarket Financial Services, Inc. is owned by Mr. Anish.
NOTE 6 – NOTES PAYABLE
As of September 30, 2020 and June 30, 2019, 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 September 30, 2020 and June 30, 2019, there is $3,739 and $1,732, respectively, of accrued interest due on the note. The note is
past due and in default.
On October
15, 2018, the Company executed a promissory note for $20,000, for amounts previously accrued and payable to the Company’s former
attorney. The note bears interest at 8% and was due on October 15, 2019. As of September 30, 2020, and June
30, 2019, there is $0 and $0 and $20,000 and $1,131, respectively, of principal and accrued
interest due on the note.
On June 11, 2019, the company executed a promissory
note with Troy for $500,000 (Note 7). The Company paid the initial $50,000 due on the note on August 13, 2019 and $35,000 as of December
31, 2019. As September 30, 2020 there is $345,000 due on this note.
On June 26, 2020, an individual loaned the Company
$25,000, $6,000 of which was converted into 600,000 shares of common stock on July 27, 2020. As of September 30, 2020, there is $19,000
and $551 of principal and interest due on this loan, respectively.
During the quarter ended September 30, 2020,
notes payable increased by $106,500. This amount was made up of six individual convertible notes with conversion rights at the end of
a six month period. Interest accrues at 10% per annum. It is expected that all parties will convert their notes to stock following the
end of their six month hold period.
NOTE 7 – 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 and 1,900,000 shares are designated as
Series B Preferred Stock.
Series A Preferred Stock
Each Share of Series A preferred stock shall have
500 votes per share and each share can be converted into 500 shares of common stock.
The holders of the Series A preferred stock are
not entitled to dividends.
On July 2, 2020, the Board granted all 1,000,000
shares of the Series A preferred stock to the Company’s Chairman and CEO, Richard Carey, in conversion of $68,556 of accrued compensation.
Series B Preferred Stock
Only one person or entity, is entitled to be designated
as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the
Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance
by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof,
to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock shall have one
vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at
the rate of two Common Shares for each one B Preferred stock.
In conjunction with the APA with Troy, the company
issued 1,833,000 shares of Series B Preferred Stock, the shares were valued at $0.002 or $7,532 as if they had been converted into 3,666,000
shares of common stock.
On October 9, 2019, the parties have agreed to
extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders
and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration
statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the
same.
NOTE 8 – COMMON STOCK
During the three months ended September 30, 2020,
the Company granted 1,250,000 shares of common stock for services. The shares were valued at $0.02 per share for total non-cash expense
of $25,000.
During the three months ended September 30, 2020,
the Company issued 1,375,000 shares of common stock in conversion of a $83,500 of principal. The Company recognized a $46,200 loss on
the conversion.
During the three months ended September 30, 2020,
the Company sold 1,515,000 shares of common stock for total cash proceeds of $18,000.
NOTE 9 – 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 available to be issued
and has determined that the following material events have occurred.
On October 14, 2020, Mr. Fernando Godina was appointed
Executive Vice President of Operations and a Director of the Company.
On January 1, 2021 the employment agreements for
Richard Carey and Anthony Anish were updated to include salaries of $180,000 and $120,000 per annum respectively. All other terms of the
new agreements remained the same as previously.
On February 16, 2021, a contract extension for
ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $40,000 was made
by Star Alliance that reduces the final amount due to Troy Mining Corporation. The balance due Troy Mining Corporation after this payment
is $305,000.
On April 22, 2021, the company withdrew it’s S 1 registration.
The Board of the Company felt that the Company needed to complete a new NI 43-101 appraisal of the gold reserves to be able to answer
the SEC comments completely and as this appraisal was previously planned for, it was felt that it would make sense to refile after that
valuation is completed.
Subsequent to September 30, 2020, the Company sold 10,906,250
shares of common stock for total cash proceeds of $160,500.