Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

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 September 30, 2023

☐ 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 x

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

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

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

As of November 20, 2023, there were 471,086,221 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

STAR ALLIANCE INTERNATIONAL CORP.

FORM 10-Q

Quarterly Period Ended September 30, 2023

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

Item 1	Financial Statements		3
	Balance Sheets as of September 30, 2023 (unaudited) and June 30, 2022 (audited)		3
	Statements of Operations for the Three Months ended September 30, 2023 and 2022 (Unaudited)		4
	Statements of Changes in Stockholders’ Deficit for the Three Months ended September 30, 2023 and 2022 (Unaudited)		5
	Statements of Cash Flows for the Three Months ended September 30, 2023 and 2022 (Unaudited)		6
	Notes to the Financial Statements (Unaudited)		7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4	Controls and Procedures		20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		22
Item 1A	Risk Factors		22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3	Defaults Upon Senior Securities		23
Item 4	Mine Safety Disclosures		23
Item 5	Other Information		23
Item 6	Exhibits		24

SIGNATURES			26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS


	September 30, 2023			June 30, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	13,529		$	4,391
Prepaids and other assets		482,500			482,500
Total current assets		496,029			486,891

Property and equipment		450,000			450,000
Mining claims		57,532			57,532
Total other assets		507,532			507,532

Total Assets	$	1,003,561		$	994,423

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	117,823		$	110,565
Accrued expenses		85,803			75,681
Due to related parties		54,381			55,654
Accrued compensation		439,353			346,060
Notes payable		227,851			202,051
Convertible notes payable, net of discount of $56,197 and $105,354, respectively		411,411			396,652
Derivative liability		1,013,959			1,010,145
Total current liabilities		2,350,581			2,196,808

Total Liabilities		2,350,581			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, 88,812 and 163,950 shares issued and outstanding, respectively		90			165
Common stock, $0.001 par value, 500,000,000 shares authorized, 308,156,163 and 227,097,537 shares issued and outstanding, respectively		308,156			227,098
Additional paid-in capital		24,308,367			24,171,513
Common stock to be issued		10,000			–
Stock subscription receivable		(56,250	)		(56,250	)
Accumulated deficit		(25,920,266	)		(25,547,794	)
Total stockholders’ (deficit) equity		(1,347,020	)		(1,202,385

Total liabilities and stockholders’ deficit	$	1,003,561		$	994,423

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

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF OPERATIONS

(Unaudited)


	For the Three Months Ended September 30,
	2023			2022
Operating expenses:
General and administrative	$	20,415		$	568,444
Professional fees		3,000			–
Consulting		–			579,375
Director compensation		–			4,410,000
Officer compensation		105,000			1,445,000

Total operating expenses		128,415			7,002,819

Loss from operations		(128,415	)		(7,002,819	)

Other expense:
Interest expense		(64,623	)		(135,655	)
Change in fair value of derivative		(36,159	)		(238,205	)
Loss on conversion of debt		(2,422	)		–
Loss on conversion of preferred stock		(140,853	)		–
Total other expense		(244,057	)		(373,860	)

Loss before provision for income taxes		(372,472	)		(7,376,679	)

Provision for income taxes		–			–

Net loss	$	(372,472	)	$	(7,376,679	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.04	)
Weighted average common shares outstanding – basic and diluted		245,125,335			170,041,289

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

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

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


	Common Stock				Additional Paid-in		Common 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		308,156,153	$	308,156	$	24,308,367	$	10,000	$	(56,250	)	$	(25,920,266	)	$	(1,347,020	)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Amount

Balance, June 30, 2022

1,000,000

1,000

1,833,000

1,883

207,500

208

Preferred stock sold for cash

–

46,500

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


	Common Stock				Additional Paid-in		Stock Subscription			Accumulated
	Shares		Amount		Capital		Receivable			Deficit			Total
Balance, June 30, 2022		162,788,028	$	162,788	$	16,384,983	$	(50,000	)	$	(15,058,400	)	$	(1,442,462	)
Preferred stock sold for cash		–		–		46,453		–			–			46,500
Stock sold for cash		50,000		50		6,200		(6,250	)		–			–
Stock issued for services – related party		20,000,000		20,000		5,730,000		–			–			5,750,000
Net loss		–		–		–		–			(7,376,679	)		(7,376,679	)
Balance, September 30, 2022		182,838,028	$	182,838	$	22,167,636	$	(56,250	)	$	(22,435,079	)	$	(137,717	)

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

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

(Unaudited)


	For the Three Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(372,472	)	$	(7,376,679	)

Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid stock issued for services		–			1,081,041
Common stock issued for services - related party		–			5,750,000
Loss on conversion of debt		2,422			–
Loss on conversion of preferred stock		140,853			–
Change in fair value of derivative		36,159			238,205
Debt discount amortization		49,157			114,583
Changes in assets and liabilities:
Prepaids and other assets		–			16,712
Accounts payable		7,258			2,167
Accrued expenses		17,941			20,548
Accrued expenses – related party		(1,273	)		15,316
Accrued compensation		93,293			32,688
Net cash used in operating activities		(26,662	)		(105,419	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		–			–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		10,000			–
Proceeds from the sale of preferred stock		–			46,500
Proceeds from notes payable		25,800			–
Payment on notes payable		–			(5,881	)
Net cash provided by financing activities		35,800			40,619

Net change in cash		9,138			(64,800	)
Cash at the beginning of period		4,391			71,724
Cash at the end of period	$	13,529		$	6,924

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

NON-CASH TRANSACTIONS:
Conversion of debt	$	39,203		$	97,154

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

STAR ALLIANCE INTERNATIONAL CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 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.

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 September 30, 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.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended September 30, 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 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:


At September 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,013,959
Total	$	–	$	–	$	1,013,959

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

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $25,920,266 as of September 30, 2023. For the period ended September 30, 2023, the Company had a net loss of $372,472 and used $26,662 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

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

NOTE 4 – AGREEMENTS TO ACQUIRE

Share Purchase Agreements with Juan Lemus for the proposed acquisitions of 51% ownership in Commsa and Lion Works.

On December 15, 2021, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Commsa. The Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 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 Share Purchase Agreement; however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the Commsa Acquisition.

On August 14, 2023, the Company and Juan Lemus executed an addendum to the Share Exchange Agreement (the which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. The first addendum provides that if the Company does not comply with these obligations set forth in the Addendum until September 30, 2023, the Share Purchase Agreement will be null and void. On September 28, 2023, the parties executed the second addendum, extending the timing of the Company’s payment from September 30, 2023 to December 31, 2023.

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

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

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

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

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

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

NOTE 5 – PROPERTY AND EQUIPMENT

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

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

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

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


	September 30, 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 6 – 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.

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 September 30, 2023, the Company owes Mr. Anish a total of $41,715.

As of September 30, 2023, the Company owes Themis Glatman, Director, $2,500, for a short-term advance used to pay for Company expenses and $5,000 for rent expense arising from a prior rental agreement with the company.

As of September 30, 2023, the Company owes Mr. Anish, $5,166, for expense reimbursement.

NOTE 7 – NOTES PAYABLE

As of September 30, 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 September 30, 2023 and June 30, 2023, there is $8,562 and $6,562, respectively, of accrued interest due on the note. The note is past due and in default.

As of September 30, 2023 and June 30, 2023, the Company owes various other individuals and entities $153,200 and $127,400, respectively. All the loans are non-interest bearing and due on demand.

NOTE 8 - CONVERTIBLE NOTES

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 at maturity on July 31, 2022. The Note is secured by a security interest and 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 $39,300 of the $75,000 into 7,000,000 shares of common stock.

On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”). The note is convertible at the lessor of 1) $0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.

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

On June 8, 2023, the Company executed a 9% convertible promissory note with 1800 Diagonal Lending, LLC (“1800 Diagonal”). The note is convertible at a price per share equal to 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 September 30, 2023:

Schedule of convertible notes
Note Holder	Date	Maturity Date	Interest		Balance June 30, 2023			Additions		Conversions			Balance September 30, 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			–		–			35,700
1800 Diagonal Lending, LLC	6/8/2023	3/8/2024		9%		57,750			–		–			57,750
Total					$	502,006		$	–	$	(34,398	)	$	467,608
Less debt discount					$	(105,354	)						$	(56,197	)
Convertible notes payable, net					$	396,652							$	411,411

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

Balance at June 30, 2023	$	1,010,145
Increase to derivative due to new issuances		–
Decrease to derivative due to conversion		(32,345	)
Derivative loss due to mark to market adjustment		36,159
Balance at September 30, 2023	$	1,013,959

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 September 30, 2023, is as follows:

Schedule of fair value assumptions
Inputs	September 30, 2023		Initial Valuation
Stock price	$	0.0011	$	0.015 - 0.42
Conversion price	$	0.0004 - 0.00005	$	0.015 - 0.2995
Volatility (annual)		210.61% - 235.86%		265.91% - 381.28%
Risk-free rate		5.53% – 5.55%		0.59% - 5.12%
Dividend rate		–		–
Years to maturity		.25 - 0.58		0.34 - 1

NOTE 9 – PREFERRED STOCK

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

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, the Company sold 268,200 shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.

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.

NOTE 10 – COMMON STOCK

During the three months ended September 30, 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 three months ended September 30, 2023, AES converted $12,500 of its note payable along with $684 of accrued interest into 6,105,029 shares of common stock.

NOTE 11 – 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., Management has determined that no material subsequent events exist other than the following:

1/. The company appointed GreenGrowth CPA’s as its new auditors on October 30, 2023

2/. The company signed a memorandum of Understanding with the Knightsbridge Group on November 7, 2023. This document outlines the mutual intentions of the Parties to collaborate and leverage their respective strengths to achieve the following objectives:

Market Expansion in Asia: Knightsbridge will assist STAL in identifying and tapping into new investor markets in Asia. This includes providing market research, strategy development, and networking to facilitate STAL's investor outreach.

	2.	Development of Gold-Backed Digital Asset: Knightsbridge will develop and issue a DGC (Digital Gold Coin) backed by STAL’s gold assets.

	3.	Exploration of Digital Asset Opportunities: Knightsbridge will work with STAL to explore additional opportunities related to digital assets, equity, and derivatives that can enhance STAL's financial standing and growth.

	4.	Legal Representation: Knightsbridge will provide legal representation and advisory services to STAL in Asian markets and with foreign regulators, ensuring that STAL operates within the regulatory framework and remains compliant with applicable laws.

	5.	Equity Issuance: In consideration of the services provided by Knightsbridge, STAL will issue 50,000 shares of Preferred D and 48,000,000 shares of common to Knightsbridge Group. In addition, STAL will allow Knightsbridge to retain 10% of the DGC (Digital Gold Coin) which will be developed and issued specifically for this project.

The definitive agreements still need to be finalized together with the terms of the series D Preferred stock.

3/. On November 17, 2023 Star repaid existing and outstanding convertible debt to Geneva Roth and 1800 Diagonal repaying in full the balance due on these notes.

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 Annual Report.

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

·	general economic conditions, either nationally or in our market area, that are worse than expected;
·	our ability to access cost-effective funding;
·	our ability to implement and change our business strategies;
·	adverse changes in the securities markets;
·	our ability to enter new markets successfully and capitalize on growth opportunities;
·	our ability to retain key employees;
·	material weakness or significant deficiency in our internal controls over financial reporting; and

Our results may be materially different from those indicated by these forward-looking statements. Given these uncertainties, readers of this 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 Annual Report, we have not commenced our mining operations. We anticipate starting our mining operations in 2024. We are also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. At this time, the Company is negotiating the terms of these potential acquisitions and once these terms are finalized, we will enter into one or more definitive agreements.

The Company requires substantial funding and additional work to implement its business plan with respect to its mining properties, including the acquisitions of 51% ownership in both (a) Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). and (b) Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works. If we complete these acquisitions and acquire the intellectual property rights to Genesis, we will grow our business and will be able to build a number of Genesis plants that can be placed in customer mining sites including our own Troy mining site. After we complete these acquisitions, we also need to purchase the equipment necessary and obtain a final mining permit, to start operation in Honduras and to use Genesis technology.

Share Purchase Agreements with Juan Lemus for the proposed acquisitions of 51% ownership in Commsa and Lion Works.

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

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

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

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.

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 resigned as the Company’s independent registered public accounting firm. The reports of Gries regarding the Company’s financial statements for the fiscal years ended June 30, 2023 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern. On October 30, 2023, the Company appointed GreenGrowth CPAs (“GreenGrowth”), as the Company’s independent registered public accountant firm for the year ending June 30, 2024, effective immediately.

On November 7, 2023, the company signed a Memorandum of Understanding with the Knightsbridge Group. This document outlines the mutual intentions of the Parties to collaborate and leverage their respective strengths to achieve objectives in the Asian market. The definitive agreements still need to be finalized together with the terms of the series D Preferred stock.

Results of Operations for the Three Months Ended September 30, 2023 as Compared to the Three Months Ended September 30, 2022

Operating expenses

General and administrative expenses (“G&A”) were $20,415 for the three months ended September 30, 2023, compared to $568,444 for the three months ended September 30, 2022, a reduction of $548,029. 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. And in general

Professional fees were $3,000 for the three months ended September 30, 2023, compared to $0 for the three months ended September 30, 2022, an increase of $3,000. Professional fees consist mainly of legal, accounting and audit expense. The increase in the current period is due to payments to the auditors during the period

Consulting fees were $0 for the three months ended September 30, 2023, compared to $579,375 for the three months ended September 30, 2022. The reduction of $579,375 was mainly due to a reduction in non cash expenses during the period.

Director compensation was $0 and $4,410,000 for the three months ended September 30, 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 $105,000 and $1,445,000 for the three months ended September 30, 2023and 2022 respectively. The reduction in compensation is due to the fact that no non cash payments in the form of shares in the Company were made to officers during the period. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The reduction of $772,500 in officer compensation was mainly due to the elimination of non-cash stock compensation expenses.

Other income (expense)

For the three months ended September 30, 2023 and 2022, we had interest expense of $64,623 and $115,655 respectively. The reduction in interest expense was due to lower interest due on loans to the company as debt is being repaid.

Net Loss

Net loss for the three months ended September 30, 2023 was $372,472 compared to $7,376,679 for the three months ended September 30, 2022. The large decrease in our net loss is due to the elimination of non-cash stock compensation expense during the period.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $25,920,266 as of September 30, 2023. For the three months ended September 30, 2023, the Company had a net loss of $372,472, which included the loss on conversion of preferred stock and derivatives associated with convertible debt. We used ($26,662) 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 $(26,662) during the three months ended September 30, 2023, compared to $(105,419) in the three months ended September 30, 2022. We had a loss on conversion of preferred stock in the amount of $140,853.

Net cash provided by financing activities was $35,800 and $40,619 for the three months ended March 31, 2023 and 2022, respectively. In the three months ended September 30, 2023 and 2022 we received $0 and $46,500 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.

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 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 September 30, 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 September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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 July 11, 2023, the Company issued 2,354,717 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $12,480.00 convertible promissory note.

On July 27, 2023, the Company issued 3,391,304 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $15,600 convertible promissory note.

On August 16, 2023, the Company issued 3,265,460 Shares of common stock were converted to Fast Capital, LLC. as a conversion of the $6,397 convertible promissory note.

On August 16, 2023, the Company issued 4,105,263 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $15,600 convertible promissory note.

On September 1, 2023, the Company issued 6,500,000 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $10,400 convertible promissory note.

On September 5, 2023, the Company issued 1,583,092 Shares of common stock to AES Capital Management, LLC as a conversion of the $5,000 convertible promissory note.

On September 8, 2023, the Company issued 7,240,802 Shares of common stock to Fast Capital, LLC as a conversion of the $9,555 convertible promissory note.

On September 5, 2023, the Company issued 4,521,937 Shares of common stock to AES Capital Management, LLC. as a conversion of the $10,825 convertible promissory note.

On September 15, 2023, the Company issued 11,076,051 shares of common stock to Fast Capital, LLC as a conversion of the $5,947 convertible promissory note.

On September 15, 2023, the Company issued 9,200,000 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $5,980 convertible promissory note.

On September 27, 2023, the Company issued 13,900,000 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $9,035 convertible promissory note.

On September 28, 2023, the Company issued 13,920,000 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $9,048 convertible promissory note.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

Exhibit

Description

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

_________________

* Filed Herewith.

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: November 20, 2023	By:	/s/ Richard Carey
		Richard Carey President and Chairman (Principal Executive Officer)



Dated: November 20, 2023	By:	/s/ Antony Anish
		Antony Anish Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Richard Carey, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

/s/ Richard Carey
Richard Carey
President/Chairman

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Anthony L. Anish, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2023

/s/ Anthony L. Anish
Anthony L. Anish
Chief Financial Officer

(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Alliance International Corp. (“the Company”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date of hereof (the “Report”), we, Richard Carey, President and Chairman of the Company, and Anthony L. Anish, Chief Financial Officer, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Richard Carey
	Richard Carey
	President/Chairman
	(Principal Executive Officer)

Date: November 20, 2023

By:	/s/ Anthony L. Anish
	Anthony L. Anish
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: November 20, 2023

EXHIBIT 32.2

Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U. S. C. Section 1350, I, Anthony L. Anish, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Star Alliance International Corp. for the fiscal quarter ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Star Alliance International Corp.

Date: November 20, 2023		/s/ Anthony L. Anish
		Anthony L. Anish
		Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Star Alliance International Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Star Alliance International Corp. specifically incorporates it by reference.

Cover - shares	3 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	333-197692
Entity Registrant Name	STAR ALLIANCE INTERNATIONAL CORP.
Entity Central Index Key	0001614556
Entity Tax Identification Number	37-1757067
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5743 Corsa Avenue
Entity Address, Address Line Two	Suite 218
Entity Address, City or Town	Westlake Village
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91362
City Area Code	833
Local Phone Number	443-7827
Title of 12(b) Security	Common
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		471,086,221

BALANCE SHEETS - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Current assets:
Cash	$ 13,529	$ 4,391
Prepaids and other assets	482,500	482,500
Total current assets	496,029	486,891
Property and equipment	450,000	450,000
Mining claims	57,532	57,532
Total other assets	507,532	507,532
Total Assets	1,003,561	994,423
Current liabilities:
Accounts payable	117,823	110,565
Accrued expenses	85,803	75,681
Due to related parties	54,381	55,654
Accrued compensation	439,353	346,060
Notes payable	227,851	202,051
Convertible notes payable, net of discount of $56,197 and $105,354, respectively	411,411	396,652
Derivative liability	1,013,959	1,010,145
Total current liabilities	2,350,581	2,196,808
Total Liabilities	2,350,581	2,196,808
COMMITMENTS AND CONTINGENCIES (see footnotes)
Stockholders’ Equity (Deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 308,156,163 and 227,097,537 shares issued and outstanding, respectively	308,156	227,098
Additional paid-in capital	24,308,367	24,171,513
Common stock to be issued	10,000	0
Stock subscription receivable	(56,250)	(56,250)
Accumulated deficit	(25,920,266)	(25,547,794)
Total stockholders’ (deficit) equity	(1,347,020)	(1,202,385)
Total liabilities and stockholders’ deficit	1,003,561	994,423
Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	0	0
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	1,000	1,000
Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	1,883	1,883
Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	$ 90	$ 165

BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Convertible notes payable, net of discount	$ 56,197	$ 105,354
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	308,156,163	227,097,537
Common stock, shares outstanding	308,156,163	227,097,537
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,900,000	1,900,000
Preferred stock, shares issued	1,833,000	1,833,000
Preferred stock, shares outstanding	1,833,000	1,833,000
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	88,812	163,950
Preferred stock, shares outstanding	88,812	163,950

STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
STATEMENT OF OPERATIONS (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
General and administrative	$ 20,415	$ 568,444
Professional fees	3,000	0
Consulting	0	579,375
Director compensation	0	4,410,000
Officer compensation	105,000	1,445,000
Total operating expenses	128,415	7,002,819
Loss from operations	(128,415)	(7,002,819)
Other expense:
Interest expense	(64,623)	(135,655)
Change in fair value of derivative	(36,159)	(238,205)
Loss on conversion of debt	(2,422)	0
Loss on conversion of preferred stock	(140,853)	0
Total other expense	(244,057)	(373,860)
Loss before provision for income taxes	(372,472)	(7,376,679)
Provision for income taxes	0	0
Net loss	$ (372,472)	$ (7,376,679)

STATEMENT OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net loss per common share - basic	$ (0.00)	$ (0.04)
Net loss per common share - diluted	$ (0.00)	$ (0.04)
Weighted average common shares outstanding - basic	245,125,335	170,041,289
Weighted average common shares outstanding - diluted	245,125,335	170,041,289

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Series A Preferred Stocks [Member]	Series B Preferred Stocks [Member]	Series C Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock To Be Issued [Member]	Stock Subscription Receivable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2022	$ 1,000	$ 1,883	$ 208	$ 162,788	$ 16,384,983		$ (50,000)	$ (15,058,400)	$ (1,442,462)
Shares outstanding, beginning balance at Jun. 30, 2022	1,000,000	1,833,000	207,500	162,788,028
Preferred stock sold for cash			$ 47		46,453				46,500
Preferred stock sold for cash, shares			46,500
Stock sold for cash				$ 50	6,200		(6,250)
Stock sold for cash, shares				50,000
Stock issued for services – related party				$ 20,000	5,730,000				5,750,000
Stock issued for services - related party, shares				20,000,000
Net loss								(7,376,679)	(7,376,679)
Ending balance, value at Sep. 30, 2022	$ 1,000	$ 1,883	$ 255	$ 182,838	22,167,636		(56,250)	(22,435,079)	(137,717)
Shares outstanding,ending balance at Sep. 30, 2022	1,000,000	1,833,000	254,000	182,838,028
Beginning balance, value at Jun. 30, 2023	$ 1,000	$ 1,883	$ 165	$ 227,098	24,171,513		(56,250)	(25,547,794)	(1,202,385)
Shares outstanding, beginning balance at Jun. 30, 2023	1,000,000	1,833,000	163,950	227,097,537
Stock issued for debt				$ 27,687	48,758				76,445
Stock issued for debt, shares				27,687,342
Preferred stock converted to common stock			$ (75)	$ 53,371	88,096				141,392
Preferred stock converted to common stock, shares			(75,138)	53,371,284
Stock sold for cash						10,000			10,000
Net loss								(372,472)	(372,472)
Ending balance, value at Sep. 30, 2023	$ 1,000	$ 1,883	$ 90	$ 308,156	$ 24,308,367	$ 10,000	$ (56,250)	$ (25,920,266)	$ (1,347,020)
Shares outstanding,ending balance at Sep. 30, 2023	1,000,000	1,833,000	88,812	308,156,153

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (372,472)	$ (7,376,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid stock issued for services	0	1,081,041
Common stock issued for services - related party	0	5,750,000
Loss on conversion of debt	2,422	(0)
Loss on conversion of preferred stock	140,853	(0)
Change in fair value of derivative	36,159	238,205
Debt discount amortization	49,157	114,583
Changes in assets and liabilities:
Prepaids and other assets	0	16,712
Accounts payable	7,258	2,167
Accrued expenses	17,941	20,548
Accrued expenses – related party	(1,273)	15,316
Accrued compensation	93,293	32,688
Net cash used in operating activities	(26,662)	(105,419)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock	10,000	0
Proceeds from the sale of preferred stock	0	46,500
Proceeds from notes payable	25,800	0
Payment on notes payable	0	(5,881)
Net cash provided by financing activities	35,800	40,619
Net change in cash	9,138	(64,800)
Cash at the beginning of period	4,391	71,724
Cash at the end of period	13,529	6,924
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH TRANSACTIONS:
Conversion of debt	$ 39,203	$ 97,154

NATURE OF BUSINESS

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS

NOTE 1 – NATURE OF BUSINESS

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

Use of Estimates

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended September 30, 2023.

Fair Value of Financial Instruments

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


At September 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,013,959
Total	$	–	$	–	$	1,013,959

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

GOING CONCERN

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

AGREEMENTS TO ACQUIRE

3 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

AGREEMENTS TO ACQUIRE

NOTE 4 – AGREEMENTS TO ACQUIRE

Share Purchase Agreements with Juan Lemus for the proposed acquisitions of 51% ownership in Commsa and Lion Works.

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

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

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

PROPERTY AND EQUIPMENT

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

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.

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


	September 30, 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.

RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

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

	·	For the period from August 1, 2022 to December 31, 2022, Mr. Carey received the base salary equal to $180,000;
	·	For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive the base salary equal to $240,000; and
	·	For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive the base salary equal to $270,000. In addition, Mr. Carey is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

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

	·	For the period from August 1, 2022 to December 31, 2022, Mr. Anish received the base salary equal to $120,000;
	·	For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive the base salary equal to $180,000; and
	·	For the period from August 1, 2024 to July 31, 2025, Mr. Anish will receive the base salary equal to $210,000. In addition, Mr. Anish is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

As of September 30, 2023, the Company owes Mr. Anish, $5,166, for expense reimbursement.

NOTES PAYABLE

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 7 – NOTES PAYABLE

As of September 30, 2023 and June 30, 2023, the Company owes various other individuals and entities $153,200 and $127,400, respectively. All the loans are non-interest bearing and due on demand.

CONVERTIBLE NOTES

3 Months Ended

Sep. 30, 2023

Convertible Notes

CONVERTIBLE NOTES

NOTE 8 - CONVERTIBLE NOTES

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

Schedule of convertible notes
Note Holder	Date	Maturity Date	Interest		Balance June 30, 2023			Additions		Conversions			Balance September 30, 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			–		–			35,700
1800 Diagonal Lending, LLC	6/8/2023	3/8/2024		9%		57,750			–		–			57,750
Total					$	502,006		$	–	$	(34,398	)	$	467,608
Less debt discount					$	(105,354	)						$	(56,197	)
Convertible notes payable, net					$	396,652							$	411,411

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

Balance at June 30, 2023	$	1,010,145
Increase to derivative due to new issuances		–
Decrease to derivative due to conversion		(32,345	)
Derivative loss due to mark to market adjustment		36,159
Balance at September 30, 2023	$	1,013,959

Schedule of fair value assumptions
Inputs	September 30, 2023		Initial Valuation
Stock price	$	0.0011	$	0.015 - 0.42
Conversion price	$	0.0004 - 0.00005	$	0.015 - 0.2995
Volatility (annual)		210.61% - 235.86%		265.91% - 381.28%
Risk-free rate		5.53% – 5.55%		0.59% - 5.12%
Dividend rate		–		–
Years to maturity		.25 - 0.58		0.34 - 1

PREFERRED STOCK

3 Months Ended

Sep. 30, 2023

Equity [Abstract]

PREFERRED STOCK

NOTE 9 – PREFERRED STOCK

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

During the three months ended September 30, 2023, the Company sold 268,200 shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.

COMMON STOCK

3 Months Ended

Sep. 30, 2023

Equity [Abstract]

COMMON STOCK

NOTE 10 – COMMON STOCK

During the three months ended September 30, 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 three months ended September 30, 2023, AES converted $12,500 of its note payable along with $684 of accrued interest into 6,105,029 shares of common stock.

SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

1/. The company appointed GreenGrowth CPA’s as its new auditors on October 30, 2023

	2.	Development of Gold-Backed Digital Asset: Knightsbridge will develop and issue a DGC (Digital Gold Coin) backed by STAL’s gold assets.

	3.	Exploration of Digital Asset Opportunities: Knightsbridge will work with STAL to explore additional opportunities related to digital assets, equity, and derivatives that can enhance STAL's financial standing and growth.

	4.	Legal Representation: Knightsbridge will provide legal representation and advisory services to STAL in Asian markets and with foreign regulators, ensuring that STAL operates within the regulatory framework and remains compliant with applicable laws.

	5.	Equity Issuance: In consideration of the services provided by Knightsbridge, STAL will issue 50,000 shares of Preferred D and 48,000,000 shares of common to Knightsbridge Group. In addition, STAL will allow Knightsbridge to retain 10% of the DGC (Digital Gold Coin) which will be developed and issued specifically for this project.

The definitive agreements still need to be finalized together with the terms of the series D Preferred stock.

3/. On November 17, 2023 Star repaid existing and outstanding convertible debt to Geneva Roth and 1800 Diagonal repaying in full the balance due on these notes.

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three months ended September 30, 2023.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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


At September 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,013,959
Total	$	–	$	–	$	1,013,959

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

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of fair value, liabilities measured on recurring basis


At September 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,013,959
Total	$	–	$	–	$	1,013,959

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

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of assets stated at cost, less accumulated depreciation


	September 30, 2023		June 30, 2023
Mine Assets	$	450,000	$	450,000
Total	$	450,000	$	450,000

CONVERTIBLE NOTES (Tables)

3 Months Ended

Sep. 30, 2023

Convertible Notes

Schedule of convertible notes

Schedule of convertible notes
Note Holder	Date	Maturity Date	Interest		Balance June 30, 2023			Additions		Conversions			Balance September 30, 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			–		–			35,700
1800 Diagonal Lending, LLC	6/8/2023	3/8/2024		9%		57,750			–		–			57,750
Total					$	502,006		$	–	$	(34,398	)	$	467,608
Less debt discount					$	(105,354	)						$	(56,197	)
Convertible notes payable, net					$	396,652							$	411,411

Schedule of derivative liabilities

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

Balance at June 30, 2023	$	1,010,145
Increase to derivative due to new issuances		–
Decrease to derivative due to conversion		(32,345	)
Derivative loss due to mark to market adjustment		36,159
Balance at September 30, 2023	$	1,013,959

Schedule of fair value assumptions

Schedule of fair value assumptions
Inputs	September 30, 2023		Initial Valuation
Stock price	$	0.0011	$	0.015 - 0.42
Conversion price	$	0.0004 - 0.00005	$	0.015 - 0.2995
Volatility (annual)		210.61% - 235.86%		265.91% - 381.28%
Risk-free rate		5.53% – 5.55%		0.59% - 5.12%
Dividend rate		–		–
Years to maturity		.25 - 0.58		0.34 - 1

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	$ 0	$ 0
Fair Value, Inputs, Level 1 [Member] \| Derivative [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 2 [Member] \| Derivative [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	1,013,959	1,010,145
Fair Value, Inputs, Level 3 [Member] \| Derivative [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative fair value	$ 1,013,959	$ 1,010,145

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 25,920,266		$ 25,547,794
Net loss	372,472	$ 7,376,679
Cash in operating activities	$ 26,662	$ 105,419

AGREEMENTS TO ACQUIRE (Details Narrative) - Share Purchase Agreement [Member] - USD ($)	Jul. 21, 2023	Mar. 19, 2023	Dec. 15, 2021
Commsa Acquisition [Member] \| Juan Lemus [Member]
Business Acquisition [Line Items]
Acquisition percentage			51.00%
Consideration in cash			$ 1,000,000
Issuance of shares			5,000,000
Working capital	$ 2,000,000		$ 7,500,000
First minimum payment amount	$ 2,550,000
Lion Works [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
Purchase price in cash		$ 5,100,000
First minimum payment amount		2,550,000
Remaining outstanding balance		$ 2,550,000
Lion Works [Member] \| Juan Lemus [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
Lion Works [Member] \| Genesis [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
First minimum payment amount		$ 2,000,000
Remaining outstanding balance		$ 3,000,000
Invest additional share		5,000,000

PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Mine Assets	$ 450,000	$ 450,000
Total	$ 450,000	$ 450,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended
	Nov. 17, 2022	Jan. 02, 2021	Aug. 01, 2019	Sep. 30, 2023
Richard Carey [Member]
Related Party Transaction [Line Items]
Debt conversion amount	$ 42,000
Mr Anish [Member]
Related Party Transaction [Line Items]
Related party transaction amount				$ 41,715
Expense reimbursement				5,166
Themis Glatman [Member]
Related Party Transaction [Line Items]
Short term advance				2,500
Rent expense				$ 5,000
Amended Employment Agreement [Member] \| Richard Carey [Member]
Related Party Transaction [Line Items]
Annual base salary		$ 180,000	$ 120,000
Amended Employment Agreement [Member] \| Anthony Anish [Member]
Related Party Transaction [Line Items]
Annual base salary		$ 120,000	$ 60,000

NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 01, 2018	Sep. 30, 2023	Jun. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other notes payable		$ 153,200	$ 127,400
Kok Chee Lee [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable		42,651	42,651
Former Secretary Of Board [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt face amount	$ 32,000
Debt stated interest rate	5.00%
Debt maturity date	Dec. 01, 2018
Accrued interest		$ 8,562	$ 6,562

CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended
CONVERTIBLE NOTES (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Short-Term Debt [Line Items]
Beginning balance	$ 502,006
Additions	0
Conversions	(34,398)
Ending balance	467,608
Less debt discount	(56,197)	$ (105,354)
Convertible notes payable, net	$ 411,411	$ 396,652
Private Investor [Member]
Short-Term Debt [Line Items]
Date	Mar. 28, 2022
Maturity date	Jul. 31, 2022
Interest rate	14.00%
Beginning balance	$ 310,000
Additions	0
Conversions	0
Ending balance	$ 310,000
Quick Capital L L C [Member]
Short-Term Debt [Line Items]
Date	Feb. 07, 2023
Maturity date	Nov. 08, 2023
Interest rate	12.00%
Beginning balance	$ 60,556
Additions	0
Conversions	(21,898)
Ending balance	$ 38,658
A E S Capital Management L L C [Member]
Short-Term Debt [Line Items]
Date	Feb. 08, 2023
Maturity date	Feb. 07, 2024
Interest rate	10.00%
Beginning balance	$ 38,000
Additions	0
Conversions	(12,500)
Ending balance	$ 25,500
Rock Bay Partners [Member]
Short-Term Debt [Line Items]
Interest rate	10.00%
Beginning balance	$ 35,700
Additions	0
Conversions	0
Ending balance	$ 35,700
Diagonal Lending L L C 1800 [Member]
Short-Term Debt [Line Items]
Date	Jun. 08, 2023
Maturity date	Mar. 08, 2024
Interest rate	9.00%
Beginning balance	$ 57,750
Additions	0
Conversions	0
Ending balance	$ 57,750

CONVERTIBLE NOTES (Details - Derivative liabilities)	3 Months Ended
CONVERTIBLE NOTES (Details - Derivative liabilities)	Sep. 30, 2023 USD ($)
Convertible Notes
Derivative liability, Beginning	$ 1,010,145
Increase to derivative due to new issuances	0
Decrease to derivative due to conversion	(32,345)
Derivative loss due to mark to market adjustment	36,159
Derivative liability, Ending	$ 1,013,959

CONVERTIBLE NOTES (Details - Assumptions)	3 Months Ended
CONVERTIBLE NOTES (Details - Assumptions)	Sep. 30, 2023
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.0011
Measurement Input, Share Price [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.015 - 0.42
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.0004 - 0.00005
Measurement Input, Conversion Price [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.015 - 0.2995
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	210.61% - 235.86%
Measurement Input, Price Volatility [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	265.91% - 381.28%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	5.53% – 5.55%
Measurement Input, Risk Free Interest Rate [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.59% - 5.12%
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value
Measurement Input, Discount Rate [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value
Measurement Input, Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	.25 - 0.58
Measurement Input, Maturity [Member] \| Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.34 - 1

CONVERTIBLE NOTES (Details Narrative) - USD ($)	Jun. 08, 2023	Apr. 28, 2023	Feb. 27, 2023	Feb. 08, 2023	Feb. 07, 2023	Mar. 28, 2022
Convertible Secured Promissory Note [Member]
Debt Instrument [Line Items]
Principal amount						$ 400,000
Repaid amount			$ 15,000
Rock Bay Partners [Member]
Debt Instrument [Line Items]
Principal amount		$ 75,000
Debt conversion amount		$ 39,300
Debt conversion, shares		7,000,000
Quick Capital L L C [Member]
Debt Instrument [Line Items]
Interest rate					12.00%
Conversion price					$ 0.05
Number of warrants issued					1,211,111
Warrant exercise price					$ 0.05
Warrant term					5 years
A E S Capital Management L L C [Member]
Debt Instrument [Line Items]
Interest rate				10.00%
Conversion price				$ 0.0002
Diagonal Lending L L C 1800 [Member]
Debt Instrument [Line Items]
Interest rate	9.00%

PREFERRED STOCK (Details Narrative) - USD ($)	3 Months Ended
PREFERRED STOCK (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Mar. 30, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized	25,000,000		25,000,000
Preferred stock, par value	$ 0.001		$ 0.001
Total proceeds from sale of stock	$ 0	$ 46,500
Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Loss on conversion of stock	$ 140,853
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares designated	1,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,900,000		1,900,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred stock, shares designated	1,900,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, par value	$ 0.001		$ 0.001	$ 1.00
Preferred stock, shares designated	1,000,000			1,000,000
Series C Preferred Stock [Member] \| Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Stock sold for cash, shares	268,200
Total proceeds from sale of stock	$ 268,200
Conversion of stock, shares converted	75,138
Common Stock [Member] \| Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Conversion of stock, shares issued	53,371,284

COMMON STOCK (Details Narrative)	3 Months Ended
COMMON STOCK (Details Narrative)	Sep. 30, 2023 USD ($) shares
Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Loss on conversion of stock \| $	$ 140,853
Series C Preferred Stock [Member] \| Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted	75,138
Common Stock [Member] \| Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Conversion of stock, shares issued	53,371,284
Quick Capital L L C [Member] \| Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value \| $	$ 21,898
Conversion of debt, shares	21,582,313
A E S Capital Management L L C [Member] \| Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value \| $	$ 12,500
Conversion of debt, shares	6,105,029