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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 30, 2023

 

Star Alliance International Corp.

(Exact name of small business issuer as specified in its charter)

 

Nevada 333-197692 37-1757067
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)

 

2900 West Sahara Avenue, #800 Las Vegas, NV 89102
(Address of principal executive offices)

 

(833) 443-7827
(Issuer’s telephone number)

 

______________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 

   

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

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.

 

During the fiscal years ended June 30, 2023 and 2022, and through the date of this Current Report on Form 8-K, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Gries would have caused Gries to make reference thereto in connection with its report.

 

During the fiscal years ended June 30, 2023 and 2022, and through the date of this Current Report on Form 8-K, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company’s internal control over financial reporting.

 

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Gries with a copy of the disclosures contained in this Current Report on Form 8-K prior to its filing with the Commission and requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 30, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.

 

The board of directors of the Company, acting as the audit committee, approved an appointment of GreenGrowth, as the Company’s independent registered public accountant firm for the year ending June 30, 2024, and 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.

 

During the Company’s fiscal years ended June 30, 2023 and 2022, and through October 27, 2023, neither the Company nor anyone on the Company’s behalf consulted GreenGrowth regarding any of the following:

 

(i)       either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that GreenGrowth concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

 

(ii)       any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K)

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
16.1   Letter from Gries & Associates, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 2 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Star Alliance International Corp.

 

 

/s/ Anthony L. Anish                        

Anthony L. Anish
Chief Financial Officer

Date: October 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 3 

Exhibit 16.1

 

 

 

Gries & Associates, LLC

Certified Public Accountants

501 S. Cherry Street, Ste 1100

Denver, Colorado 80246

   

 

 

October 30, 2023

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We were previously contracted as the auditors of Star Alliance International Corp. (the Company) and issued financial statements for the years ended June 30, 2023 and 2022, and the subsequent reviews for the fiscal year 2023. On October 30, 2023, we were dismissed. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated October 30, 2023, and we have no basis to agree or disagree with other statements of the Company in the filing.

 

 

Very truly yours,

 

 

Denver, Colorado

PCAOB # 6778

October 30, 2023

   

 

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Oct. 30, 2023
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Document Type 8-K
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Document Period End Date Oct. 30, 2023
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 2900 West Sahara Avenue
Entity Address, Address Line Two #800
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89102
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