UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~March 31, ~~2023~~ 2024

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

Commission File Number: 333-197692

STAR ALLIANCE INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

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

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

833-443-7827

(Registrant’s telephone number)

___________________________________

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

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

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

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

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

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

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

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

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

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

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

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

As of ~~February~~June 1418, 2024, there were ~~539~~654,~~538~~337,~~052~~ 109 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

STAR ALLIANCE INTERNATIONAL CORP.

FORM 10-Q

Quarterly Period Ended ~~December~~March 31, ~~2023~~ 2024

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements	3	3
	Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023 (audited)		3
	Balance Sheets as of March 31, 2024 (unaudited) and June 30, 2023 (audited)	3
	Statements of Operations for the six and three Months ended December 31, 2023 and 2022 (Unaudited)		4
	Statements of Operations for the nine and three Months ended March 31, 2024 and 2023 (Unaudited)	4
	Statements of Changes in Stockholders’ Deficit for the Three and Six Months ended December 31, 2023 and 2022 (Unaudited)		5
	Statements of Changes in Stockholders’ Deficit for the nine and three Months ended March 31, 2024 and 2023 (Unaudited)	5
	Statements of Cash Flows for the Six Months ended December 31, 2023 and 2022 (Unaudited)		7
	Statements of Cash Flows for the Nine Months ended March 31, 2024 and 2023 (Unaudited)	7
	Notes to the Financial Statements (Unaudited)	8	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23	23
Item 4	Controls and Procedures	23	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24	24
Item 1A	Risk Factors	24	24
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	24	24
Item 3	Defaults Upon Senior Securities	25	24
Item 4	Mine Safety Disclosures	25	24
Item 5	Other Information	25	25
Item 6	Exhibits	25	25
SIGNATURES		26	26

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements.

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

	December 31, 2023			June 30, 2023
	March 31, 2024			June 30, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	~~5,021~~475		$	4,391
Prepaids and other assets		~~482~~412,~~500~~000			482,500
Total current assets		~~487~~412,~~521~~475			486,891
Property and equipment		450,000			450,000
Mining claims		57,532			57,532
Total Assets	$	~~995~~920,~~053~~007		$	994,423
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~109~~120,~~763~~443		$	110,565
Accrued interest		99113,~~449~~485			75,681
Due to related parties		6864,~~937~~456			55,654
Accrued compensation		~~497~~577,~~542~~113			346,060
Notes payable, net of discount of $29,161 and $0, respectively		318,690			202,051
Notes payable		335,026			202,051
Convertible notes payable, net of discount of $4,061 and $105,354, respectively		391,880			396,652
Convertible notes payable, net of discount of $36,981 and $105,354, respectively		372,907			396,652
Derivative liability		1,~~109~~193,~~784~~321			1,010,145
Total current liabilities		2,~~596~~776,~~045~~751			2,196,808
Total Liabilities		2,~~596~~776,~~045~~751			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		–			–
Preferred stock, $0.001 par value, 25,000,000 authorized, 2,980,000 and 3,048,000 issued and outstanding respectively		–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding		1,000			1,000
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding		1,883			1,883
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 and 163,950 shares issued and outstanding, respectively		–			165
Common stock, $0.001 par value, 500,000,000 shares authorized, 471,086,221 and 227,097,537 shares issued and outstanding, respectively		471,086			227,098
Series D preferred stock, $0.001 par value, 1,000,000 shares authorized, 146,964 and 0 shares issued and outstanding, respectively		147			–
Additional paid-in capital		24,334,451			24,171,513
Common stock, $0.001 par value, 950,000,000 shares authorized, 570,860,334 and 227,097,537 shares issued and outstanding, respectively		570,860			227,098
Common stock to be issued		81,495			–
Additional paid-in capital		24,917,374			24,171,513
Preferred stock to be issued		80,000			–
Common stock to be issued		81,714			–
Preferred stock to be issued		10,000			–
Stock subscription receivable		(56,250	)		(56,250	)
Accumulated deficit		(2627,~~514~~383,~~657~~472	)		(25,547,794	)
Total stockholders’ (deficit) equity		(1,~~600~~856,~~992~~744	)		(1,202,385
Total liabilities and stockholders’ deficit	$	~~995~~920,~~053~~007		$	994,423

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

STAR ALLIANCE INTERNATIONAL CORP.

~~STATEMENT~~STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	December 31,						December 31,
	March 31,						March 31,
	2023			2022			2023			2022
	2024			2023			2024			2023
Operating expenses:
General and administrative	$	3824,~~493~~291		$	~~310~~80,~~158~~556		$	5883,~~908~~199		$	~~878~~959,~~602~~158
Professional fees		2610,~~948~~050			6722,~~000~~130			2939,~~948~~998			6789,~~000~~130
Consulting		1240,500			~~514~~16,~~718~~500			1253,~~500~~000			1,~~094~~110,~~093~~593
Director compensation		–			~~197~~60,~~400~~000			–			43,~~607~~207,400
Officer compensation		105,000			45,000			~~210~~315,000			12,~~490~~995,000
Total operating expenses		~~182~~179,~~941~~841			1224,~~134,276~~186			~~311~~491,~~356~~197			8,~~137~~361,~~095~~281
Loss from operations		(~~182~~179,~~941~~841	)		(1224,~~134,276~~186	)		(~~311~~491,~~356~~197	)		(8,~~137~~361,~~095~~281	)
Other expense
Other income (expense):
Interest expense		(~~110~~59,~~498~~117	)		(6756,~~855~~151	)		(~~175~~234,~~121~~238	)		(~~203~~259,~~510~~661	)
Change in fair value of derivative		(~~120~~242,~~019~~128	)		~~(222~~146,~~477~~562	)		(~~156~~398,~~178~~306	)		(~~460~~314,~~682~~120	)
Loss on conversion of debt		–(261,529	)		–(97,249	)		(2263,~~422~~951	)		–(97,249	)
Loss on conversion of preferred stock		~~(165,520~~–	)		(~~758~~152,~~124~~985	)		(306,373	)		(~~758~~911,~~124~~109	)
Gain on conversion of debt		~~5,378~~–			–			5,378			–
Early payment penalty		(20,791	)		–			(20,791	)		–
Impairment expense		(107,500	)		–			(107,500	)		–
Total other expense		(411,450	)		(1,048,456	)		(655,507	)		(1,422,316	)
Loss on issuance of convertible debt		(4,612	)		–			(4,612	)		–
Loss before provision for income taxes		(594,391	)		(2,182,732	)		(966,863	)		(9,559,411	)
Penalty expense related to convertible debt		(14,088	)		–			(34,879	)		–
Total other expense		(688,974	)		(159,823	)		(1,344,481	)		(1,582,139	)
Loss before provision for income taxes		(868,815	)		(384,009	)		(1,835,678	)		(9,943,420	)
Provision for income taxes		–			–			–			–
Net loss	$	(~~594~~868,~~391~~815	)	$	(2384,~~182,732~~009	)	$	(~~966~~1,~~863~~835,678	)	$	(9,~~559~~943,~~411~~420	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.0100	)	$	(0.00	)	$	(0.05	)
Weighted average common shares outstanding – basic and diluted		~~418~~529,~~041~~178,~~453~~170			~~186~~201,~~600~~814,~~326~~961			~~331~~396,~~583~~969,~~394~~302			~~177~~186,~~936~~334,~~989~~124

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 AND ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~ MARCH 31, ~~2023 AND 2022~~2024

(Unaudited)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Preferred Stock Series D

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

–

Stock issued for debt

–

Preferred stock converted to common stock

–

(77,790

)

(79

)

–

Preferred stock redemption

–

(11,022

)

(11

)

–

Stock sold for cash

–

Stock granted for debt issuance cost

–

Forgiveness of debt – related party

–

Net loss

–

Balance, December 31, 2023

1,000,000

1,000

1,833,000

1,883

–

Stock sold for cash

–

96,000

Stock issued for services

–

50,964

Stock issued for debt

–

Net loss

–

Balance, March 31, 2024

1,000,000

1,000

1,833,000

1,883

–

146,964

147

~~Common Stock~~

Common Stock

~~Additional Paid-in~~

Additional Paid-in

~~Stock To Be~~

Stock To Be

~~Stock Subscription~~

Stock Subscription

~~Accumulated~~

Accumulated

~~Shares~~

~~Amount~~

Amount

~~Capital~~

Capital

~~Issued~~

Issued

~~Receivable~~

Receivable

~~Deficit~~

Deficit

~~Total~~

Total

Balance, June 30, 2023

~~227,097,537~~

227,097,537

~~227,098~~

227,098

~~24,171,513~~

24,171,513

–

~~(56,250~~

–(56,250

~~(25,547,794~~

(25,547,794

~~(1,202,385~~

(1,202,385

)

Stock issued for debt

~~27,687,342~~

27,687,342

~~27,687~~

27,687

~~48,758~~

48,758

–

~~76,445~~

76,445

Preferred stock converted to common stock

~~53,371,284~~

53,371,284

~~53,371~~

53,371

~~88,096~~

88,096

–

~~141,392~~

141,392

Stock sold for cash

–

~~10,000~~

10,000

–

~~10,000~~

10,000

Net loss

–

~~(372,472~~

)

(372,472

)

~~(372,472~~

)

(372,472

)

Balance, September 30, 2023

~~308,156,163~~

308,156,163

~~308,156~~

308,156

~~24,308,367~~

24,308,367

~~10,000~~

10,000

~~(56,250~~

)

–(56,250

)

~~(25,920,266~~

)

(25,920,266

)

~~(1,347,020~~

)

(1,347,020

)

Stock issued for debt

~~26,333,000~~

26,333,000

~~26,333~~

26,333

~~6,400~~

6,400

–

~~32,733~~

32,733

Preferred stock converted to common stock

~~136,597,058~~

136,597,058

~~136,597~~

136,597

~~29,002~~

29,002

–

~~165,520~~

165,520

Preferred stock redemption

–

~~(14,318~~

)

(14,318

)

–

~~(14,329~~

)

(14,329

)

Stock sold for cash

–

~~80,000~~

80,000

–

~~80,000~~

80,000

Stock granted for debt issuance cost

–

~~71,495~~

71,495

–

~~71,495~~

71,495

Forgiveness of debt – related party

–

~~5,000~~

5,000

–

~~5,000~~

5,000

Net loss

–

~~(594,391~~

)

(594,391

)

~~(594,391~~

)

(594,391

)

Balance, December 31, 2023

~~471,086,221~~

471,086,221

~~471,086~~

471,086

~~24,334,451~~

24,334,451

~~161,495~~

161,495

~~(56,250~~

)

–(56,250

~~(26,514,657~~

)

(26,514,657

~~(1,600,992~~

)

(1,600,992

)

Stock sold for cash

–

79,904

(70,000

)

–

10,000

Stock issued for services

3,856

41,250

219

–

41,524

Stock issued for debt

99,770,257

99,770

461,769

–

561,539

Net loss

–

(868,815

)

(868,815

)

Balance, March 31, 2024

570,860,334

570,860

24,917,374

91,714

(56,250

)

(27,383,472

)

(1,856,744

)

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

(Unaudited)

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Amount

Balance, June 30, 2020

1,000,000

1,000

1,833,000

1,883

207,500

208

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

Preferred stock sold for cash

–

57,750

Preferred stock converted to common stock

–

(153,750

)

(154

)

Stock issued for conversion of debt

–

Stock issued for services – related party

–

Stock issued for services

–

Preferred stock issued for asset acquisitions

–

Net loss

–

Balance, December 31, 2022

1,000,000

1,000

1,833,000

1,883

158,000

159

Preferred stock sold for cash

–

163,950

164

Preferred stock converted to common stock

–

(100,250

)

(100

)

Stock issued for conversion of debt

–

Stock issued for services

–

Warrants issued

–

Preferred dividends

–

Net loss

–

Balance, March 31, 2023

1,000,000

1,000

1,833,000

1,883

221,700

223

	~~Common Stock~~	Common Stock						~~Additional Paid-in~~		Additional Paid-in		~~Stock Subscription~~		Stock Subscription		~~Preferred Stock~~		Accumulated		~~Accumulated~~
	~~Shares~~	Shares		~~Amount~~		Amount		~~Capital~~		Capital		~~Receivable~~		Receivable		~~To Be Issued~~		Deficit		~~Deficit~~		Total		~~Total~~
Balance, June 30, 2020		162,788,028		$	162,788			$	16,384,983			$	(50,000	)		$	–			$	(15,058,400	)		$	1,442,462
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~~		46,453		–		–		–		–		–		46,500		~~46,500~~
Stock sold for cash		~~50,000~~	50,000		50		50		~~6,200~~		6,200		~~(6,250~~	)	(6,250	)	–		–		–		–		–
Stock issued for services – related party		~~20,000,000~~	20,000,000		~~20,000~~		20,000		~~5,730,000~~		5,730,000		–		–		–		–		–		5,750,000		~~5,750,000~~
Net loss		–	–		–		–		–		–		–		–		–		(7,376,679	)	~~(7,376,679~~	)	(7,376,679	)	~~(7,376,679~~	)
Balance, September 30, 2022		~~182,838,028~~	182,838,028		~~182,838~~		182,838		~~22,167,636~~		22,167,636		~~(56,250~~	)	(56,250	)	–		(22,435,079	)	~~(22,435,079~~	)	(137,717	)	~~(137,717~~	)
Preferred stock sold for cash		–	–		–		–		~~50,692~~		50,692		–		–		–		–		–		50,750		~~50,750~~
Preferred stock converted to common stock		~~4,447,871~~	4,447,871		~~4,448~~		4,448		~~762,251~~		762,251		–		–		–		–		–		766,545		~~766,545~~
Stock issued for conversion of debt		~~1,538,461~~	1,538,461		~~1,538~~		1,538		~~102,385~~		102,385		–		–		–		–		–		103,923		~~103,923~~
Stock issued for services – related party		~~1,000,000~~	1,000,000		~~1,000~~		1,000		~~164,000~~		164,000		–		–		–		–		–		165,000		~~165,000~~
Stock issued for services		~~2,025,000~~	2,025,000		~~2,025~~		2,025		~~67,880~~		67,880		–		–		–		–		–		69,905		~~69,905~~
Preferred stock issued for asset acquisitions		–	–		–		–		–				–		–		~~10,650,000~~		–		–		400,000		~~10,650,000~~
Net loss		–	–		–		–		–		–		–		–		–		(2,182,732	)	~~(2,182,732~~	)	(2,182,732	)	~~(2,182,732~~	)
Balance, December 31, 2022		~~191,849,360~~	191,849,360	$	~~191,849~~		191,849	$	~~23,314,844~~		23,314,844	$	~~(56,250~~	)	(56,250	$)	~~10,650,000~~		(24,617,811	$)	~~(24,617,811~~	)	(764,326	$)	~~9,485,674~~
Preferred stock sold for cash			–				–				163,786				–				–				163,950
Preferred stock converted to common stock			9,157,912				9,159				143,927				–				–				152,986
Stock issued for conversion of debt			7,512,157				7,512				221,020				–				–				228,532
Stock issued for services			1,000,000				1,000				15,000				–				–				16,000
Warrants issued			–				–				24,092				–				–				24,092
Preferred dividends			–				–				(13,375	)			–				–				(13,375	)
Net loss			–				–				–				–				(384,009	)			(384,009	)
Balance, March 31, 2023			209,519,429			$	209,520			$	23,869,294			$	(56,250	)		$	(25,001,820	)		$	(976,150	)

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

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

(Unaudited)

	For the Six Months Ended December 31,
	For the Nine Months Ended March 31,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~966~~1,~~863~~835,678	)	$	(9,~~559~~943,~~411~~420	)
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid stock issued for services		–			1,813,853
Common stock issued for services - related party		–			5,915,000
Common stock issued for services		–			69,905
Stock issued for services		41,524			85,905
Loss on conversion of preferred stock		306,373			~~758~~911,~~124~~109
Change in fair value of derivative		~~156~~398,~~178~~306			~~460~~314,~~682~~120
Debt discount amortization		~~143~~181,~~627~~362			~~159~~208,~~999~~050
Loss on conversion of debt		263,951			–
Gain on conversion of debt		(5,378	)		–
Loss on issuance of convertible debt		4,612			97,249
Impairment expense		107,500			–
Changes in assets and liabilities:
Prepaids and other assets		–(37,000	)		4739,~~350~~850
Accounts payable		~~(803~~9,878	)		128,~~411~~277
Accrued expenses		2867,~~633~~058			3649,~~886~~986
Accrued expenses – related party		1813,~~283~~802			68,~~991~~043
Accrued compensation		~~151~~231,~~481~~053			9786,~~349~~209
Net cash used in operating activities		(~~163~~252,~~091~~637	)		(~~180~~405,~~861~~769	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings from a related party		–			42,000
Proceeds from the sale of common stock		10,000			–
Proceeds from the sale of preferred stock		8090,000			97261,~~250~~200
Proceeds from notes payable		~~145~~220,800			–77,355
Payment on notes payable		–			(28,025	)
Repayment of convertible note payable		–			(15,000	)
Payment on notes payable		–			(27,903	)
Payments on convertible notes payable		(57,750	)		–
Redemption of preferred stock		(14,329	)		–
Net cash provided by financing activities		~~163~~248,721			~~111~~337,~~225~~652
Net change in cash		~~630~~(3,916	)		(6968,~~636~~117	)
Cash at the beginning of period		4,391			71,724
Cash at the end of period	$	~~5,021~~475		$	23,~~088~~607
NON-CASH TRANSACTIONS:
Conversion of debt	$	53165,~~120~~765		$	~~154,300~~–
Common stock issued for prepaid services	$	–		$	1,813,854

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

STAR ALLIANCE INTERNATIONAL CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~DECEMBER~~MARCH 31, ~~2023~~2024

NOTE 1 – NATURE OF BUSINESS

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

GOING CONCERN

The accompanying unaudited financial statements have ~~been~~ 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 $2627,~~514~~383,~~657~~472 as of ~~December~~March 31, ~~2023~~2024. For the period ended ~~December~~March 31, ~~2023~~2024, the Company had a net ~~loss~~ loss of $~~966~~1,~~863~~835,678 and used $~~163~~252,~~091~~637 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~~ 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~~ going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to ~~raise~~ raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

These unaudited condensed financial statements ~~have~~ have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) ~~and~~ and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes ~~attached~~ attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal ~~year~~ year ended June 30, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present ~~fairly~~ fairly the financial position of the Company, as of ~~December~~March 31, ~~2023~~2024, 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 ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of ~~the~~ the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of ~~the~~ 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~~ financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

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

Schedule of fair value, liabilities measured on recurring basis

At December 31, 2023

At March 31, 2024

Description

Level 1

Level 2

Level 3

Derivative

–

1,~~109~~193,~~784~~321

Total

–

1,~~109~~193,~~784~~321

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

9NOTE 3 – AGREEMENTS FOR ASSET ACQUISITIONS

~~NOTE~~On December 15, 2021, the Company entered into that 3certain –share ~~AGREEMENTS~~purchase TOagreement ~~ACQUIRE~~(the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The Commsa Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022, as set forth in the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment); however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the acquisition of Commsa. No assets other than the cash paid and value of shares issued have been included on the Balance Sheet.

On December 15, 2021, the Company entered into that certain share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The Commsa Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022, as set forth in the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment); however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the acquisition of Commsa. No assets other than the cash paid and value of shares issued have been included on the Balance Sheet.9

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

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

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

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

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

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

10On July 21, 2023, Juan Lemus and the Company executed a first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the parties executed a second addendum extending the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Lion Works Purchase Agreement has expired.

On ~~July~~December 214, 2023, ~~Juan Lemus and~~ the Company ~~executed~~ signed a ~~first~~consulting agreement ~~addendum to~~ (the ~~Lion Works Purchase~~ “Agreement,”) ~~pursuant~~with ~~to which~~ the ~~Company’s~~Knightsbridge ~~obligations~~Group to(“Knightsbridge”) ~~pay~~with ~~$2,000,000~~the aseffective ~~working capital~~date ~~was~~of ~~extended until September 30~~December 11, 2023. OnThe ~~September~~terms ~~28,~~of ~~2023,~~ the ~~parties~~Agreement ~~executed~~amended aand ~~second~~superseded ~~addendum extending~~ the ~~time~~terms of the ~~Company’s~~ ~~payments~~Memorandum ~~from~~of ~~September~~Understanding ~~30, 2023 to December 31, 2023. The Company did not make~~ the ~~required~~parties ~~payments~~executed byon ~~December 31,~~November ~~2023~~6, ~~and this Lion Works Purchase Agreement has expired~~2023.

~~On December~~The 4,Agreement ~~2023,~~provided for the ~~Company~~development ~~signed~~and issuance of a ~~consulting~~Digital ~~agreement~~Gold ~~(the~~Coin (“~~Agreement~~DGC”) ~~with~~by Knightsbridge, backed by the ~~Knightsbridge~~Company’s ~~Group~~gold ~~(“Knightsbridge”)~~assets, provided that DGC will not be ~~with~~issued unless and until all the ~~effective~~necessary ~~date~~paperwork required by the SEC and any other government agency were completed and timely filed; exploration of ~~December~~additional 11opportunities related to digital assets, ~~2023.~~equity ~~The~~and ~~terms~~derivatives, ofto enhance the ~~Agreement~~Company’s ~~amended~~financial standing and ~~superseded~~growth; other consulting, advisory services by Knightsbridge in the ~~terms~~Asian markets, in consideration for (a) issuance of 48,000,000 shares of the ~~Memorandum~~Company’s common stock; (b) 50,000 shares of ~~Understanding~~the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the ~~parties~~Company ~~executed~~in on12 ~~November~~months; 6and (c) Ten (10) percent of the developed and issued DGC, ~~2023~~will be retained by KG as payment for development and maintenance of the DGC developed for the Company.

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

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

NOTE 4 – PROPERTY AND EQUIPMENT

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

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

Maintenance and repair expenses, as incurred, ~~are~~ 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.

11Assets stated at cost, less accumulated depreciation consisted of the following:

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


	March 31, 2024		June 30, 2023
Property and Equipment /Mine Assets	$	450,000	$	450,000
Total Property and Equipment	$	450,000	$	450,000

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

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

~~Once~~NOTE ~~operations~~5 ~~utilizing~~– ~~the~~RELATED ~~property and~~PARTY ~~equipment have begun, the Company will begin depreciation of the assets.~~TRANSACTIONS

~~NOTE~~On 5August –1, ~~RELATED~~2019, ~~PARTY~~the ~~TRANSACTIONS~~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 ~~August~~January 1, ~~2019~~2021, the Company ~~entered~~amended ~~into~~the ~~and executed initial~~ employment agreements with Richard Carey, ~~John~~CEO ~~Baird~~ and Anthony Anish., ~~Each~~CFO, ~~initial~~which ~~employment~~increased ~~agreement provided that~~ the ~~initial~~base ~~term~~annual ofsalaries ~~the~~for ~~employment~~Mr. ~~agreement~~Carey ~~has the term of 36 months starting~~ from ~~August 1~~$120,000 ~~2019,~~per ~~and~~annum to ~~continues~~$180,000 ~~until~~per ~~July 31~~annum, ~~2022. Thereafter,~~and ~~such~~for ~~employment agreement may be renewed upon mutual agreement of the parties~~Mr. ~~The~~Anish ~~employment~~from ~~agreement also may be terminated by each party upon 30 days’ notice to the other party~~$60,000 ~~provided~~per ~~that~~annum ~~in the event the Executive breaches his material obligations~~ to ~~the Company~~$120,000 ~~the~~per ~~Company may terminate the executive employment immediately~~annum. ~~Each~~All ~~executive~~other ~~agreement~~terms ~~included~~of the ~~compensation~~initial ~~for~~employment agreements ~~the~~with ~~executive,~~Mr. ~~including~~Carey ~~the~~and ~~base~~Mr. ~~and~~Anish ~~incentive~~remained ~~salary~~unchanged.

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.11

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.

12On 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 March 31, 2024, the Company owes Mr. Carey a total of $37,910.

OnAs ~~November~~of 17March 31, ~~2022~~2024, ~~Mr.~~the ~~Carey~~Company ~~agreed~~owes toThemis ~~give~~Glatman, 4Director, ~~million~~$18,709, offor ~~his~~short-term ~~own~~advances ~~shares~~used ofto ~~common~~pay ~~stock in exchange~~ for ~~$42,000~~Company ~~which~~expenses. ~~was~~During ~~loaned~~the tonine ~~the~~months ~~Company.~~ended ~~The~~March ~~loan~~31, is2024, ~~non-interest~~Ms. ~~bearing~~Glatman ~~and~~forgave ~~due~~a on$5,000 ~~demand.~~accrual Infor ~~addition,~~rent ~~the~~expense ~~Company~~arising ~~owes~~from ~~Mr.~~a ~~Carey~~prior ~~funds~~rental ~~for~~agreement ~~expense~~with ~~reimbursement~~the company. AsThe ~~of December 31~~$5,000 ~~2023,~~was ~~the~~credited ~~Company~~to ~~owes~~additional ~~Mr.~~paid ~~Anish~~in ~~a total of $37,910~~capital.

As of ~~December~~March 31, ~~2023~~2024, the Company owes ~~Themis Caldwell, Director, $18,709, for short-term advances used to pay for Company expenses~~Mr. ~~During the six months ended December 31~~Anish, ~~2023,~~ ~~Ms. Caldwell forgave a~~ $512,~~000~~318, ~~accrual~~ for ~~rent~~ expense ~~arising from a prior rental agreement with the company~~reimbursement. ~~The $5,000 was credited to additional paid in capital.~~

AsNOTE of6 ~~December~~– ~~31,~~NOTES ~~2023,~~PAYABLE ~~the Company owes Mr. Anish, $12,318, for expense reimbursement.~~

~~NOTE~~As 6of –March ~~NOTES~~31, ~~PAYABLE~~2024 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.

AsOn ofJune ~~December~~1, 312018, ~~2023~~the ~~and~~Company ~~June~~executed ~~30,~~a ~~2023, the~~promissory ~~Company~~note ~~owed~~in ~~Kok~~the ~~Chee~~amount ~~Lee~~of $32,000 with the former ~~CEO~~Secretary ~~and Director~~ of the ~~Company,~~Board for $4230,~~651~~128 of accrued expenses for services previously provided and an additional $421,~~651~~872 for services rendered. The note is unsecured, ~~respectively~~bears ~~for~~interest ~~operating~~at ~~expenses~~5% heper ~~paid~~ annum and matures on ~~behalf~~December of1, ~~the~~2018. As ~~Company~~of ~~during~~March ~~the~~31, ~~year~~2024 ~~ended~~and June 30, ~~2018.~~2023, ~~The~~there ~~borrowing~~ is ~~unsecured~~$9,362 ~~non-interest-bearing~~ and $6,562, respectively, of accrued interest due on ~~demand~~the note. The note is past due and the Company is in default under this note.

On June 1, 2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of December 31, 2023 and June 30, 2023, there is $8,962 and $6,562, respectively, of accrued interest due on the note. The note is past due and the Company is in default under this note.12

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

As of ~~December~~March 31, ~~2023~~2024 and June 30, 2023, the ~~Company~~ Company owes various other individuals and entities $~~188~~155,~~200~~ 375 and $127,400, respectively. All the loans are non-interest bearing and due on demand.

NOTE 7 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

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

On February 27, 2023, the Company repaid $15,000 of of the Note. On April 28, 2023, $75,000 of the Note was assigned to Rock Bay Partners (“Rock Bay”). Rock Bay has since converted $53,217 of the $75,000 into 3361,~~333~~104,000 shares of common stock.

13On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $60,556. The note is convertible at the lessor of 1) $0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.

On February 78, 2023, the Company executed a 1210% ~~convertible~~ convertible promissory note with ~~Quick~~AES Capital Management, LLC (“~~Quick Capital~~AES”) for $6038,~~556~~000. The note is convertible at the lessor of 1) $0.0502, 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~~June 8, 2023, the Company executed a 109% ~~convertible~~ convertible promissory note with ~~AES~~1800 ~~Capital~~Diagonal ~~Management~~Lending, LLC (“~~AES~~1800 Diagonal”) ~~for $38,000~~. The note is convertible at ~~the lessor of 1) $0.02, or~~ a price per share equal to ~~the~~ 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. ~~The note is disclosed net of $4,061 of debt discount.~~

On ~~June~~February 84, ~~2023~~2024, the Company executed a 915% ~~convertible~~ convertible promissory note with 1800 Diagonal ~~Lending, LLC (“1800 Diagonal”)~~. ~~The~~Note ~~note~~ is ~~convertible at a price per share equal~~ to ~~65%~~be ofrepaid ~~the~~in ~~lowest~~9 ~~trading~~payments ~~price~~ of ~~the~~$8,081.89 ~~Company’s~~(a ~~common~~total ~~stock~~payback ~~during~~to the 20Holder ~~consecutive~~of ~~trading~~$72,737). ~~days~~The ~~prior~~first topayment ~~the~~is ~~date~~due onMarch ~~which~~15, ~~lender~~2024 ~~elects~~with toeight ~~convert~~(8) ~~all~~subsequent orpayments ~~part~~on the 15th of ~~the~~each ~~Note~~month thereafter.

~~The~~On ~~following~~March ~~table~~8, ~~summarizes~~2024, the Company executed a 10% convertible ~~notes~~promissory ~~outstanding~~note aswith Keystone Capital Partners (“Keystone”). The note is convertible at a price per share equal to 90% of ~~December~~the ~~31,~~average ~~2023:~~ of the two 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.

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

~~_______________~~The following table summarizes the convertible notes outstanding as of March 31, 2024:

(1) This note was repaid in cash.

Schedule of convertible notes
Note Holder	Date		Maturity Date	Interest		Balance June 30, 2023			Additions		Conversions			Balance March 31, 2024
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			14,088		(67,418	)		7,226
AES Capital Management, LLC		2/8/2023	2/7/2024		10%		38,000			–		(38,000	)		–
Rock Bay Partners					10%		35,700			–		(35,700	)		–
1800 Diagonal Lending, LLC		6/8/2023	3/8/2024		9%		57,750			–		(57,750	)(1)		–
1800 Diagonal Lending, LLC		2/5/2024	11/15/2024		15%		–			63,250		–			63,250
Keystone Capital Partners		3/8/2024	12/8/2024		10%		–			29,412		–			29,412
Total						$	502,006		$	106,750	$	(198,868	)	$	409,888
Less debt discount						$	(105,354	)						$	(36,981	)
Convertible notes payable, net						$	396,652							$	372,907

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

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

(1)

This note was repaid in cash.

14A summary of the activity of the derivative liability for the notes above is as follows:

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2023, is as follows:

Schedule of derivative liabilities
Balance at June 30, 2023	$	1,010,145
Increase to derivative due to new issuances		28,444
Decrease to derivative due to conversion/repayment		(347,430	)
Derivative loss due to mark to market adjustment		502,162
Balance at March 31, 2024	$	1,193,321

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

NOTE 8 – PREFERRED STOCK

Schedule of fair value assumptions
Inputs	March 31, 2024		Initial Valuation
Stock price	$	0.0054	$	0.015 – 0.42
Conversion price	$	0.0015 – 0.0025	$	0.015 – 0.2995
Volatility (annual)		250.15% – 294.18%		265.91% – 381.28%
Risk-free rate		5.4%		0.59% – 5.12%
Dividend rate		–		–
Years to maturity		0.25 – 0.69		0.34 – 1

OfNOTE ~~the~~8 ~~25,000,000~~– ~~shares~~PREFERRED 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.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.

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.14

Series BA Preferred Stock

~~Only~~Each ~~one~~Share ~~person or entity, is entitled to be designated as the owner~~ of ~~all of the~~ Series BA ~~Preferred~~preferred ~~Stock~~stock ~~(the~~has ~~“Holder”),~~500 ~~in whose name the initial certificates representing the~~votes ~~Series~~per Bshare ~~Preferred~~and ~~Stock~~each ~~shall~~share becan ~~issued. Any transfer of the Series B Preferred Stock to a different Holder must~~ be ~~approved~~converted ininto ~~advance by the Corporation; provided~~500, ~~however~~000,000 ~~the~~shares ~~Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate~~ of ~~Holder~~common orstock. ~~nominee~~The ofholders ~~Holder, without the approval~~ of the ~~Corporation.~~Series ~~Each~~A ~~share~~preferred ofstock ~~Preferred~~are ~~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~~.

OnSeries ~~October~~B 9,Preferred 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.Stock

Only one person or entity, is entitled to be designated as the owner of all of the Series CB 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 ~~March~~October 309, ~~2022~~2019, the ~~Company~~parties ~~created~~have ~~and~~agreed ~~designated~~to extend ~~1,000,000 shares~~the ofdate ~~Series~~for Cfiling ~~Preferred~~the ~~Stock~~registration ~~(“Series~~statement ~~C”)~~relating ~~with~~to athe ~~stated~~preferred ~~value~~shares of ~~$1.00.~~the Company to be issued to the Troy shareholders and ~~The~~that ~~Series~~would Cin ~~has~~turn anextend ~~annual~~the ~~cumulative~~date ~~dividend~~that ofthe ~~8%,~~shares ~~has~~would nobecome ~~voting~~free ~~rights~~trading. ~~The~~This ~~Series~~extension Cwill isbe ~~convertible~~for ~~into~~150 ~~shares~~days offor ~~common~~filing ~~stock~~the atregistration ~~65%~~statement ofand obtaining approval for the ~~lowest~~shares ~~trading~~to ~~price~~become ~~for~~free trading. All the ~~ten~~remaining ~~days~~terms ~~prior~~included toin the ~~conversion~~contract ~~date~~will remain the same.

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

15On 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 ~~December~~September 3130, 2023, Geneva Roth converted 7775,~~790~~138 shares of Series C preferred stock into ~~136~~53,~~597~~371,~~058~~284 shares of common stock. The Company recognized a loss on conversion of $~~165~~140,~~520~~853. ~~In addition, the Company purchased the remaining 11,022 shares held by Geneva Roth for $14,329. As of December 31, 2023, there were no shares of the Series C preferred stock outstanding.~~

During the three months ended December 31, 2023, Geneva ~~the~~Roth ~~Company~~converted ~~received $80~~77,~~000 for~~790 ~~the~~shares ~~purchase~~ of Series C preferred stock into 136,597,058 shares of common stock. The ~~class~~Company recognized a loss on conversion of ~~stock~~$165,520. ~~that~~In isaddition, ~~being~~the ~~issued~~Company ispurchased athe remaining 11,022 shares held by Geneva Roth for $14,329. As of March 31, 2024, there were no shares of the Series DC ~~Preferred~~preferred stock outstanding.

~~NOTE~~Series 9D –Preferred ~~COMMON STOCK~~Stock

~~During~~ On ~~the~~January ~~six~~5, ~~months~~2024, ~~ended~~the ~~December~~Company ~~31,~~filed ~~2023,~~the Certificate ~~Quick~~of ~~Capital~~Designation ~~LLC~~of ~~converted~~Series ~~$21,898~~D ofConvertible ~~its~~Preferred ~~note~~Stock ~~payable~~with ~~along~~the ~~with~~Nevada ~~$4,121~~Secretary of ~~accrued~~State ~~interest~~(“Series ~~into~~D 21Stock”),~~582~~ pursuant to which 1,~~313~~000,000 shares of ~~common~~Series ~~stock~~D Stock were designated and authorized for issuance.

During the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, ~~AES~~ ~~converted~~the Company received $1290,~~500~~000 for the purchase of ~~its~~100,000 ~~note~~shares ~~payable~~of ~~along~~Series ~~with~~D ~~$684~~preferred ofstock. ~~accrued~~As ~~interest~~of ~~into~~March 631,~~105~~ 2024,~~029~~ ~~shares~~4,000 of ~~common~~those shares have not yet been issued and are disclosed as $10,000 stock to be issued.

During the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, the Company ~~RockBay~~granted ~~Partners~~50,964 ~~converted~~shares of Series D preferred stock for services. The shares were valued at $130.81,~~917~~ the weighted average price of ~~its~~other ~~note~~Series D ~~payable~~shares ~~into~~sold 26for cash,~~333,000~~ ~~shares~~for oftotal ~~common~~non-cash stock compensation of $41,524.

~~During~~NOTE ~~the~~9 ~~six~~– ~~months~~COMMON ~~ended December 31, 2023, Geneva Roth converted 152,928 shares of Series C preferred stock into 189,968,342 shares of common stock. The Company recognized a loss on conversion of $306,373.~~STOCK

~~During~~On January 18, 2024, the ~~six~~Company ~~months~~filed ~~ended~~an ~~December~~amendment to 31its Articles of Incorporation, ~~2023,~~ which increased the authorized common stock of the Company ~~received~~to ~~$10~~950,000 ~~for~~shares. These shares will primarily ~~the~~be ~~purchase~~used offor ~~shares~~acquisitions ofand ~~common~~to ~~stock.~~complete Asthe ofremaining ~~December~~conversions ~~31,~~necessary ~~2023,~~to nopay ~~shares~~off ~~have~~the ~~been~~remaining ~~issued~~debt.

On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. As an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of December 31, 2023, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued (Note 7).15

~~NOTE~~During 10the –nine ~~SUBSEQUENT~~months ~~EVENTS~~ended March 31, 2024, Quick Capital LLC converted $67,418 of its note payable along with $6,956 of accrued interest into 67,133,595 shares of common stock.

~~Management~~During ~~has evaluated subsequent events pursuant to~~ the ~~requirements~~nine ofmonths ~~ASC~~ended ~~Topic~~March ~~855~~31, ~~from~~2024, ~~the~~AES ~~balance~~converted $38,000 ~~sheet~~of ~~date~~its ~~through~~note ~~the~~payable ~~date~~along ~~the~~with ~~financial statements were issued~~$2,813 ~~and~~of ~~has~~accrued ~~determined that~~interest nointo ~~material~~27,553,004 ~~subsequent~~shares ~~events~~of ~~exist~~common stock.

1.During ~~On January 5, 2024,~~ the ~~Company~~nine ~~filed~~months ~~the Certificate~~ended ofMarch ~~Designation~~31, of2024, ~~Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D~~RockBay ~~Stock”),~~Partners ~~pursuant~~converted ~~to which 1~~$36,~~000,000~~837 ~~shares~~ of ~~Series~~its Dnote ~~Stock~~payable ~~were~~into ~~designated and authorized for issuance. As of the date of this Quarterly Report~~54, 98104,000 shares of ~~Series~~common ~~D Stock were issued~~stock.

2.During Onthe ~~January~~nine 18months ended March 31, 2024, ~~the Company filed an~~Keystone ~~amendment~~converted ~~to its Articles of Incorporation~~$12,825 ~~which increased the authorized common stock~~ of ~~the~~a ~~Company~~note topayable ~~950~~into 5,000,000 shares. ~~These~~of ~~shares will~~common ~~primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt~~stock.

16During the nine months ended March 31, 2024, Geneva Roth converted 152,928 shares of Series C preferred stock into 189,968,342 shares of common stock. The Company recognized a loss on conversion of $306,373.

~~Item~~During 2.the ~~Management’s~~nine ~~Discussion~~months ~~and~~ended ~~Analysis~~March of31, ~~Financial~~2024, ~~Condition~~the Company ~~and~~received ~~Results~~$10,000 for the purchase of ~~Operations~~shares of common stock. As of March 31, 2024, no shares have been issued.

~~FORWARD-LOOKING~~On ~~STATEMENTS~~November 16, 2023, the Company issued a promissory note for $85,000 to a third party. As an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of March 31, 2024, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued (Note 7).

~~This~~NOTE ~~quarterly report on form~~ 10-Q ~~(the~~– ~~“Quarterly Report”)~~SUBSEQUENT 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:EVENTS

·Management ~~statements~~has ofevaluated ~~our~~subsequent ~~goals,~~events ~~intentions~~pursuant to ~~and~~the ~~expectations;~~requirements ·of ~~statements~~ASC ~~regarding~~Topic ~~our business plans~~855, ~~prospects,~~from ~~growth~~the ~~and~~balance ~~operating~~sheet ~~strategies;~~date ·through ~~statements~~the ~~regarding~~date the ~~quality~~financial ofstatements ~~our~~were ~~loan~~issued and ~~investment~~has ~~portfolios;~~determined that ~~and~~the ·following ~~estimates~~material ofsubsequent ~~our~~events ~~risks and future costs and benefits~~exist.

~~These~~1/. ~~forward-looking~~On ~~statements~~May ~~are~~6, ~~based~~2024, on the ~~current~~Company ~~beliefs~~signed ~~and~~a ~~expectations~~new ofconvertible note ~~our~~with ~~management~~AES ~~and~~Capital ~~are inherently subject to significant business~~Management, ~~economic~~LLC ~~and~~in ~~competitive~~the ~~uncertainties and~~amount ~~contingencies, many~~ of ~~which are beyond our control. In addition~~$400,000 ~~these~~which ~~forward-looking~~repaid ~~statements~~an ~~are~~outstanding ~~subject~~note ~~to assumptions with respect to future business strategies and decisions~~ that ~~are~~was ~~subject~~used to ~~change.~~purchase ~~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~~Troy ~~of this Quarterly Report~~mine.

~~The~~2/. ~~following~~On ~~factors~~May 15, ~~among others~~2024, ~~could cause actual results to differ materially from~~ the ~~anticipated~~Company ~~results~~signed ora ~~other~~new line ~~expectations~~of ~~expressed~~credit intransaction ~~the~~for ~~forward-looking~~$25 ~~statements:~~million.

·3/. ~~general~~On ~~economic~~May ~~conditions~~24, ~~either nationally or in our market area~~2024, ~~that~~the ~~are~~Company ~~worse~~signed ~~than~~a ~~expected;~~new convertible ·note ~~our~~with ~~ability~~AES toCapital ~~access~~Management, ~~cost-effective~~LLC ~~funding; · our ability to implement and change our business strategies; · adverse changes~~ in the ~~securities~~amount ~~markets;~~of ·$300,000 ~~our~~which ~~ability~~became toeffective ~~enter new markets successfully and capitalize~~ on ~~growth~~June ~~opportunities;~~5, ~~· our ability to retain key employees; · material weakness or significant deficiency in our internal controls over financial reporting; and~~2024.

~~Our results may be materially different from those indicated by these forward-looking statements~~4/. ~~Given~~On ~~these~~May ~~uncertainties~~31, ~~readers~~2024, ofthe ~~this~~Company ~~quarterly report~~has ~~are~~signed ~~cautioned~~a JV ~~not~~agreement towith ~~place~~Lion ~~undue~~Works ~~reliance~~Advertising onSA ~~such forward-looking statements. We disclaim any obligation~~ to ~~update~~fund ~~any~~the ~~such~~independent ~~factors or~~report toon ~~publicly announce~~ the ~~result~~Genesis ofsystem ~~any~~and ~~revisions~~the topreparation ~~any~~ of the ~~forward-looking statements contained herein to reflect future events or developments~~patents.

~~Overview~~5/. On June 4, 2024, the Company filed an amendment with the Secretary of State for Nevada to increase the Authorized capital of the Common shares of the Company to 1,500,000,000 shares of stock.

We are an exploration-stage company that focuses on acquisition and development of gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas. As of the date of this Quarterly Report, we have not commenced our mining operations. We anticipate starting our mining operations in the second quarter of 2024. We are also exploring acquisitions of assets or majority interests in companies related to artificial intelligence technology and in the fintech arena acquiring proprietary software technology. At this time, the Company is negotiating the terms of these potential acquisitions and once these terms are finalized, we will enter into one or more definitive agreements.16

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

17This 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:

On· ~~December~~statements ~~15, 2021, the Company entered into a share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder~~ of ~~Commsa.~~our ~~The Commsa Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa~~goals, aintentions ~~newly-formed~~and ~~company,~~expectations; ~~which~~· ~~has the~~statements ~~mining~~regarding ~~rights~~our tobusiness ~~five operating mines that run along a 12.5-mile stretch of the Rio Jalan River~~plans, ~~in consideration for $1~~prospects,~~000,000~~ ~~in cash~~growth and ~~the~~operating ~~issuance~~strategies; of· ~~5,000,000~~statements ~~shares~~regarding of the ~~Company’s~~quality 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~~our ~~Honduras.~~loan ~~The~~and ~~Company~~investment ~~did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022 as set forth in the Commsa Purchase Agreement~~portfolios; ~~however,~~and ~~the~~· ~~parties~~estimates ~~did not terminate the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares~~ of ~~Common~~our ~~Stock~~risks and ~~paid~~future ~~only~~costs ~~$75,000 toward the required $1,000,000 cash payment), intending that the Company would be able to obtain the necessary funding later~~ and ~~to consummate the Commsa Acquisition~~benefits.

OnThese ~~August~~forward-looking ~~14,~~statements ~~2023,~~are ~~the~~based ~~Company~~on ~~and Juan Lemus~~the ~~executed~~current anbeliefs ~~addendum~~and toexpectations ~~the~~of ~~Commsa~~our ~~Purchase~~management ~~Agreement~~and ~~which~~are ~~provided~~inherently ~~for~~subject ~~the extension of the Company’s obligations~~ to ~~pay~~significant $1business,~~000,000 in~~ ~~cash,~~economic ~~the~~and ~~issuance~~competitive ofuncertainties and 5contingencies,~~000,000~~ ~~shares~~many of ~~the~~which ~~Company’s~~are ~~common~~beyond ~~stock~~our ~~to Mr~~control. ~~Lemus~~In ~~and the payment of $7~~addition,~~500,000~~ inthese ~~working~~forward-looking ~~capital until~~statements ~~September~~are ~~30,~~subject ~~2023.~~to Onassumptions ~~September~~with respect ~~28,~~to ~~2023,~~future ~~the~~business ~~parties~~strategies ~~executed~~and ~~the~~decisions ~~second~~that ~~addendum,~~are ~~extending~~subject ~~the timing of the Company’s payment from September 30, 2023~~ to ~~December~~change. 31Accordingly, ~~2023.~~you ~~The~~should ~~Company did~~ not ~~make~~place ~~the~~undue ~~required~~reliance ~~payments~~on ~~by December 31, 2023, and this Commsa~~such ~~Purchase Agreement has expired~~statements. ~~The~~We ~~parties~~ are ~~currently~~under ~~negotiating~~no ~~terms~~duty ~~for~~to ~~entering~~and ~~into~~do anot ~~new~~take ~~purchase~~any ~~agreement~~obligation ~~for~~to ~~the~~update ~~purchase of~~any ~~Commsa’s~~forward-looking ~~51%~~statements ~~ownership~~after by the ~~Company~~date of this Quarterly Report.

OnThe ~~March~~following 19factors, ~~2023,~~among ~~the Company entered into and executed a share purchase agreement (the “Lion Works Purchase Agreement”) with Lion Works and Juan Lemus~~others, ~~the~~could ~~sole~~cause ~~shareholder~~actual ofresults ~~Lion~~to ~~Works,~~differ ~~which~~materially ~~contemplated the acquisition by the Company, as Buyer,~~ from ~~Mr. Lemus, as Seller, of 51% of~~ the ~~capital~~anticipated ~~stock~~results ~~of Lion~~or ~~Works,~~other ~~including~~expectations ~~51%~~expressed ofin the ~~intellectual property rights and know~~forward-~~how~~looking related to the Genesis extraction system (“Genesis”), The Lion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Lion Works Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consisted of the followingstatements:

· ~~The~~general ~~total~~economic ~~purchase price of $5~~conditions,~~100,000~~ ineither ~~cash,~~nationally ~~with~~or ~~the first minimum payment~~ in ~~the~~our ~~amount~~market ~~of $2~~area,~~550,000~~ tothat beare ~~paid~~worse bythan ~~September~~expected; ~~30,~~· ~~2023,~~our ~~and~~ability ~~the remaining outstanding balance of $2,550,000~~ to beaccess ~~paid~~cost-effective byfunding; ~~September 30, 2024, within 12 months of the first payment.~~ · Anour ~~additional~~ability ~~5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000~~ to beimplement ~~paid by July 31, 2023,~~ and ~~the~~change ~~remaining~~our ~~$3,000,000~~business tostrategies; be· ~~paid~~adverse bychanges ~~July~~in ~~31, 2024, within 12 months of~~ the ~~first~~securities ~~payment.~~markets; · ~~Engagement~~our ofability ~~a patent attorney and pay for the cost of that patent attorney~~ to ~~prepare~~enter ~~the~~new ~~patent~~markets ~~application~~successfully ~~related to Genesis~~ and tocapitalize ~~register~~on ~~that~~growth ~~patent,~~opportunities; ~~provided~~· ~~that~~our ~~Lion~~ability ~~Works~~to ~~will~~retain ~~engage~~key anemployees; ~~expert~~· tomaterial ~~prepare~~weakness aor ~~report~~significant ondeficiency ~~the~~in ~~Genesis~~our ~~system,~~internal tocontrols beover ~~used~~financial inreporting; ~~this patent application.~~and

~~The~~Our ~~parties~~results ~~agreed~~may ~~that~~be ~~the~~materially ~~closing~~different offrom ~~the transactions~~those ~~contemplated~~indicated by ~~the~~these ~~Lion~~forward-looking ~~Works~~statements. ~~Purchase~~Given ~~Agreement~~these ~~will occur on or before March 19~~uncertainties, ~~2023~~readers orof atthis ~~such~~quarterly report ~~other~~are ~~time~~cautioned ~~and~~not to place asundue ~~the~~reliance ~~Buyer and~~on ~~the~~such ~~Seller~~forward-looking ~~may~~statements. ~~agree,~~We ~~provided~~disclaim ~~that~~any ~~(i)~~obligation ~~the~~to ~~Seller~~update ~~receives~~any ~~the~~such ~~first~~factors or ~~tranche~~to ofpublicly ~~working~~announce ~~capital funds in~~ the ~~amount~~result of ~~$2,000~~any ~~prior~~ revisions to ~~the~~any ~~execution and delivery~~ of ~~(i)~~ the ~~paperwork~~forward-looking ~~necessary~~statements ~~for~~contained ~~the~~herein ~~attorney~~ to ~~complete~~reflect ~~the~~future ~~patent submission, (ii) all documentation~~events ~~necessary for the buyer to market the Genesis program, (iii) any other document, certificate~~ or ~~instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement~~developments.

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

18Overview

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

OnThe ~~March 15, 2023, the~~ Company ~~entered~~requires ~~into~~substantial ~~and executed~~funding ~~the Purchase Agreement~~ and aadditional work ~~Registration Rights Agreement with Keystone, pursuant~~ to ~~which~~implement ~~the~~its ~~Company~~business ~~shall~~plan ~~have~~with ~~the~~respect ~~right, but not the obligation,~~ to ~~direct~~its ~~Keystone,~~mining ~~an unrelated third party~~properties, tospecifically ~~purchase up~~ to ~~75,000,000~~complete ~~shares~~the acquisitions of ~~its~~51% ~~Common~~ownership in ~~Stock~~both (~~the “Shares”~~a)~~, pursuant~~ toCompania ~~separate~~Minera ~~purchase~~Metalurgica ~~notices~~Centro toAmericana, bea ~~delivered~~Honduran byCorporation ~~the Company to Keystone from time to time~~ (~~each, a~~ “~~Purchase Notice~~Commsa”). ~~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%~~b) ofLion ~~the~~Works ~~average of the closing prices per share of~~Advertising, ~~the~~SA, ~~Company’s~~a ~~Common~~Guatemalan ~~Stock~~corporation ~~for five~~ (5)“Lion ~~trading days preceding the purchase~~Works”).

~~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:~~17

·On ~~The~~December ~~Company shall have performed~~15, ~~satisfied and complied in all material respects with all covenants~~2021, ~~agreements~~the ~~and~~Company ~~conditions~~entered ~~required~~into bya ~~the~~share purchase ~~Purchase~~agreement ~~Agreement and~~ (the ~~Registration~~“Commsa ~~Rights~~Purchase Agreement”) towith beJuan ~~performed~~Lemus, ~~satisfied~~the orsole ~~complied~~shareholder ~~with~~of byCommsa. ~~the Company; ·~~ The ~~Company~~Commsa ~~shall~~Share ~~deliver to Keystone on the Commencement Date (as defined in the~~ Purchase Agreement) contemplated the ~~compliance~~acquisition ~~certificate executed~~ by the Company’s ~~executive~~of ~~officer~~51% ·of ~~The initial registration statement, which covers~~ the ~~resale~~share bycapital ~~Keystone~~ of ~~the~~Commsa, ~~Registrable~~a ~~Securities~~newly-formed ~~(as defined in the Registration Rights Agreement)~~company, ~~including~~which ~~the~~has ~~Commitment Shares and~~ the ~~shares~~mining rights to befive ~~issued~~operating ~~pursuant~~mines tothat ~~the~~run ~~Purchase~~along ~~Notice,~~a ~~shall~~12.5-mile ~~have~~stretch ~~been~~of ~~declared effective under~~ the ~~Securities~~Rio ~~Act~~Jalan ~~by the SEC~~River, ~~and~~in ~~Keystone~~consideration ~~shall~~for be$1,000,000 ~~permitted~~in tocash ~~utilize~~ and the ~~prospectus~~issuance ~~therein~~of to5,000,000 ~~resell~~shares ~~(a) all~~ of the ~~Commitment~~Company’s ~~Shares~~common ~~and~~stock ~~(b)~~to ~~all~~Mr. ofLemus (the ~~Shares~~“Commsa ~~included~~Acquisition”). inIn ~~that~~addition, the ~~prospectus~~Company ·has ~~The~~agreed ~~applicable~~to ~~purchase~~provide ~~price~~up ~~for~~to ~~each~~$7,500,000 ~~Purchase~~in ~~Notice~~working ~~must~~capital beto ~~not~~expand ~~less~~the ~~than~~mining ~~$0.01~~operations ~~per~~in ~~share~~a ·gold Atmining ~~least~~project ~~five~~ (5Rio Jalan Project) ~~trading~~in ~~days~~Olancho ~~must~~state ~~have~~in ~~passed since~~ the ~~last~~highlands ~~Purchase~~of ~~Notice~~Central ·Honduras. The Company’s ~~Common~~did ~~Stock~~not ~~must~~meet beits ~~DWAC~~obligations ~~eligible~~for ·the ~~Keystone’s~~consummation ~~beneficial ownership~~ of the ~~Company’s~~Commsa Acquisition ~~common~~by ~~stock~~March is31, ~~limited~~2022 ~~such~~as ~~that~~set ~~Keystone~~forth ~~may~~in ~~not purchase shares of Star’s common stock to~~ the ~~extent~~Commsa ~~that,~~Purchase ~~immediately~~Agreement; ~~following such purchase~~however, ~~Keystone~~the ~~would~~parties ~~own~~did ~~more~~not ~~than~~terminate ~~4.99%~~the ofCommsa ~~Star’s~~Purchase Agreement ~~total~~(it issued ~~and~~to ~~outstanding common stock~~Mr. ·Lemus ~~Selling~~only ~~Stockholder~~200,000 ~~shall~~shares ~~have~~of ~~received~~Common anStock ~~opinion~~and ~~from~~paid ~~our~~only ~~outside~~$75,000 ~~legal~~toward ~~counsel in~~ the ~~form~~required ~~previously~~$1,000,000 ~~agreed~~cash ~~to.~~payment), intending ·that ~~Trading of~~ the Company’s ~~Common~~would ~~Stock~~be ~~shall~~able ~~not~~to ~~have~~obtain ~~been suspended by~~ the ~~SEC,~~necessary ~~the~~funding ~~Trading~~later ~~Market~~and orto consummate the ~~FINRA~~Commsa Acquisition.

InOn ~~consideration~~August ~~for Keystone~~14, ~~entering~~2023, ~~into~~ the ~~Purchase~~Company ~~Agreement~~ and toJuan ~~induce~~Lemus ~~Keystone~~executed an addendum to ~~execute~~the ~~and~~Commsa ~~deliver~~Purchase Agreement which provided for the ~~Purchase~~extension ~~Agreement,~~of the Company’s ~~has~~obligations ~~agreed~~ to ~~issue~~pay ~~to Keystone~~ $1,000,000 ~~Commitment~~in cash, ~~Shares~~the ~~(as~~issuance ~~defined~~of ~~below).~~5,000,000 Inshares ~~addition,~~of the Company’s ~~agreed~~common tostock ~~provide Keystone with certain registration rights with respect~~ to ~~the~~Mr. ~~Commitment~~Lemus ~~Shares,~~ and ~~additional~~the ~~shares,~~payment ~~including~~of $7,500,000 ~~shares~~in ofworking ~~Common~~capital until ~~Stock~~September to30, be2023. ~~issued to~~On ~~Keystone~~September on28, ~~the~~2023, ~~date~~ the ~~initial~~parties ~~registration~~executed ~~statement~~the issecond ~~declared effective~~addendum, ~~and~~extending ~~2,274,588~~the ~~shares~~timing of the Company’s ~~Common Stock~~ ~~having~~payment anfrom ~~aggregate~~September ~~dollar value of $75~~30,~~000~~ ~~upon~~2023 ~~the~~to ~~investment~~December ~~by Keystone of more than $500~~31,~~000~~ in2023. ~~the~~The Company ~~under~~did ~~the~~not ~~Purchase~~make ~~Agreement (collectively,~~ the ~~“Additional~~required ~~Shares”).~~payments ~~The~~by ~~Commitment~~December ~~Shares~~31, ~~issued~~2023, and ~~the~~this ~~Additional~~Commsa Purchase ~~Shares~~Agreement ~~that~~has ~~may~~expired. beThe ~~issued~~parties toare ~~Keystone pursuant~~currently tonegotiating ~~the~~terms ~~Purchase~~for ~~Agreement~~entering ~~were~~into ~~issued~~a ~~and~~new ~~will~~purchase beagreement ~~issued~~for ~~pursuant~~the topurchase of anCommsa’s ~~exemption~~51% ~~from~~ownership ~~registration~~by ~~under~~ the ~~Securities Act~~Company.

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

~~There~~· isThe nototal ~~guarantee that~~purchase weprice ~~will~~of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be ~~able~~paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to ~~meet~~be paid by September 30, 2024, within 12 months of the ~~foregoing~~first ~~conditions~~payment. or· ~~any~~An ~~other~~additional ~~conditions~~5,000,000 ~~under~~as a working capital toward the ~~Purchase~~development ~~Agreement~~of orthe ~~that~~Genesis weplants, ~~will~~with $2,000,000 to be ~~able~~paid by July 31, 2023, and the remaining $3,000,000 to ~~draw~~ ~~down~~be ~~any~~paid ~~portion~~by July 31, 2024, within 12 months of the ~~amounts~~first ~~available~~payment. ~~under~~· Engagement of a patent attorney and pay for the ~~Purchase~~cost ~~Agreement~~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.

~~Pursuant~~The toparties ~~the~~agreed ~~Registration Rights~~that ~~Agreement,~~the onclosing ~~June~~of ~~15,~~the ~~2023,~~transactions contemplated weby ~~filed~~ the ~~registration~~Lion ~~statement~~Works onPurchase ~~Form~~Agreement ~~S-1~~will ~~(SEC~~occur ~~File~~on ~~No.~~or ~~333-272671),~~before asMarch ~~amended~~19, on2023 ~~August~~or ~~28, 2023,~~at tosuch ~~register~~other ~~for~~time ~~resale~~and byplace ~~Keystone~~as upthe toBuyer and ~~75,000,000~~the ~~shares~~Seller ofmay ~~Common~~agree, ~~Stock~~provided that ~~may~~(i) ~~purchase under~~ the ~~Purchase~~Seller ~~Agreement~~receives (the ~~“Initial Registration~~first ~~Statement”).~~tranche ~~The effectiveness~~ of ~~the~~working ~~Initial~~capital ~~Registration~~funds ~~Statement~~in isthe aamount ~~condition~~of ~~precedent~~$2,000 prior to ~~our~~the ~~ability~~execution toand ~~sell shares~~delivery of ~~our~~(i) ~~Common~~the ~~Stock~~paperwork tonecessary ~~Keystone~~for ~~under~~ the ~~Purchase~~attorney ~~Agreement.~~to ~~The~~complete ~~Company~~the ~~will~~patent ~~use~~submission, ~~its~~(ii) ~~commercially~~all ~~reasonable~~documentation necessary ~~efforts~~for ~~to amend~~ the ~~Initial~~buyer ~~Registration~~to ~~Statement~~market orthe ~~file~~Genesis ~~a new registration statement~~program, to(iii) ~~cover~~any ~~all~~other ofdocument, ~~such~~certificate ~~Registrable~~or ~~Securities,~~instrument ~~subject~~ to ~~any~~consummate ~~limits~~the transactions ~~that~~contemplated ~~may be imposed~~ by the ~~SEC~~Lion ~~pursuant~~Works toPurchase ~~Rule 415 under the Securities Act~~Agreement.

On ~~October~~ 30July 21, 2023, ~~Gries~~ &Juan ~~Associates,~~Lemus ~~LLC~~and ~~(“Gries”)~~the ~~informed~~Company ~~Star~~executed the ~~Alliance~~first ~~International~~addendum ~~Corp.~~to (the ~~“Company”) that~~Lion ~~Gries~~Works ~~was~~Purchase ~~resigning~~Agreement, as pursuant to which the Company’s ~~independent~~obligations ~~registered~~to ~~public~~pay ~~accounting~~$2,000,000 ~~firm~~as working capital was extended until September 30, 2023. On ~~October~~September 3028, 2023, the ~~Company~~parties ~~appointed GreenGrowth~~executed ~~CPAs~~the second addendum, aswhich extended the terms of the Company’s ~~independent~~payments ~~registered~~to ~~public~~December ~~accounting~~31, ~~firm~~2023. ~~for~~The Company did not make the ~~year~~required ~~ending~~payments ~~June~~by 30December 31, ~~2024~~2023, ~~effective~~and ~~immediately~~the Lion Works Purchase Agreement has expired. The parties are currently negotiating the terms of a new agreement for the purchase of 51% ownership of Lion Works by the Company.

On December 4, 2023, the Company signed a consulting agreement (the “Agreement”) with the Knightsbridge Group (“Knightsbridge”) with the effective date of December 11, 2023 to collaborate and leverage their respective strengths to achieve objectives in the Asian market. The terms of the Agreement amended and superseded the terms of the Memorandum of Understanding the parties executed on November 6, 2023.18

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

AsOn ofMarch 15, 2023, the ~~date~~Company ofentered ~~this~~into ~~Quarterly~~and ~~Report~~executed the Purchase Agreement and a Registration Rights Agreement with Keystone, ~~Knightsbridge~~pursuant ~~has~~to ~~concluded~~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 ~~research~~Common ~~aimed~~Stock at(the ~~exploring~~“Shares”), pursuant to separate purchase notices to be delivered by the ~~feasibility~~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 ~~potential~~not ~~benefits~~more than $75,000 worth of ~~issuing~~the aCompany’s Common ~~gold~~Stock. The price per share of Common Stock shall be eighty-~~linked~~five ~~Digital~~percent ~~asset~~(85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.

OnOur ~~January~~ability 5,to ~~2024,~~require ~~the~~Keystone ~~Company~~to ~~filed~~purchase the ~~Certificate~~ ~~of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”),~~Shares ~~pursuant~~under ~~to which 1,000,000 shares of Series D Stock were designated 1,000,000 shares of Series D Stock for issuance. On January 18, 2024,~~ the ~~Company~~Purchase ~~filed~~Agreement anis ~~amendment~~subject to ~~its~~various ~~Articles~~limitations ofand ~~Incorporation~~conditions, ~~which~~including ~~increased~~but ~~the~~not ~~authorized~~limited ~~common stock of the Company~~ to ~~950,000 shares. These shares will primarily be used for acquisitions and to complete~~ the ~~remaining conversions necessary to pay off the remaining debt.~~following:

20· 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

~~Results~~In ofconsideration ~~Operations~~ for Keystone entering into the ~~Three~~Purchase ~~Months~~Agreement ~~Ended~~and ~~December~~to 31induce Keystone to execute and deliver the Purchase Agreement, ~~2023~~the Company has agreed to issue to Keystone 1,000,000 Commitment Shares (as ~~Compared~~defined below). In addition, the Company agreed to provide Keystone with certain registration rights with respect to the ~~Three~~Commitment ~~Months~~Shares, ~~Ended~~and ~~December~~additional 31shares, ~~2022~~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.

~~Operating expenses~~19

~~General~~There ~~and~~is ~~administrative~~no ~~expenses~~guarantee ~~(“G&A”)~~that ~~were~~we ~~$38,493~~will ~~for~~be ~~the~~able ~~three~~to ~~months~~meet ~~ended~~the ~~December~~foregoing ~~31,~~conditions ~~2023,~~or ~~compared~~any toother ~~$310,158~~conditions ~~for~~under the ~~three~~Purchase ~~months~~Agreement ~~ended~~or ~~December~~that ~~31,~~we ~~2022,~~will abe ~~reduction of~~able ~~$271,665. The reduction was mainly due~~ to ~~much~~draw down ~~smaller~~any ~~general~~portion ~~overheads~~of ~~for~~the ~~head~~amounts ~~office~~available ~~costs~~under ~~as well as for~~ the ~~Troy~~Purchase ~~mine as no work was performed during this quarter~~Agreement.

~~Professional~~Pursuant ~~fees~~to ~~were~~the ~~$26~~Registration Rights Agreement,~~948~~ ~~for~~on June 15, 2023, we filed the ~~three~~registration ~~months ended~~statement ~~December~~on 31Form S-1 (SEC File No. 333-272671), as amended on August 28, 2023, ~~compared~~to register for resale by Keystone up to ~~$67~~75,000,000 ~~for~~shares of Common Stock that may purchase under the ~~three~~Purchase ~~months~~Agreement ~~ended~~(the ~~December~~“Initial Registration ~~31,~~Statement”). ~~2022,~~The effectiveness of the Initial Registration Statement is a ~~decrease~~condition ofprecedent ~~$40,052.~~to ~~Professional~~our ~~fees~~ability ~~consist~~to sell ~~mainly~~shares of ~~legal,~~our ~~accounting~~Common ~~and~~Stock ~~audit~~to ~~expense~~Keystone under the Purchase Agreement. The ~~decrease~~Company inwill ~~the~~use ~~current~~its ~~period~~commercially isreasonable ~~due~~efforts to amend the Initial Registration Statement or file a ~~reduction~~new inregistration ~~legal~~statement, ~~and~~to ~~audit~~cover ~~fees~~all ~~during~~of such Registrable Securities, subject to any limits that may be imposed by the ~~period~~SEC pursuant to Rule 415 under the Securities Act.

~~Consulting~~On October ~~fees~~30, ~~were~~2023, Gries ~~$12~~& Associates,~~500~~ ~~for~~LLC ~~the~~(“Gries”) ~~three~~informed ~~months ended~~Star ~~December~~Alliance ~~31,~~International ~~2023,~~Corp. ~~compared~~(the to“Company”) that ~~$514,718~~Gries ~~for~~was resigning as the ~~three~~Company’s ~~months~~independent ~~ended~~registered ~~December~~public ~~31,~~accounting ~~2022~~firm. ~~The~~On ~~reduction~~October of30, ~~$502~~2023,~~218~~ ~~was~~the ~~mainly~~Company ~~due to~~appointed aGreenGrowth ~~reduction~~CPAs, inas ~~non~~the ~~cash~~Company’s ~~consulting~~independent ~~expenses~~registered ~~during~~public accounting firm for the ~~current~~year ~~period~~ending June 30, 2024, effective immediately.

~~Director~~On ~~compensation~~December ~~was~~4, ~~$0 and $197~~2023,~~400~~ ~~for~~ the ~~three~~Company ~~months~~signed ~~ended~~a ~~December~~consulting agreement ~~31,~~(the ~~2023~~“Agreement”) ~~and~~with ~~2022,~~the ~~respectively.~~Knightsbridge ~~The~~Group ~~reduction~~(“Knightsbridge”) iswith ~~due to~~ the ~~fact~~effective ~~that~~date noof ~~non~~December 11, ~~cash~~2023 ~~payments~~to incollaborate ~~the~~and ~~form of~~leverage ~~shares~~their ~~were~~respective ~~issued~~strengths to ~~the~~achieve ~~Directors~~objectives byin the ~~Company during the period~~Asian market. ~~Our~~The ~~President~~terms ~~and~~of ~~Chairman~~the ~~signed~~Agreement aamended ~~new~~and ~~employment~~superseded ~~agreement on~~the ~~March~~terms ~~15,~~of ~~2023~~the ~~and~~Memorandum ~~monthly~~of ~~compensation~~Understanding ~~was~~the ~~increased~~parties toexecuted ~~$20,000~~on November ~~per month commencing January 1~~6, 2023. ~~This compensation was accrued if Officer compensation.~~

~~Officer~~The ~~compensation~~Agreement ~~was~~provided ~~$105,000~~for the development and ~~$45,000~~issuance ~~for~~of ~~the~~a ~~three~~Digital ~~months~~Gold ~~ended~~Coin ~~December~~(“DGC”) 31by Knightsbridge, ~~2023~~backed by the Company’s gold assets, provided that DGC will not be issued unless and ~~2022~~until ~~respectively.~~all ~~Our~~the ~~President~~necessary paperwork required by the SEC and ~~Chairman~~any ~~signed~~other agovernment ~~new~~agency ~~employment~~were ~~agreement~~completed onand ~~March~~timely filed; 15exploration of additional opportunities related to digital assets, ~~2023~~equity and ~~monthly~~derivatives, ~~compensation~~to ~~was~~enhance ~~increased~~the toCompany’s ~~$20~~financial standing and growth; other consulting,~~000~~ ~~per~~advisory ~~month~~services ~~commencing~~by ~~January~~Knightsbridge 1,in ~~2023.~~the ~~Our~~Asian ~~Chief~~markets, ~~Financial~~in ~~Officer~~consideration ~~signed~~for (a) issuance of 48,000,000 ~~new~~shares ~~employment~~of ~~agreement~~the onCompany’s ~~March~~common 15stock; (b) 50,000 ~~2023~~shares ~~and~~of ~~monthly~~the ~~compensation~~newly-designated Series D Convertible Preferred Stock, with the right to ~~was~~convert ~~increased~~each share of Series D Convertible Preferred Stock to ~~$15,000~~(500) ~~per~~common ~~month~~shares ~~commencing~~of ~~January~~Common 1,Stock ~~2023.~~of the Company in 12 months; and ~~The~~(c) ~~increase~~ten (10) percent of ~~$60~~the developed and issued DGC,~~000~~ inwill ~~officer~~be ~~compensation~~retained ~~was~~by ~~due~~KG toas ~~the~~payment ~~inclusion~~for development and maintenance of the ~~President’s~~DGC ~~compensation~~developed for the Company.

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

~~For~~On January 5, 2024, the ~~three~~Company ~~months~~filed ~~ended~~the ~~December~~Certificate of 31Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), ~~2023~~pursuant ~~and~~to ~~2022~~which 1,000,000 weshares ~~had~~of ~~interest~~Series ~~expense~~D Stock were designated 1,000,000 shares of ~~$110~~Series D Stock for issuance. On January 18,~~498~~ ~~and~~2024, ~~$67~~the Company filed an amendment to its Articles of Incorporation,~~855~~ ~~respectively.~~which ~~The~~increased ~~increase~~the inauthorized ~~interest~~common ~~expense~~stock ~~was~~of ~~due~~the Company to ~~interest~~950,000 ~~payments~~shares. ~~due~~These onshares ~~loans~~will primarily be used for acquisitions and to complete the ~~company~~remaining ~~prior~~conversions necessary to ~~debt~~pay ~~being~~off ~~repaid~~the remaining debt.

~~Net~~Results ~~Loss~~of Operations for the three Months Ended March 31, 2024 as compared to the three Months Ended March 31, 2023

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

~~Results~~General ofand ~~Operations~~administrative expenses (“G&A”) were $24,291 for the ~~Six~~three ~~Months~~months ~~Ended~~ended ~~December~~March 31, ~~2023 as~~2024, ~~Compared~~compared to $80,556 for the ~~Six~~three ~~Months~~months ~~Ended~~ended ~~December~~March 31, ~~2022~~2023, a reduction of $56,265. 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.

~~Operating~~Professional ~~expenses~~fees were $10,050 for the three months ended March 31, 2024, compared to $22,130 for the three months ended March 31, 2023, a decrease of $12,080. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to a reduction in legal and audit fees during the period.

General and administrative expenses (“G&A”) were $58,908 for the six months ended December 31, 2023, compared to $878,602 for the six months ended December 31, 2022, a reduction of $819,694. The reduction was mainly due to much smaller general overheads for head office costs as well as for the Troy mine as no work was performed during this quarter.20

~~Professional~~Consulting fees were $2940,~~948~~500 for the ~~six~~three months ended ~~December~~March 31, ~~2023~~2024, compared to $6716,~~000~~500 for the ~~six~~three months ended ~~December~~March 31, ~~2022,~~2023. anThe ~~decrease~~increase of $3724,~~052.~~000 ~~Professional~~was ~~fees consist~~ mainly ~~of legal, accounting and audit expense. The decrease in the current period is~~ due to aan ~~reduction~~ increase in ~~legal~~consulting ~~and~~expenses ~~audit costs~~ during the current period.

21Director compensation was $0 and $60,000 for the three months ended March 31, 2024 and 2023, respectively. The reduction is due to the fact that no non cash payments in the form of shares were issued to the Directors by the Company during the period. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. This compensation was accrued as Officer compensation.

~~Consulting~~Officer ~~fees~~compensation ~~were~~was $12105,~~500~~000 ~~for~~and $45,000 for the ~~six~~three months ended ~~December~~March 31, 2024 and 2023 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 ~~compared~~and monthly compensation was increased to $20,000 per month commencing January 1,~~094,093~~ ~~for~~2023. ~~the~~Our ~~six~~Chief ~~months~~Financial ~~ended~~Officer ~~December~~signed 31a new employment agreement on March 15, ~~2022.~~2023 ~~The~~and ~~reduction~~monthly ofcompensation to was increased to $115,~~081,593~~000 ~~was~~per ~~mainly~~month ~~due~~commencing January 1, 2023. The toincrease aof ~~reduction~~$60,000 in ~~non~~officer ~~cash~~compensation ~~expenses~~was ~~during~~due to the ~~current~~inclusion ~~period~~of the President’s compensation.

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

~~Officer~~For ~~compensation was $210,000 and $1,490,000 for~~ the ~~six~~three months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023, we ~~respectively.~~had ~~Our~~interest ~~President~~expense ~~and~~of ~~Chairman signed a new employment agreement on March 15~~$59,117 ~~2023~~ and ~~monthly compensation was increased to~~ $2056,~~000~~151 ~~per month commencing January 1, 2023~~respectively. ~~Our~~The ~~Chief~~increase ~~Financial~~in ~~Officer~~interest ~~signed~~expense ~~a new employment agreement on March 15, 2023 and monthly compensation to~~ was ~~increased~~due to ~~$15,000~~interest ~~per~~payments ~~month~~made ~~commencing~~on ~~January 1, 2023.~~loans ~~The reduction of $1,280,000 in officer compensation was mainly due~~ to the ~~elimination~~company ofprior ~~non-cash~~to ~~stock~~debt ~~compensation~~being ~~expenses~~repaid.

~~Other~~Net ~~income (expense)~~Loss

~~For~~Net loss for the ~~six~~three months ended ~~December~~March 31, ~~2023 and~~2024 ~~2022~~was $868,815 wecompared ~~had~~to ~~interest~~$384,000 ~~expense~~for ofthe ~~$175,121~~three ~~and~~months ~~$203~~ended March 31,~~510~~ ~~respectively~~2023. The ~~reduction~~increase in ~~interest~~our ~~expense~~net ~~was~~loss is due to ~~lower~~an ~~interest~~increase ~~due~~of onthe ~~loans~~loss toon conversion of preferred stock, the ~~company~~change ~~prior~~in tofair ~~debt~~value ~~being~~of ~~repaid~~the derivative and an increase in impairment expenses during the period.

~~Net~~Results ~~Loss~~of Operations for the Nine Months Ended March 31, 2024 as Compared to the Nine Months Ended March 31, 2023.

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

~~LIQUIDITY~~General ~~AND~~and ~~CAPITAL~~administrative ~~RESOURCES~~expenses (“G&A”) were $83,199 for the nine months ended March 31, 2024, compared to $959,158 for the nine months ended March 31, 2023, a reduction of $875,959. The reduction was mainly due to much smaller general overheads for head office costs primarily due to a significant reduction in investor relations costs as well as for the Troy mine as no work was performed during this quarter.

~~The~~Professional ~~accompanying~~fees ~~unaudited~~were ~~financial~~$39,998 ~~statements have~~for ~~been prepared assuming that~~ the ~~Company~~nine ~~will~~months ended ~~continue~~March ~~as a going concern~~31, ~~which contemplates continuity of operations~~2024, ~~realization of~~compared ~~assets,~~to ~~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~~ $2689,~~514,657~~130 asfor ~~of December 31, 2023. For~~ the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, ~~the~~an ~~Company had~~decrease ~~a net loss~~ of $~~966~~49,~~863~~132. ~~which~~Professional ~~included~~fees ~~the~~consist mainly ~~loss on conversion~~ of ~~preferred~~legal, ~~stock~~accounting and ~~derivatives~~audit ~~associated with convertible debt~~expense. We ~~used~~The ~~($234,586)~~decrease ~~cash~~ in ~~operating~~the ~~activities.~~current ~~Due~~period tois ~~these~~due ~~conditions,~~to ita ~~raises~~reduction ~~substantial~~in ~~doubt~~legal ~~about~~and ~~the~~audit ~~Company’s~~costs ~~ability~~during tothe ~~continue as a going concern~~period.

~~Net~~Consulting ~~cash~~fees ~~used~~were ~~in operating activities was~~ $~~(163~~53,~~091) during~~000 for the ~~six~~nine months ended ~~December~~March 31, ~~2023~~2024, compared to $~~(180~~1,~~861)~~110,593 infor the ~~six~~nine months ended ~~December~~March 31, ~~2022~~2023. WeThe ~~had~~reduction aof ~~loss~~$1,057,593 onwas ~~conversion of~~mainly ~~preferred~~due ~~stock~~to a reduction in ~~the~~shares ~~amount~~issued offor ~~$306,373~~fees during the current period.

~~Net~~Director ~~cash~~compensation ~~provided by financing activities~~ was $~~163,721~~0 and $~~111~~3,~~225~~207,400 for the nine ~~six~~ months ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023, respectively. InThe reduction is due to the ~~six~~fact ~~months~~that ~~ended~~no ~~December~~non 31cash 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 ~~2022~~compensation wewas ~~received~~increased to $8020,000 ~~and~~per month commencing January 1, 2023. The reduction of $971,~~250~~409,000 ~~from~~in Director’s compensation was mainly due to the ~~sale~~elimination during the period of ~~preferred~~non-cash stock compensation payments.

~~Over the next twelve months, we expect our principal source of liquidity will be raised from the sale of stock, a private placement offering or from an institutional lender.~~21

~~Off~~Officer compensation was $315,000 and $2,995,000 for the nine months ended March 31, 2024 and 2023 respectively. Our President and Chairman signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The reduction of $2,680,000 in officer compensation was mainly due to the elimination of non-~~Balance~~cash ~~Sheet~~stock ~~Arrangements~~compensation expenses.

WeOther doincome 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.(expense)

22For the nine months ended March 31, 2024 and 2023, we had interest expense of $234,238 and $259,661 respectively. The reduction in interest expense was due to lower interest due on loans to the company prior to debt being repaid.

~~Critical~~Net ~~Accounting Policies~~Loss

WeNet ~~have~~loss ~~identified~~for the ~~policies~~nine ~~outlined below~~months asended ~~critical~~March to31, ~~our~~2024 was ~~business~~$1,835,678 ~~operations~~compared ~~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~~$9,943,420 for the ~~accounting~~nine ~~treatment~~months ofended aMarch ~~particular transaction is specifically dictated by accounting principles generally accepted in the United States~~31, ~~with no need for management's judgment in their application~~2023. The ~~impact~~large ~~and~~decrease ~~any~~in ~~associated risks related to these policies on~~ our ~~business~~net ~~operations~~loss is ~~discussed~~primarily ~~throughout~~due ~~management's Discussion and Analysis or Plan of Operation~~to ~~where~~the ~~such~~elimination ~~policies affect our reported and expected financial results. Note that our preparation~~ of ~~the~~non-cash ~~financial~~stock ~~statements~~compensation ~~requires us~~expense toduring ~~make estimates and assumptions that affect~~ the ~~reported amount of assets and liabilities~~period, ~~disclosure~~the ofreduction ~~contingent~~in ~~assets and liabilities at~~ the ~~date~~loss ofon ~~our financial statements, and~~ the ~~reported~~conversions ~~amounts~~ of ~~revenue~~preferred stock and ~~expenses~~a ~~during~~reduction ~~the~~in ~~reporting~~operating ~~period~~expenses. ~~There can be no assurance that actual results will not differ from those estimates.~~

~~Item~~LIQUIDITY 3.AND ~~Quantitative~~CAPITAL ~~and Qualitative Disclosure about Market Risk~~RESOURCES

~~This~~The ~~item~~accompanying isunaudited ~~not~~financial ~~applicable~~statements have been prepared assuming that the Company will continue as wea ~~are~~going concern, which contemplates continuity of operations, realization of ~~currently~~assets, ~~considered~~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 $27,383,472 as of March 31, 2024. For the nine months ended March 31, 2024, the Company had a ~~smaller~~net ~~reporting~~loss ~~company~~of $1,835,678 which included the loss on conversion of preferred stock and derivatives associated with convertible debt. We used ($252,637) cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

~~Item~~Net 4cash used in operating activities was $(252,637) during the nine months ended March 31, 2024, compared to $(405,769) in the nine months ended March 31, 2023. ~~Controls~~We had a loss on conversion of preferred stock in the amount of $306,373 During the nine months ended March 31, 2024 and ~~Procedures~~$911109 in the nine months ended March 31, 2023.

WeNet ~~maintain~~cash ~~disclosure~~provided ~~controls and procedures that are designed to ensure that information required to be disclosed~~ by usfinancing inactivities ~~reports~~was ~~that we file or submit under the Securities~~$248,721 ~~Exchange~~and ~~Act of 1934~~$337,652 asfor ~~amended (~~the ~~“Exchange~~nine ~~Act”),~~months isended ~~recorded,~~March ~~processed~~31, ~~summarized~~2024 and ~~reported~~2023, ~~within~~respectively. ~~the~~In ~~time periods specified in~~ the ~~Securities~~nine ~~and~~months ~~Exchange~~ended ~~Commission~~March ~~(SEC) rules and forms~~31, ~~and~~2024 ~~that such information is accumulated~~ and ~~communicated~~2023 ~~to our~~we ~~management~~received $90,000 ~~including our Chairman, Chief Executive Officer (“CEO”)~~ and ~~Chief Financial Officer (“CFO”)~~$261,200 ~~as appropriate,~~from tothe ~~allow~~sale ~~timely~~of ~~decisions~~preferred ~~regarding required disclosure~~stock.

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

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 costOff-~~benefit relationship~~Balance ofSheet 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.Arrangements

~~Evaluation~~We ofdo ~~Disclosure~~not ~~Controls~~have any off-balance sheet arrangements ~~and~~that ~~Procedures~~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.

~~Our~~Critical ~~CEO~~Accounting and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.Policies

~~Changes~~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 ~~Internal~~the ~~Control~~United ~~over~~States, with no need for management's judgment in their application. The impact and any associated ~~Financial~~risks ~~Reporting~~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.

Such officers also confirmed that there was no change in our internal control over financial reporting during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.22

23Item 3. Quantitative and Qualitative Disclosure about Market Risk.

~~PART~~This IIitem -is ~~OTHER~~not ~~INFORMATION~~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 March 31, 2024, 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 nine months ended March 31, 2024 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 October 16 and 19, 2023, the Company issued 15,288,889 and 15,280,000 shares of common stock to Geneva Roth Holdings, Inc. upon conversion of the convertible promissory note.

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

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

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

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

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

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

On January 12, 2024 the Company issued 12,704,274 shares of common stock to AES Capital Management, LLC. as a conversion of the convertible promissory note.

On January 22, 2024 the Company issued 8,743,701 shares of common stock to AES Capital Management, LLC. as a conversion of the convertible promissory note.

On January 29, 2024 the Company issued 23,500,000 shares of common stock to Quick Capital. as a conversion of the convertible promissory note.

On January 30, 2024 the Company issued 23,500,000 shares of common stock to Rock Bay Partners. as a conversion of the convertible promissory note.

On March 7, 2024 the Company issued 22,051,282 shares of common stock to AES Capital management, LLC. as a conversion of the convertible promissory note.

On March 7, 2024 the Company issued 22,051,282 shares of common stock to Quick Capital. as a conversion of the convertible promissory note.

On March 22, 2024 the Company issued 5,000,000 shares of common stock to Keystone Capital Partners, LLC as a conversion of the convertible promissory note.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

~~None~~During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

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

Exhibit Description

Exhibit		Description

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

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

SIGNATURES

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

	Star Alliance International Corp.
Dated: February 14, 2024	By:	/s/ Richard Carey
Dated: June 20, 2024	By:	/s/ Richard Carey
		Richard Carey President and Chairman (Principal Executive Officer)

Dated: February 14, 2024	By:	/s/ Antony Anish
Dated: June 20, 2024	By:	/s/ Antony Anish
		Antony Anish Chief Financial Officer (Principal Financial and Accounting Officer)

Filing Compare · Star Alliance International Corp.