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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2023~~2024

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

For the transition period from ___________ to ___________

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.)

2900 West Sahara Avenue, # 800

Las Vegas, NV 89102

(Address of principal executive offices)

833-443-7827

(Registrant’s telephone number)

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨

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 x

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	x	Smaller reporting company	x
		Emerging Growth Company	¨

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

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

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

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

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

At December 31, ~~2022~~2023, the aggregate market value of the voting common stock held by non-affiliates of the registrant was $43,~~110~~532,~~121~~712.

As of ~~October~~January 1314, ~~2023~~2025, there were ~~308~~951,~~156~~887,~~163~~254 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

STAR ALLIANCE INTERNATIONAL CORP.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended June 30, 2023

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	6047
Item 1B.	Unresolved Staff Comments	6048
Item 2.	Properties	60
Item 1C.	Cybersecurity	48
Item 3.	Legal Proceedings	60
Item 2.	Properties	48
Item 4.	Mine Safety Disclosures	60
Item 3.	Legal Proceedings	48
Item 4.	Mine Safety Disclosures	48
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6149
Item 6.	Selected Financial Data	6352
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6353
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6554
Item 8.	Financial Statements and Supplementary Data	6655
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6756
Item 9A.	Controls and Procedures	6756
Item 9B.	Other Information	6857
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	6958
Item 11.	Executive Compensation	7462
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7563
Item 13.	Certain Relationships and Related Transactions, and Director Independence	7563
Item 14.	Principal Accounting Fees and Services	7664
PART IV
Item 15.	Exhibits	7765
Item 16	Form 10-K Summary	7866
	Signatures	7967

Forward Looking Statements

This annual report on form 10-K (the “Annual Report”) of Star Alliance International Corp. (“the Company”, “we”, “us”) contains forward-looking statements, which can be identified by the use of words such as such “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” and words of similar meaning. These forward-looking statements include, but are not limited to:

·	statements of our goals, intentions and expectations;
·	statements regarding our business plans, prospects, growth and operating strategies;
·	statements regarding the quality of our loan and investment portfolios; and
·	estimates of our risks and future costs and benefits.

These forward-looking statements are based on the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report.

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

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

Our results may be materially different from those indicated by these forward-looking statements. Given these uncertainties, readers of this Annual Report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

PART I

Item 1. Business

History

The Company was incorporated in the State of Nevada on April 17, 2014 under the name Asteriko Corp.” Our prior business plan, which generated limited or no earnings, included interior decorating products, and a travel and tourism service. On May 14, 2018, our current Chairman, President and director, Richard Carey, acquired approximately 62.15% ownership of the Company, constituting a change of control transaction. On January 6, 2017, the Company amended its Articles of Incorporation, effecting the change of its name to “Star Alliance International Corp.” As of the date of this Annual Report, the Company does not have subsidiaries.

Troy Acquisition

On August 13, 2019, the Company acquired the assets of Troy Mining Corp, a Nevada corporation pursuant to the asset purchase agreement dated June 13, 2019 (the “Troy Asset Acquisition”), which included 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims, including a production processing mill together with associated buildings, all the mining and support equipment at the Troy mine site, all the Troy mining claims, and related geological reports relating to the property, assay reports on the property, and all core drilling samples. In consideration for the Troy Asset Acquisition, the Company issued to Troy a promissory note in principal amount of $500,000 (the “Purchase Note”), and 1,883,000 shares of a Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022. The Company is currently working with the US Forest Service, National Park Service and BLM to finalize the permits to reopen the mine. No permits have been issued yet. The Company expects to restart mining operations in 2024.

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

On December 15, 2021, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Juan Lemus, the sole shareholder of Commsa. The Share Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022 as set forth in the Share Purchase Agreement; however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the Commsa Acquisition.

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

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

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

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

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

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

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

The Company continues to negotiate with Juan Lemus on terms for a new contract.

Consulting Agreement with the Knightsbridge Group

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. The terms of the Agreement amended and superseded the terms of the Memorandum of Understanding the parties executed on November 6, 2023. The Agreement provides that the Company will engage Knightsbridge to develop and issue Digital Gold Coin (“DGC”), 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. In addition, Knightsbridge shall provide other consulting, advisory services in the Asian markets. In consideration for these services, the Company agreed to (a) issue to Knightsbridge 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 Knightsbridge as payment for development and maintenance of the DGC developed for the Company. As of the date of this prospectus, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset, but the DGC has not been developed yet. Based on this research and discussions between the parties, the Company authorized Kingsbridge to gather the information and to start the preparation of the necessary steps required for a registration statement to be filed with the SEC. The Company is planning to file a registration statement registering the DGC with the SEC as soon as possible.

Purchase Agreement and Registration Rights Agreement with Keystone.

On March 15, 2023, the Company entered into and executed the Purchase Agreement and a Registration Rights Agreement with Keystone, pursuant to which the Company shall have the right, but not the obligation, to direct Keystone, an unrelated third party, to purchase up to 75,000,000 shares of its Common Stock (the “Shares”), pursuant to separate purchase notices to be delivered by the Company to Keystone from time to time (each, a “Purchase Notice”). The Purchase Agreement provides that each Purchase Notice may be for not less than $20,000 and not more than $75,000 worth of the Company’s Common Stock. The price per share of Common Stock shall be eighty-five percent (85%) of the average of the closing prices per share of the Company’s Common Stock for five (5) trading days preceding the purchase.

Our ability to require Keystone to purchase the Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:

· The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company; · The Company shall deliver to Keystone on the Commencement Date (as defined in the Purchase Agreement) the compliance certificate executed by the Company’s executive officer · The initial registration statement, which covers the resale by Keystone of the Registrable Securities (as defined in the Registration Rights Agreement), including the Commitment Shares and the shares to be issued pursuant to the Purchase Notice, shall have been declared effective under the Securities Act by the SEC, and Keystone shall be permitted to utilize the prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in that prospectus · The applicable purchase price for each Purchase Notice must be not less than $0.01 per share · At least five (5) trading days must have passed since the last Purchase Notice · The Company’s Common Stock must be DWAC eligible · Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock. · Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to. · Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA

	·	The applicable purchase price for each Purchase Notice must be not less than $0.01 per share

	·	At least five (5) trading days must have passed since the last Purchase Notice

	·	The Company’s Common Stock must be DWAC eligible

	·	Keystone’s beneficial ownership of the Company’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock.

	·	Selling Stockholder shall have received an opinion from our outside legal counsel in the form previously agreed to.

	·	Trading of the Company’s Common Stock shall not have been suspended by the SEC, the Trading Market or the FINRA

In consideration for Keystone entering into the Purchase Agreement and to induce Keystone to execute and deliver the Purchase Agreement, the Company has agreed to issue to Keystone 1,000,000 Commitment Shares (as defined below). In addition, the Company agreed to provide Keystone with certain registration rights with respect to the Commitment Shares, and additional shares, including 500,000 shares of Common Stock to be issued to Keystone on the date the initial registration statement is declared effective, and 2,274,588 shares of the Company’s Common Stock having an aggregate dollar value of $75,000 upon the investment by Keystone of more than $500,000 in the Company under the Purchase Agreement (collectively, the “Additional Shares”). The Commitment Shares issued and the Additional Shares that may be issued to Keystone pursuant to the Purchase Agreement were issued and will be issued pursuant to an exemption from registration under the Securities Act.

There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.

Pursuant to the Registration Rights Agreement, on June 15, 2023, we filed the registration statement on Form S-1 (SEC File No. 333-272671), as amended on August 28, 2023, to register for resale by Keystone up to 75,000,000 shares of Common Stock that may purchase under the Purchase Agreement (the “Initial Registration Statement”). The effectiveness of the Initial Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Keystone under the Purchase Agreement. The Company will use its commercially reasonable efforts to amend the Initial Registration Statement or file a new registration statement, to cover all of such Registrable Securities, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.

Smaller Reporting Company Status

We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Business Overview

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

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

Acquisition Strategy

Our acquisition strategy is to acquire gold mining and other mining properties worldwide, environmentally safe technologies both in mining and other business areas that will help us to grow and to enhance our overall monetization strategy. Particularly, the Company is focused on the acquisition of companies or majority interests in companies that are employing highly specialized, environmentally safe and patented technologies for the extraction of gold, silver and other metals including lithium and rare earth elements with an additional focus on biodegradable technologies that will dramatically improve many everyday applications.

As of the date of this Annual Report, we are also exploring acquisitions of assets and ~~majority~~ interests in companies related to artificial ~~intelligence~~ intelligence technology and in majority ownership of Companies in the fintech arena. We are currently negotiating the terms of these potential acquisitions and once these terms are final, we will enter into one or more definitive agreements.

Troy Asset Acquisition

As a result of the Troy Asset Acquisition, the Company acquired 78 gold mining claims consisting of approximately 1600 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims, including a production processing mill together with associated buildings, all the mining and support equipment at the Troy mine site, all the Troy mining claims, and related geological reports relating to the property, assay reports on the property, and all core drilling samples.

The federal government became involved in the gold mine when prosecuting the then owner and made a request of Dr. Robert B. Garcia to place an estimated value upon the project. Mr. Garcia has a long history as a developer, owner and operator of numerous mines and mining companies and a consultant for the mining and precious metal industries. He graduated from Arizona State University with a degree in chemistry, but his vocational experience is mainly as a metallurgist. He also consults within the mining industry as an expert witness in court litigation’s and has served as an assay referee in large bulk precious metals purchases and evaluations of mine properties for ore values and is a Board of Directors member of a Swiss Bullion License, duly appointed and registered with the Swiss Government which is why the federal government chose him as its consultant for this project. Mr. Garcia’s testimony under oath to the court on behalf of the federal government were significant and resulted in Star’s acquisition of the mine from the current owners.

This valuation was prepared on August 5, 2004, and although this area has not been mined since 2002, the Company recognizes that a new Technical Report and Appraisal prepared under US current standards and regulations with extensive core drilling is needed. Management intends to use some of the funds raised from the S 1 registration to complete the drilling and updated valuation.

The Company is currently working with the US Forest Service, National Park Service and Bureau of land Management (“BLM”) to finalize the permits to reopen the mine. No permits have been issued yet. The Company expects to restart mining operations in 2024.

Previous Work on the Troy Claims:

The history of gold mining in Mariposa County dates back to placer mining by Mexicans or Californians of Spanish descent in 1848. Details concerning work in this time are limited. The discovery of lode gold in Mariposa is generally credited to Kit Carson and the discovery of the Mariposa mine in 1849; however, it is possible that the Mexicans were mining bedrock gold in Mariposa County prior to this discovery.

Subsequent to this discovery, large portions of Mariposa County were covered by land grants issued to John Fremont (The Las Mariposas Spanish Land Grant) and the Cook Estate. Because these grants and their private administration covered much of the Mother Lode, mining and development of the area was not conducted in the same fashion as claims located on public land.

The 78 current mining claims registered to Troy Mining Corporation are located west/southwest of El Portal, California and are located on BLM land. The claims are accessible via California State route 140 with the prime portals located approximately two to two and one-half (2 – 2 ½) miles east of Hwy 140 (based on a direct route). There is a graded dirt road that connects the portals located the greatest distance from Hwy 140 with the highway that is owned and maintained by Star. This road is approximately eight (8) miles in length due to the many required switch-backs in order to build the road into the side of the mountain. With proper maintenance, which can be accomplished by the mining company using the equipment purchased for working the mine, this road is normally passable year-round. The road is shared with the US Forest Service and National Park Service who use it to maintain visual surveillance of the area and for fire fighting access and as part hiking trails. In addition to this road, there are additional roads owned by Star that connect the main portal with additional portals located within the claim area. Further, the claims are located at what is considered to be the east base of what is commonly known as the Mother Lode gold-quartz vein system.

Background of the Project:

The Project is located at the base of the gold mother lode in one of the three major vein belts where the greatest concentration of minerals settled over the years.

The project consists of mining claims located upon land under the control of BLM, US Forest Service and the National Park Service not the state of California with oversight being by these three agencies.

This is a hard rock mining project, not an open pit or placer type project resulting in much less oversight for air pollution and visual impact.

It is not a start-up project; it is the reopening of an existing, recently worked, project.

There is an existing grid of roads and trails that crisscross the project providing access to the prime portals. The roads are graded dirt that can be maintained as passable throughout the year and the trails can be expanded into passable roads. The estimated cost to build these roads and trails today would be in excess of $10 million.

There is a gravity flow ball mill installed on the project that is complete from an ore introduction conveyor system and both rough and crushed ore bins with a pneumatic air hammer/blaster system, through the separation portion of the mill including water and other solutions storage tanks and circulating system and separation tables. This equipment has a replacement cost of approximately $1.8 million.

On site there are two self-contained generators connected to existing electrical distribution panels with an on-site replacement cost of approximately $30,000. The project has multiple production shafts (portals) that have in-shaft railroad track installed.

The project has sufficient timber located within the claim areas to both provide shoring material for new tunneling and if so desired, to sell the excess.

While this is primarily a gold recovery project, geologists and assay reports indicate the amount of recoverable silver available in quantity is equal to that of gold which adds considerable to the bottom-line profit.

The company has a large library of mining history of the area and the production shafts located within the project boundaries along with extensive exploration and geology maps, reports.

Overview of Previous Mining Operations on the Troy Claims:

There are three main portals (Hite Mine, Gibbs/Williams Brothers Mine and the Gold Star Mine) located within the area currently included in the Troy mining claims that have been worked from as early as 1849 to as recently as 1996 (Note: in total there are 17 portals on the property). These mines have never been worked with modern equipment but have always been worked with dynamite and pick & shovel with the ore being transported via pack mule prior to the construction of the access road. The roadway system currently in place allows for the ore to be moved via truck either to the processing mill located at the site of the main portal or to off-site locations if it should be desired to do so. All of the mining done in this area is what is known as Hardrock or below-grade, tunnel mining. The past total production from the mines located within this area is considerable. A large portion of this production was done when the price of gold was around $20 per ounce but based on today’s prices this would be very significant. During the production years for these mines, the technique followed by the Hardrock miners was known as “drift mining” where the miner located an external outcropping and then followed the gold vein until it petered out then he moved to another outcropping location. Underground mining extended to 900 feet with development extending down to 1200 feet in depth. Elsewhere on the property, mining and development all occurred within 100 feet of the surface.

Previous Work on the Troy Claims:

MINE SUMMARY:

The Mother Lode is the most extensive mineral zone in the State of California. It extends from the southern part of Mariposa County to the northern part of El Dorado County, a distance of 300 miles, then extends northeast along the Sierra Nevada foothills. Some of the most famous and productive gold mines in the West are located along the length of this mineral zone. The Mother Lode Gold Belt is a long, narrow strip on the western foothills of the Sierra Nevada mountain range. There is a wall-like mass of quartz that outcrops at intervals along the belt. The wide zone of parallel and discontinuous gold vein deposits is referred to as the Mother Lode System.

Mariposa County, California, has a long history of gold production from small lode and placer mining operations. The county covers part of the Sierra Nevada Mother Lode belt first discovered in the 19th century. The majority of gold production occurred prior to 1900 and was taken from mineralized quartz veins. The gold price at that time was $20.00/ounce compared to approximately $1,900 per ounce currently. The unproven production at that time would have had a value of several billion dollars if current pricing was used.

From the discovery of gold at Sutter's Mill on the American River on January 24, 1848 to the present, the area known as the “Mother Lode Region” has been one of most prolific gold producing areas in the world. In 1849, Quartz lode mining began on claims that currently make up part of the Troy Mining claims. Later this mine was one of the first to install a stamp mill, which ground the quartz ore to separate out the free gold.

The Troy Mining (Troy) property is specifically located geologically, at the southern end of the “Mother Lode System” in Central East California, Mariposa County, approximately 200 miles east of San Francisco. The property borders on the western the age of Yosemite National Park in the El Portal, California quadrangle, and is three miles southwest of the town of the El Portal, California. The mining property is bounded on the north by the Middle Fork of the Merced River and on the south by the South Fork of the Merced River. The property ranges in elevation from 1,700 feet to 5,500 feet and with workers housed on-site, can be worked year-round. The claims in each of the two main claim groups are contiguous. The maps and mine co-ordinates are included in this report. ….

The former AT&E Company controlled approximately 10,500 acres of ground in Mariposa County, California, covering 250 mining claims. The property was acquired from AT&E in the late 90’s by USA Mining and then the 79 most important claims were reinstated by Troy Mining in the early 2000’s (Note: both these transactions occurred when gold was less than $300/oz). The property includes more than 50 mine portals dating back to the late 1800’s or early 1900’s most of which have not been located and viewed by the current owner. Because of the existence of historical mining records, nine of these mines have been characterized as former gold producing mines. Included in this list of mines is the Hite Mine. With estimated total production of at least 150,000 ounces, the Hite Mine is ranked as the fifth largest historic gold producing mine in Mariposa County.

The property includes the following historic recognized gold mines: Hite, (6) Hite Central, (7) Kaderitas, (8) Mexican II, and Williams Brothers. In addition, there are at least 50 additional mining portals which were, in the last 150 years, actively producing gold in unknown quantities. These mines were actively producing with pick and shovel and pack-mule. No modern equipment or scientific means of geological study have ever been employed.

The company has a very excellent working relation with the BLM, US Forest Service and National Park Service officials that will be involved in the project’s operation.

It has secured a commitment from Mark Payne and Mr. Jon Grossman to become members of its on-site management team along with the same commitment.

Mark Payne attended California State University Sacramento, Bachelor of Arts Geological Sciences Program and has been an independent geological consultant since 1985. He is a California Registered Professional Geologist #7067, and a member of the American Institute of Professional Geologists. He specializes in exploration, definition and resource estimation of gold-quartz vein systems and gold deposits dominated by coarse particulate gold and has served as chief geologist for several major companies such as Emgold Mining Corp and Sutter Gold Mining.

Mr. Grossman received his BS in Economics from the Wharton School of Finance, University of Pennsylvania and has been involved in the precious metal and various aspects of the mining business for more than 30 years. At one time in his career, he was Director of Investment Banking on Wall Street and has been instrumental in founding and growing several businesses including Florida Bullion Traders, Inc. One of his major assets is the fact he was the General Manager of the mining operation that was owned by Mr. Geiger and that operated the mining project during its productive period and has a hands-on/on-site knowledge of the proper operating methods for this project.

MINE LOCATION:

The list attached includes the mine location sites per the original listing of the claims with the Bureau of Land Management. In addition, each mine is listed with its specific locations.

A satellite view of a mountain range

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Main Mine Site Co-Ordinates (Blue Dot)

37°39’50 North; 119°52’31 West

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This is the area where the mine is located.

INDIVIDUAL CLAIM CO-ORDINATES

TROY CLAIM NUMBER		LOCATION OF MINING CLAIMS
		Quarter-section, section, township, range and Meridian


Troy 1		NE1/4 of Section 30, T3S, R20E, M.D.M
		3568 feet north and 1822 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Clain is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N44°06'E to the S44°06'E


Troy 2		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		2228 feet north and 649 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 3		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		1797 feet north and 1067 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 4		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 29, T3S, R20E, M.D.M
		1797 feet north and 1067 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 5		NE1/4 of Section 30, T3S, R20E, M.D.M
		323 feet north and 407 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 6		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		108 feet south and 825 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 7		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		SW 1/4 of Section 29, T3S, R20E, M.D.M
		288 feet north and 371 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 8		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		143 feet north and 789 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

This is the area where the mine is located.

Troy 9		NE1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		1187 feet south and 289 feet east from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 10		NE1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		2035 feet south and 302 feet east from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 11		NE1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		2070 feet south and 338 feet east from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 12		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, t3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		2466 feet south and 116 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 13		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		2501 feet south and 80 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

INDIVIDUAL CLAIM CO-ORDINATES

Troy 14		NE 1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		2897 feet south and 533 feet west of the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

troy 15		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		2932 feet south and 497 feet west of the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 16		NE 1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		3238 feet south and 951 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 17		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		3363 feet south and 915 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 19		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 31, T3S, R20E, M.D.M
		2715 feet south and 2446 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

TROY CLAIM NUMBER		LOCATION OF MINING CLAIMS
		Quarter-section, section, township, range and Meridian
Troy 1		NE1/4 of Section 30, T3S, R20E, M.D.M
		3568 feet north and 1822 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Clain is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N44°06'E to the S44°06'E
Troy 2		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		2228 feet north and 649 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 3		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		1797 feet north and 1067 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 4		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 29, T3S, R20E, M.D.M
		1797 feet north and 1067 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction

Troy 5		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 20		NE 1/4 of Section 31, T3S, R20E, M.D.M
		323 feet north and 407 feet west from the SE corner of
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		Section 30, T3S, R20E M.D.B.M
		SW 1/4 of section 31, T3S, R20E, M.D.M
		Claim is approximately 1500 feet long and 600 feet wide
		3759 feet south and 1368 feet west from the SE corner of
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 6		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		108 feet south and 825 feet west from the SE corner of
		Section 30, T3S, R20E M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 7		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		SW 1/4 of Section 29, T3S, R20E, M.D.M
		288 feet north and 371 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 8		NE1/4 of Section 31, T3S, R20E, M.D.M
Troy 21		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 30, T3S, R20E, M.D.M
		3794 feet south and 1332 feet west from the SE corner of
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		143 feet north and 789 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		direction
Troy 48		NE 1/4 of Section 19, T3S, R20E, M.D.M
		8493 feet north and 2633 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
Troy 49		NE1/4 of Section 19, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		NW 1/4 of Section 19, T3S, R20E, M.D.M.
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		7849 feet north and 3149 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
Troy 50		NE1/4 of Section 19, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		8354 feet north and 2625 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
Troy 51		NE1/4 of Section 19, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		7799 feet north and 3141 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction

Troy 9		NE1/4 of Section 31, T3S, R20E, M.D.M
Troy 52		NE1/4 of Section 30, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		1187 feet south and 289 feet east from the SE corner of
		5443 feet north and 2143 feet west from the southeast corner
		Section 30, T3S, R20E, M.D.B.M
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course of lode is N9°24'W to S9°24'E direction
		direction
Troy 53		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 10		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M.
		2035 feet south and 302 feet east from the SE corner of
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		Section 30, T3S, R20E, M.D.B.M
		4889 feet north and 2660 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course of lode is N9°24'W to S9°24'E direction
		direction
		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 11		NE1/4 of Section 31, T3S, R20E, M.D.M
Troy 54		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		5394 feet north and 2134 feet west from the Southeast corner
		2070 feet south and 338 feet east from the SE corner of
		of section 30, T3S, R20E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course of lode is N9°24'W to S9°24'E direction
		direction
Troy 55		NE 1/4 of Section 30, T3S, R20E, M.D.M
Troy 12		NE1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 31, t3S, R20E, M.D.M
		4839 feet north and 2651 ffet west from the SE corner of
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		section 30, T3S, R20E, M.D.B.M
		2466 feet south and 116 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course of lode is N9°24'W to S9°24'E direction
		direction
Troy 60		NE1/4 of Section 21 T3S, R19E, M.D.M
Troy 13		NE1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		NW 1/4 of Section 21, T3S, R19E, M.D.M.
		NW 1/4 of Section 32, T3S, R20E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		141 feet north and 997 feet west from the W 1/4 corner
		2501 feet south and 80 feet west from the SE corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 61		NE1/4 of Section 21 T3S, R19E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		NW 1/4 of Section 22, T3S, R19E, M.D.M.
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		141 feet north and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 14		NE 1/4 of Section 31, T3S, R20E, M.D.M
Troy 62		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		2897 feet south and 533 feet west of the SE corner of
		459 feet south and 997 feet west from the W 1/4 corner
		Section 30, T3S, R20E, M.D.B.M
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 63		SE 1/4 of Section 21, T3S, R19E, M.D.M
troy 15		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		459 feet south and 947 feet west from the W 1/4 corner
		2932 feet south and 497 feet west of the SE corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 64		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 16		NE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		1059 feet south and 997 feet west from the W 1/4 corner
		3238 feet south and 951 feet west from the SE corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 65		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 17		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 32, T3S, R20E, M.D.M
		1059 feet south and 997 feet west from the W 1/4 corner
		3363 feet south and 915 feet west from the SE corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 66		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 19		NE1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		1659 feet south and 997 feet west from the W 1/4 corner
		NW 1/4 of Section 31, T3S, R20E, M.D.M
		of section 22, T3S, R19E, M.D.B.M
		SW 1/4 of Section 31, T3S, R20E, M.D.M
		2715 feet south and 2446 feet west from the SE corner of
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 67		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1659 feet south and 997 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 68		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 997 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 20		NE 1/4 of Section 31, T3S, R20E, M.D.M
Troy 69		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of section 31, T3S, R20E, M.D.M
		2259 feet south and 947 feet west from the W 1/4 corner
		3759 feet south and 1368 feet west from the SE corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 70		NE1/4 of Section 28 T3S, R19E, M.D.M
Troy 21		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		3794 feet south and 1332 feet west from the SE corner of
		NW 1/4 of Section 28, T3S, R19E, M.D.M.
		Section 30, T3S, R20E, M.D.B.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2859 feet south and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		general course of the lode is from N45°54'W to the S45°54'E
		General course load is from easterly to westerly direction
		direction
Troy 71		NE1/4 of Section 28 T3S, R19E, M.D.M
Troy 48		NE 1/4 of Section 19, T3S, R20E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		8493 feet north and 2633 feet west from the southeast corner
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		of section 30, T3S, R20E, M.D.B.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2859 feet south and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 49		NE1/4 of Section 19, T3S, R20E, M.D.M
Troy 80		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		1059 feet south and 2003 feet east from the w 1/4 corner of
		NW 1/4 of Section 19, T3S, R20E, M.D.M.
		section 22, T3S, R16E, M.D.B.M
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		7849 feet north and 3149 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 50		NE1/4 of Section 19, T3S, R20E, M.D.M
Troy 81		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		8354 feet north and 2625 feet west from the southeast corner
		1053 feet south and 2053 feet east from the W 1/4 corner
		of section 30, T3S, R20E, M.D.B.M
		section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 82		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1659 feet south and 2003 feet east from the W 1/4 corner of
		Section 22, T3S, R16E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 51		NE1/4 of Section 19, T3S, R20E, M.D.M
Troy 83		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		1659 feet south and 2053 feet east from the W 1/4 corner of
		7799 feet north and 3141 feet west from the southeast corner
		Section 22, T3S, R19E, M.D.B.M
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 52		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 84		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		2259 feet south and 2003 feet east from the W 1/4 corner of
		5443 feet north and 2143 feet west from the southeast corner
		Section 22, T3S, R19E, M.D.B.M
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 53		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 85		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M.
		2259 feet south and 2053 feet east from the W 1/4 corenre of
		SW 1/4 of Section 19, T3S, R20E, M.D.M
		Section 22, T3S, R19E, M.D.B.M
		4889 feet north and 2660 feet west from the southeast corner
		of section 30, T3S, R20E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 86		NW 1/4 of Section 27, T3S, R19E, M.D.M
Troy 54		SE 1/4 of Section 19, T3S, R20E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		5394 feet north and 2134 feet west from the Southeast corner
		2859 feet south and 2003 feet east from the W 1/4 corner of
		of section 30, T3S, R20E, M.D.B.M
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction
Troy 55		NE 1/4 of Section 30, T3S, R20E, M.D.M
Troy 87		NE 1/4 of Section 27, T3S, R20E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 22, T3S, R20E, M.D.M
		4839 feet north and 2651 ffet west from the SE corner of
		NW 1/4 of Section 27, T3S, R20E, M.D.M.
		section 30, T3S, R20E, M.D.B.M
		SW 1/4 of Section 22, T3S, R20E, M.D.M
		2859 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course of lode is N9°24'W to S9°24'E direction
		General course load is from easterly to westerly direction

Troy 60		NE1/4 of Section 21 T3S, R19E, M.D.M
Troy 89		NE 1/4 of Section 27, T3S, R20E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R20E, M.D.M.
		NW 1/4 of Section 21, T3S, R19E, M.D.M.
		3459 feet south and 2053 feet east from the W 1/4 corner of
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		Section 22, T3S, R 19E, M.D.B.M
		141 feet north and 997 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 61		NE1/4 of Section 21 T3S, R19E, M.D.M
Troy 91		NE 1/4 of Section 27, TS, R19E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		NW 1/4 of Section 22, T3S, R19E, M.D.M.
		4059 feet south and 2053 feet east from the W 1/4 corner of
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		Section 22, t3S, R19E, M.D.B.M
		141 feet north and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 62		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 93		NE 1/4 of Section 27, TS, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		459 feet south and 997 feet west from the W 1/4 corner
		4659 feet south and 2053 feet east from the W 1/4 corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 63		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 95		NE 1/4 of Section 27, TS, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 27, T3S, R19E, M.D.M
		459 feet south and 947 feet west from the W 1/4 corner
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		of section 22, T3S, R19E, M.D.B.M
		SW 1/4 of Section 27, T3S, R19E, M.D.M
		5259 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 64		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 97		SE 1/4 of Section 27, T3S, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 27, T3S, R19E, M.D.M.
		1059 feet south and 997 feet west from the W 1/4 corner
		5859 feet south and 2053 feet east from the W 1/4 corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 98		SE 1/4 of Section 22, T3S, R19E, M.D.M
		459 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 99		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		459 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 65		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 100		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1059 feet south and 5003 feet east from the W 1/4 corner of
		1059 feet south and 997 feet west from the W 1/4 corner
		Section 22, T3S, R19E, M.D.B.M
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 66		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 101		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		1659 feet south and 997 feet west from the W 1/4 corner
		1059 feet south and 5053 feet east from the W 1/4 corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 67		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 102		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1659 feet south and 5003 feet east from the W 1/4 corner of
		1659 feet south and 997 feet west from the W 1/4 corner
		Section 22, T3S, R19E, M.D.B.M
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 68		SE 1/4 of Section 21, T3S, R19E, M.D.M
Troy 103		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		2259 feet south and 997 feet west from the W 1/4 corner
		1659 feet south and 5053 feet east from the W 1/4 corner of
		of section 22, T3S, R19E, M.D.B.M
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 69		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 104		SE 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 70		NE1/4 of Section 28 T3S, R19E, M.D.M
Troy 105		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		NW 1/4 of Section 28, T3S, R19E, M.D.M.
		2259 feet south and 5053 feet east from the W 1/4 corner of
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		Section 22, T3S, R19E, M.D.B.M
		2859 feet south and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 71		NE1/4 of Section 28 T3S, R19E, M.D.M
Troy 106		NE 1/4 of Section 27, TS, R19E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SE 1/4 of Section 22, T3S, R19E, M.D.M.
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		2859 feet south and 5003 feet east from the W 1/4 corner of
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		Section 22, T3S, R19E, M.D.B.M
		2859 feet south and 947 feet west from the W 1/4 corner
		of section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 80		SW 1/4 of Section 22, T3S, R19E, M.D.M
Troy 107		NE 1/4 of Section 27, TS, R19E, M.D.M
		1059 feet south and 2003 feet east from the w 1/4 corner of
		SE 1/4 of Section 22, T3S, R19E, M.D.M
		section 22, T3S, R16E, M.D.B.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		2859 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 81		SE 1/4 of Section 22, T3S, R19E, M.D.M
Troy 108		NE 1/4 of Section 27, TS, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		3459 feet south and 5003 feet east from the W 1/4 corner of
		1053 feet south and 2053 feet east from the W 1/4 corner
		Section 22, T3S, R19E, M.D.B.M
		section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 82		SW 1/4 of Section 22, T3S, R19E, M.D.M
Troy 109		NE 1/4 of Section 27, TS, R19E, M.D.M
		1659 feet south and 2003 feet east from the W 1/4 corner of
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		Section 22, T3S, R16E, M.D.B.M
		3459 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 83		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1659 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 84		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 2003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 85		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 2053 feet east from the W 1/4 corenre of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 86		NW 1/4 of Section 27, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		2859 feet south and 2003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 87		NE 1/4 of Section 27, T3S, R20E, M.D.M
		SE 1/4 of Section 22, T3S, R20E, M.D.M
		NW 1/4 of Section 27, T3S, R20E, M.D.M.
		SW 1/4 of Section 22, T3S, R20E, M.D.M
		2859 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 89		NE 1/4 of Section 27, T3S, R20E, M.D.M
		NW 1/4 of Section 27, T3S, R20E, M.D.M.
		3459 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 91		NE 1/4 of Section 27, TS, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		4059 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, t3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 93		NE 1/4 of Section 27, TS, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		4659 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 95		NE 1/4 of Section 27, TS, R19E, M.D.M
		SE 1/4 of Section 27, T3S, R19E, M.D.M
		NW 1/4 of Section 27, T3S, R19E, M.D.M.
		SW 1/4 of Section 27, T3S, R19E, M.D.M
		5259 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 97		SE 1/4 of Section 27, T3S, R19E, M.D.M
		SW 1/4 of Section 27, T3S, R19E, M.D.M.
		5859 feet south and 2053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 98		SE 1/4 of Section 22, T3S, R19E, M.D.M
		459 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 99		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		459 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 100		SE 1/4 of Section 22, T3S, R19E, M.D.M
		1059 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 101		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		1059 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 102		SE 1/4 of Section 22, T3S, R19E, M.D.M
		1659 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 103		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		1659 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 104		SE 1/4 of Section 22, T3S, R19E, M.D.M
		2259 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 105		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M.
		2259 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 106		NE 1/4 of Section 27, TS, R19E, M.D.M
		SE 1/4 of Section 22, T3S, R19E, M.D.M.
		2859 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 107		NE 1/4 of Section 27, TS, R19E, M.D.M
		SE 1/4 of Section 22, T3S, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		2859 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 108		NE 1/4 of Section 27, TS, R19E, M.D.M
		3459 feet south and 5003 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction
Troy 109		NE 1/4 of Section 27, TS, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		3459 feet south and 5053 feet east from the W 1/4 corner of
		Section 22, T3S, R19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 110		NE 1/4 of Section 27, TS, R19E, M.D.M
		4059 feet south and 4428 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 111		NE 1/4 of Section 27, T3S, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		4059 feet south and 6503 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Triy 112		NE 1/4 of Section 27, TS, R19E, M.D.M
		4659 feet south and 3553 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 113		NE 1/4 of Section 27, T3S, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		4659 feet south and 6503 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 114		NE 1/4 of Section 27, T3S, R19E, M.D.M
		SE 1/4 of Section 27, T3S, R19E, M.D.M.
		5269 feet south and 3553 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 115		NE 1/4 of Section 27, T3S, R19E, M.D.M
		SE 1/4 of Section 27, T3S, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		SW 1/4 of Section 26, T3S, R19E, M.D.M
		5259 feet south and 6503 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

2723

Troy 116		NE 1/4 of Section 26, T3S, R19E, M.D.M
		SE 1/4 of Section 23, T3S, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		2859 feet south and 6553 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 117		NE 1/4 of Section 26, TS, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		3459 feet south and 6553 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 118		NE 1/4 of Section 26, TS, R19E, M.D.M
		NW 1/4 of Section 26, T3S, R19E, M.D.M.
		4059 feet south and 6553 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 121		SE 1/4 of Section 23, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		459 feet south and 8003 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 122		SE 1/4 of Section 23, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		1059 feet south and 8003 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

2824

Troy 123		SE 1/4 of Section 23, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		1659 feet south and 8003 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

Troy 124		SE 1/4 of Section 23, T3S, R19E, M.D.M
		SW 1/4 of Section 23, T3S, R19E, M.D.M
		2259 feet south and 8003 feet east from the W 1/4 corner of
		Section 22, T3S. R 19E, M.D.B.M
		Claim is approximately 1500 feet long and 600 feet wide
		General course load is from easterly to westerly direction

The Troy Mining Zone Location Map – Mariposa County

A map of land management

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2925

Location of Star’s Mining Property
Within the Historic “California Mother Load”

A map of gold mines

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3026

There are seven (7) portals. The method Troy used to stake its claims was to land-lock the area surrounding these claims in a way to prevent outside interests to stake the additional original AT&E claims. Since existing roads, trails, etc. may be expanded but no new ones constructed without further government approval, this program proved effective. Troy’s plan was at such time as it was ready to begin opening the various portals for production to survey and stake the additional 290+ claims facilitated by its road and trail structure that provides access to them. These additional claims together with the existing claims would provide Star with control over ~10,500 acres, 130 miles due East of San Francisco Bay.

Photographs of the Troy Mining Zone

A high angle view of a mountain

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The Mining Property, showing site buildings

3127

A high angle view of a mountain

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Mining Property

3228

A view of a mountain with trees

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Mining Property

3329

A cave with a tunnel

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Mine Shaft

3430

A small gray box with a door open

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Bunker

3531

A dirt road through a forest

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Main Road

3632

A building with a few tanks

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Mine

3733

Several vehicles under a roof

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Mill

3834

A large machine in a building

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Mill

3935

A building with a roof

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Mill

4036

A conveyor belt going down a building

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Mill

4137

A house with a metal roof

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Mill Building

4238

A close-up of a rock

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Rock Face Inside the Mine Showing Ore

4339

A group of people standing in a field

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Bunker

4440

A wood carving on a surface

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Mine Map

A group of men in a cave

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Inside Mine

Men in a cave with a couple of men

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Inside Mine

4541

Several Pictures Taken at the Mine Site late November 2019 Follow

A person talking to a person in a factory

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A person sitting in a car

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A metal machine in a building

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A house with a metal roof

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4642

commsa mining rights

If the Company consummates the Commsa Acquisition under the Share Purchase Agreement with Mr. Lemus, it will acquire 51% of Commsa, a Honduran Corporation, and as a part of that acquisition the Company will acquire Commsa’s mining rights to five mines that run near a stretch of the Rio Jalan River and are in the process of being prepared for mining production. Below is the summary of Commsa Mining Rights.

The environmental licenses have been obtained and exploration is ongoing. Local small mining operations are producing a minimum of 250 to 300 oz of gold per site per month while losing approximately 50% of the recoverable gold particles. We expect that our expanded operations, using modern equipment and our new Genesis program, recently acquired, should result in up to a 98% rate of recoverable gold, leading to significantly higher quantities of gold per site.

Located two hours from the capital city of Choluteca, Honduras, CONNSA owns the concession for unlimited exploitation, land and drill holes. The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

Hardy plants and trees populate the regions proportional to altitude, soil, and water supply. Generally, the topographically higher elevations are covered with pine forests and pine needle carpets. Lower regions, especially in stream and river drainages are covered in deciduous single canopy jungle.

Choluteca, the fourth largest city in Honduras, has a wide range of hotels and rental dwellings as well as good supply, repair, and communications infrastructure. The city and the national capital, Tegucigalpa, are joined by 130km of the paved highway. The highway also provides access from Choluteca to Clavos Road, one of many logging and agricultural roads throughout the area. Potosi is reached by driving 50km east on the highway from Choluteca and taking the dirt road to Porteritos, a total of 1.5 hours driving time. The highway has both passenger and heavy transport capabilities.

Choluteca is serviced by twelve daily bus runs. Daily international airline service is available to Tegucigalpa from every country while Choluteca is serviced by an airstrip capable of landing 737 sized aircraft.

A large, skilled labor force with some mining experience, can be mobilized in most Honduran towns. The mining concessions are centered at 13” 15’N and 87” 00’Win the area of Choluteca, Honduras.

Mining and exploration history

At present, the Potosi area is not being mined by other than small, high-grade operations consisting of one or two local individuals. They focus upon known occurrences such as Tajo, San Antonio and, lately, San Benito with hand tools, cobbing and molinete techniques. The area has seen sporadic gold mining activity since the time of the Spanish colonists 100 hundred years ago. Within the Potosi concession, Rosario Mining performed large scale underground tunneling in the Guadaloupe, San Antonio, Guapinol, El Caballo and Tajo adits using tracked techniques of First World War vintage. Brush-overgrown roads and at least several hundred meters of tunnels, most of them collapsed, are the legacy of this earlier work. An unnamed American company did some small shafts and tunnels at Volcancito, and Jobos. No production records or plans are available.

Geology Project

Perhaps ten percent of the Potosi area is rock outcrop. In a macro sense the outcrop available for mapping may be broken up into two Tertiary volcanic rock groups: the Oligocene Matagalpa Formation (mainly andesitic in composition) and the Miocene Padre Miguel Group (mainly rhyolite / dacite). Matagalpa Formation rocks contain andesite flows, crystal tuffs, feldspar porphyries, basalt, and finer grained volcano-sediments unconformably overlain by the Padre Miguel rocks (rhyolitic to dacitic tuffs). Later stage rhyolite doming occurs in the San Antonio Mine area and immediately east of the San Benito occurrence. The Cerro Potosi topographic high is probably correlative to the Padre Miguel group rooks. Later stage mafic, intermediate, and felsic diking crosscut the main units. Padre Miguel rocks are invariably bleached white to pink to grey mass of devitrified and silicified rhyolite to dacite, ignimbrite or silicified breccia. White, angular metamorphosed/altered clasts are diagnostic of this occurrence at Pantaleon. Welding is observable in core.

At Potosi, the rock types are variations on the Matagalpa theme, except for Pantaleon, where the prime target was gold bearing epithermal quartz veining within Padre Miguel rocks. It was also hoped that the contact between the Padre Miguel and Matagalpa rocks would be a logical horizon for gold alteration zones.

The majority of outcrop mapped on the project is from the Matagalpa group: a flat-lying sequence of medium grained porphyritic tuff breccia of intermediate composition. Markedly porphyritic flows were mapped on surface and logged in drill holes. The size and shape of the light grey/white feldspar phenocrysts varies from millimeter to slightly less than 0,75 cm. More massive, non-porphyritic, fine-grained andesite was identified either as volcanic flow or tuffs. The Matagalpa group is predominantly subaerial with limited sections of banded, lamellar tuffs which may have been subaqueous. Pyroclastic andesite breccias are mapped and logged in all the focus zones. Heterolithic lapilli are common constituents of the lapilli tuff. Heterolithic agglomeratic andesite and medium to coarse tuff breccia is logged in the San Benito drill holes. Fine grained intermediate dykes which may be feeder dykes cut the same drill holes.

Felsic intrusive domes are subaerial in nature. Flow banding and spherulites are common. The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

Structure: The principal trend mapped at San Antonio dips steeply to the north and is coincident with an east - west striking ridge. The trend is traceable on surface from San Antonio through Corales / Guadaloupe where the strike becomes more northerly, increasing from generally east-west to west-north-west (270 to 310/320). There are indications that the west-north-west striking Corales / Guadaloupe Mines exploit a second structure mirroring the Nicaraguan trough. This trend disrupts the east-west trend hosting the San Antonio structure.

Epithermal quartz veining is evidently controlled by structurally prepared fault and fracture zones. These zones have provided the conduit for gold bearing siliceous fluids driven by felsic doming as a "heat engine".

Alteration: Feldspar and clay alteration is to moderate intense in the weathering horizon and adjacent to structurally affected areas and/or within the aura of related, epithermally altered, siliceous zones. This alteration is in direct proportion to proximity of structural movement and quartz veining. The near surface feldspar phenocrysts are soft, crumbly and subhedral to anhedral in form. Sausseritization is common in core.

Hematization is ubiquitous in surface rocks due to the weathering profile created by meteoric water circulation and subsequent oxidation. Faulted and fractured rocks are also commonly hematized to varying extents.

Silicification: All rock units have silicified intersections (usually influenced by epithermal quartz veining) although pervasive silicification has been noted on the metre scales in core and adjacent to quartz breccia zones during the mapping phase. Epidotization is part of a classic zonation especially noticeable at San Benito where pervasive epidote gives way to pyritization and finally to silicification proximal to epithermal quartz veining and associated chalcopyrite, galena, sphalerite, silver minerals and gold.

Sulphides / mineralization: There is a distinct correlation between the presence of sulphide presence, type, and percentages to gold mineralization as noted in zone descriptions and core logs. Sulphides are not consistent as to type or quantity between drilled zones. If indeed there is a gold pathfinder element at Potosi, it is copper. Chalcopyrite, galena, pyrite, sphalerite, silver minerals (acanthite) and their oxide analogues are present in the best mineralized intersections..

Below is a mineral resource summary for the Clavos. The report is compiled from internationally validated exploration documentation that meets the standards set by Canadian National Instrument 43-101, (NI 43-101) and National Instrument 43-101CP, and National Instrument 43-101F1.

Clavos

1996 sampling traverses by Entre Mares personnel (geologists Scoretz, Malfair, Cheng, Fraser and McCarthy at different times) indicated that anomalous gold was present at Clavos zone in structurally and stratigraphically favorable terrain. Then by an independent group of Geologist from Guatemala lead by Ruben Leal in 2005 and then again in 2020 further sampling from Clavos confirmed the ancient mineralized zones, as well as new potential ones and complete economics and metallurgic reports.

The Choluteca concessions encompass an area characterized by steep hills, rugged relief interspersed with rounded coast mountains and ridges and domes interspersed with precipitous valleys. Cliffs are not uncommon particularly along zones of structural uplift or downthrow.

Physiography and Climate

Clavos is steeper topographically with rhyolite doming and very steep valleys throughout the property.

Topography varies widely from 60m on the west side to 1190m in the northeast corner of the properties.

Honduras is subject to temperatures ranging from the low 20's into the 40's (degrees Celsius) dependent upon the season. Climate is logically broken up into extremes: the rainy season (June to October) and the dry season (November to May).

Potosi

Location and access

The Potosi Project is in the Municipality of Concepcion de Maria in southern Honduras, Department of Choluteca.

Map 2855-IV (Concepcion de Maria - Cinco Pinos, 1:50,000 topographic sheet) covers most of the property. The nearest center of commerce is Choluteca, the fourth largest city in Honduras.

Access to Potosi is best achieved from the San Francisco turn-off on the Pan American Highway east of Choluteca. A 1.5-hour journey from Choluteca by 4x4 to the village of Porteritos via highway and dirt road is the most efficient means of travel.

Physiography

The Potosi area is rugged with elevations ranging from 300m to 1050m ASL. Saprolite and quartz - rich outcrop provide often treacherous footing on steep hills. Outcrop is sparse with topographic highs being capped either by resistant quartz - veined andesites, Padre Miguel group rocks or rhyolite intrusive doming.

Geology

Geology Project

The main target of the drilling at San Antonio and Tajo is epithermal quartz veining and attendant alteration and silicification zones.

Drilling at the Tajo showing delineated a quartz vein structure striking WNW and dipping moderately to the northeast. Diamond drill holes PT97-05 to PT97-11 intersected the structure along a strike length of 150m over a 125m down dip extension.

The Tajo Showing is located on a variably dipping (15-30o) north-east facing slope. The Tajo structure was approached through a series of short drill holes. The structure was pierced repeatedly at anticipated depths based on a 295o strike and -35o N dip; except in PT97-11 where the vein was intercepted 20m higher in the hole. This may be explained by a swing in the strike to the northwest or an offset through faulting. Field evidence indicates that the structure begins to strike 315o on the western end of the grid. The best assay was in PT97-7 (2.29g/T over 8.0m including a core zone of 12.2g/T over 1.4m). it is geometrically demonstrable that the core zone corresponds to the base metal rich sulfide intervals of the Tajo vein.

San Antonio

The San Antonio zone was the first structure mapped and drilled during the program. The surface mapping showed altered porphyritic and a site overlying a more massive unit of andesite tuff / lapilli tuff. 1:1000 scale surface mapping and diligent sampling of all promising areas was performed on and off the grid. The underground mapping indicated that the San Antonio Mine topographically overlaps the Todos Santos Mine in Rosario Mining's earlier attempt to mine the San Antonio structure.

From 2004 to 2005 12 new drills were performed by Ruben Leal at San Antonio to prove gold reserves and extend the anomalous underground samples and DDH 94-5 mineralization.

San Benito

An approximately 700 x 350m zone has been sampled with highly anomalous Au values obtained. It is open to both east and west and appears to represent stacked epithermal quartz zones with Au, Ag and Cu mineralization. Another hole to the west of the Vespa Pit, possibly drilling under the chimney zone would be useful in extending mineralization; a hole should be drilled to test the eastward extension of the chalcopyrite-bearing quartz veins mapped there. Surface samples in pits and trenches returned more than 10g/T Au values. A program of at least five, 100m drill holes would be necessary to properly test the very wide and persistent zone of base metal and gold enhancement within silicification and quartz veining identified on the grid.

Cerro Copal

Lithology of Cerro Copal is the same as Tajo.

From 1999 to this day this area is also being mined on a small scale by locals following high gold grades. Ending with complex underground structure that allows us to create a 3D without drilling.

This new exploration area follows the Limon’s trend from Nicaragua Gold belt.

Lion Works, Inc.-Genesis Ore Extraction Process

On March 19, 2023, the Company, as Buyer entered into that certain share purchase agreement with J. Lemus, as Seller which contemplated acquisition of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis proprietary system (“Genesis”). This green, environmentally friendly, process, extracts up to 98% of the minerals, including gold and many rare earth elements from Oxide and complex Ores. Furthermore, the process takes 12 - 48 hours which is considerably shorter than the 40 to 120 days other leaching processes take. Furthermore, the heap leaching process, as a general rule only extracts up to 70% of the gold or other minerals from the ore. If left for one to two years it is possible to extract up to 90% of the minerals from the ore using heap leaching methods and compared to CIL plant processing has the same effectiveness without the cost. CIL stands for carbon in leach. This is a gold extraction process called cyanidation where carbon is added to the leach tanks or reaction vessels so that leaching and absorption take place in the same tanks. It is the most commonly used leaching process for the extraction of gold. This process has a higher capital and operating cost but generally has an improved gold recovery of between 20 and 30%. However, this process is still more expensive than our Genesis system, is environmentally unfriendly, is still slow compared to Genesis and in the first 4 to 6 months extracts much less ore than our Genesis system achieves over 12 to 48 hours.

Genesis is the key process that makes economically unviable deposits around the world viable and profitable again.

Genesis is a sustainable extraction method, that yields an improved recovery rate in a much shorter time period even where the presence of gold is as little as 0.10 parts per million. There are no emissions, and the system is environmentally friendly.

Upon the consummation of the transactions contemplated by the Share Purchase Agreement, pursuant to which Lion Works will become the Company’s majority-owned subsidiary (the Lion Works Acquisition), the Company intends to have independent geologists and engineers review the two different systems and write reports on the process. This will be another use of the funds raised though the S-1 registration and funding process.

The Genesis Oxide System

The Genesis system accelerates the rate of dissolution of gold to nearly an immediate rate, therefore reducing the standard time of extraction from approximately 40-120 days to a few hours Consequently, the costs of production are dramatically reduced. The system is scalable and the smaller units are modular and can easily be transported from location to location.

Beyond the economic advantages it also provides immediate technical solutions to difficulties caused by fine materials and resolves the need to agglomerate. The speed of extraction of gold is up to 400 times faster than conventional heap leaching.

Versatility

At the heart of the Genesis system is a reactor module that makes the system versatile in its relationship with installation, construction, and repositioning. The system’s conception, design, and its structural development is the innovative solution to older methods of extraction. In addition to the numerous international collaborations it has resulted in the creation and implementation of Genesis for the provision of a practical and economical solution that is effective, feasible, and reliable; characteristics which the mining industry has always required.

The area needed to operate a complete module is merely 2,500 square meters which includes the absorption plant, a convenient reduction in space requirements as compared to Heap leaching.

The Genesis Refractory System

The Genesis Refractory system works on complex ores. This genesis system has a very significant transformation rate from double refractory lock gold into free oxide gold. The system operates within a processing time of just a few hours, thereby reducing very significantly the time that a heap leaching system would take.

The Genesis system is the only economically feasible solution for complex low-grade deposits and the only Cost-effective process to treat double refractory gold and other minerals.

This system like the Genesis oxide system is an innovative solution that significantly improves the older methods. It is environmentally safe, has no emissions and its speed of extraction is very cost effective. The true benefits are that it can be used on tailing piles, extracting in most instances more minerals than was originally extracted with the older methods. It also cleans up these tailing piles during the extraction process leaving smaller rocks and gravel that can be used on roads and rail tracks etc. The dirtiest of all tailings are coal tailings and our equipment works very efficiently on these tailings extracting minerals and leaving useable rock residue.

Key Points:

	·	Lower capital investment needs in comparison to the standard processes available in the industry.
	·	System is much faster than regular heap leaching methods.
	·	Improved rate of extraction.
	·	Solution for low gold grade deposits.
	·	Solution for economically unviable deposits.
	·	Genesis has the same efficiency as a CIL plant without the costs.
	·	Reduced cost of production as compared with standard methods of extraction.
	·	Environmentally friendly process
	·	Modular structure system
	·	Easy to scale
	·	the smaller units are mobile, designed to be easily transported without any secondary costs
	·	Easy to adapt and displace in complicated terrains
	·	Option to substitute cyanide for a green chemical agent
	·	Lower cost of production per ounce
	·	The construction of processing plant from scratch would require under 6 months
	·	Capacity for complete automation
	·	Precise control and measurement of the recovery of the precious metals.
	·	Experience in managing conventional mining plants is not required for setting-up Genesis
	·	Eliminates all risk in setting-up production in under a non-explored gold-bearing zones
	·	Eliminates the need to grind the mineral ore
	·	Genesis is a closed system, eliminating the risk for spillages
	·	Considerably reduces the need for water, making it particularly viable for arid sites
	·	Water and chemical agents are all reutilized and recycled
	·	Machine has no emissions, making it very safe.

The Genesis system also solves the problem that mining companies may experience following the decision in 2022 of the U.S. Appellate Court for the 9th Circuit known as the “Rosemont decision. In that decision the Court rules that while federal mining law allows companies to mine on federal land where economically valuable minerals are present, they are not guaranteed the right to use federal land without valuable minerals as a dumping site for the mine. The Genesis system resolves any potential issues related to the mining waste/tailings, since it not only extracts minerals from the tailings, but also cleans tailings leaving the residual as usable gravel for roads and railways.

The cost effectiveness of our Genesis eco-friendly system means that many closed and unprofitable mines can be operated again, due to the significant increase in profitability with the lower cost of operation than conventional methods.

5544

First Prototype of the GENESIS oxide System

A collage of images of a dump truck

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First Industrial Scale GENESIS Refractory System

A large metal tanks on a blue stand

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Our Growth Strategies

The Company is planning to reopen the mining properties it acquired from Troy in 2024. ~~to to complete the Commsa Acquisition~~ and ~~the Lion Works Acquisition, and~~ to purchase the equipment necessary to start operations ~~in Honduras~~ and ~~West Africa and~~ actualize commercial production from the mines. We believe that these activities will generate revenues and profit. The Company is also exploring the acquisitions of assets and ~~majority~~ interests in companies with proprietary software related to artificial intelligence technology and in the fintech arena. To implement this business plan, it will require the full utilization of our management, financial and other resources and raising the funds necessary for the businesses. Our ability to manage growth effectively will depend on our ability to quickly scale-up operations and to recruit, train and manage operations, management, and technical personnel and to retain the current successful management team and adding experienced personnel to the team to enable us to meet our production expansion plan.

Competition

The mining business is highly competitive. Many of our competitors have greater financial resources than we have. As a result, we may experience difficulty competing with other businesses when conducting development and mining activities. In addition, marketing our new technology will take time to gain traction in the mining industry. Numerous factors beyond our control may affect the marketability of gold recovered from our mining properties. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital. If we purchase assets and/or majority interests in companies in the fintech arena, it would be even more difficult to compete with other companies that have developed their business in this highly competitive area and have greater financial resources than we have.

Intellectual Property

We currently do not have any patents or trademarks registered in the name of the Company. Upon the acquisition of 51% interest in Lion Works, we will acquire 51% in the proprietary technology owned by Lion Works, called “Genesis,” however this technology has not been patented, and the Company will need to engage a patent attorney to apply for the patent registration with the United States Patent and Trademark Office. Currently, the Company uses a combination of copyright, non-registered trademark and trade secret laws, as well as confidentiality procedures and licensing arrangements, to establish and protect its intellectual property rights to technologies that the Company may acquire or develop.

Compliance with U.S. Government Regulation.

The General Mining Law of May 10, 1872, as amended (30 U.S.C. §§ 22-54 and §§ 611-615) is the major U.S. federal law governing locatable minerals. This law allows citizens of the United States the opportunity to explore for, discover, and purchase certain valuable mineral deposits on those federal lands that are open to mineral entry. The law sets general standards and guidelines for claiming the possessory right to a valuable mineral deposit discovered during exploration. The General Mining Law allows for the enactment of state laws governing location and recording of mining claims and sites that are consistent with federal law. The federal regulations implementing the General Mining Law are found at Title 43 of the Code of Federal Regulations (CFR) in Groups 3700 and 3800.

A mining claim is a selected parcel of U.S. federal land, valuable for a specific mineral deposit or deposits, for which the claimant has asserted a right of possession under the General Mining Law. All rights to the Star Alliance International Corp. Claims are restricted to the exploration and extraction of a mineral deposit. The rights granted by a mining claim protect against a challenge by the United States and other claimants only after the discovery of a valuable mineral deposit. The two types of mining claims are lode and placer. The Star Alliance International Corp. Claims are lode claims. Lode claims cover classic veins or lodes having well-defined boundaries and also include other rock in-place bearing valuable mineral deposits. Lode claims are usually located as parallelograms with the side lines parallel to the vein or lode. The end lines of the lode claim must be parallel to qualify for underground extralateral rights. Extralateral rights involve the rights to minerals in vein or lode form that extend at depth outside the vertical boundaries of the claim. The Star Alliance International Corp. Claims are a mixture of patented and unpatented mining claims. A patented mining claim is one for which the federal government has conveyed title, making it private land. Since October 1, 1994, the BLM has been prohibited by acts of Congress from accepting any new mineral patent applications.

Generally, all claimants must pay an annual maintenance fee per claim or site to the BLM, or file for a waiver from payment of fees by September 1 of each year. Failure to file for a waiver or pay the fee by September 1 results in the claim or site becoming forfeited by operation of law. Assessment work is work or labor performed that develops the claim for production (43 CFR Part 3836). Geological, geophysical, and geochemical surveys may qualify as assessment work for a limited period. Use of these surveys requires the filing of a detailed report, including basic findings.

State laws also require the annual filing of an affidavit of assessment work with the proper county if the work is performed. The filing of an affidavit of annual assessment work with both the local county office and the proper BLM State Office is required if the claimant elects to file a waiver from payment of the maintenance fees. The affidavit or proof of labor must be filed no later than December 30 following the filing of a waiver in the proper BLM State Office and in the county or borough recorder’s office.

The performance of assessment work must be within a certain period referred to as the assessment year. The assessment year begins at noon of each September 1. It ends at noon September 1 of the next year (43 CFR Part 3836). Performance of assessment work need not occur during the first assessment year of location.

Exploration and mining activities on BLM-administered land are controlled by the regulations of the Secretary of the Interior contained in 43 CFR, Subparts 3715 and 3809. We are required by these regulations to prevent unnecessary or undue degradation of the land. For activities other than casual use, we will be required to submit either a notice or a plan of operations. A plan of operations, which includes a reclamation plan, is required where activities involve the surface disturbance of more than 5 acres. Notices also require the submission of a reclamation plan and are submitted for exploration activities covering 5 acres or less. There is no requirement for notifying the BLM of casual use activities. Casual use activities are those that cause only negligible disturbance of public lands and resources. For example, activities that do not involve the use of earthmoving equipment or explosives may be considered casual use.

We will be required to reclaim any surface disturbing activity, even if the claim or site is declared abandoned and void or forfeited by the BLM. Reclamation will be required if we relinquish the claim or site to the Federal Government. The BLM requires a reclamation bond or other financial security prior to approving a plan of operations or allowing operations under a notice to proceed. Surface Management actions are processed at the local level.

We intend to submit a plan of operations for our planned activities on the Star Alliance International Corp. Claims to the BLM district office. The plan of operations must include appropriate environmental protection and reclamation measures and describe either the entire operation proposed or reasonably foreseeable operations and how they would be conducted, including the nature and location of proposed structures and facilities.

The public has the conditional right to cross mining claims or sites for recreational and other purposes and to access federal lands beyond the claim boundaries. Although claimants have a right of access to a mining claim or site across federal lands, they are not allowed to cause unnecessary or undue degradation of the surface resources. Claimants may be liable for damages if found responsible for unnecessary loss of or injury to property of the United States. We may not construct permanent structures, mobile structures, or store equipment without the prior approval of an authorized federal official.

Employees

The Company currently has three employees, Richard Carey, Anthony Anish and Weverson Correia who are our three executive officers.

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 1B. Unresolved Staff Comments

Not applicable.

1C. Cybersecurity

Not applicable.

Item 2. Properties

We currently do not own or rent any property. Our Chairman and President, Mr. Carey is using his personal office space at no cost to the Company.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Item 4. Mine Safety Disclosures

Not applicable.

6048

PART II

Market Information

Our Common Stock is currently quoted on the OTC Pink marketplace of OTC Markets Group, Inc., an inter-dealer quotation system, under the symbol “STAL” However, there is currently only a limited trading market for our Common Stock and there is no assurance that a regular trading market will ever develop.

On ~~October~~January 129, ~~2023~~2025, ~~the~~ the last reported closing price of our Common Stock was $0.~~0013~~0006 per share.

Holders

As of ~~October~~January 139, ~~2023~~2025, the Company had ~~111~~110 stockholders of record.

Dividends

No cash dividends have been paid on our shares of common stock during the fiscal years ended June 30, ~~2022~~2024 and ~~2021~~2023. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

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 Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Fernando Godina, for services as a director.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Bryan Cappelli for his services as a director.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Weverson Correia for this services as CEO.

On December 5, 2022, we issued 100,000 shares of common stock to a consultant for accounting services.

On December 26, 2022, we issued 1,000,000 shares of common stock to attorneys for legal services.

On March 7, 2023, we issued 190,114 shares of common stock to investment bankers as retaining fees.

On April 11, 2023, we issued 250,000 shares of common stock to a consultant for marketing advice.

On June 2, 2023, we issued 1,358,341 shares of common stock to an investment banker for services

On June 13, 2023 and June 15, 2023, the Company issued 3,333,333 and 5,160,606, respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

On November 30, 2022, the Company issued 2,518,892 shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $100,000 convertible promissory note.

On December 6, 2022, the Company issued 1,928,979 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $139,851 convertible promissory note.

On December 21, 2022, the Company issued 1,538,461 Shares of common stock to Fast Capital, LLC upon conversion of the $40,000 convertible promissory note.

On January 5, 2023, the Company issued 1,539,385 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $30,018 convertible promissory note.

On January 11, 2023, the Company issued 2,012,821 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $31,400 convertible promissory note.

On January 17, 2023, the Company issued 1,472,372 Shares of common stock were converted to Geneva Roth Holdings, Inc. as a conversion of the $22,969 convertible promissory note.

On January 19, 2023, the Company issued 3,424,657 Shares of common stock to Fast Capital, LLC as a conversion of the $50,000 convertible promissory note.

On March 3, 2023, the Company issued 1,777,778 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $20,800 convertible promissory note.

On March 9, 2023, the Company issued 2,355,556 Shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the $27,560 convertible promissory note.

On March 21, 2023, the Company issued 4,087,500 shares of common stock to Fast Capital, LLC as a conversion of the $32,500 convertible promissory note.

On March 16, 2023, we issued 1,000,000 shares of common stock as commitment shares to Keystone, pursuant to the Purchase Agreement.

On March 21, 2023, the Company issued 4,087,500 shares of common stock to Fast Capital, LLC as a conversion of the $32,500 convertible promissory note.

On June 13, 2023 and June 15, 2023, the Company issued 3,333,333 and 5,160,606, respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

On July 11, 2023 and July 27, 2023 the Company issued 2,354,717 and 3,391,304, respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

On August 16, 2023, the Company issued Geneva Roth Holdings, Inc 3,265,460 and 4,105,263 respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

On August 16, 2023, the Company issued 3,265,460 shares of common stock to Quick Capital. as a conversion of the convertible promissory note.

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

On September 5, 2023, and September 15 the Company issued 1,583,092 and 4,521,937 respectively, shares of common stock to AES. as a conversion of the convertible promissory note.

On September 8, and September 15, 2023, the Company issued 7,240,802, and 11,076,051 shares of common stock to Quick Capital as a conversion of the convertible promissory note.

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

On October 16 and 19, 2023, the Company issued Geneva Roth Holdings, Inc 15,288,889 and 15,280,000 respectively, shares of common stock to Geneva Roth Holdings, Inc. as a conversion of the convertible promissory note.

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

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

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

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

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

On November 8, 2023, the Company issued 11,333,000 shares of common stock to Rock Bay Partners. as a 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.

On April 2, 2024 the Company issued 7,000,000 shares of common stock to Keystone Capital Partners, LLC as a conversion of the convertible promissory note.

On April 9, 2024 the Company issued 4,356,827 shares of common stock to Quick Capital as a conversion of the convertible promissory note.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Other Stockholder Matters

None.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report as well as other matters over which we have no control. See “Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this.

Our cash balance was $490,~~391~~182 as of June 30, ~~2023~~2024. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds raised from the sale of shares and borrowed from our Chairman. The Chairman has no commitment, arrangement or legal obligation to advance or loan funds to the company. The borrowing is non-interest-bearing, unsecured, and due on demand.

Our independent registered public accountants have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. The accompanying financial statements have been prepared assuming that the Company continues as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has accumulated deficit of $2528,~~547~~582,~~794~~704 and working capital of $(12,~~609~~603,~~917~~419) as of June 30, ~~2023~~2024, and a net loss of $102,~~489~~354,~~394~~047 most of which is a non cash expense. The Company used $~~461~~262,~~573~~104 of cash in operating activities for the year ended June 30, ~~2023~~2024. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

We are a smaller reporting company under Rule 12b-2 of the Exchange Act. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” such as that we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; we can use reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; we can use exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved.

Results of Operations for the years ended June 30, ~~2022~~2024 and ~~2021~~2023

Operating expenses

General and administrative expenses were $~~978~~96,~~792~~803 for the year ended June 30, ~~2022~~2024, compared to $94978,~~508~~902 for the year ended June 30, ~~2021~~2023, ana ~~increase~~reduction of $1882,~~815,073~~099. The ~~increase~~decrease is due to ana ~~increase~~reduction in filing fees and ~~consulting~~other expenses.

Professional fees were $~~142~~39,~~863~~548 for the year ended June 30, ~~2023~~2024, compared to $~~144~~142,~~763~~863 for the year ended June 30, ~~2022~~2023, a decrease of $1103,~~900~~315. Professional fees consist mainly of legal, accounting and audit expense. The decrease is primarily due to lower legal ~~and accounting~~ fees.

~~There~~Consulting ~~was~~fees awere ~~loss~~$53,000 onfor ~~conversion~~the ofyear ~~common stock~~ended ~~for~~June ~~Directors compensation of $3~~30,~~211,400~~ ~~and~~2024 ~~officer~~compared ~~compensation~~to of $31,~~100~~168,~~500~~729 for the year ended June 30, 2023, ~~compared~~a toreduction of $21,~~111~~115,~~500 and~~729. ~~$952,500~~The ~~for~~decrease ~~the~~is ~~year~~because ~~ended~~there ~~June~~were ~~30,~~no shares ~~2022~~issued to consultants during 2024.

There was a loss on conversion of common stock for Directors compensation and officer compensation of $0 for the year ended June 30, 2024 compared to Directors compensation of $3,211,400 and officer compensation of $3,100,500 for the year ended June 30, 2023.

Other income (expense)

For the year ended June 30, ~~2023~~2024, we had interest expense of $~~308~~330,~~823~~591 and a net loss on conversion of debt of $~~166~~53,~~799~~497 ~~compared~~with a loss on conversion of preferred stock of $306,373 compared to interest expense of $~~297~~360,~~417~~502 and loss on conversion of debt of $~~102~~166,~~403~~799 ~~for~~and a loss on conversion of preferred stock of $1,033,119 for the year ended June 30, ~~2022~~2023. In addition, there was a loss on issuance of convertible debt of $0840,251 in ~~2023~~2024 ~~compared to~~and $~~575,396~~0 in ~~2022~~2023. ~~Interest~~There was ~~expense has increased as~~ a ~~result~~warrant expense of ~~interest~~$691,234 onin ~~notes payable that were added to~~ the ~~Company’s~~year ~~liabilities and~~ended ~~the~~June ~~amortization~~30, of2024 ~~debt~~compared ~~discount~~to ~~associated~~$0 ~~with~~in ~~our convertible notes~~2023.

Net Loss

Net loss for the year ended June 30, ~~2023~~2024 was $102,~~489~~354,~~394~~047 compared to $11,~~885~~170,~~609~~257 for the year ended June 30, ~~2022~~2023.

Plan of Operations

We expect that working capital requirements will continue to be funded through borrowing from related parties and others. ~~Subsequent to the year end June 30, 2022, the Company acquired the mining claims and equipment assets of Troy Mining Corporation~~. ~~We also acquired or entered into agreements to acquire other businesses during the year ended June 30, 2023.~~

Off Balance Sheet Arrangements

We have no 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.

Material Commitments

As of the date of this Annual Report, we do not have any material commitments.

Purchase of Significant Equipment

We do intend to purchase any significant equipment during the next twelve months subject to financing.

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has accumulated deficit of $2528,~~547~~582,~~794~~704 and negative working capital of $(12,~~609~~603,~~917~~419) as of June 30, ~~2023~~2024, and a net loss of $102,~~489~~354,~~394~~047 most of which is non cash expense. The Company used $~~461~~262,~~573~~104 of cash in operating activities for the year ended June 30, ~~2023~~2024. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities was $~~491~~262,~~573~~104 for the year ended June 30, ~~2023~~2024 as compared to the net cash used in operating activities of $~~739~~461,~~630~~573 for the year ended June 30, ~~2022~~2023. The reduction in net cash used in operating activities from ~~2023~~2024 to ~~2022~~2023 is because stock issued for services decreased during the year ended June 30, ~~2023~~2024.

Net cash provided by financing activities was $~~394~~452,~~240~~895 and $1394,~~004,565~~240 for the years ended June 30, ~~2023~~2024 and ~~2022~~2023, respectively.

Over the next twelve months, we expect our principle source of liquidity may be dependent on borrowings from related and other parties.

Going Concern Consideration

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. The Company’s cash position may not be sufficient to support its daily operations.

Limited operating history and need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any significant revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

6554

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firms		F-1

Balance Sheets as of June 30, 2023 and 2022		F-2

Statements of Operations for the Years Ended June 30, 2023 and 2022		F-3

Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2023 and 2022		F-4

Statements of Cash Flows for the Years Ended June 30, 2023 and 2022		F-5

Notes to the Financial Statements		F-6

6655

Gries & Associates, LLC Certified Public Accountants 501 S. Cherry Street, Ste 1100 Denver, Colorado 80246

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED ~~Directors~~PUBLIC ~~and~~ACCOUNTING ~~Stockholders Star Alliance International Corp.~~FIRM

~~Opinion~~To onthe Shareholder and the ~~Financial~~Board ~~Statements~~of Directors of

~~We have audited the accompanying balance sheets of~~ Star Alliance International ~~Corp. (the Company) as of June 30~~, 2023 and June 30, 2022, respectively, and the related statement of operations, stockholders’ deficit and cash flows for the period then ended and the related notes (collectively referred to as the financial statements)Inc. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and June 30, 2022, and the results of its operations and its cash flows for each of the period then ended in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~OPINION ~~for~~ON ~~Opinion~~THE FINANCIAL STATEMENTS

~~These~~We ~~financial~~have ~~statements~~audited ~~are~~ the ~~responsibility~~ accompanying balance sheet of ~~the~~Star ~~Company’s~~Alliance ~~management~~International, Inc. ~~Our~~(the ~~responsibility~~“Company”) isas toof ~~express~~June an30, ~~opinion~~2024 onand ~~the~~2023, ~~Company’s~~and ~~financial~~the related statements ~~based~~of onoperations ~~our audit.~~and Wecomprehensive ~~are~~loss, astockholders’ equity ~~public~~and ~~accounting~~cash ~~firm~~flows ~~registered~~for ~~with~~ the ~~Public~~years ~~Company~~then ~~Accounting~~ended, ~~Oversight~~and ~~Board~~the ~~(United~~related ~~States)~~notes (~~PCAOB)~~collectively ~~and~~referred ~~are required~~ to beas ~~independent~~the ~~with~~“financial ~~respect~~statements”). In toour opinion, the ~~Company~~financial statements present fairly, in ~~accordance~~all ~~with~~material respects, the ~~U.S.~~financial ~~federal~~position ~~securities~~of ~~laws~~the Company as of June 30, 2024 and 2023, and the ~~applicable~~results ~~rules~~of its operations and ~~regulations of~~its cash flows for the ~~Securities~~years ~~and~~then ~~Exchange~~ended ~~Commission~~in ~~and~~conformity with accounting principles generally accepted in the ~~PCAOB~~United States of America.

WeSUBSTANTIAL ~~conducted~~DOUBT ~~our~~ABOUT ~~audit~~THE inCOMPANY’S ~~accordance~~ABILITY ~~with~~TO ~~the~~CONTINUE ~~standards~~AS ofA ~~the~~GOING PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.CONCERN

~~Our~~The ~~audit~~accompanying ~~included~~financial ~~performing~~statements ~~procedures~~have tobeen ~~assess~~prepared assuming that the ~~risks~~Company ofwill ~~material~~continue ~~misstatement~~as a going concern. As disclosed in Note 3 of the financial statements, ~~whether~~the ~~due~~Company tohas ~~error~~suffered orsubstantial net ~~fraud~~losses and ~~performing~~negative ~~procedures~~cash ~~that~~flows ~~respond~~from ~~to those~~operations ~~risks.~~in ~~Such~~recent ~~procedures~~years ~~included~~and ~~examining,~~is dependent on adebt ~~test~~and ~~basis,~~equity ~~evidence~~financing ~~regarding~~to ~~the~~fund ~~amounts~~its ~~and~~operations, all ~~disclosures~~of inwhich ~~the~~raise ~~financial~~substantial ~~statements. Our~~doubt ~~audit~~about ~~also included evaluating~~ the ~~accounting~~Company’s ~~principles~~ability ~~used~~to ~~and~~continue ~~significant~~as ~~estimates~~a ~~made~~going byconcern. ~~management,~~Management’s asplans ~~well~~regarding these asmatters ~~evaluating the~~are ~~overall~~disclosed ~~presentation~~in ofNote ~~the~~3. The financial statements. Wedo ~~believe~~not ~~that~~include ~~our~~any ~~audits~~adjustments ~~provide~~that amight ~~reasonable~~result ~~basis~~from ~~for~~the ~~our~~outcome ~~opinion~~of this uncertainty.

.BASIS FOR OPINION

~~Going~~These ~~Concern~~financial ~~Uncertainty~~statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~accompanying~~conducted ~~financial~~our ~~statements~~audit ~~have~~in ~~been~~accordance ~~prepared~~with ~~assuming that~~ the ~~Company~~standards ~~will~~of ~~continue~~the asPCAOB. Those astandards ~~going~~require ~~concern.~~that Aswe ~~discussed~~plan inand ~~note~~perform 3the audit to ~~the~~obtain ~~financial~~reasonable ~~statements,~~assurance ~~the~~about ~~Company~~whether ~~has incurred~~the ~~losses~~financial ~~since~~statements ~~inception~~are free of ~~$25~~material misstatement,~~547,794.~~ ~~For~~whether ~~the~~due ~~year~~to ~~ended~~error ~~June~~or ~~30,~~fraud. ~~2023,~~The ~~the~~ Company ~~had~~is anot ~~net~~required ~~loss~~to ~~of $10~~have,~~489,394.~~ ~~These factors~~nor ~~create~~were anwe ~~uncertainty~~engaged as to ~~the~~perform, ~~Company’s~~an ~~ability~~audit of toits ~~continue~~internal ascontrol aover ~~going~~financial ~~concern~~reporting. ~~Management’s~~As ~~plans~~part inof ~~regard~~our ~~to these~~audits, ~~matters~~we are ~~also~~required ~~described~~to inobtain ~~note~~an 3.understanding ~~The~~of internal control over financial ~~statements~~reporting dobut not ~~include~~for ~~any~~the ~~adjustments~~purpose ~~that~~of ~~might~~expressing ~~result~~an ~~from~~opinion on the ~~outcome~~ effectiveness of ~~this~~the ~~uncertainty~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~blaze@griesandassociates~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.~~com~~ Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~501~~Critical S.Audit ~~Cherry Street, Suite 1100, Denver, Colorado 80246~~Matters

~~(O)720-464-2875~~Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (M1)~~773-255-5631~~ relate to accounts or disclosures that are material to the financial statements and (F2)~~720-222-5846~~ involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Henderson, Nevada

January 14, 2025

PCAOB ID Number 6797

F-1

~~Gries~~STAR &ALLIANCE ~~Associates,~~INTERNATIONAL ~~LLC Certified Public Accountants 501 S~~CORP. ~~Cherry Street, Ste 1100 Denver, Colorado 80246~~

~~Emphasis~~BALANCE ~~of Matters-Risks and Uncertainties~~SHEETS

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.


	June 30, 2024			June 30, 2023

ASSETS
Current assets:
Cash	$	90,182		$	4,391
Prepaids and other assets		2,000			482,500
Total current assets		92,182			486,891

Property and equipment		450,000			450,000
Mining claims		57,532			57,532
Prepaid for investment		105,000			–

Total Assets	$	704,714		$	994,423

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	119,251		$	110,565
Cash overdraft		23,678			–
Accrued interest		34,700			124,560
Due to related parties		53,645			55,654
Accrued compensation		644,970			346,060
Notes payable		302,851			213,251
Convertible notes payable, net of discount of $286,361 and $113,754, respectively		418,220			588,252
Derivative liability		1,098,286			1,439,329
Total current liabilities		2,695,601			2,877,671

Total Liabilities		2,695,601			2,877,671

COMMITMENTS AND CONTINGENCIES (see footnotes)		–			–

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding		1,000			1,000
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding		1,883			1,883
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 and 163,950 shares issued and outstanding, respectively		–			165
Series D preferred stock, $0.001 par value, 1,000,000 shares authorized, 146,964 and 0 shares issued and outstanding, respectively		147			–
Common stock, $0.001 par value, 950,000,000 shares authorized, 654,337,109 and 227,097,537 shares issued and outstanding, respectively		654,337			227,098
Additional paid-in capital		25,898,986			24,171,513
Common stock to be issued		81,714			–
Preferred stock to be issued		10,000			–
Stock subscription receivable		(56,250	)		(56,250	)
Accumulated deficit		(28,582,704	)		(26,228,657	)
Total stockholders’ (deficit) equity		(1,990,887	)		(1,883,248	)

Total liabilities and stockholders’ deficit	$	704,714		$	994,423

~~Emphasis~~The accompanying notes are an integral part of ~~Matters-Risks~~these ~~and~~financial ~~Uncertainties~~statements.

The Company has had significant transactions and relationships with related parties, including the Company’s Co-Chairman, which are described in the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

/s/ Gries & Associates, LLC We have served as the Company’s auditor since 2021. Denver, Colorado October 12, 2023 PCAOB# 6778

blaze@griesandassociates.com

501 S. Cherry Street, Suite 1100, Denver, Colorado 80246

(O)720-464-2875 (M)773-255-5631 (F)720-222-5846

F-2

~~PART~~STAR I.ALLIANCE ~~FINANCIAL~~INTERNATIONAL ~~INFORMATION~~CORP.

~~Item~~STATEMENTS 1.OF ~~Financial Statements~~OPERATIONS

STAR ALLIANCE INTERNATIONAL CORP.


	For the Years Ended June 30,
	2024			2023
Operating expenses:
General and administrative	$	96,803		$	978,792
Professional fees		39,548			142,863
Consulting		53,000			1,168,729
Director compensation		–			3,211,400
Officer compensation		420,000			3,100,500

Total operating expenses		609,351			8,602,284

Loss from operations		(609,351	)		(8,602,284	)

Other income (expense):
Interest expense		(330,591	)		(360,502	)
Change in fair value of derivative		994,629			(782,553	)
Gain on forgiveness of debt		268,972			–
Gain on conversion of debt		13,752			–
Loss on conversion of debt		(336,221	)		(166,799	)
Loss on conversion of preferred stock		(306,373	)		(1,033,119	)
Other expense		–			(25,000	)
Impairment expense		(482,500	)		–
Loss on issuance of convertible debt		(840,251	)		–
Warrant expense		(691,234	)		–
Penalty expense related to convertible debt		(34,879	)		(200,000	)
Total other expense		(1,744,696	)		(2,567,973	)

Loss before provision for income taxes		(2,354,047	)		(11,170,257	)

Provision for income taxes		–			–

Net loss	$	(2,354,047	)	$	(11,170,257	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.06	)
Weighted average common shares outstanding – basic and diluted		452,201,813			193,155,882

~~BALANCE~~The ~~SHEETS~~accompanying notes are an integral part of these financial statements.

	June 30, 2023			June 30, 2022
ASSETS
Current assets:
Cash	$	4,391		$	71,724
Prepaids and other assets		482,500			547,350
Prepaid stock for services		–			1,813,854
Total current assets		486,891			2,432,928
Property and equipment		450,000			450,000
Mining claims		57,532			57,532
Total other assets		507,532			507,532
Total Assets	$	994,423		$	2,940,460
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	110,565		$	52,760
Accrued expenses		75,681			25,961
Accrued expenses–related party		13,154			–
Loan payable – related party		42,500			–
Accrued compensation		346,060			212,428
Notes payable		202,051			193,866
Convertible notes payable, net of discount of $105,354 and $191,248, respectively		396,652			323,752
Derivative liability		1,010,145			689,231
Total current liabilities		2,196,808			1,497,998
Total Liabilities		2,196,808			1,497,998
COMMITMENTS AND CONTINGENCIES (see footnotes)
Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding		1,000			1,000
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding		1,883			1,883
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 163,950 and 207,500 shares issued and outstanding, respectively		165			208
Common stock, $0.001 par value, 500,000,000 shares authorized, 227,097,537 and 162,788,028 shares issued and outstanding, respectively		227,098			162,788
Additional paid-in capital		24,171,513			16,384,983
Stock subscription receivable		(56,250	)		(50,000	)
Accumulated deficit		(25,547,794	)		(15,058,400	)
Total stockholders’ (deficit) equity		(1,202,385	)		1,442,462
Total liabilities and stockholders’ deficit	$	994,423		$	2,940,460

F-3

~~The~~STAR ~~accompanying~~ALLIANCE ~~notes~~INTERNATIONAL ~~are an integral part of these financial statements~~CORP.

~~F-3~~STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~STAR~~FOR ~~ALLIANCE~~THE ~~INTERNATIONAL~~YEARS ~~CORP.~~ENDED JUNE 30, 2024 AND 2023

STATEMENTS OF OPERATIONS

Preferred Stock
Series A

Preferred Stock
Series B

Preferred Stock
Series C

Preferred Stock
Series D

Amount

Balance, June 30, 2022

1,000,000

1,000

1,833,000

1,883

207,500

208

–

Preferred stock sold for cash

–

268,200

268

–

Stock sold for cash

–

Stock issued for services – related party

–

Preferred stock converted to common stock

–

(311,750

)

(311

)

–

Stock issued for conversion of debt

–

Stock issued for services

–

Warrants issued

–

Preferred dividends

–

Net loss

–

Balance, June 30, 2023

1,000,000

1,000

1,833,000

1,883

163,950

165

–

Preferred stock sold for cash

–

96,000

Common stock sold for cash

–

Preferred stock converted to common stock

–

(163,950

)

(165

)

–

Stock issued for conversion of debt

–

Stock issued for services

–

50,964

Forgiveness of related party debt

–

Warrants issued

–

Preferred dividends

–

Net loss

–

Balance, June 30, 2024

1,000,000

1,000

1,833,000

1,883

–

146,964

147

	For the Years Ended June 30,
	Common Stock						Additional Paid-in			Stock To Be		Stock Subscription			Accumulated
	2023			2022
	Shares			Amount			Capital			Issued		Receivable			Deficit			Total
Operating expenses:
Balance, June 30, 2022		162,788,028		$	162,788		$	16,384,983		$	–	$	(50,000	)	$	(15,058,400	)	$1,442,462
General and administrative	$	978,792		$	1,897,581
Preferred stock sold for cash		–			–			230,931			–		–			–		231,199
General and administrative – related party		–			12,000
Stock sold for cash		50,000			50			6,200			–		(6,250	)		–		–
Mine development		–			791,500
Stock issued for services – related party		21,000,000			21,000			5,924,000			–		–			–		5,945,000
Professional fees		142,863			144,763
Preferred stock converted to common stock		22,099,722			22,101			1,035,298			–		–			–		1,057,088
Consulting		1,168,729			4,843,835
Stock issued for conversion of debt		16,050,618			16,050			448,180			–		–			–		464,230
Director compensation		3,211,400			2,111,500
Stock issued for services		5,109,169			5,109			138,932			–		–			–		144,041
Officer compensation		3,100,500			952,500
Warrants issued		–			–			24,092			–		–			–		24,092
Total operating expenses		8,602,284			10,753,679
Preferred dividends		–			–			(21,103	)		–		–			–		(21,103)
Loss from operations		(8,602,284	)		(10,753,679	)
Net loss		–			–			–			–		–			(11,170,257	)	(11,170,257)
Other expense:
Balance, June 30, 2023		227,097,537		$	227,098		$	24,171,513		$	–	$	(56,250	)	$	(26,228,657	)	$ (1,883,248)
Interest expense		(308,823	)		(297,417	)
Preferred stock sold for cash		–			–			79,904			10,000		–			–		90,000
Change in fair value of derivative		(353,369	)		(136,714	)
Common stock sold for cash		–			–			–			81,495		–			–		81,495
Loss on conversion of debt		(166,799	)		(102,403	)
Preferred stock converted to common stock		189,968,342			189,967			102,780			–		–			–		292,582
Loss on issuance of convertible debt		–			(575,396	)
Stock issued for conversion of debt		208,214,745			208,215			826,708			–		–			–		1,034,923
Other expense		(25,000	)		(20,000	)
Stock issued for services		3,856			4			41,250			219		–			–		41,524
Loss on conversion of preferred stock		(1,033,119	)		–
Forgiveness of related party debt		–			–			5,000			–		–			–		5,000
Total other expense		(1,887,110	)		(1,131,930	)
Warrants issued		–			–			700,884			–		–			–		700,884
Loss before provision for income taxes		(10,489,394	)		(11,885,609	)
Warrant exercise		29,052,629			29,053			(29,053	)		–		–			–
Provision for income taxes		–			–
Net loss		–			–			–			–		–			(2,354,047	)	(2,354,047)
Net loss	$	(10,489,394	)	$	(11,885,609	)
Balance, June 30, 2024		654,337,109		$	654,337		$	25,898,986		$	81,714	$	(56,250	)	$	(25,852,704	)	$ (1,990,887)
Net loss per common share - basic and diluted	$	(0.05	)	$	(0.08	)
Weighted average common shares outstanding – basic and diluted		193,155,882			145,317,205

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

F-4

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ DEFICIT~~FLOWS

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022


	For the Years Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,354,047	)	$	(11,170,257	)

Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid stock issued for services		–			1,813,854
Common stock issued for services - related party		–			5,945,000
Stock issued for services		41,254			144,041
Loss on conversion of preferred stock		306,373			1,033,119
Change in fair value of derivative		(994,629	)		782,553
Debt discount amortization		235,771			242,200
Loss on conversion of debt		336,221			166,799
Gain on conversion of debt		(13,752	)		–
Gain on forgiveness of debt		(268,972	)
Loss on issuance of convertible debt		840,251			–
Other expense		–			25,000
Warrant expense		691,234			–
Penalty expense related to convertible debt		34,879			200,000
Impairment expense		482,500			–
Changes in assets and liabilities:
Prepaids and other assets		(2,000	)		64,850
Accounts payable		8,686			57,805
Accrued expenses		95,217			86,677
Accrued expenses – related party		–			13,154
Accrued compensation		298,910			133,632
Net cash used in operating activities		(262,104	)		(461,573	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Prepaid for investment		(105,000	)		–
Net cash provided by investing activities		(105,000	)		–

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		23,678			–
(Payments) proceeds of borrowings from a related party		(2,009	)		42,500
Proceeds from the sale of common stock		10,000			–
Proceeds from the sale of preferred stock		90,000			231,200
Proceeds from notes payable		183,600			42,000
Proceeds from convertible note payable		280,225			127,355
Repayment of convertible note payable		(105,470	)		(15,000	)
Payment on notes payable		(12,800	)		(33,815	)
Redemption of preferred stock		(14,329	)		–
Net cash provided by financing activities		452,895			394,240

Net change in cash		85,791			(67,333	)
Cash at the beginning of period		4,391			71,724
Cash at the end of period	$	90,182		$	4,391

NON-CASH TRANSACTIONS:
Conversion of debt	$	334,231		$	154,300

	Preferred Stock Series A			Preferred Stock Series B				Preferred Stock Series C						Common Stock				Additional Paid-in			Common Stock To Be			Stock Subscription			Accumulated
	Shares	Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Issued			Receivable			Deficit			Total
Balance, June 30, 2021	1,000,000	$	1,000		1,833,000	$	1,883		–		$	–			124,319,584	$	124,320	$	2,793,609		$	41,633		$	(20,000	)	$	(3,172,791	)	$	(230,346	)
Stock sold for cash	–		–		–		–		–			–			21,955,000		21,955		604,045			(32,000	)		(30,000	)		–			564,000
Preferred Stock sold for cash	–		–		–		–		207,500			208			–		–		207,292			–			–			–			207,500
Stock issued for services	–		–		–		–		–			–			9,866,444		9,866		9,042,634			(3,000	)		–			–			9,049,500
Stock issued for services – related party	–		–		–		–		–			–			4,500,000		4,500		2,757,000			–			–			–			2,761,500
Stock issued for debt	–		–		–		–		–			–			1,947,000		1,947		680,603			(6,633	)		–			–			675,917
Stock issued for acquisition	–		–		–		–		–			–			200,000		200		299,800			–			–			–			300,000
Net loss	–		–		–		–		–			–			–		–		–			–			–			(11,885,609	)		(11,885,609	)
Balance, June 30, 2022	1,000,000		1,000		1,833,000		1,883		207,500			208			162,788,028		162,788		16,384,983			–			(50,000	)		(15,058,400	)		1,442,462
Stock sold for cash	–		–		–		–		–			–			50,000		50		6,200			–			(6,250	)		–			–
Preferred stock sold for cash	–		–		–		–		268,200			268							230,931			–			–			–			231,199
Stock issued for services	–		–		–		–		–			–			5,109,169		5,109		138,932			–			–			–			144,041
Stock issued for services – related party	–		–		–		–		–			–			21,000,000		21,000		5,924,000			–			–			–			5,945,000
Stock issued for debt	–		–		–		–		–			–			16,050,618		16,050		448,180			–			–			–			464,230
Preferred stock converted to common stock	–		–		–		–		(311,750	)		(311	)		22,099,722		22,101		1,035,298			–			–			–			1,057,088
Warrants issued	–		–		–		–		–			–			–		–		24,092			–			–			–			24,092
Preferred dividends	–		–		–		–		–			–			–		–		(21,103	)		–			–			–			(21,103	)
Net loss	–		–		–		–		–			–			–		–		–			–			–			(10,489,394	)		(10,489,394	)
Balance, June 30, 2023	1,000,000	$	1,000		1,833,000	$	1,883		163,950		$	165			227,097,537	$	227,098	$	24,171,513		$	–		$	(56,250	)	$	(25,547,794	)	$	(1,202,385	)

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

~~The accompanying notes are an integral part of these financial statements.~~ F-5

~~F-5~~STAR ALLIANCE INTERNATIONAL CORP.

~~STAR~~NOTES ~~ALLIANCE~~TO ~~INTERNATIONAL~~FINANCIAL ~~CORP.~~STATEMENTS

~~STATEMENTS~~JUNE ~~OF CASH~~30, ~~FLOWS~~2024

	For the Years Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,489,394	)	$	(11,885,609	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		144,041			7,235,646
Common stock issued for services - related party		5,945,000			2,761,500
Prepaid stock issued for services		1,813,854			–
Loss on conversion of debt		166,799			102,403
Loss on conversion of preferred stock		1,033,119			–
Loss on issuance of convertible debt		–			575,396
Other expense		25,000			20,000
Change in fair value of derivative		353,369			136,714
Debt discount amortization		242,200			272,616
Changes in assets and liabilities:
Prepaids and other assets		64,850			(47,350	)
Accounts payable		57,805			34,382
Accrued expenses		34,998			20,247
Accrued expenses – related party		13,154			–
Accrued compensation		133,632			34,425
Net cash used in operating activities		(461,573	)		(739,630	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Prepaids and other assets		–			(200,000	)
Net cash used in investing activities		–			(200,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings from a related party		42,500			–
Proceeds from the sale of common stock		–			544,000
Proceeds from the sale of preferred stock		231,200			207,500
Proceeds from convertible note payable		127,355			501,250
Repayment of convertible note payable		(15,000	)		–
Proceeds from notes payable		42,000			138,971
Payment on notes payable		(33,815	)		(387,156	)
Net cash provided by financing activities		394,240			1,004,565
Net change in cash		(67,333	)		64,935
Cash at the beginning of year		71,724			6,789
Cash at the end of year	$	4,391		$	71,724
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
NON-CASH TRANSACTIONS:
Conversion of debt	$	154,300		$	97,154
Common stock issued for investment	$	–		$	300,000
Common stock issued for prepaid services	$	–		$	1,813,854

NOTE 1 – NATURE OF BUSINESS

~~The~~Star ~~accompanying~~Alliance International ~~notes~~Corp. ~~are~~(“the anCompany”, ~~integral~~“we”, ~~part~~“us”) was originally incorporated with the name Asteriko Corp. in the State of ~~these~~Nevada ~~financial~~on ~~statements~~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.

~~F-6~~NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

~~STAR~~Basis ~~ALLIANCE~~of ~~INTERNATIONAL CORP.~~Presentation

~~NOTES~~The TOaccompanying ~~FINANCIAL~~financial ~~STATEMENTS~~statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).

~~JUNE~~Use ~~30,~~of ~~2023~~Estimates

~~NOTE~~The 1preparation –of ~~NATURE~~financial OFstatements ~~BUSINESS~~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 expenses during the reporting period. Actual results could differ from those estimates.

~~Star~~Concentrations ~~Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State~~ of ~~Nevada~~Credit 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.Risk

~~NOTE~~We 2maintain –our ~~SIGNIFICANT~~cash ~~AND~~in ~~CRITICAL~~bank ~~ACCOUNTING~~deposit accounts, ~~POLICIES~~the ~~AND~~balances ~~PRACTICES~~of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

~~Basis~~Cash ~~of Presentation~~Equivalents

The ~~accompanying~~Company ~~financial~~considers ~~statements~~all ofhighly ~~the~~liquid ~~Company~~investments ~~have~~with ~~been~~a ~~prepared~~maturity inof ~~accordance~~three ~~with~~months ~~accounting~~or ~~principles~~less ~~generally~~when ~~accepted~~purchased into ~~the~~be ~~United~~cash ~~States~~equivalents. ofThere ~~America~~were ~~(“U.S.~~no ~~GAAP”) and~~cash ~~the~~equivalents ~~rules~~for of the ~~Securities~~periods ~~and~~ended ~~Exchange~~June 30, ~~Commission~~2024 ~~(“SEC”)~~and 2023.

~~Use of Estimates~~Reclassifications

~~The~~Certain ~~preparation~~reclassifications ofhave ~~financial~~been ~~statements~~made ~~in conformity with generally accepted accounting principles requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~prior ~~amounts~~period offinancial ~~assets~~information ~~and~~to ~~liabilities~~conform ~~and~~to ~~disclosure~~the ofpresentation ~~contingent~~used ~~assets~~in ~~and liabilities at~~ the ~~date of the~~ financial statements ~~and~~for the ~~reported~~year ~~amounts of~~ended ~~revenues~~June ~~and~~30, ~~expenses during the reporting period~~2024. ~~Actual results could differ from those estimates.~~

~~Fair~~Derivative ~~Value of~~ Financial Instruments

The Company ~~follows~~evaluates ~~paragraph~~its ~~825-10-50-10~~convertible ofnotes to ~~the~~determine ~~FASB~~if ~~Accounting~~such ~~Standards~~instruments ~~Codification~~have ~~for~~derivatives ~~disclosures~~or ~~about~~contain ~~fair~~features ~~value~~that ofqualify ~~its~~as ~~financial~~embedded ~~instruments~~derivatives. ~~and~~For ~~paragraph~~derivative ~~820-10-35-37~~financial ofinstruments ~~the~~that ~~FASB~~are ~~Accounting~~accounted ~~Standards~~for ~~Codification~~as ~~(“Paragraph~~liabilities, ~~820-10-35-37”)~~the toderivative ~~measure~~instrument ~~the~~is ~~fair~~initially ~~value~~recorded ofat its ~~financial~~fair ~~instruments. Paragraph~~value ~~820-10-35-37~~and ~~establishes~~is athen ~~framework~~re-valued ~~for~~at ~~measuring~~each reporting ~~fair~~date, ~~value~~with changes in ~~accounting~~the ~~principles~~fair ~~generally~~value ~~accepted~~reported in the ~~United~~statements ~~States~~ of ~~America (U~~operations.S. ~~GAAP)~~For ~~and~~stock-based ~~expands~~derivative ~~disclosures~~financial ~~about fair value measurements. To increase consistency and comparability in fair value~~instruments, ~~measurements~~the ~~and~~Company ~~related~~uses ~~disclosures,~~a ~~Paragraph~~weighted-average ~~820~~Black-10Scholes-~~35-37~~Merton ~~establishes~~option apricing ~~fair~~model to value ~~hierarchy~~the ~~which~~derivative ~~prioritizes~~instruments ~~the~~at ~~inputs~~inception toand ~~valuation~~on ~~techniques~~subsequent ~~used~~valuation todates. ~~measure~~The ~~fair~~classification ~~value~~of ~~into~~derivative ~~three~~instruments, ~~broad~~including ~~levels. The~~whether ~~fair~~such ~~value~~instruments ~~hierarchy~~should ~~gives~~be ~~the~~recorded ~~highest~~as ~~priority to quoted prices~~liabilities ~~(unadjusted)~~or inas ~~active~~equity, ~~markets~~is ~~for~~evaluated ~~identical~~at ~~assets or liabilities and~~ the ~~lowest~~end ~~priority to unobservable inputs. The three levels~~ of ~~fair~~ ~~value~~each ~~hierarchy~~reporting ~~defined by Paragraph 820-10-35-37 are described below:~~period.

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.

Fair Value of Financial Instruments

The ~~carrying~~Company ~~amount~~follows ofparagraph 825-10-50-10 of the ~~Company’s~~FASB Accounting Standards Codification for disclosures about fair value of its financial ~~assets~~ instruments and ~~liabilities,~~paragraph ~~such~~820-10-35-37 asof the ~~cash,~~FASB ~~prepaid~~Accounting ~~expenses~~Standards ~~and~~Codification ~~accrued~~(“Paragraph ~~expenses~~820-10-35-37”) ~~approximate~~to ~~their~~measure the fair value ~~because~~ of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the ~~short~~United ~~maturity~~States of ~~those~~America ~~instruments~~(U. ~~The~~S. ~~Company’s~~GAAP) ~~notes~~and ~~payable~~expands ~~approximates~~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 ofinto ~~such~~three ~~instruments~~broad aslevels. The fair value hierarchy gives the ~~notes~~highest ~~bear~~priority ~~interest~~to quoted prices ~~rates~~(unadjusted) ~~that~~in ~~are~~active ~~consistent~~markets ~~with~~for ~~current~~identical ~~market~~assets ~~rates~~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:

F-76

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

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.

Schedule of liabilities measured at fair value on a recurring basis
At June 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,010,145
Total	$	–	$	–	$	1,010,145

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

At June 30, 2022
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	689,231
Total	$	–	$	–	$	689,231

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

NOTE 3 – GOING CONCERN


At June 30, 2024
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,098,286
Total	$	–	$	–	$	1,098,286

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $25,547,794 as of June 30, 2023. For the year ended June 30, 2023, the Company had a net loss of $10,489,394, which did include $9,722,349 of non-cash expense incurred for the issuance of common stock for services, loss on conversion of preferred stock and derivatives associated with convertible debt. We used $461,573 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

At June 30, 2023
Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	1,439,329
Total	$	–	$	–	$	1,439,329

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

~~NOTE~~Net income (loss) per common share is computed 4pursuant –to ~~AGREEMENTS~~section TO260-10-45 ~~ACQUIRE~~of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 30, 2024 and 2023, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

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

FIn June 2018, the FASB issued ASU 2018-807, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

OnIncome August 14, 2023, the Company and Juan Lemus executed a first addendum to the Share Exchange 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. As of the date of this Annual Report, the Company issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment. 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.Taxes

OnIncome ~~March~~taxes ~~19,~~are ~~2023,~~provided for the ~~Company~~tax ~~entered into and~~effects ~~executed~~of athe ~~share~~transactions ~~purchase~~reported ~~agreement~~in (the ~~“Share~~financial ~~Purchase~~statements ~~Agreement”)~~and consist ~~with~~of ~~Lion~~taxes ~~Works~~currently ~~Advertising,~~due ~~SA,~~plus adeferred ~~Guatemalan~~taxes ~~corporation~~related primarily ~~(“Lion~~to ~~Works”)~~tax net operating loss carryforwards. The deferred tax assets and ~~Juan~~liabilities ~~Lemus,~~represent the ~~sole~~future ~~shareholder~~tax ofreturn ~~Lion~~consequences ~~Works~~of these differences, which ~~contemplated~~will ~~the~~either ~~acquisition~~be bytaxable ~~the~~or ~~Company~~deductible when assets and liabilities are recovered or settled, as ~~Buyer, from~~well Mras operating loss carryforwards. ~~Lemus,~~Deferred astax ~~Seller,~~assets ofand ~~51%~~liabilities ofare ~~the~~measured ~~capital~~using ~~stock~~enacted oftax ~~Lion~~rates ~~Works,~~expected ~~including~~to ~~51%~~apply ofto taxable income in the ~~intellectual~~years in ~~property~~which ~~rights~~those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and ~~know-how~~liabilities ~~related~~of a change toin tax rates is recognized in income in the ~~Genesis~~period ~~extraction~~that ~~system~~includes ~~(“Genesis”)~~the enactment date. ~~The~~A ~~Share~~valuation ~~Purchase~~allowance ~~Agreement~~is ~~superseded~~established against deferred tax assets when in the ~~terms~~judgment of ~~the~~management, ~~binding~~it ~~Letter~~is ofmore ~~Intent~~ likely than not that ~~the~~such ~~parties~~deferred ~~entered~~tax ~~into~~assets onwill ~~November~~not ~~21,~~become ~~2021~~available. ~~Pursuant~~Because the tojudgment about the ~~terms~~level of ~~the~~future ~~Share~~taxable ~~Purchase~~income ~~Agreement~~is dependent to a great extent on matters that may, at least in part, be beyond the Company’s ~~consideration~~control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the ~~acquisition~~near ofterm. ~~51%~~Tax ofbenefits ~~Lion~~are ~~Works~~recognized ~~consists~~only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the ~~following:~~Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

· The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment. · The Company will invest an additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment. · The Company will engage a patent attorney and pay for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.F-7

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

OnThe ~~July 21, 2023, Juan Lemus and the~~ Company ~~executed a~~has ~~first~~implemented ~~addendum~~all tonew ~~the Share Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital~~applicable ~~was~~accounting ~~extended~~pronouncements ~~until~~that ~~September~~are ~~30,~~in ~~2023,~~effect. ~~and~~These ~~the~~pronouncements ~~parties~~did ~~agreed~~not ~~that~~have ~~upon~~any ~~such~~material ~~payment~~impact ~~and~~on the ~~first~~financial ~~minimum~~statements ~~payment in the amount of $2,550,000~~unless ~~toward~~otherwise ~~the total purchase price on or prior to September 30~~disclosed, ~~2023~~and by the Company, ~~the~~does ~~parties~~not ~~will~~believe ~~close~~that ~~the~~there ~~transactions~~are ~~contemplated by~~any ~~the~~other ~~Share~~new ~~Purchase~~accounting ~~Agreement,~~pronouncements ~~and~~that ~~Lion~~have ~~Works~~been ~~will~~issued ~~become~~that might have a ~~majority-owned~~material ~~subsidiary~~impact ofon ~~the~~its ~~Company.~~financial Onposition ~~September~~or ~~28,~~results ~~2023, the parties executed a second addendum extending the time~~ of ~~the Company’s payments from September 30, 2023 to December 31, 2023~~operations.

NOTE 53 –- ~~PROPERTY~~GOING ~~AND EQUIPMENT~~CONCERN

~~Long~~The ~~lived~~accompanying ~~assets,~~financial ~~including~~statements ~~property~~have ~~and equipment~~been ~~assets~~prepared toassuming bethat ~~held and used by~~ the Company ~~are~~will ~~reviewed~~continue ~~for~~as ~~impairment~~a ~~whenever~~going ~~events~~concern, orwhich ~~changes~~contemplates incontinuity ~~circumstances~~of ~~indicate~~operations, ~~that~~realization ~~the~~of ~~carrying~~assets, ~~value~~and liquidation of ~~the~~liabilities ~~assets~~in ~~may~~the ~~not~~normal becourse ~~recoverable~~of business. ~~Impairment~~As ~~losses~~shown ~~are~~in ~~recognized~~the ifaccompanying ~~expected~~financial ~~future~~statements, ~~cash flows of~~ the ~~related~~Company ~~assets~~has ~~are less~~an ~~than~~accumulated ~~their~~deficit ~~carrying~~of ~~values.~~$28,582,704 ~~Measurement~~as of anJune ~~impairment~~30, ~~loss~~2024. isFor ~~based~~the onperiod ~~the~~ended ~~fair~~June ~~value~~30, of2024, the ~~asset.~~Company ~~Long-lived~~had ~~assets~~a tonet beloss ~~disposed~~of $2,354,047 and used $262,104 of ~~are~~cash ~~reported~~in atoperating ~~the~~activities. ~~lower~~Due ofto ~~carrying~~these ~~amount~~conditions, orit ~~fair~~raises ~~value~~substantial ~~less~~doubt ~~cost~~about the Company’s ability to ~~sell~~continue as a going concern.

~~F-9~~The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

~~Property and equipment are first recorded at cost.~~NOTE ~~Depreciation~~4 ~~and~~– isAGREEMENTS ~~computed~~TO ~~using the straight-line method over the estimated useful lives of the various classes of assets.~~ACQUIRE

~~Maintenance~~On ~~and~~December ~~repair~~15, ~~expenses~~2021, asthe ~~incurred~~Company entered into that certain share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania ~~are~~Minera ~~charged~~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 ~~expense~~five operating mines that run along a 12.5-mile ~~Betterments~~stretch ~~and~~of ~~renewals~~the ~~are~~Rio ~~capitalized~~Jalan River, in ~~plant~~consideration for $1,000,000 in cash and ~~equipment~~the ~~accounts~~issuance of 5,000,000 shares of the Company’s common stock to Mr. ~~Cost~~Lemus ~~and~~(the ~~accumulated~~“Commsa ~~depreciation~~Acquisition”). ~~applicable~~In addition, the Company has agreed to provide up to ~~items~~$7,500,000 ~~replaced~~in orworking ~~retired~~capital ~~are~~to ~~eliminated~~expand ~~from~~the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands ~~related~~of ~~accounts~~Central ~~with~~Honduras. ~~any~~The ~~gain~~Company ordid ~~loss~~not onmeet its obligations for the ~~disposition~~consummation ~~included~~of the Commsa Acquisition by March 31, 2022, as ~~income~~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.

~~Assets~~On ~~stated~~August at14, ~~cost~~2023, ~~less~~the ~~accumulated~~Company ~~depreciation~~and ~~consisted~~Juan Lemus executed a first addendum to the Commsa Purchase Agreement which provided for the extension of the Company’s obligations to pay ~~following:~~$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.

Schedule of property, plant and equipment
	June 30, 2023		June 30, 2022
Mine Assets	$	450,000	$	450,000
Total	$	450,000	$	450,000

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:

~~Once~~· ~~operations~~The ~~utilizing~~total purchase price of $5,100,000 in cash, with the ~~property~~ first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and ~~equipment~~the ~~have~~remaining ~~begun~~outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the ~~Company~~first ~~will~~payment. ~~begin~~· ~~depreciation~~An additional 5,000,000 as a working capital toward the development of the ~~assets~~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.

~~NOTE 6 – RELATED PARTY TRANSACTIONS~~F-8

OnThe ~~August~~parties 1,agreed ~~2019,~~that the ~~Company~~closing ~~entered~~of ~~into~~the ~~and~~transactions ~~executed~~contemplated ~~initial~~by ~~employment~~the ~~agreements~~Lion ~~with~~Works ~~Richard~~Purchase ~~Carey,~~Agreement ~~John~~will ~~Baird~~occur ~~and~~on ~~Anthony~~or ~~Anish.~~before ~~Each~~March ~~initial~~19, ~~employment~~2023 ~~agreement~~or ~~provided~~at ~~that the~~such ~~initial~~other ~~term~~time ofand ~~the~~place ~~employment~~as ~~agreement~~the ~~has~~Buyer and the ~~term~~Seller ofmay ~~36 months starting from August 1~~agree, ~~2019~~provided ~~and~~that ~~continues~~(i) ~~until~~the ~~July~~Seller ~~31,~~receives ~~2022. Thereafter,~~the ~~such~~first ~~employment~~tranche ~~agreement~~of ~~may~~working becapital ~~renewed~~funds ~~upon~~in ~~mutual~~the ~~agreement~~amount of ~~the~~$2,000 ~~parties.~~prior to ~~The~~the ~~employment~~execution ~~agreement~~and ~~also~~delivery ~~may~~of be(i) ~~terminated by~~the ~~each~~paperwork ~~party~~necessary ~~upon~~for 30the ~~days’~~attorney ~~notice~~ to complete the ~~other~~patent ~~party~~submission, ~~provided~~(ii) ~~that~~all indocumentation necessary ~~the~~for ~~event~~ the ~~Executive~~buyer ~~breaches his material obligations~~ to ~~the~~market ~~Company,~~ the ~~Company~~Genesis ~~may~~program, ~~terminate~~(iii) ~~the~~any ~~executive~~other ~~employment~~document, ~~immediately.~~certificate ~~Each~~or ~~executive~~instrument ~~agreement~~to ~~included~~consummate the ~~compensation for~~transactions ~~the~~contemplated ~~executive,~~by ~~including~~ the ~~base~~Lion ~~and~~Works ~~incentive~~Purchase ~~salary~~Agreement.

~~The~~On ~~executive~~July ~~employment~~21, ~~agreement~~2023, ~~with~~Juan ~~Mr.~~Lemus ~~Carey~~and the Company executed ~~stated~~a ~~that~~first ~~his~~addendum ~~annual~~to ~~base~~the ~~salary~~Lion isWorks ~~$120~~Purchase Agreement,~~000~~ ~~per~~pursuant ~~annum;~~to which the ~~executive~~Company’s ~~employment~~obligations ~~agreements~~to ~~with~~pay ~~each~~$2,000,000 ofas ~~John~~working capital ~~Baird~~was ~~and~~extended ~~Anthony~~until ~~Anish provided~~September ~~that~~30, ~~each~~2023. ~~executive~~On ~~officer~~September ~~will~~28, ~~receive~~2023, ~~annual~~the ~~base~~parties ~~salary~~executed a second addendum extending the time of ~~$60~~the Company’s payments from September 30,~~000~~ ~~per~~2023 ~~annum.~~to MrDecember 31, 2023. ~~Baird~~The ~~resigned~~Company ~~from~~did ~~his~~not ~~position~~make onthe ~~August~~required payments by December 31, 122023, ~~2020~~and this Lion Works Purchase Agreement has expired.

On ~~January~~December 14, ~~2021~~2023, the Company ~~amended~~signed ~~the~~a ~~employment~~consulting ~~agreements~~agreement ~~with~~(the ~~Mr.~~“Agreement”) ~~Carey~~with ~~and~~the ~~Mr.~~Knightsbridge ~~Anish,~~Group ~~which~~(“Knightsbridge”) ~~increased~~with the ~~base~~effective ~~annual~~date ~~salaries~~of ~~for Richard Carey from $120,000 per annum to $180,000~~December ~~per annum~~11, ~~and~~2023. ~~for~~The ~~Anthony~~terms ~~Anish~~of ~~from~~the ~~$60,000~~Agreement ~~per~~amended ~~annum~~and tosuperseded ~~$120,000~~the ~~per annum. All other~~ terms of the ~~initial~~Memorandum ~~employment~~of ~~agreements~~Understanding ~~with Mr.~~the ~~Carey~~parties ~~and~~executed ~~Mr.~~on ~~Anish~~November 6, ~~remained unchanged~~2023.

OnThe ~~March~~Agreement ~~14,~~provided ~~2023,~~for the ~~Company~~development ~~renewed~~and issuance ~~the~~of ~~employment agreements~~a ~~with~~Digital ~~Mr.~~Gold ~~Carey~~Coin ~~and~~(“DGC”) ~~Mr.~~by ~~Anish~~Knightsbridge, (backed by the ~~“New~~Company’s ~~Employment~~gold ~~Agreements”)~~assets, ~~stating~~provided that DGC will not be issued unless and until all the ~~effective~~necessary ~~date~~paperwork ofrequired by the ~~New~~SEC ~~Employment~~and any other government agency were completed and timely ~~Agreement~~filed; isexploration ~~August~~of 1additional opportunities related to digital assets, ~~2022~~equity and ~~that~~derivatives, ~~they~~to ~~have~~enhance the ~~term~~Company’s offinancial standing 36and ~~months~~growth; other consulting, ~~the~~advisory ~~same~~services asby Knightsbridge in the ~~terms~~Asian markets, in consideration for (a) issuance of 48,000,000 shares of the ~~initial~~Company’s ~~employment~~common ~~agreements.~~stock; ~~Except for~~(b) 50,000 shares of the ~~compensation~~newly-designated ~~provisions~~Series D Convertible Preferred Stock, with the ~~New~~right to ~~Employment~~convert ~~Agreements~~each ~~contain~~share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the ~~same~~Company ~~provisions~~in as12 months; and (c) Ten (10) percent of the ~~initial~~developed ~~employment~~and ~~agreement~~issued DGC, will be retained by KG as payment for ~~each~~development and maintenance of the DGC developed ~~executive~~for the Company.

FAs of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-10linked 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.

~~Under~~NOTE ~~the~~5 ~~terms~~– ofPROPERTY ~~the~~AND ~~New Employment Agreement, Mr. Carey is entitled to receive the following compensation:~~EQUIPMENT

·Long ~~For~~lived ~~the~~assets, ~~period~~including ~~from~~property ~~August~~and 1,equipment assets ~~2022~~ to ~~December~~be ~~31,~~held ~~2022,~~and ~~Mr.~~used ~~Carey~~by ~~received~~ the ~~base~~Company ~~salary~~are ~~equal~~reviewed tofor ~~$180,000;~~impairment ·whenever ~~For~~events ~~the~~or ~~period~~changes ~~from~~in ~~January~~circumstances 1,indicate ~~2023~~that tothe ~~July~~carrying value ~~31,~~of ~~2024,~~the ~~Mr.~~assets ~~Carey~~may ~~will~~not ~~receive~~be ~~the~~recoverable. ~~base~~Impairment ~~salary~~losses ~~equal~~are torecognized ~~$240,000;~~if ~~and~~expected ·future ~~For~~cash ~~the~~flows ~~period~~of ~~from~~the ~~August~~related 1,assets ~~2024~~are toless than ~~July~~their ~~31,~~carrying ~~2025, Mr~~values. ~~Carey~~Measurement ~~will~~of ~~receive~~an ~~the~~impairment ~~base~~loss ~~salary~~is ~~equal~~based toon ~~$270,000.~~the Infair ~~addition,~~value ~~Mr.~~of ~~Carey~~the isasset. ~~entitled~~Long-lived assets to ~~receive~~be andisposed of ~~equity~~are ~~compensation,~~reported asat tothe belower ~~determined~~of bycarrying ~~the~~amount ~~Board~~or offair ~~Directors~~value ofless ~~the~~cost ~~Company~~to sell.

~~Under~~Property ~~the~~and ~~terms~~equipment ofare ~~the~~first ~~New~~recorded ~~Employment~~at ~~Agreement, Mr~~cost. Depreciation ~~Anish~~and is ~~entitled~~computed tousing ~~receive~~the sstraight-line method over the ~~following~~estimated ~~compensation:~~useful lives of the various classes of assets.

·Maintenance ~~For~~and ~~the~~repair ~~period~~expenses, ~~from~~as ~~August 1~~incurred, are ~~2022~~charged to ~~December 31, 2022, Mr~~expense. ~~Anish~~Betterments ~~received~~and ~~the~~renewals ~~base~~are ~~salary~~capitalized ~~equal~~in toplant ~~$120,000;~~and ·equipment ~~For the period from January 1, 2023 to July 31, 2024, Mr~~accounts. ~~Anish~~Cost ~~will~~and ~~receive~~accumulated ~~the~~depreciation ~~base salary equal~~ applicable to ~~$180,000;~~items ~~and~~replaced ·or ~~For~~retired ~~the~~are ~~period~~eliminated from ~~August~~the 1,related ~~2024~~accounts towith ~~July~~any ~~31,~~gain ~~2025,~~or ~~Mr.~~loss ~~Anish~~on ~~will receive~~ the ~~base~~disposition ~~salary~~included ~~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~~income.

AsAssets ofstated ~~the~~at ~~date of this Annual Report~~cost, ~~Mr.~~less ~~Anish received~~accumulated andepreciation ~~aggregate~~consisted of ~~5,000,000 shares of Common Stock granted to him as equity compensation under his New Employment Agreement.~~the following:

Mr. Carey is using his personal office space at no cost to the Company.


	June 30, 2024		June 30, 2023
Mine Assets	$	450,000	$	450,000
Total	$	450,000	$	450,000

OnOnce ~~January~~operations ~~10,~~utilizing ~~2022,~~ the ~~Company issued 1,000,000~~property ~~shares~~and ofequipment ~~common~~have ~~stock to Themis Glatman~~begun, ~~director, for services. The shares were valued at $1.40 per share,~~ the ~~closing~~Company ~~stock~~will ~~price~~begin ~~on the~~depreciation ~~date~~ of ~~grant,~~the ~~for total non-cash expense of $1,400,000~~assets.

On January 24, 2022, the Board of Directors appointed Mr. Weverson Correia as the Chief Executive Officer and Director of the Company. Mr. Correia was issued 500,000 shares of common stock on December 16, 2021. The shares were valued at $1.55 per share, the closing stock price on the date of grant, for total nonF-~~cash expense of $772,500.~~9

OnNOTE ~~June~~6 3,– ~~2022,~~RELATED ~~the~~PARTY Company issued 2,500,000 shares of common stock to Anthony Anish, CFO and director, for services. The shares were valued at $0.22 per share, the closing stock price on the date of grant, for total non-cash expense of $550,000.TRANSACTIONS

On August 151, ~~2022~~2019, the Company ~~issued~~entered 5into and executed initial employment agreements with Richard Carey,~~000,000~~ John Baird and Anthony Anish. Each initial employment agreement provided that ~~shares~~the initial term of ~~common~~the ~~stock~~employment ~~Fernando~~agreement ~~Godina~~has the term of 36 months starting from August 1, ~~Director~~2019, ~~for~~and ~~services~~continues until July 31, 2022. Thereafter, ~~The~~such ~~shares~~employment ~~were~~agreement ~~valued~~may atbe $0renewed upon mutual agreement of the parties.~~289~~ ~~per~~The ~~share~~employment agreement also may be terminated by each party upon 30 days’ notice to the other party, provided that in the ~~closing~~event ~~stock~~the ~~price~~Executive onbreaches his material obligations to the ~~date~~Company, ofthe ~~grant,~~Company ~~for~~may ~~total~~terminate ~~non-cash~~the ~~expense~~executive ofemployment $1immediately. Each executive agreement included the compensation for the executive,~~445,000~~ including the base and incentive salary.

On ~~August~~January 151, ~~2022~~2021, the Company ~~issued~~amended ~~5,000,000~~the employment ~~shares~~agreements ofwith ~~common~~Richard ~~stock~~Carey, ~~Bryan~~CEO ~~Cappelli~~and Anthony Anish, ~~Director~~CFO, which increased the base annual salaries for ~~services~~Mr. ~~The~~Carey ~~shares~~from ~~were~~$120,000 ~~valued~~per atannum to $~~0.289~~180,000 per ~~share~~annum, ~~the~~and ~~closing~~for ~~stock~~Mr. ~~price~~Anish ~~on the~~from ~~date~~$60,000 ofper ~~grant~~annum to $120,000 ~~for~~per ~~total~~annum. ~~non-cash~~All ~~expense~~other terms of ~~$1,445,000~~the initial employment agreements with Mr. Carey and Mr. Anish remained unchanged.

On ~~August~~March 1514, ~~2022~~2023, the Company ~~issued~~renewed ~~5,000,000~~the employment ~~shares~~agreements with Mr. Carey and Mr. Anish (the “New Employment Agreements”), stating that the effective date of ~~common~~the ~~stock~~New toEmployment Agreement ~~Weverson~~is ~~Correia~~August 1, ~~CEO~~2022 and ~~Director,~~that ~~for~~they ~~his~~have ~~services~~the asterm of 36 months, the ~~CEO.~~same ~~The~~as ~~shares~~the ~~were~~terms ~~valued~~of atthe $0initial employment agreements.~~289~~ ~~per~~Except for ~~share~~the compensation provisions, the ~~closing~~New ~~stock~~Employment ~~price~~Agreements oncontain the ~~date~~same ofprovisions ~~grant,~~as ~~for~~the ~~total~~initial ~~non-cash~~employment ~~expense~~agreement offor ~~$1,445,000~~each executive.

OnUnder ~~August~~the ~~15,~~terms ~~2022,~~of the ~~Company~~New ~~issued~~Employment 5Agreement,~~000,000~~ ~~shares~~Mr. ofCarey ~~common~~is ~~stock~~entitled to ~~Anthony~~receive ~~Anish, CFO and director, for services as CFO. The shares were valued at $0.289 per share,~~ the ~~closing stock~~following ~~price on the date of grant, for total non-cash expense of $1,445,000.~~compensation:

On· ~~November~~For 17the period from August 1, 2022 to December 31, 2022, Mr. Carey ~~agreed~~received the base salary equal to ~~give 4~~$180,000; ~~million~~· ofFor ~~his~~the ~~own~~period ~~shares~~from ofJanuary ~~common~~1, ~~stock~~2023 into ~~exchange~~July ~~for~~31, 2024, Mr. Carey will receive the base salary equal to $42240,000; ~~which~~and ~~was~~· ~~loaned~~For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive the ~~Company~~base salary equal to $270,000. ~~The~~In ~~loan~~addition, Mr. Carey is ~~non-interest~~entitled ~~bearing and~~to ~~due~~receive onan ~~demand~~equity compensation, as to be determined by the Board of Directors of the Company.

OnUnder ~~December 5, 2022,~~ the ~~Company~~terms ~~issued 1,000,000 shares~~ of ~~common~~the ~~stock~~New ~~Themis~~Employment ~~Caldwell~~Agreement, ~~Director, for services~~ Mr. ~~The~~Anish ~~shares~~is ~~were~~entitled ~~valued~~to atreceive ~~$0.165~~s ~~per share,~~ the ~~closing~~following ~~stock price on the date of grant, for total non-cash expense of $165,000.~~compensation:

As· ofFor ~~June~~the 30period 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 ~~Company~~base ~~owed~~salary Msequal to $180,000; and · For the period from August 1, 2024 to July 31, 2025, Mr. ~~Caldwell~~ Anish will receive the base salary equal to $2210,~~500~~000. In addition, ~~for~~Mr. aAnish ~~short-term~~is ~~advance~~entitled ~~used~~to receive an equity compensation, as to ~~pay~~be ~~for~~determined ~~Company~~by ~~expenses~~the Board of Directors of the Company.

FOn August 15, 2022, the Company issued 5,000,000 shares of common stock Bryan Cappelli, Director, for services. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-11cash expense of $1,445,000.

~~NOTE~~On 7August –15, ~~NOTES~~2022, ~~PAYABLE~~the Company issued 5,000,000 shares of common stock to Weverson Correia, CEO and Director, for his services as the CEO. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

AsOn ofAugust ~~June 30~~15, ~~2023 and~~ 2022, the Company ~~owed Kok~~issued ~~Chee Lee~~5,000,000 shares ~~the~~of ~~former~~common ~~CEO~~stock ~~and~~to ~~Director~~Anthony ~~of the Company~~Anish, ~~$42,651~~CFO and ~~$42~~director,~~651,~~ ~~respectively~~ for ~~operating~~services ~~expenses~~as heCFO. ~~paid~~The onshares ~~behalf~~were ~~of the~~valued ~~Company~~at ~~during~~$0.289 ~~the~~per ~~year~~share, ~~ended~~the ~~June~~closing stock ~~30,~~price ~~2018.~~on ~~The~~the ~~borrowing~~date isof ~~unsecured~~grant, for total non-~~interest-bearing~~cash ~~and~~expense ~~due~~of ~~on demand~~$1,445,000.

On ~~June~~November 117, ~~2018~~2022, ~~the~~Mr. ~~Company~~Carey ~~executed~~agreed ato ~~promissory~~give ~~note~~4 inmillion ~~the amount~~ of ~~$32,000~~his ~~with~~own ~~the~~shares ~~former~~of ~~Secretary~~common ofstock ~~the~~in ~~Board~~exchange for $3042,~~128~~000 ofwhich ~~accrued~~was ~~expenses~~loaned ~~for~~to ~~services~~the ~~previously provided and an additional $1,872 for services rendered~~Company. The ~~note~~loan is ~~unsecured, bears~~ non-interest ~~at 5% per annum~~ bearing and ~~matures~~due on ~~December 1, 2018~~demand. As ofIn ~~June 30~~addition, ~~2023~~the ~~and~~Company ~~2022,~~owes ~~there~~Mr. isCarey ~~$8,162~~funds ~~and~~for ~~$6,562,~~expense ~~respectively,~~reimbursement. As of ~~accrued~~June ~~interest~~30, ~~due~~2024, on the ~~note.~~Company ~~The~~owes ~~note~~Mr. Carey isa ~~past~~total ~~due~~of ~~and in default~~$30,473.

AsOn ofDecember ~~June 30~~5, ~~2023 and~~ 2022, the Company ~~owes~~issued 1,000,000 ~~various~~shares ~~other~~of ~~individuals~~common ~~and~~stock ~~entities~~to ~~$127~~Themis Caldwell,~~400~~ ~~and~~Director, for services. The shares were valued at $~~119~~0.165 per share,~~215,~~ ~~respectively.~~the ~~All~~closing stock price on the ~~loans~~date ~~are~~of ~~non-interest~~grant, ~~bearing~~for ~~and~~total ~~due~~non-cash onexpense ~~demand~~of $165,000.

~~NOTE 8~~ F- ~~CONVERTIBLE NOTES~~10

OnAs ~~March~~of 28June 30, ~~2022~~2024 and 2023, the Company ~~received short~~owes ~~term~~Themis ~~financing~~Caldwell, ~~from~~ a ~~private~~former ~~investor~~Director, ~~under~~$16,709 aand ~~10% Fixed Convertible Secured Promissory Note in the principal amount of~~ $~~400~~2,~~000~~500, ~~(the “Note”).~~respectively, ~~The~~for ~~Note~~short-term ~~bears~~advances ~~interest~~used atto apay ~~fixed~~for ~~rate~~Company ofexpenses. ~~10%~~During the ~~per~~year ~~annum~~ended ~~with~~June ~~all~~30, ~~principal and interest due at maturity on July 31~~2024, ~~2022~~Ms. ~~The~~Caldwell ~~Note~~forgave ~~is secured by~~ a ~~security interest and lien on all equipment located at our Troy mine in Mariposa County~~$5,000 ~~California. At~~accrual ~~the~~for ~~option~~rent ofexpense ~~the~~arising ~~investor,~~from ~~and~~a ~~at any time~~ prior torental ~~the~~agreement ~~maturity~~with ~~date,~~ the ~~principal and interest owing under the Note may be converted~~company. ~~into~~The ~~shares~~$5,000 ofwas ~~our~~credited ~~common stock at a conversion price equal~~ to ~~50%~~additional ofpaid ~~the~~in ~~lowest closing market price for our common stock during the five trading days preceding the conversion~~capital.

OnAs ~~February 27, 2023, the Company repaid $15,000~~ of ~~the~~June ~~Note. On April 28~~30, ~~2023~~2024, ~~$75,000 of~~ the ~~Note~~Company ~~was~~owes ~~assigned to Rock Bay Partners (“Rock Bay”)~~Mr. ~~During Q4~~Anish, ~~Rock Bay converted~~ $393,~~300 of the $75~~464,~~000~~ ~~into~~for ~~7,000,000~~expense ~~shares of common stock~~reimbursement.

OnNOTE ~~June~~7 8,– ~~2022,~~NOTES ~~the~~PAYABLE Company executed a 10% convertible promissory note with Fast Capital LLC (“Fast Capital”). The note is convertible at 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 up to the date on which lender elects to convert all or part of the Note.

OnAs ~~February~~of 7,June ~~2023~~30, ~~the~~2024 ~~Company~~and ~~executed~~June a30, ~~12% convertible promissory note with Quick Capital LLC (“Quick Capital”). The note is convertible at the lessor of 1) $0.05~~2023, ~~or a price per share equal to~~ the ~~65% of the lowest trading price of the~~ Company~~’s common~~ ~~stock~~owed ~~during~~Kok ~~the~~Chee 20Lee, ~~consecutive trading days prior to~~ the ~~date~~former onCEO ~~which~~and ~~lender~~Director ~~elects to convert all or part~~ of the ~~Note. In addition the~~ Company, ~~issued~~$42,651 ~~Quick~~and ~~Capital warrants to purchase up to 1~~$42,~~211~~651,~~111~~ ~~shares~~respectively offor ~~common~~operating ~~stock.~~expenses ~~The~~he ~~Warrants~~paid ~~are~~on ~~exercisable~~behalf ~~for shares~~ of the Company’s ~~common~~during ~~stock~~the atyear aended ~~price~~June of30, $02018.05 ~~per~~The ~~share~~borrowing ~~and~~is ~~expire~~unsecured, 5non-interest-bearing ~~five~~and ~~years~~due ~~from~~on ~~the date of issuance~~demand.

On ~~February~~June 81, ~~2023~~2018, the Company executed a ~~10% convertible~~ promissory note ~~with~~in ~~AES~~the ~~Capital~~amount ~~Management~~of $32,000 ~~LLC~~with ~~(“AES”).~~the ~~The~~former ~~note~~Secretary isof ~~convertible~~the atBoard ~~the~~for ~~lessor~~$30,128 of 1)accrued expenses for services previously provided and an additional $01,872 for services rendered.02 The note is unsecured, ~~or a price~~bears interest at 5% per ~~share~~annum ~~equal~~and tomatures ~~the~~on ~~65%~~December 1, 2018. As of ~~the~~June ~~lowest~~30, ~~trading~~2024 ~~price~~and ofJune ~~the~~30, ~~Company’s~~2023, ~~common stock~~there ~~during~~is ~~the~~$9,762 20and ~~consecutive~~$6,562, ~~trading~~respectively, ~~days~~of ~~prior~~accrued tointerest due on the ~~date~~note. onThe ~~which~~note ~~lender~~is ~~elects~~past due toand ~~convert~~the ~~all~~Company oris ~~part~~in ofdefault ~~the~~under ~~Note~~this note.

On ~~June~~November 816, 2023, the Company ~~executed~~issued a ~~9% convertible~~ promissory note ~~with~~for ~~1800 Diagonal Lending~~$85,000 ~~LLC~~to ~~(“1800~~a ~~Diagonal”)~~third party. The note isbears ~~convertible~~interest at ~~a price~~10% and matures on January 31, 2024. In ~~per~~addition, ~~share~~as ~~equal~~an additional inducement to the ~~65%~~lender offor purchasing the ~~lowest~~Note, ~~trading~~the ~~price~~Company ofwill ~~the~~issue ~~Company’s~~100,000,000 shares of its common stock to ~~during~~ the 20lender. ~~consecutive~~These ~~trading~~shares ~~days~~are ~~prior to~~being valued at the ~~date~~closing stock price on ~~which~~the ~~lender~~date ~~elects~~of grant with the relative fair value accounted for as a debt discount to ~~convert~~be ~~all~~amortized orover ~~part~~the term of the ~~Note~~loan. As of June 30, 2024, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued.

FAs of June 30, 2024 and 2023, the Company owes various other individuals and entities $217,851 and $127,400, respectively. All the loans are non-12interest bearing and due on demand.

~~The~~NOTE ~~following~~8 ~~table~~– ~~summarizes~~CONVERTIBLE ~~the~~NOTES ~~convertible notes~~AND ~~outstanding as of June 30, 2023:~~ DERIVATIVE LIABILITY

Schedule of convertible notes
Note Holder	Date	Maturity Date	Interest		Balance June 30, 2022			Additions		Payments / Conversions/Assignment			Balance June 30, 2023
Private investor	3/28/2022	7/31/2022		14%	$	400,000		$	–	$	(90,000	)	$	310,000
Fast Capital LLC	6/8/2022	6/8/2023		10%		115,000			–		(115,000	)		–
Quick Capital LLC	2/7/2023	11/8/2023		12%		–			60,556		–			60,556
AES Capital Management, LLC	2/8/2023	2/7/2024		10%		–			38,000		–			38,000
Rock Bay Partners				10%		–			75,000		(39,300)			35,700
1800 Diagonal Lending, LLC	6/8/2023	3/8/2024		9%		–			57,750		–			57,750
Total					$	515,000		$	231,306	$	(244,300	)	$	502,006
Less debt discount					$	(191,248	)						$	(105,354	)
Convertible notes payable, net					$	323,752							$	396,652

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 March 1, 2023, there was a $200,000 maturity penalty added to the balance of the note.

AOn ~~summary~~February 27, 2023, the Company repaid $15,000 of the ~~activity~~Note. On April 28, 2023, $75,000 of the ~~derivative~~Note ~~liability~~was assigned to Rock Bay Partners (“Rock Bay”). Rock Bay has since converted ~~for~~$53,217 of the ~~notes~~$75,000 ~~above~~into is61,104,000 asshares ~~follows:~~of common stock.

Schedule of derivative liabilities
Balance at June 30, 2021	$	–
Increase to derivative due to new issuances		552,517
Derivative loss due to mark to market adjustment		136,714
Balance at June 30, 2022		689,231
Increase to derivative due to new issuances		270,062
Decrease to derivative due to conversion		(302,571	)
Derivative loss due to mark to market adjustment		353,369
Balance at June 30, 2023	$	1,010,145

On May 6, 2024, a Securities Purchase Agreement was executed whereby the balance due of $510,000 and $148,648 of principal and interest, respectively, was purchased by, and assigned to AES Capital Management, LLC (“AES”). At the time of assignment AES forgave $110,000 of the principal and all the accrued interest. AES has since converted $50,750 of the $400,000 and $181 of interest, into 29,020,370 shares of common stock.

AOn ~~summary~~February of7, ~~quantitative~~2023, ~~information~~the ~~about~~Company ~~significant~~executed a 12% ~~unobservable~~convertible ~~inputs~~promissory note with Quick Capital LLC (~~Level~~“Quick 3Capital”) ~~inputs~~for $60,556. The note is convertible at the lessor of 1) ~~used~~$0.05, inor ~~measuring~~a price per share equal to the 65% of the lowest trading price of the Company’s ~~derivative~~common ~~liability~~stock ~~that~~during ~~are~~the ~~categorized~~20 ~~within~~consecutive trading ~~Level~~days 3prior of to the ~~fair~~date ~~value~~on ~~hierarchy~~which aslender elects to convert all or part of ~~June~~the 30Note. In addition, ~~2023~~the Company issued Quick Capital warrants to purchase up to 1,211,111 isshares asof ~~follows:~~ 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.

Schedule of fair value assumptions
Inputs	June 30, 2023		Initial Valuation
Stock price	$	0.012	$	0.015 - 0.42
Conversion price	$	0.0045 - 0.0052	$	0.015 - 0.2995
Volatility (annual)		146.07% - 260.45%		265.91% - 381.28%
Risk-free rate		5.4% – 5.47%		0.59% - 5.12%
Dividend rate		–		–
Years to maturity		0 - 0.83		0.34 - 1

On February 8, 2023, the Company executed a 10% convertible promissory note with AES 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.

~~NOTE 9 – PREFERRED STOCK~~F-11

OfOn ~~the~~May 2510,~~000~~ 2023,~~000~~ ~~shares of~~ the Company's ~~authorized~~executed a 10% convertible ~~Preferred~~promissory ~~Stock,~~note with Keystone Capital Partners (“Keystone”) for $056,200.~~001~~ ~~par~~The ~~value~~note is convertible at a price per share, ~~1,000,000~~equal ~~are~~to ~~designated~~90% ~~Series~~of Athe ~~preferred~~average ~~stock,~~of ~~1,900,000~~the ~~shares~~two ~~are~~lowest ~~designated~~trading asprice ~~Series~~of the Company’s common stock during the 20 consecutive trading Bdays ~~Preferred~~prior ~~Stock~~to ~~and~~the ~~1,000,000~~date ~~shares~~on ~~are~~which ~~designated~~lender ~~Series~~elects Cto ~~preferred~~convert ~~stock~~all or part of the Note.

~~F-13~~On June 8, 2023, the Company executed a 9% convertible promissory note with 1800 Diagonal Lending, LLC (“1800 Diagonal”) for $57,750. The note is convertible at a price per share equal to 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.

~~Series~~On AFebruary ~~Preferred~~5, ~~Stock~~2024, the Company executed a 15% convertible promissory note with 1800 Diagonal. The Note is to be repaid in 9 payments of $8,081.89 (a total payback to the Holder of $72,737). The first payment is due March 15, 2024 with eight (8) subsequent payments on the 15th of each month thereafter.

~~Each~~On ~~Share~~March of8, ~~Series~~2024, Athe ~~preferred~~Company ~~stock~~executed ~~has~~a ~~500~~10% convertible ~~votes~~promissory ~~per~~note ~~share~~with ~~and~~Keystone ~~each~~Capital Partners (“Keystone”) for $29,412. The note is convertible at a price per share ~~can~~equal beto ~~converted~~90% ~~into~~of ~~500,000,000~~the ~~shares~~average of ~~common~~the ~~stock.~~two ~~The~~lowest ~~holders~~trading price of the ~~Series~~Company’s Acommon ~~preferred~~ stock ~~are~~during the 20 consecutive trading ~~not~~days ~~entitled~~prior to ~~dividends~~the date on which lender elects to convert all or part of the Note.

On ~~July~~April 211, ~~2020~~2024, the ~~Board~~Company ~~granted~~executed ~~all~~a 112% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $38,~~000,000~~889. The note is convertible at a price ~~shares~~per share equal to 65% of the ~~Series~~lowest Atrading ~~preferred~~price ~~stock~~of to the Company’s ~~Chairman~~common ~~and~~stock ~~CEO~~during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, ~~Richard~~the ~~Carey~~Company issued Quick Capital warrants to purchase up to 3,888,888 inshares ~~conversion~~of common stock. The Warrants are exercisable for shares of ~~$68,556~~the Company’s common stock at a price of ~~accrued~~$0.01 per ~~compensation~~share and expire 5 five years from the date of issuance.

~~Series~~On BMay ~~Preferred~~24, ~~Stock~~2024, the Company executed a 10% convertible promissory note with AES for $225,000. The note is convertible at 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, as inducement for entering into the promissory note the Company executed an additional 4% convertible promissory note for $31,500. The note is convertible at 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.

~~Only~~The ~~one~~following ~~person~~table orsummarizes ~~entity, is entitled to be designated as~~ the ~~owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the~~convertible ~~Series~~notes Boutstanding ~~Preferred~~as ~~Stock shall be issued. Any transfer~~ of ~~the~~June ~~Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided~~30, 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.2024:

In conjunction with the APA with Troy, the company issued 1,883,000 shares of Series B Preferred Stock, the shares were valued at $0.002 or $7,532 as if they had been converted into 3,666,000 shares of common stock.

Schedule of convertible notes
Note Holder	Date	Maturity Date	Interest		Balance June 30, 2023			Additions		Conversions / Payments			Balance June 30, 2024
Private investor	3/28/2022	7/31/2022		14%	$	510,000		$	–	$	(510,000	)	$	–	(2)
Quick Capital LLC	2/7/2023	11/8/2023		12%		60,556			14,088		(74,644	)		–
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		(32,720	)(3)		30,530
Keystone Capital Partners	3/8/2024	12/8/2024		10%		–			29,412		–			29,412
Quick Capital LLC	4/11/2024	1/11/2024		12%		–			38,889		–			38,889
AES Capital Management, LLC	5/6/2024	demand		10%		–			400,000		(50,750	)		349,250	(2)
AES Capital Management, LLC	5/24/2024	5/24/2025		10%		–			225,000		–			225,000
AES Capital Management, LLC	5/24/2024	5/24/2025		4%		–			31,500		–			31,500
Total					$	702,006		$	802,139	$	799,564		$	704,581
Less debt discount					$	(113,754	)						$	(286,361	)
Convertible notes payable, net					$	588,252							$	418,220

On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same._______________

Series C Preferred Stock

(1)	This note was repaid in cash.
(2)	Note was purchased by and assigned to AES Capital Management, LLC. $110,000 of the note was forgiven.
(3)	Cash payment.

On March 30, 2022, the Company created and designated 1,000,000 shares of Series C Preferred Stock (“Series C”) with a stated value of $1.00. The Series C has an annual cumulative dividend of 8%, has no voting rights. The Series C is convertible into shares of common stock at 65% of the lowest trading price for the ten days prior to the conversion date.F-12

~~During~~A ~~the~~summary ~~year~~of ~~ended June 30, 2023,~~ the ~~Company sold~~activity ~~268,200 shares~~ of ~~Series~~the Cderivative toliability for ~~Geneva~~the ~~Roth~~notes ~~Remark~~above ~~Holdings~~is ~~Inc~~as ~~for total proceeds of $268,200.~~follows:

During the year ended June 30, 2023, Geneva Roth converted 311,750 shares of Series C preferred stock into 22,099,722 shares of common stock. The Company recognized a loss on conversion of $1,057,088.

Schedule of derivative liabilities
Balance at June 30, 2023	$	1,439,329
Increase to derivative due to new issuances		1,084,659
Decrease to derivative due to conversion/repayment		(2,420,331	)
Derivative loss due to market adjustment		994,629
Balance at June 30, 2024	$	1,098,286

~~NOTE~~A 10summary –of ~~COMMON~~quantitative ~~STOCK~~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 June 30, 2024, is as follows:

On August 1, 2021, the Company granted 4,444 shares of common stock for services. The shares were valued at $4.50 per share, based on the value of the services as provided by the services provider’s invoice, for total non-cash expense of $20,000. The $20,000 is being amortized over the one-year service term for the services being provided.

Schedule of fair value assumptions
Inputs	June 30, 2024		Initial Valuation
Stock price	$	0.00294	$	0.015 – 0.42
Conversion price	$	0.0013 – 0.0024	$	0.015 – 0.2995
Volatility (annual)		224.79% – 279.77%		265.91% – 381.28%
Risk-free rate		5.1% - 5.33%		0.59% – 5.12%
Dividend rate		–		–
Years to maturity		0.25 – 0.90		0.34 – 1

OnNOTE ~~November~~9 ~~11,~~– ~~2021,~~PREFERRED the Company granted 4,000,000 shares of common stock for services. The shares were valued at $0.50 per share, based on the value of the services as provided by the services provider’s invoice, for total non-cash expense of $2,000,000. The $2,000,000 is being amortized over the one-year service term for the services being provided.STOCK

~~F-14~~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.

OnSeries ~~December~~A ~~16,~~Preferred 2021, the Company granted 1,500,000 shares of common stock for services. The shares were valued at $1.55 per share, the closing stock price on the date of grant, for total non-cash expense of $2,317,500. The $2,317,500 is being amortized over the one-year service term for the services being provided.Stock

~~During~~Each ~~the~~Share ~~year~~of ~~ended~~Series ~~June~~A ~~30,~~preferred ~~2022,~~stock ~~the~~has ~~Company~~500 ~~issued~~votes 4per share and each share can be converted into 500,~~362~~000,000 shares of common stock ~~for various consulting and professional fees~~. The ~~shares~~holders ~~were~~of ~~issued~~the atSeries ~~the~~A ~~closing~~preferred stock ~~price~~are onnot ~~the~~entitled ~~date~~to ~~of grant for total non-cash expense of $4,712,000~~dividends.

~~During~~Series ~~the~~B ~~year~~Preferred ~~ended June 30, 2022, the Company issued 1,947,000 shares of common stock in conversion of $97,154 of debt. A loss of $575,396 was recognized on the conversions.~~Stock

~~During~~Only one person or entity, is entitled to be designated as the ~~year~~owner ~~ended~~of ~~June~~all ~~30,~~of ~~2022~~the Series B Preferred Stock (the “Holder”), in whose name the ~~Company~~initial certificates representing the ~~sold~~Series ~~21,955,000~~B ~~shares~~Preferred Stock shall be issued. Any transfer of ~~common~~the ~~stock~~Series ~~for~~B ~~total~~Preferred ~~cash~~Stock ~~proceeds~~to ofa ~~$564~~different Holder must be approved in advance by the Corporation; provided,~~000.~~ Ofhowever, the ~~stock~~Holder ~~sold~~shall ~~$50~~have the right to transfer the Series B Preferred Stock,~~000~~ isor ~~still~~any portion thereof, to beany ~~received~~affiliate of Holder or nominee of Holder, without the approval of the Corporation. ~~The~~Each ~~Company~~share of Preferred Stock has one vote per ~~also~~share. ~~issued~~Holder ~~4,770,000~~is ~~shares~~not ~~that~~entitled ~~were~~to ~~sold~~dividends inor distributions and each share of Series B Preferred Stock shall be convertible at the ~~prior~~rate of ~~year~~two Common Shares for each one B Preferred stock.

~~During~~On October 9, 2019, the ~~year~~parties ~~ended~~have ~~June~~agreed ~~30,~~to extend ~~2023,~~the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders ~~sold~~and ~~50,000~~that would in turn extend the date that the shares ofwould ~~common~~become ~~stock~~free trading. This extension will be for ~~total~~150 ~~cash~~days ~~proceeds~~for offiling ~~$6,250~~the registration statement and obtaining approval for the shares to become free trading. ~~The~~All ~~funds~~the ~~have~~remaining ~~not~~terms ~~been~~included ~~received~~in asthe ofcontract ~~June~~will ~~30,~~remain ~~2023~~the same.

~~During~~Series ~~the~~C ~~year~~Preferred ~~ended June 30, 2023, Fast Capital converted $115,000 of its note payable along with $7,414 of accrued interest into 9,050,618 shares of common stock.~~Stock

~~During~~On ~~the~~March ~~year ended June~~ 30, ~~2023~~2022, the Company ~~issued~~ 5created and designated 1,~~109169~~000,000 shares of ~~common~~Series ~~stock~~C ~~for~~Preferred ~~services~~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 ~~were~~of ~~valued~~common stock at 65% of the ~~closing~~lowest trading price onfor the ten ~~date~~days ofprior ~~grant,~~to ~~for~~the ~~total~~conversion ~~non-cash expense of $144,041~~date.

OnDuring ~~March 15, 2023, pursuant to~~ the ~~terms Common~~year ~~Stock~~ended ~~Purchase~~June ~~Agreement~~30, ~~and a Registration Rights Agreement with Keystone Capital Partners~~2023, ~~LLC (“Keystone”)~~ the Company ~~issued~~sold 1268,~~000,000~~200 ~~commitment~~ shares toof ~~Keystone.~~Series ~~The~~C ~~shares~~to ~~were~~Geneva ~~valued~~Roth atRemark ~~$0.016,~~Holdings ~~the~~Inc ~~price on the date of grant,~~ for total ~~non-cash~~proceeds ~~expense~~ of $16268,~~000~~200.

~~During the year ended June 30, 2023, Rock Bay converted $39,300 of its note payable into 7,000,000 shares of common stock.~~F-13

~~Refer~~During tothe ~~Note~~year 5ended ~~for~~June 30, 2023, Geneva Roth converted 311,750 shares ~~issued~~of toSeries ~~related~~C ~~parties~~preferred stock into 22,099,722 shares of common stock. The Company recognized a loss on conversion of $1,057,088.

~~F-15~~During the three months ended September 30, 2023, Geneva Roth converted 75,138 shares of Series C preferred stock into 53,371,284 shares of common stock. The Company recognized a loss on conversion of $140,853.

~~NOTE~~During the three months ended December 31, 2023, Geneva Roth converted 77,790 shares of Series C preferred stock into 136,597,058 shares of common stock. The Company recognized a loss on conversion of $165,520. In addition, the Company purchased the remaining 11,022 –shares ~~INCOME~~held ~~TAX~~by Geneva Roth for $14,329. As of June 30, 2024, there were no shares of the Series C preferred stock outstanding.

~~Deferred~~Series ~~taxes~~D ~~are~~Preferred provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.Stock

~~Net~~ On ~~deferred~~January ~~tax~~5, ~~assets~~2024, ~~consist~~the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the ~~following~~Nevada Secretary of State (“Series D Stock”), ~~components~~pursuant asto which 1,000,000 shares of ~~June~~Series ~~30:~~ D Stock were designated and authorized for issuance.

Schedule of deferred tax assets
	2023			2022
Deferred Tax Assets:
NOL Carryover	$	991,300		$	830,300
Less valuation allowance		(991,300	)		(830,300	)
Net deferred tax assets	$	–		$	–

During the year ended June 30, 2024, the Company received $90,000 for the purchase of 100,000 shares of Series D preferred stock. As of June 30, 2024, 4,000 of those shares have not yet been issued and are disclosed as $10,000 stock to be issued.

AtDuring the year ended June 30, ~~2023~~2024, the Company ~~had net operating~~ ~~loss~~granted ~~carry~~50,964 ~~forwards~~shares of ~~approximately~~Series ~~$991,300~~D ~~that~~preferred ~~may~~stock befor ~~offset against future taxable income~~services. NoThe ~~tax~~shares ~~benefit~~were ~~has~~valued ~~been~~at ~~reported~~$0.81, in the ~~June~~ ~~30,~~weighted ~~2023~~average orprice ~~2022~~of ~~financial~~other ~~statements;~~Series D ~~any~~shares ~~tax~~sold ~~benefit~~for iscash, ~~offset~~for bytotal anon-cash ~~valuation~~stock ~~allowance~~compensation of ~~the same amount~~$41,524.

OnNOTE ~~December~~10 ~~22,~~– ~~2017,~~COMMON the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.STOCK

~~Due~~During to the ~~change~~year inended ~~ownership~~June ~~provisions~~30, of2023, the Company ~~Tax~~sold ~~Reform~~50,000 ~~Act~~shares of ~~1986,~~common ~~net~~stock ~~operating loss carry forwards~~ for ~~federal~~total ~~income~~cash ~~tax~~proceeds ~~reporting~~of ~~purposes are subject to annual limitations~~$6,250. ~~Should a~~ ~~change~~The infunds ~~ownership~~have ~~occur,~~not ~~net~~been ~~operating~~received ~~loss carry forwards may be limited~~ as toof ~~use~~June in30, ~~future years~~2023.

~~ASC~~During ~~Topic 740 provides guidance on~~ the ~~accounting for~~year ~~uncertainty~~ended inJune ~~income~~30, ~~taxes~~2023, ~~recognized~~Fast ~~in a company’s financial statements. Topic 740 requires a company to determine whether~~Capital itconverted is$115,000 ~~more~~of ~~likely~~its ~~than~~note ~~not~~payable ~~that~~along awith ~~tax~~$7,414 ~~position will be sustained upon examination based upon the technical merits~~ of ~~the~~accrued ~~position.~~interest ~~If the~~into ~~more-likely-than-not threshold is met~~9,050,618 ashares ~~company~~of ~~must~~common ~~measure the tax position to determine the amount to recognize in the financial statements~~stock.

~~The~~During ~~Company~~the ~~includes~~year ~~interest~~ended ~~and~~June ~~penalties~~30, ~~arising from~~2023, the ~~underpayment~~Company issued of5,109,169 ~~income~~shares ~~taxes in the statements~~ of ~~operations~~common instock ~~the provision~~ for ~~income taxes~~services. AsThe ofshares ~~June~~were ~~30,~~valued ~~2023,~~at the ~~Company had~~closing noprice ~~accrued~~on ~~interest~~the ordate ~~penalties~~of ~~related~~grant, tofor ~~uncertain~~total ~~tax~~non-cash expense ~~positions~~of $144,041.

~~With~~On ~~few~~March ~~exceptions~~15, 2023, pursuant to the ~~Company~~terms Common isStock noPurchase ~~longer~~Agreement and a Registration Rights Agreement with Keystone Capital Partners, LLC (“Keystone”) the Company ~~subject~~issued 1,000,000 commitment shares to UKeystone.S. ~~federal,~~The ~~state~~shares ~~and~~were ~~local~~valued ~~income~~at ~~tax~~$0.016, ~~examinations~~the byprice ~~tax~~on ~~authorities~~the date of grant, for ~~years~~total ~~before~~non-cash ~~2016~~expense of $16,000.

~~NOTE~~During 12the –year ~~SUBSEQUENT~~ended ~~EVENTS~~June 30, 2023, Rock Bay converted $39,300 of its note payable into 7,000,000 shares of common stock.

~~Management~~On ~~has~~January ~~evaluated~~18, ~~subsequent~~2024, ~~events~~the ~~pursuant~~Company filed an amendment to ~~the~~its ~~requirements~~Articles of ~~ASC Topic 855~~Incorporation, ~~from~~which increased the ~~balance~~authorized ~~sheet~~common ~~date~~stock ~~through~~of the ~~date~~Company ~~the~~to ~~financial~~950,000,000 ~~statements~~shares. ~~were~~These ~~issued~~shares will primarily be used for acquisitions and ~~has~~to ~~determined that~~complete nothe ~~material~~remaining ~~subsequent~~conversions ~~events~~necessary ~~exist~~to pay off the remaining debt.

~~F-16~~During the year ended June 30, 2024, Quick Capital LLC converted $74,644 of its note payable along with $8,033 of accrued interest into 71,490,422 shares of common stock.

During the year ended June 30, 2024, AES converted $88,750 of its notes payable along with $2,995 of accrued interest into 56,573,374 shares of common stock.

During the year ended June 30, 2024, RockBay Partners converted $36,837 of its note payable into 54,104,000 shares of common stock.

F-14

During the year ended June 30, 2024, Keystone converted $56,200 of a note payable along with $10,293 of accrued interest into 26,046,949 shares of common stock.

During the year ended June 30, 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.

During the year ended June 30, 2024, the Company received $10,000 for the purchase of shares of common stock. As of June 30, 2024, no shares have been issued.

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 June 30, 2024, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued (Note 7).

Refer to Note 6 for shares issued to related parties.

NOTE 11 –WARRANTS

Pursuant to the Convertible Promissory Note with Quick Capital, on February 7, 2023, the Company issued warrants to purchase up to 1,211,111 shares of the Company’s common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $24,092 which has been accounted for in additional paid in capital. On January 30, 2024, the warrants for Quick Capital were increased, per the terms of the anti-dilution clause, by 115,241,870. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $691,234 which has been accounted for as an expense and in additional paid in capital.

Pursuant to the Convertible Promissory Note with Quick Capital, on April 11, 2024, the Company issued warrants to purchase up to 3,888,888 shares of the Company’s common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.01 per share and expire five years from the date of issuance. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $9,649 which has been accounted for in additional paid in capital.

Schedule of warrants activity
	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, June 30, 2022		–			–		–
Issued		1,211,111		$	0.05		5.0
Cancelled		–		$	–		–
Exercised		–		$	–		–
Outstanding, June 30, 2023		1,211,111		$	0.05		2.25
Issued		119,130,758		$	0.05		5.0
Cancelled		–		$	–		–
Exercised		(31,280,855	)	$	–		–
Outstanding, June 30, 2024		89,061,014		$	0.05		4.59	$	5,512,547

F-15

NOTE 12 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

Net deferred tax assets consist of the following components as of June 30:

Schedule of deferred tax assets
	2024			2023
Deferred Tax Assets:
NOL Carryover	$	3,907,000		$	2,006,500
Less valuation allowance		(3,907,000	)		(2,006,500	)
Net deferred tax assets	$	–		$	–

At June 30, 2024, the Company had net operating loss carry forwards of approximately $991,300 that may be offset against future taxable income. No tax benefit has been reported in the June 30, 2024 or 2023 financial statements; any tax benefit is offset by a valuation allowance of the same amount.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

F-16

NOTE 14 – RESTATEMENT

Per ASC 250-10 Accounting Changes and Error Corrections, the financial statements as of and for the year ended June 30, 2023, are being restated to correct notes payable, convertible debt and the related derivatives.


As of June 30, 2023
	As Reported			Adjusted			As Restated
ASSETS
Current Assets:
Cash	$	4,391		$	–		$	4,391
Prepaids and other assets		482,500			–			482,500
Total Current Assets		486,891			–			486,891
Property and equipment		450,000			–			450,000
Mining claims		57,532			–			57,532
Total Assets	$	994,423		$	–		$	994,423
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	110,565		$	–		$	110,565
Accrued interest		75,681			48,879	(1)		124,560
Due to related parties		55,654			–			55,654
Accrued compensation		346,060			–			346,060
Notes payable		202,051			11,200	(1)		213,251
Convertible notes payable, net of discount of $105,354		396,652			191,600	(1)		588,252
Derivative liability		1,010,145			429,184	(2)		1,439,329
Total current liabilities		2,196,808			680,863			2,877,671

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, 1,000,000 shares issued and outstanding		1,000			–			1,000
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,833,000 issued and outstanding		1,883			–			1,883
Series C preferred stock, $0.001 par value, 1,000,000 shares authorized, 163,950 shares issued and outstanding		165			–			165
Common stock, $0.001 par value, 950,000,000 shares authorized, 227,097,537 shares issued and outstanding		227,098			–			227,098
Additional paid-in capital		24,171,513			–			24,171,513
Stock subscription receivable		(56,250	)		–			(56,250	)
Accumulated deficit		(25,547,794	)		(680,863	)		(26,228,657	)
Total stockholders' deficit		(1,202,385	)		(680,863	)		(1,883,248	)
Total liabilities and stockholders' deficit	$	994,423		$	–		$	994,423

F-17


For The Year Ended June 30, 2023
	As Reported			Adjusted			As Restated
Operating Expenses:
General and administrative	$	978,792		$	–		$	978,792
Professional fees		142,863			–			142,863
Consulting		1,168,729			–			1,168,729
Director compensation		3,211,400			–			3,211,400
Officer compensation		3,100,500			–			3,100,500
Total operating expense		8,602,284			–			8,602,284
Loss from Operations		(8,602,284	)		–			(8,602,284	)
Other expense:
Interest expense		(308,823	)		(51,679	)(1)		(360,502	)
Change in fair value of derivative		(353,369	)		(429,184	)(2)		(782,553	)
Loss on conversion of debt		(166,799	)		–			(166,799	)
Loss on conversion of preferred stock		(1,033,119	)		–			(1,033,119	)
Other expense		(25,000	)		–			(25,000	)
Penalty expense related to convertible debt		–			–			(200,000	)
Total other expense		(1,887,110	)		(680,863	)		(2,567,973	)

Net loss	$	(10,489,394	)		(680,863	)	$	(11,170,257	)

Loss per share - basic and diluted	$	(0.05	)		(0.01	)	$	(0.06	)
Weighted average shares outstanding - basic and diluted		193,155,882			–			193,155,882

(1)

– Adjustments to correct interest related to additional debt balances.

(2)

– Adjustments to correctly account for the derivative

NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that the following material subsequent events exist.

Subsequent to June 30, 2024, AES converted $77,750 of its notes payable along with $1,047 of accrued interest into 58,002,840 shares of common stock.

Subsequent to June 30, 2024, the following Officers and Directors resigned form the Company:

Weverson Correia

Themis Glatman

Bryan Cappelli and

Franz Allmayer

Robert Mayer was appointed to the Boar and is the Compliance Officer for the Company

Anthony Anish was appointed as CEO.

F-18

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2022, the end of the year covered by this report, our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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.

With respect to the fiscal year ending June 30, 2022, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based upon our evaluation regarding the fiscal year ending June 30, 2022, our management, including our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures were ineffective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our management concluded that our internal controls over financial reporting were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We note the following deficiencies that management believes to be material weaknesses:

	·	The Company’s lack of segregation of duties.
	·	Lack of an audit committee and independent directors
	·	Management has not established appropriate and rigorous procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.
	·	We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented.
	·	Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

The Company is evaluating the necessity of implementing an independent board of directors to rectify these weaknesses.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the year ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

We have no other information to disclose that was required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year ended June 30, 2023 that was not reported.

68During the quarter ended June 30, 2024, no director or officer adopted or terminated any 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.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Below are the names of and certain information regarding the Company’s current executive officers and directors:

Name	Age	Position
Richard Carey	84	Chief Executive Officer, Co Chairman of the Board
Anthony L. Anish	75	Chief Financial officer, Company Secretary, Director
Weverson Correia	49	Chief Executive Officer, Director
Bryan Cappelli	38	Director
Franz Allmayer	33	Vice President Finance, Director
Themis Glatman	65	Treasurer, Director
Fernando Godina	56	Vice President, Board member

Richard Carey

President, Director and Chairman of the Board

Richard Carey, 84, has served as the Company’s director since May 14, 2018, and as President and Chairman of the Board of Directors since May 17, 2018. He devotes 100% of his time toward the Company’s business operations. He has several decades of experience in a wide range of industries, including finance, diamond and gold mining operations, oil and gas exploration. Mr. Carey began his career in 1958 when he received a congressional appointment to the US Naval Academy as the son of Congressional Medal of Honor recipient Charles Francis Carey Jr. Upon honorable discharge from the US Navy in 1964, Mr. Carey began a career in finance as a NYLIC underwriter for New York Life. From 1967 to 1973, Mr. Carey worked as a stockbroker and principal of a brokerage firm. In 1973 he began structuring oil and gas limited partnerships for developmental drilling programs. These programs included hundreds of successful oil and gas wells, and a lucrative Geo-Thermal project in Colorado as a general partner with AMEX (an American Stock Exchange listed company).

In the subsequent 40 years, Mr. Carey has founded and co-founded multiple companies in a wide range of industries including diamond and gold mining operations, oil and gas exploration, energy resellers, entertainment, specialty finance and tax offset programs. With his broad experience and an extensive personal and business network, Mr. Carey’s financial acumen has added significant value to every project in which he has participated. With his unique understanding of the diversity of business structures and an ongoing commitment to innovate and adapt to new practices, he continues to build upon the depth of knowledge and success gained throughout his career.

Anthony L. Anish - Chief Financial Officer and Corporate Secretary

Anthony (“Tony”) Anish has served as a director and Chief Financial Officer of the Company since May 2019. He devotes 100% of his time toward the Company’s business operations. Mr. Anish has been involved in public companies in the US for over 20 years.

Mr. Anish became a Member of the Institute of Chartered Accountants (England) in 1972. Mr. Anish ran his own firm of Chartered Accountants from 1973 until 1978 when he sold his share in the firm to his partners.

He moved to the United States in 1979 to run a subsidiary of a UK Company, Performance Tire Ltd. and led a huge expansion increasing sales from $2 million to over $28 million. He left them in 1982 and ran his own group of stores in the car repair and tire business expanding to 9 locations before selling and returning to his accounting and finance background.

From 1985 until 2009, Mr. Anish’s operations provided business financing programs including equipment leasing and asset based financing programs. During this time Mr. Anish consulted on a number of reverse merger transactions.

In 2010, Mr. Anish became a Director of M Line Holdings, Inc. a small public company in the aerospace business and continued with M Line and another public entity Square Chain Corporation until joining Star Alliance International on a temporary consulting position in March 2019.

Weverson Correia

Weverson Correia, has served as Chief Executive Officer and a Director of the Company since January 24, 2022. Mr. Correia has extensive experience in management and international business, analyzing new product requirements, developing sales forecasts, and pricing structure. Mr. Correia devotes approximately 30% of his time toward the Company’s business operations. He currently spends time in Guatemala at the testing facility related to the contemplated acquisition of Commsa’s mines. Once the acquisition of Commsa and Lion Works is complete, Mr. Correia, who speaks fluent Spanish and Portuguese, will spend more time at these facilities.

Prior to joining the Company, from 2021 until January 2022, Mr. Correia was working as Vice President sales at Mode Chicago, a company that develops software for mobile phones and sale mobile phone, where he performed market analysis, customer/distributor education, and was finding new distribution channels. From 2018 to 2019, Mr. Correia has worked for are ROKiT in Malibu California as SVP Sales; and prior to that position, between 2017 and 2018, he was serving Intelligent Technologies Co. Ltd. as CEO managing that company, improving its productivity and enhancing customer service.

Mr. Correia received his Bachelor of Business Administration in Management & International Business from Florida International University, Landon School of Business in 2005 and his MBA, from Nova Southeastern University, H. Wayne Huizenga School of Business, Miami, FL in 2008, We believe that Mr. Correia’s qualifications, including strategic initiatives for sales, marketing, and new product launches in global markets helps develop new business; and his proficient in SAP, MAS 200, Solomon, POS, Salesforce, and MS Office and his fluency in English, Spanish, and Portuguese makes him a valuable member of our Board and Chief Executive Officer.

Franz Allmayer

Franz Allmayer has served as Vice President of Finance and a director since May, 2018. Franz is located in Austria and has strong connections in Guatemala. Mr. Allmayer has strong connections to innovative technology which led him to introduce Star to the genesis system in Guatemala.

Mr. Allmayer obtained a Bachelor of Science in 2010 from the Applied Sciences Technikum in Vienna, Austria as well as a Master of Science from the London School of Economics in London, England obtained in 2014.

He worked as a coordinator for the Advanced development for Africa (ADA) from June 2010 until April 2012 and then worked to harness soft loan financing for eligible countries to finance hospital projects for Vamed Engineering. He continued as an independent contractor for the Clinton health Access Initiative (CHAI) working to leverage CHAI’s existing capabilities and in in 2015 worked with AFAQ Group to develop an strategy for a portfolio of innovative technologies to serve the UAE and middle eastern markets also representing the Royal Family of Dubai.

Since 2018 Mr. Allmayer founded and manages Integrity Earth a digital venture co-operative for applied regenerative development combining proven frameworks of best practices in ecological restoration. In 2019 he also founded SEEDS, a financial ecosystem that gives value to financial contributions in multiple forms of capital bringing together people and organizations worldwide.

Themis Glatman – Treasurer, Director

Mrs. Glatman, serves as a director and Treasurer, since May, 2018. She supports the management team in relation to the cash flow and use of cash for investments.

Mrs. Glatman was born in Brazil where she studied Chemistry at the Federal University of Parana. She is a highly decorated athlete, having achieved an athletic scholarship that allowed her to come to the United States. There she attended Brigham Young University in Utah, studying Chemical Engineering for three years. She is fluent in English, Spanish, Portuguese with some French and Italian.

In 1981 she moved to Los Angeles pursuing a seventeen-year career in construction including commercial, residential, multi-family as well as smaller remodeling projects. After receiving her accreditation by the California Contactors License Board, she founded Gotham Design and Construction, which allowed her to acquire homes for her own remodeling projects, as well as projects for companies and individual clients. She is well versed in reading blueprints and understands architectural, engineering, and financial requirements of projects from their financing through excavation, grading, paving, and concrete work through final finishes. Her experience will be of great benefit once Star starts developing land after cleaning tailings with the Genesis System.

She has served on many boards and is currently a director of SCYA (Southern California Yachting Association), SMWYC (Santa Monica Windjammers Yacht Club) and for RBOC ( Recreational Boaters of California, a Lobbying firm based in Sacramento).

Fernando Godina – Vice President and Director

Mr. Fernando Godina became a director and Vice President of the Company in 2021. His has an extensive experience managing various types of business and ventures and will take a significant role managing our mining operations.

In 1998 Mr. Godina started with Ashley furniture as a furniture representative. By 2001 he increased the territory he managed from $538 K to over $10 million a year.

In 2002, Fernando and his partners opened their first Ashley home store in Oahu Hawaii and then a second store in Reno Nevada in 2003. In 2005, the two stores generated over 43 million revenue for that year. The Reno store is still open today.

In 2003, Mr. Godina went into the mortgage business. He and his partner started with one office and expanded to four Mortgage offices with Pinnacle Financial growing that business substantially to over 85 million in loans per annum. That business continued to operate until mid 2008.

From 2008 until 2013 Mr. Godina was working as a financial broker introducing business and other transactions to funding sources. To approve and fund.

In 2013, Mr. Godina formed FMG Investment LLC. This business is a private lending venture capital business that he still operates with his wife currently.

In 2018, Mr. Godina formed FMG Corp, a company that provides financial services, including financial consulting, business finance programs and investor referrals. which he still operates today. FMG has been instrumental in introducing a number of investors to the Company as well as doing multiple transactions for other businesses.

Bryan Cappelli – Director

Bryan Cappelli has served as our director since April 20, 2022. Mr. Capelli has financed, developed and/or acquired more than $3.0 billion of real estate projects in the New York Tri State area and has 18 years of development and capital markets experience.

From 2007-2014, Mr. Cappelli served as Chief Operating Officer of the Cappelli Organization overseeing ~$1B of mixed-use developments in Westchester and Fairfield Counties, including The Ritz Carlton Hotel and Condominiums, City Center White Plains, and Trump Parc Residences.

From 2014-2020, Mr. Cappelli served as Co-President of Development for Ceruzzi Holdings and was a member of the investment committee. He oversaw the acquisition and development of the Centrale and Hayworth condominium projects and the Lipstick Building, totaling over 1 million square feet and $1B in value.

In 2017 Mr. Cappelli founded Blue Line Real Estate Ventures, a dynamic real estate investment vehicle which has served as co-general partner in multiple large scale development and acquisitions across all asset classes in addition to making significant angel investments in various emerging development technologies and operating companies.

Mr. Cappelli earned a B.S. in Economics and a Minor in Philosophy from Duke University.

Term of Office

Our directors are appointed for a one-year term and hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

No executive officer or director has been involved in the last ten years in any of the following:

·	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·	Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

·	Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

·	Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees and Audit Committee Financial Expert

We do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees. As of the date of this annual report, no member of our Board of Directors qualifies as an “audit committee financial expert” as defined in Item 407(d) (5) of Regulation S-K promulgated under the Securities Act.

Director Nominations

As of June 30, 2022, there have not been any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s Board of Directors.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us at the address or telephone number listed on the cover page hereof.

Item 11. Executive Compensation

The table below sets forth certain information about the compensation awarded to, earned by or paid to our Chief Executive Officer and our other two most highly compensated executive officers whose total compensation exceeded $100,000 during the period ended June 30, 2023 (each, a “Named Executive Officer ”).

						Non-Equity	Nonqualified
						Incentive	Deferred
Name and				Stock	Option	Plan	Compensation	All Other
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Position	Year	US$	US$	US$	US$	US$	US$	US$	US$

Richard Carey	2023	210,000	0	0	0	0	0	0	210,000
Chairman	2022	180,000	0	0	0	0	0	0	180,000

Anthony L. Anish	2023	150,000	0	1,445,000	0	0	0	0	1,445,000
CFO and Co. Secretary	2022	120,000	0	550,000	0	0	0	0	120,000

Weverson Correia	2023	0	0	772,500	0	0	0	0	772,500
CEO	2022	0	0	0	0	0	0	0	0

Grants of Plan-Based Awards Table

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the year ended June 30, 2023 or 2022. The Company has no activity with respect to these awards.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the year ended June 30, 2023 or 2022. The Company has no activity with respect to these awards.

Outstanding Equity Awards at Fiscal Year-End Table

None of our named executive officers had any outstanding stock or option awards as of June 30, 2023 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its Board of Directors may grant awards as it sees fit to its employees as well as key consultants.

Compensation of Directors

We do not have any formal agreements or arrangements with our non-employee directors to pay for their services. We currently have no formal plan for compensating our directors for their services in their capacity, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Our non-employee directors received the following compensation for service to the Board during the fiscal year ended June 30, 2023 and June 30, 2022:

Name	Year	Paid in Cash		Stock Awards		Total

Themis Glatman	2023		0		1,000,000	$	165,000
	2022		0		1,000,000	$	1,400,000

Bryan Cappelli	2022		0		5,000,000	$	1,445,000
	2021		0

Franz Allmayer	2022		0
	2021		0

Fernando Godina	2023		0		5,000,000	$	1,445,000
	2022		0		500,000	$	39,000

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of October 13, 2023, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly, and the percentage shown is based on 308,156,163 shares of common stock issued and outstanding.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common Stock	Richard Carey		57,265,500		18.583%
Common Stock	Anthony L. Anish		10,000,000		3.245%
Common Stock	Weverson Correia		5,500,000		1.785%
Common Stock	Franz Allmayer		250,000		0.008%
Common Stock	Themis Gladman		3,000,000		0.974%
Common Stock	Bryan Cappelli		5,000,000		1.623%
Common Stock	Fernando Godina		5,552,000		1.802%
Common Stock	Total all executive officers and directors (7 persons)		86,567,500		28.02%

The following is a description of transactions since July 1, 2022 to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Fernando Godina, for services as a director. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Bryan Cappelli for his services as a director. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Weverson Correia, CEO and a director, for services. The shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

On November 17, 2022, Our Chairman, Mr. Carey sold 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The loan to the Company is non-interest bearing and due on demand.

On January 10, 2022 and December 5, 2022, the Company issued a total of 1,000,000 shares of common stock (total of 2,000,000 shares) to Themis Glatman as compensation for her services as a director. The shares were valued at $0.165 per share, the closing stock price on the date of grant, for total non-cash expense of $165,000.

On March 14, 2023, the Company renewed the initial employment agreements for Mr. Carey and Mr. Anish, entering into New Employment Agreements, commencing from August 1, 2022 (the “Effective Date”) until July 31, 2025. For the period from August 1, 2022 through December 31, 2022, Mr. Carey received a base salary equal to $180,000. From August 1, 2022, through December 31, 2022, Mr. Anish received the base salary equal to $120,000. In addition, Mr. Anish received 2,500,000 shares issued on June 3, 2022, under his initial agreement, and 5,000,000 shares issued on August 15, 2022, as equity compensation under Mr. Anish’s New Employment Agreement. The 5,000,000 shares were valued at $0.289 per share, the closing stock price on the date of grant, for total non-cash expense of $1,445,000.

Item 14. Principal Accounting Fees and Services

Audit Fees

During fiscal years ended June 30, 2023 and 2022, we incurred $38,500 and $30,000, respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements.

Tax Fees

During the years ended June 30, 2023 and 2022, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.

All Other Fees

During the years ended June 30, 2023 and 2022, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

Currently, we have no independent audit committee. Our full board of directors’ functions as our audit committee and is comprised of one director who is not considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Exchange Act. Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

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

Exhibit		Description
3.1		Articles of Incorporation (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on July 20, 2014)
3.2		Bylaws (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on July 20, 2014)
3.3		Articles of Amendment to Articles of Incorporation dated January 6, 2017 with respect to the change of the name of the Company to Star Alliance International Corp.
3.4		Articles of Amendment to Articles of Incorporation dated June 16, 2019 increasing the authorized capital of the Registrant
3.5		Certificate of Designations of Series A Preferred Stock dated July 27, 2020 (incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on August 14, 2020)
3.6		Articles of Designations of Series B Preferred Stock dated November 16, 2019 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on August 19, 2019)
3.7		Certificate of Designations of Series C Preferred Stock, dated March 28, 2022 (incorporated by reference to Exhibit 3.7 to Form S-1 filed with the SEC on June 15, 2023)
3.8		Articles of Amendment to the Articles of Incorporation, dated May 30, 2022, increasing the authorized capital of the Registrant (incorporated by reference to Exhibit 3.7 to Form S-1 filed with the SEC on June 15, 2023)
10.1		Asset Purchase Agreement dated June 13, 2019 between the Registrant and Troy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated August 19, 2019)
10.2		Share Exchange Agreement dated December 15, 2021 by and between the Registrant and Juan Lemus (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 22, 2021).
10.3		Common Stock Purchase Agreement by and between Keystone and the Registrant dated March 15, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated March 20, 2023)
10.4		Registration Rights Agreement by and between Keystone and the Registrant dated March 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated March 20, 2023)
10.5		Share Purchase Agreement dated March 19, 2023 by and among the Registrant, Lion Works and Juan Lemus (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.6		12% Convertible promissory note issued to Quick Capital LLC on February 7, 2023 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.7		10% Convertible promissory note issued to AES Capital Management, LLC on February 8, 2023 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.8		Employment Agreement between the Registrant and Richard Carey, effective as of August 1, 2022 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q dated May 22, 2023)
10.9		Employment Agreement between the Registrant and Anthony Anish, effective as of August 1, 2022 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q dated May 22, 2023)
10.10		Series C Preferred Purchase Agreement by and between the Registrant and Geneva Roth Remark Holdings, Inc. dated January 17, 2023 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.11		Series C Preferred Purchase Agreement by and between the Registrant and Geneva Roth Remark Holdings, Inc. dated February 16, 2023 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the SEC on June 15, 2023)
10.12		Addendum to the Share Exchange Agreement by and between the Registrant and Juan Lemus dated August 14, 2023 (incorporated by reference to Exhibit 10.12 to Form S-1/A filed with the SEC on August 28, 2023)
10.13		First Addendum to the Share Purchase Agreement by and between Lion Works (incorporated by reference to Exhibit 10.13 to Form S-1/A filed with the SEC on August 28, 2023)
10.14*		Second Addendum to the Share Exchange Agreement by and between the Registrant and Juan Lemus dated September 28, 2023
10.15*		Second Addendum to the Shares Purchase Agreement by and between The Registrant and Compañia Minera Metalurgica Centro Americana dated September 28, 2023

7765

Exhibit		Description
31.1 *		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 *		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 *		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

______________

*	Filed herewith

ITEM 16. FORM 10–K SUMMARY

None.

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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: October 13, 2023	By:	/s/ Richard Carey
Dated: January 14, 2025	By:	/s/ Richard Carey
		Richard Carey President and Chairman (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Richard Carey	President, Chairman and Director	~~October~~January 1314, ~~2023~~2025
Richard Carey	(Principal Executive Officer)
/s/ Anthony Anish	Chief Financial Officer, Corporate Secretary and Director	~~October~~January 1314, ~~2023~~2025
Anthony Anish	(Principal Financial and Accounting Officer)
/s/ Weverson Correia	Chief Executive Officer and Director	~~October~~January 1314, ~~2023~~2025
Weverson Correia
/s/ Franz Allmayer	Vice President Finance and Director	~~October~~January 1314, ~~2023~~2025
Franz Allmayer
/s/ Themis Glatman	Treasurer and Director	~~October~~January 1314, ~~2023~~2025
Themis Glatman
/s/ Fernando Godina	Vice President and Director	~~October~~January 1314, ~~2023~~2025
Fernando Godina
/s/ Bryan Cappelli	Director	~~October~~January 1314, ~~2023~~2025
Bryan Cappelli

7967

Filing Compare · Star Alliance International Corp.