UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number)
___________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC MARKETS-PINK |
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 ¨
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| x | Smaller reporting company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as
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Securities registered pursuant to Section 12(b) of the Act: None.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: shares of common stock par value $0.001, were outstanding as at as of November 10, 2021.
STAR ALLIANCE INTERNATIONAL CORP.
FORM 10-Q
Quarterly Period Ended September 30, 2021
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1 .Financial Statements
STAR ALLIANCE INTERNATIONAL CORP.
BALANCE SHEETS
September 30, 2021 | June 30, 2021 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid stock for services | ||||||||
| Total current assets | ||||||||
| Property and equipment | ||||||||
| Mining claims | ||||||||
| Total other assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued compensation | ||||||||
| Notes payable | ||||||||
| Note payable – former related party | ||||||||
| Due to former related party | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (see footnotes) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value, authorized, issued and outstanding | ||||||||
| Series A preferred stock, $ par value, authorized, and shares issued and outstanding, respectively | ||||||||
| Series B preferred stock, $ par value, authorized, issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock to be issued | ||||||||
| Stock subscription receivable | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| General and administrative – related party | ||||||||
| Professional fees | ||||||||
| Consulting | ||||||||
| Director compensation | ||||||||
| Officer compensation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expense | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on conversion of accrued salary | ( | ) | ||||||
| Gain on forgiveness of debt | ||||||||
| Total other expense | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2021
(Unaudited)
Preferred Stock Series A | Preferred Stock Series B | Common Stock | Additional Paid-in | Common Stock To Be | Stock Subscription | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Issued | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Stock issued for services | – | – | ||||||||||||||||||||||||||||||||||||||||||
| Stock issued for debt | – | – | ||||||||||||||||||||||||||||||||||||||||||
| Stock sold for cash | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock issued for accrued officer compensation | – | – | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
Preferred Stock Series A | Preferred Stock Series B | Common Stock | Additional
Paid-in | Common Stock To Be | Stock Subscription | Accumulated | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Issued | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Stock issued for services | – | – | ||||||||||||||||||||||||||||||||||||||||||
| Stock sold for cash | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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STAR ALLIANCE INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Common stock issued for services | ||||||||
| Loss on conversion of debt | ||||||||
| Gain of forgiveness of debt | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Accrued compensation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds of borrowings from a related party | ||||||||
| Repayment to related party | ( | ) | ||||||
| Proceeds from the sale of common stock | ||||||||
| Proceeds from notes payable | ||||||||
| Payment on notes payable | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash at the beginning of period | ||||||||
| Cash at the end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| NON-CASH TRANSACTIONS: | ||||||||
| Conversion of debt | $ | $ | ||||||
| Common stock issued for prepaid services | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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Star Alliance International Corp.
Notes to Unaudited Financial Statements
September 30, 2021
NOTE 1 – NATURE OF BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada, for the purpose of acquiring and developing gold mining as well as certain other mining properties worldwide.
NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended June 30, 2021, have been omitted.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 3 – GOING CONCERN
The unaudited accompanying financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial
statements, the Company has an accumulated deficit of $
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.
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NOTE 4 – ACQUISITION
On August
13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under
the APA, the company acquired
Under the Purchase Note, we paid $50,000 at the time of the closing, and are required to pay an additional $50,000 within sixty days of the closing, and $25,000 every other month thereafter, with the entire remaining amount due no later than March 31, 2020. In the event of default under the Purchase Note, all assets acquired under the APA will be forfeited back to Troy. We are current on all the terms of the agreement.
On October 9, 2019, a contract extension was agreed between Star Alliance International Corporation and Troy Mining Corporation. The agreement gives the Company 150 days to file an S-1 registration statement and obtain approval for the shares that are to be issued to the Troy shareholders to become free trading. The S-1 registration was filed on August 14, 2020.
On July 14, 2020 a contract extension was agreed between Star Alliance International Corporation and Troy Mining Corporation. The agreement provides for a sixty-day extension on the loan agreement with Troy mining Corporation and also an extension to file the S-1 registration.
On February 16, 2021 a contract extension for
ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $
NOTE 5 – RELATED PARTY TRANSACTIONS
On January 1, 2021 the employment agreements for
Richard Carey and Anthony Anish were updated to include salaries of $
Mr. Carey is using his personal office space at no cost to the Company.
NOTE 6 – NOTES PAYABLE
As of September 30, 2021, and June 30, 2021, the
Company owed Kok Chee Lee, the former CEO and Director of the Company, $
On June 1, 2018, the Company executed a promissory
note in the amount of $
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On June 11, 2019 the company executed a promissory
note with Troy for $
On June 26, 2020, an individual loaned the Company
$
As of September 30, 2021, the Company owes various
other individuals and entities a total of $
NOTE 7 – PREFERRED STOCK
Of the shares of the Company's authorized Preferred Stock, $ par value per share, are designated Series A preferred stock and shares are designated as Series B Preferred Stock.
Series A Preferred Stock
Each Share of Series A preferred stock shall have 500 votes per share and each share can be converted into 500 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.
On July 2, 2020, the Board granted all shares of the Series A preferred stock to the Company’s Chairman and CEO, Richard Carey, in conversion of $ of accrued compensation.
Series B Preferred Stock
Only one person or entity, is entitled to be designated as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock shall have one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.
In conjunction with the APA with Troy, the company
issued shares of Series B Preferred Stock, the shares were valued at $0.002 or $
On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same.
NOTE 8 – COMMON STOCK
During the year ended June 30, 2021, the Company
granted shares of common stock for services. The shares were valued at $0.02 per share for total non-cash expense of $
| 9 |
During the year ended June 30, 2021, the Company
issued shares of common stock in conversion of a $
During the year ended June 30, 2021, the Company
sold shares of common stock for total cash proceeds of $
During the three months ended September 30, 2021,
the Company granted shares of common stock for services. The shares were valued at $4.5 per share, as to by the service provider,
for total non-cash expense of $
During the three months ended September 2021,
the Company sold shares of common stock for total cash proceeds of $
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued, and has determined that no material subsequent events exist other than the following.
Subsequent to September 30, 2021, the Company paid an invoice for services with 10,000 shares of common stock.
On October 21, 2021 a contract extension for ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $20,000 was made by Star Alliance that reduces the final amount due to Troy Mining Corporation to $310,000.
Star Alliance has entered into an agreement to complete a new NI43-101 valuation report. It is anticipated that the report will be completed in the first quarter of Fiscal 2022.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer. You should, however, consult further disclosures we make in future filings of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada. Our prior business plans, which generated limited or no earnings, included interior decorating products, and a travel and tourism service.
On May 14, 2018, Richard Carey our President and Chairman of the Board, acquired 22,000,000 shares of common stock of the Company, representing 62.15% ownership of the Company which constitutes control. Mr. Carey accepted the positions of President and Chairman of the Board on the same day.
On May 17, 2018, Mr. Carey appointed Alexei Tchernov as CEO and Director, Franz Allmayer as Vice President and Director, John C. Baird as CFO and Director and Themis Glatman as Secretary and Director.
On May 22, 2019, the Board discussed the positions of the Directors and Officers. Mr. Tchernov resigned his position as CEO and Themis Glatman resigned as Company Secretary. Current appointments are as follows:
| Richard Carey | CEO and Joint Chairman, Board member |
| James Baughman | President Operations |
| Alexei Tchernov | Executive Vice President Finance, Board Member |
| Franz Allmayer | Vice President Finance, Board Member |
| Themis Glatman | Treasurer, Board Member |
| Anthony Anish | Company Secretary, Board Member |
| Fernando Godina | Vice President, Board Member |
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On October 25, 2018, Star entered into a Letter of Intent (the “LOI”) with Troy Mining Corporation, a Nevada corporation (“Troy”) and its two majority shareholders and on March 25, 2019 and on August 5th this LOI was extended. Troy is the owner of 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. Troy also owns a production processing mill together with related equipment and buildings. On August 13, 2019, the Company closed the transaction making the first payment on the acquisition of all the assets of Troy Mining Corporation. Further payments have been made since that date and the Company is current on all its obligations.
The Company’s business focus will be the pursuit of mining and mining technology businesses. The Company acquired the assets of Troy Mining Corporation, its first mining assets, on August 13, 2019.
Results of Operations for the Three Months Ended September 30, 2021 as Compared to September 30, 2020
Operating expenses
General and administrative expenses (“G&A”) were $9,062 for the three months ended September 30, 2021, compared to $28,893 for the three months ended September 30, 2020, a decrease of $19,831 or 68.6%. In the prior period we incurred expenses for SEC and mining expense that we did not have in the current period.
Professional fees were $2,000 for the three months ended September 30, 2021, compared to $25,690 for the three months ended September 30, 2020, a decrease of $23,690. Professional fees consist mainly of legal, accounting and audit expense. There was a large decrease to our professional fees due to a decrease of $15,690 and $10,000 of audit and legal fees, respectively.
Consulting fees were $0 for the three months ended September 30, 2021, compared to $28,350 for the three months ended September 30, 2020. In the prior period we issued 1,250,000 shares of common stock for $25,000 on non-cash consulting expense.
Director compensation was $30,000 and $15,000 for the three months ended September 30, 2021 and 2020, respectively. Monthly compensation to our director was increased in January 2021.
Officer compensation for our CEO was $45,000 and $35,000 for the three months ended September 30, 2021 and 2020, respectively. Monthly compensation to our CEO was increased in January 2021.
Other income (expense)
For the three months ended September 30, 2021 and 2020, we had interest expense of $882 and $8,155, respectively. In the prior period we also had $46,200 loss on the conversion of accrued salary and a $3,870 gain on the forgiveness of debt.
Net Loss
Net loss for the three months ended September 30, 2021 was $88,444 compared to $186,417 for the three months ended September 30, 2020.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $3,261,235. For the three months ended September 30, 2021 the Company had a net loss of $88,444 with $6,789 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
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Net cash used in operating activities was $6,789 during the three months ended September 30, 2021 compared to $93,087 in the prior period.
Net cash provided by financing activities was $0 and $77,559 for the three months ended September 30, 2021 and 2020, respectively. In the prior period we received $106,500 from loans, $18,000 from the sale of common stock and $20,339 from loans from our CEO. This was offset by $9,280 paid back to our CEO and $58,000 paid on other loans.
Over the next twelve months, we expect our principal source of liquidity will be dependent on borrowings from related parties.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Disclosure Controls
In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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Evaluation of Disclosure Controls and Procedures
Our CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of September 30, 2021 due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-K filed with the SEC.
Changes in Internal Control over Financial Reporting
Such officers also confirmed that there was no change in our internal control over financial reporting during the three months ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 14 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
| 15 |
Item 6. Exhibits.
| Incorporated by reference | |||||||||||||
| Exhibit | Exhibit Description | Filed herewith |
Form | Period ending |
Exhibit | Filing date |
|||||||
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | |||||||||||
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | |||||||||||
| 32.1 | Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | X | |||||||||||
| 32.2 | Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | X | |||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). | ||||||||||||
| 16 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 15, 2021 | By: | /s/ Richard Carey | |
| Richard Carey | |||
| Chief Executive Officer | |||
| By: | /s/ Anthony L. Anish | ||
| Date: November 15, 2021 | Anthony L. Anish | ||
| Interim Chief Financial Officer | |||
| 17 |
EXHIBIT 31.1
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Carey, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control for financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the business issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: November 15, 2021 | /s/ Richard Carey | ||
| Richard Carey | |||
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony L. Anish certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Star Alliance International Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; |
| 4. | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control for financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. | |
| Date: November 15, 2021 | /s/ Anthony L. Anish | ||
| Anthony L. Anish | |||
| Interim Chief Financial Officer |
EXHIBIT 32.1
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U. S. C. Section 1350, I, Richard Carey, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Star Alliance International Corp. for the fiscal quarter ended September 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Star Alliance International Corp.
| Date: November 15, 2021 | /s/ Richard Carey | |
| Richard Carey | ||
| Chief Executive Officer |
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Star Alliance International Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Star Alliance International Corp. specifically incorporates it by reference.
EXHIBIT 32.2
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U. S. C. Section 1350, I, Anthony L. Anish, hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of Star Alliance International Corp. for the fiscal quarter ended September 30, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Star Alliance International Corp.
| Date: November 15, 2021 | /s/ Anthony L. Anish | |
| Anthony L. Anish | ||
| Interim Chief Financial Officer |
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Star Alliance International Corp. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Star Alliance International Corp. specifically incorporates it by reference.
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Sep. 30, 2021 |
Jun. 30, 2021 |
|---|---|---|
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 175,000,000 | 175,000,000 |
| Common stock, shares issued | 135,114,028 | 124,319,584 |
| Common stock, shares outstanding | 135,114,028 | 124,319,584 |
| Series A Preferred Stock [Member] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 1,000,000 | 0 |
| Preferred stock, shares outstanding | 1,000,000 | 0 |
| Series B Preferred Stock [Member] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 1,900,000 | 1,900,000 |
| Preferred stock, shares issued | 1,833,000 | 1,833,000 |
| Preferred stock, shares outstanding | 1,833,000 | 1,833,000 |
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
|
| Operating expenses: | ||
| General and administrative | $ 9,062 | $ 28,893 |
| General and administrative – related party | 1,500 | 3,000 |
| Professional fees | 2,000 | 25,690 |
| Consulting | 0 | 28,350 |
| Director compensation | 30,000 | 15,000 |
| Officer compensation | 45,000 | 35,000 |
| Total operating expenses | 87,562 | 135,933 |
| Loss from operations | (87,562) | (135,933) |
| Other expense | ||
| Interest expense | (882) | (8,155) |
| Loss on conversion of accrued salary | 0 | (46,200) |
| Gain on forgiveness of debt | 0 | 3,870 |
| Total other expense | (882) | (50,484) |
| Loss before provision for income taxes | (88,444) | (186,417) |
| Provision for income taxes | 0 | 0 |
| Net loss | $ (88,444) | $ (186,417) |
| Net loss per common share - basic and diluted | $ (0.00) | $ (0.00) |
| Weighted average common shares outstanding – basic and diluted | 134,134,403 | 109,700,780 |
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY DEFICIT (Unaudited) - USD ($) |
Series A Preferred Stocks [Member] |
Series B Preferred Stocks [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Common Stock To Be Issued [Member] |
Stock Subscription Receivable [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|---|---|---|
| Beginning balance, value at Jun. 30, 2020 | $ 1,883 | $ 107,314 | $ 2,382,859 | $ 8,633 | $ (9,900) | $ (2,669,774) | $ (178,985) | |
| Beginning balance, shares at Jun. 30, 2020 | 1,833,000 | 107,313,334 | ||||||
| Stock issued for services | $ 1,250 | 23,750 | 25,000 | |||||
| Stock issued for services, shares | 1,250,000 | |||||||
| Stock issued for debt | $ 1,375 | 128,325 | 129,700 | |||||
| Stock issued for debt, shares | 1,375,000 | |||||||
| Stock sold for cash | $ 1,555 | 18,445 | (2,000) | 9,900 | 27,900 | |||
| Stock sold for cash, shares | 1,555,000 | |||||||
| Stock issued for accrued officer compensation | $ 1,000 | 67,556 | 68,556 | |||||
| Stock issued for accrued officer compensation, shares | 1,000,000 | |||||||
| Net loss | (186,417) | (186,417) | ||||||
| Ending balance, value at Sep. 30, 2020 | $ 1,000 | $ 1,883 | $ 111,494 | 2,620,935 | 6,633 | (2,856,191) | (114,246) | |
| Ending balance, shares at Sep. 30, 2020 | 1,000,000 | 1,833,000 | 111,493,334 | |||||
| Beginning balance, value at Jun. 30, 2020 | $ 1,883 | $ 107,314 | 2,382,859 | 8,633 | (9,900) | (2,669,774) | (178,985) | |
| Beginning balance, shares at Jun. 30, 2020 | 1,833,000 | 107,313,334 | ||||||
| Ending balance, value at Jun. 30, 2021 | $ 1,000 | $ 1,883 | $ 124,320 | 2,793,609 | 41,633 | (20,000) | (3,172,791) | (230,346) |
| Ending balance, shares at Jun. 30, 2021 | 1,000,000 | 1,833,000 | 124,319,584 | |||||
| Stock issued for services | $ 4 | 19,996 | 20,000 | |||||
| Stock issued for services, shares | 4,444 | |||||||
| Stock sold for cash | $ 10,790 | 574,210 | (35,000) | (550,000) | ||||
| Stock sold for cash, shares | 10,790,000 | |||||||
| Net loss | (88,444) | (88,444) | ||||||
| Ending balance, value at Sep. 30, 2021 | $ 1,000 | $ 1,883 | $ 135,114 | $ 3,387,815 | $ 6,633 | $ (570,000) | $ (3,261,235) | $ (298,790) |
| Ending balance, shares at Sep. 30, 2021 | 1,000,000 | 1,833,000 | 135,114,028 |
NATURE OF BUSINESS |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS
Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the state of Nevada, for the purpose of acquiring and developing gold mining as well as certain other mining properties worldwide.
|
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES | NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended June 30, 2021, have been omitted.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
GOING CONCERN |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 – GOING CONCERN
The unaudited accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $3,261,235 and negative working capital of $806,322 as of September 30, 2021. For the three months ended September 30, 2021 the Company had a net loss of $88,444, with $6,789 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
|
ACQUISITION |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Business Combination and Asset Acquisition [Abstract] | |
| ACQUISITION | NOTE 4 – ACQUISITION
On August 13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under the APA, the company acquired 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims. In exchange for the mining claims and related assets, the company agreed to issue shares of a new class of preferred stock designated Series B Preferred Stock; and agreed to make total cash payments in the amount of $500,000 under a Promissory Note (the “Purchase Note”).
Under the Purchase Note, we paid $50,000 at the time of the closing, and are required to pay an additional $50,000 within sixty days of the closing, and $25,000 every other month thereafter, with the entire remaining amount due no later than March 31, 2020. In the event of default under the Purchase Note, all assets acquired under the APA will be forfeited back to Troy. We are current on all the terms of the agreement.
On October 9, 2019, a contract extension was agreed between Star Alliance International Corporation and Troy Mining Corporation. The agreement gives the Company 150 days to file an S-1 registration statement and obtain approval for the shares that are to be issued to the Troy shareholders to become free trading. The S-1 registration was filed on August 14, 2020.
On July 14, 2020 a contract extension was agreed between Star Alliance International Corporation and Troy Mining Corporation. The agreement provides for a sixty-day extension on the loan agreement with Troy mining Corporation and also an extension to file the S-1 registration.
On February 16, 2021 a contract extension for ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $40,000 was made by Star Alliance that reduces the final amount due to Troy Mining Corporation to $330,000 as of September 30, 2021.
|
RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS
On January 1, 2021 the employment agreements for Richard Carey and Anthony Anish were updated to include salaries of $180,000 and $120,000 per annum respectively. As of September 30, 2021, the Company has accrued compensation due to Mr. Carey of $84,724 and Mr. Anish of $98,778. As of June 30, 2021, the Company has accrued compensation due to Mr. Carey of $39,691 and Mr. Anish of $71,679. In addition, the Company has accrued salary to Mr. Baird (a former officer) of $60,000. Mr. Baird resigned his position on August 12, 2020.
Mr. Carey is using his personal office space at no cost to the Company.
|
NOTES PAYABLE |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Debt Disclosure [Abstract] | |
| NOTES PAYABLE | NOTE 6 – NOTES PAYABLE
As of September 30, 2021, and June 30, 2021, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.
On June 1, 2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of September 30, 2021 and June 30, 2021, there is $5,352 and $4,949, respectively, of accrued interest due on the note. The note is past due and in default.
On June 11, 2019 the company executed a promissory note with Troy for $500,000 (Note 7). The Company paid the initial $50,000 due on the note on August 13, 2019 and $35,000 as of December 31, 2019. As September 30, 2021 there is $330,000 due on this note.
On June 26, 2020, an individual loaned the Company $25,000, $6,000 of which was converted into shares of common stock on July 27, 2020. On February 24,2021, he loaned an additional $20,000 to the Company. During April 2021, Mr. Webb converted another $14,000 into shares of common stock. As of September 30, 2021, there is $25,000 and $3,617 of principal and interest due on this loan, respectively.
As of September 30, 2021, the Company owes various other individuals and entities a total of $112,380. All the loans are non-interest bearing and due on demand.
|
PREFERRED STOCK |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Equity [Abstract] | |
| PREFERRED STOCK | NOTE 7 – PREFERRED STOCK
Of the shares of the Company's authorized Preferred Stock, $ par value per share, are designated Series A preferred stock and shares are designated as Series B Preferred Stock.
Series A Preferred Stock Each Share of Series A preferred stock shall have 500 votes per share and each share can be converted into 500 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.
On July 2, 2020, the Board granted all shares of the Series A preferred stock to the Company’s Chairman and CEO, Richard Carey, in conversion of $ of accrued compensation.
Series B Preferred Stock Only one person or entity, is entitled to be designated as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock shall have one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.
In conjunction with the APA with Troy, the company issued shares of Series B Preferred Stock, the shares were valued at $0.002 or $7,532 as if they had been converted into shares of common stock.
On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same.
|
COMMON STOCK |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Equity [Abstract] | |
| COMMON STOCK | NOTE 8 – COMMON STOCK
During the year ended June 30, 2021, the Company granted shares of common stock for services. The shares were valued at $0.02 per share for total non-cash expense of $25,000.
During the year ended June 30, 2021, the Company issued shares of common stock in conversion of a $83,500 of principal. The Company recognized a $46,200 loss on the conversion.
During the year ended June 30, 2021, the Company sold shares of common stock for total cash proceeds of $129,400, $20,000 of which is a receivable as of June 30, 2021. In addition, the Company has common stock be issued from the sale of $41,633.
During the three months ended September 30, 2021, the Company granted shares of common stock for services. The shares were valued at $4.5 per share, as to by the service provider, 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.
During the three months ended September 2021, the Company sold shares of common stock for total cash proceeds of $55,000, all of which is a receivable as of September 30, 2021. In addition, the Company issued shares that were sold in the prior year.
|
SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued, and has determined that no material subsequent events exist other than the following.
Subsequent to September 30, 2021, the Company paid an invoice for services with 10,000 shares of common stock.
On October 21, 2021 a contract extension for ninety (90) days was signed between Troy Mining Corporation and Star Alliance International Corporation. A payment of $20,000 was made by Star Alliance that reduces the final amount due to Troy Mining Corporation to $310,000.
Star Alliance has entered into an agreement to complete a new NI43-101 valuation report. It is anticipated that the report will be completed in the first quarter of Fiscal 2022.
|
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies) |
3 Months Ended |
|---|---|
Sep. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended June 30, 2021, have been omitted.
|
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Jun. 30, 2021 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| Accumulated deficit | $ 3,261,235 | $ 3,172,791 | |
| Working capital | 806,322 | ||
| Net loss | 88,444 | $ 186,417 | |
| Net cash used in operating activities | $ 6,789 | $ 93,087 | |
ACQUISITION (Details Narrative) |
1 Months Ended | 8 Months Ended | |
|---|---|---|---|
|
Aug. 13, 2019
USD ($)
a
Integer
shares
|
Feb. 16, 2021
USD ($)
|
Sep. 30, 2021
USD ($)
|
|
| Troy [Member] | |||
| Business Acquisition [Line Items] | |||
| Note Payable | $ 330,000 | ||
| Asset Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||
| Business Acquisition [Line Items] | |||
| Stock issued for acquisition, shares | shares | 1,883,000 | ||
| Asset Purchase Agreement [Member] | Troy [Member] | |||
| Business Acquisition [Line Items] | |||
| Number of mining claims | Integer | 78 | ||
| Acreage of mining claims | a | 4,800 | ||
| Note payable issued | $ 500,000 | ||
| Payment for acquisition | $ 40,000 | ||
| Note Payable | $ 330,000 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
Sep. 30, 2021 |
Jun. 30, 2021 |
|---|---|---|
| Anthony Anish [Member] | ||
| Related Party Transaction [Line Items] | ||
| Due to related party | $ 180,000 | $ 120,000 |
| Accrued compensation | 98,778 | 71,679 |
| Richard Carey [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accrued compensation | 84,724 | 39,691 |
| John Baird [Member] | ||
| Related Party Transaction [Line Items] | ||
| Accrued compensation | $ 60,000 | $ 60,000 |