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.
Current officers and directors are as follows:
Richard Carey Chairman, Board Member (resigned as CEO on January 24, 2022)
Weverson Correia Appointed CEO on January 24, 2022, Board member
Alexei Tchernov Executive Vice President Finance, Board Member
Franz Allmayer Vice President Finance, Board Member
Themis Glatman Treasurer, Asst., Company Secretary, Board Member
Anthony Anish Company Secretary, CFO, Board Member
Fernando Godina Vice President, Board Member
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.
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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.
On November 22, 2021, STAL entered into a binding Letter of Intent to acquire
49% of Lions Works Advertising, SA, a Guatamala Corporation that owns the
"Genesis" ore extraction process. Since the letter of Intent was signed STAR has
renegotiated and STAR is now acquiring a controlling interest of 51% of the
Company. The purchase requires STAL to invest up to $3 million to be used to
grow the business, building a number of Genesis plants that can be placed in
customer mining sites including our own Troy mining site. The green,
environmentally friendly process, extracts up to 98% of the gold ore from the
rock.
In January 2022, Star completed the acquisition of 51% of Compania Minera
Metalurgica Centro Americana S.A. ("Commsa") which owns 5 gold mines in
Honduras.
Results of Operations for the Three Months Ended March 31, 2022 as Compared to
the Three Months Ended March 31, 2021
Operating expenses
General and administrative expenses ("G&A") were $199,558 for the three months
ended March 31, 2022, compared to $23,212 for the three months ended March 31,
2021, an increase of $176,346. In the current period we recognized $10,000 of
non-cash expense for stock issued to a related party for work performed for the
Company.
Mine Development Fees were $788,500 for the three months ended march 31, 2022
compared to $0 for the three months ended March 31, 2021. In the current period
we recognized $772,500 of non-cash expenses for stock issued for work performed
at the Troy mine.
Professional fees were $93,500 for the three months ended March 31, 2022,
compared to $2,500 for the three months ended December 31, 2020, an increase of
$8,520. Professional fees consist mainly of legal, accounting and audit expense.
The increase in the current period is due to an increase in legal fees. In the
current period we recognized $48,000 of non- cash legal expenses.
Consulting fees were $3,827,475 for the three months ended March 31, 2022,
compared to $5,000 for the three months ended March 31, 2021. In the current
period we issued shares of common stock for $3,807,475 for non-cash consulting
expense.
Director compensation was $1,469,000 and $30,000 for the three months ended
March 31, 2022 and 2021, respectively. In the current period we recognized
$1,439,000 of non- cash compensation to two Directors. .Monthly compensation to
our director was increased in January 2021.
Officer compensation was $817,500 and $45,000 for the three months ended March
31, 2022 and 2021, respectively. In the current period we recognized $772,500 of
non- cash officer compensation for our CEO. Monthly compensation for our
Chairman was increased in January 2021.
Other income (expense)
Interest Expense was $6,780 and $882 for the three months ended March 31, 2022
and 2021, respectively.
Net Loss
Net loss for the three months ended March 31, 2022 was $8,016,068 compared to
$121,933 for the three months ended March 31, 2021. The large increase in our
net loss is due to non-cash stock compensation expense.
Results of Operations for the Nine Months Ended March 31, 2022 as compared to
the nine Months Ended March 31, 2021
Operating expenses
General and administrative expenses ("G&A") were $1,250,958 for the nine months
ended March 31, 2022, compared to $70,011 for the nine months ended March 31,
2021, an increase of $1,180,947. In the current period we recognized $268,334 of
non-cash expense for stock issued for investor relation services.
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Professional fees were $106,250 for the nine months ended March 31, 2022,
compared to $46,029 for the nine months ended March 31, 2021, an increase of
$60,221. Professional fees consist mainly of legal, accounting and audit
expense. The increase in the current period is due to an increase in legal fees.
In the current period we recognized $48,000 of non- cash legal expenses.
Consulting fees were $4,015,837 for the nine months ended March 31, 2022,
compared to $38,350 for the nine months ended March 31, 2021 an increase of
$3,977,487. In the current period we issued shares of common stock for
$3,995,837 on non-cash consulting expense. In the prior period we issued shares
of common stock for $30,000 on non-cash consulting expense.
Director compensation was $1,529,000 and $60,000 for the nine months ended March
31, 2022 and 2021, respectively. In the current period we recognized $1,439,000
of non- cash compensation to two Directors. Monthly compensation to our director
was increased in January 2021.
Officer compensation for our CEO was $907,500 and $110,000 for the nine months
ended March 31, 2022 and 2021, respectively. In the current period we recognized
$772,500 of non-cash officer compensation for our CEO. Monthly compensation to
our Chairman was increased in January 2021.
Other income (expense)
For the nine months ended March 31, 2022 and 2021, we had interest expense of
$8,844 and $9,918, 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 nine months ended March 31, 2022 was $9,420,914 compared to
$376,638 for the nine months ended March 31, 2021. The large increase in our net
loss is due to non-cash stock compensation expense.
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 $12,593,705. For the nine months ended
March 31, 2022 the Company had a net loss of $9,420,914 with $1,398,871 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.
Net cash used in operating activities was $1,398,871 during the nine months
ended March 31, 2022 compared to $216,974 in the prior period.
Net cash provided by financing activities was $1,589,315 and $201,449 for the
nine months ended March 31, 2022 and 2021, respectively. In the current period
we received $1,084,000 from the sale of common stock and $4,550 from a cash
advance from a director. In the prior period we received $121,500 from loans,
$42,500 from the sale of common stock and $23,582 from loans from our CEO. This
was offset by $18,280 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.
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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.
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STAR ALLIANCE INTERNATIONAL CORP. 
