STAL Star Alliance International Corp (CE)

Table of Contents

 

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, 2024

 

or

 

¨ 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, 2023, the aggregate market value of the voting common stock held by non-affiliates of the registrant was $3,532,712.

 

As of January 14, 2025, there were 951,887,254 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		47
Item 1B.	Unresolved Staff Comments		48
Item 1C.	Cybersecurity		48
Item 2.	Properties		48
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		49
Item 6.	Selected Financial Data		52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 8.	Financial Statements and Supplementary Data		55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		56
Item 9A.	Controls and Procedures		56
Item 9B.	Other Information		57
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		58
Item 11.	Executive Compensation		62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		63
Item 13.	Certain Relationships and Related Transactions, and Director Independence		63
Item 14.	Principal Accounting Fees and Services		64
PART IV
Item 15.	Exhibits		65
Item 16	Form 10-K Summary		66
	Signatures		67

 

 

 

 

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

 

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 property, including the acquisitions of 51% ownership in Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”), a company that owns the “Genesis” ore extraction process, as described below. If we complete this 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.

 

 

 

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 interests in companies related to artificial 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:

 

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.

 

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.

 

 

Main Mine Site Co-Ordinates (Blue Dot)

37°39’50 North; 119°52’31 West

 

 

 

 

 

 

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

 

 

 

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

 

 

 

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 20		NE 1/4 of Section 31, T3S, R20E, M.D.M
		SE 1/4 of Section 31, T3S, R20E, M.D.M
		SW 1/4 of section 31, T3S, R20E, M.D.M
		3759 feet south and 1368 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 21		SE 1/4 of Section 31, T3S, R20E, M.D.M
		3794 feet south and 1332 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 52		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		5443 feet north and 2143 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 53		NE1/4 of Section 30, T3S, R20E, M.D.M
		SE 1/4 of Section 19, T3S, R20E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M.
		SW 1/4 of Section 19, T3S, R20E, M.D.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
		NE1/4 of Section 30, T3S, R20E, M.D.M
Troy 54		SE 1/4 of Section 19, T3S, R20E, M.D.M
		5394 feet north and 2134 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 55		NE 1/4 of Section 30, T3S, R20E, M.D.M
		NW 1/4 of Section 30, T3S, R20E, M.D.M
		4839 feet north and 2651 ffet 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 lode is N9°24'W to S9°24'E direction
Troy 60		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 21, T3S, R19E, M.D.M.
		SW 1/4 of Section 21, T3S, R19E, M.D.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
		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 62		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		459 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 63		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		459 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 64		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 21, T3S, R19E, M.D.M
		1059 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 65		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1059 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 66		SE 1/4 of Section 21, T3S, R19E, M.D.M
		SW 1/4 of Section 21, 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 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 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 70		NE1/4 of Section 28 T3S, R19E, M.D.M
		SE 1/4 of Section 21, T3S, R19E, M.D.M
		NW 1/4 of Section 28, T3S, R19E, M.D.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 load is from easterly to westerly direction
Troy 71		NE1/4 of Section 28 T3S, 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.
		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 load is from easterly to westerly direction
Troy 80		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1059 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 81		SE 1/4 of Section 22, T3S, R19E, M.D.M
		SW 1/4 of Section 22, T3S, R19E, M.D.M
		1053 feet south and 2053 feet east from the W 1/4 corner
		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
		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 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

 

 

 

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

 

 

 

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

 

 

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

 

 

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

 

 

 

The Mining Property, showing site buildings

 

 

 

 

Mining Property

 

 

 

 

 

 

 

 

Mining Property

 

 

 

 

 

 

 

 

Mine Shaft

 

 

 

 

 

Bunker

 

 

 

 

 

 

 

Main Road

 

 

 

 

 

  

 

Mine

 

 

 

 

 

 

 

Mill

 

 

 

 

 

 

Mill

 

 

 

 

 

 

Mill

 

 

 

 

 

 

 

Mill

 

 

 

 

 

 

Mill Building

 

 

 

 

 

  

 

Rock Face Inside the Mine Showing Ore

  

 

 

 

 

 

Bunker

 

 

 

 

 

Mine Map

Inside Mine

Inside Mine

  

 

 

 

 

 

Several Pictures Taken at the Mine Site late November 2019 Follow

 

 

 

 

 

 

 

 

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.

 

 

 

 

First Prototype of the GENESIS oxide System

 

 

 

 

First Industrial Scale GENESIS Refractory System

 

 

 

 

 

Our Growth Strategies

 

The Company is planning to reopen the mining properties it acquired from Troy in 2024 and to purchase the equipment necessary to start operations 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 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.

 

 

 

 

 

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

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 January 9, 2025, the last reported closing price of our Common Stock was $0.0006 per share.

 

Holders

 

As of January 9, 2025, the Company had 110 stockholders of record.

 

Dividends

 

No cash dividends have been paid on our shares of common stock during the fiscal years ended June 30, 2024 and 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 $90,182 as of June 30, 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 $28,582,704 and working capital of $(2,603,419) as of June 30, 2024, and a net loss of $2,354,047 most of which is a non cash expense. The Company used $262,104 of cash in operating activities for the year ended June 30, 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, 2024 and 2023

 

Operating expenses

General and administrative expenses were $96,803 for the year ended June 30, 2024, compared to $978,902 for the year ended June 30, 2023, a reduction of $882,099. The decrease is due to a reduction in filing fees and other expenses.

 

Professional fees were $39,548 for the year ended June 30, 2024, compared to $142,863 for the year ended June 30, 2023, a decrease of $103,315. Professional fees consist mainly of legal, accounting and audit expense. The decrease is primarily due to lower legal fees.

 

Consulting fees were $53,000 for the year ended June 30, 2024 compared to $1,168,729 for the year ended June 30, 2023, a reduction of $1,115,729. The decrease is because there were no shares 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, 2024, we had interest expense of $330,591 and a net loss on conversion of debt of $53,497 with a loss on conversion of preferred stock of $306,373 compared to interest expense of $360,502 and loss on conversion of debt of $166,799 and a loss on conversion of preferred stock of $1,033,119 for the year ended June 30, 2023. In addition, there was a loss on issuance of convertible debt of $840,251 in 2024 and $0 in 2023. There was a warrant expense of $691,234 in the year ended June 30, 2024 compared to $0 in 2023.

 

Net Loss

Net loss for the year ended June 30, 2024 was $2,354,047 compared to $11,170,257 for the year ended June 30, 2023.

 

 

   

Plan of Operations

 

We expect that working capital requirements will continue to be funded through borrowing from related parties and others..

 

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 $28,582,704 and negative working capital of $(2,603,419) as of June 30, 2024, and a net loss of $2,354,047 most of which is non cash expense. The Company used $262,104 of cash in operating activities for the year ended June 30, 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 $262,104 for the year ended June 30, 2024 as compared to the net cash used in operating activities of $461,573 for the year ended June 30, 2023. The reduction in net cash used in operating activities from 2024 to 2023 is because stock issued for services decreased during the year ended June 30, 2024.

 

Net cash provided by financing activities was $452,895 and $394,240 for the years ended June 30, 2024 and 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. 

 

 

 

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

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholder and the Board of Directors of

Star Alliance International, Inc.

 

OPINION ON THE FINANCIAL STATEMENTS

 

We have audited the accompanying balance sheet of Star Alliance International, Inc. (the “Company”) as of June 30, 2024 and 2023, and the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 3 of the financial statements, the Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are disclosed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

BASIS FOR OPINION

 

These financial 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.

 

We conducted our audit in accordance with the standards of the 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 audits, 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.

 

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. 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.

 

Critical Audit Matters

 

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 (1) relate to accounts or disclosures that are material to the financial statements and (2) 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

 

 

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

 

		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

 

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

  

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

 

  

		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

 

 

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

 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

 

Preferred Stock Series A

Preferred Stock Series B

Preferred Stock Series C

Preferred Stock Series D

Shares

Amount

Shares

Amount

Shares

Amount

Shares

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

96

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

51

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

 

   

		Common Stock								Additional Paid-in			Stock To Be				Stock Subscription				Accumulated
		Shares				Amount				Capital			Issued				Receivable				Deficit				Total
Balance, June 30, 2022			162,788,028			$	162,788			$	16,384,983		$	–			$	(50,000	)		$	(15,058,400	)		$1,442,462
Preferred stock sold for cash			–				–				230,931			–				–				–			231,199
Stock sold for cash			50,000				50				6,200			–				(6,250	)			–			–
Stock issued for services – related party			21,000,000				21,000				5,924,000			–				–				–			5,945,000
Preferred stock converted to common stock			22,099,722				22,101				1,035,298			–				–				–			1,057,088
Stock issued for conversion of debt			16,050,618				16,050				448,180			–				–				–			464,230
Stock issued for services			5,109,169				5,109				138,932			–				–				–			144,041
Warrants issued			–				–				24,092			–				–				–			24,092
Preferred dividends			–				–				(21,103	)		–				–				–			(21,103)
Net loss			–				–				–			–				–				(11,170,257	)		(11,170,257)
Balance, June 30, 2023			227,097,537			$	227,098			$	24,171,513		$	–			$	(56,250	)		$	(26,228,657	)		$ (1,883,248)
Preferred stock sold for cash			–				–				79,904			10,000				–				–			90,000
Common stock sold for cash			–				–				–			81,495				–				–			81,495
Preferred stock converted to common stock			189,968,342				189,967				102,780			–				–				–			292,582
Stock issued for conversion of debt			208,214,745				208,215				826,708			–				–				–			1,034,923
Stock issued for services			3,856				4				41,250			219				–				–			41,524
Forgiveness of related party debt			–				–				5,000			–				–				–			5,000
Warrants issued			–				–				700,884			–				–				–			700,884
Warrant exercise			29,052,629				29,053				(29,053	)		–				–				–
Net loss			–				–				–			–				–				(2,354,047	)		(2,354,047)
Balance, June 30, 2024			654,337,109			$	654,337			$	25,898,986		$	81,714			$	(56,250	)		$	(25,852,704	)		$ (1,990,887)

  

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

 

 

 

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENT OF CASH FLOWS

 

		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

 

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

 

 

STAR ALLIANCE INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2024

 

 

NOTE 1 – NATURE OF BUSINESS

 

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

 

NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

Basis of Presentation

The accompanying financial 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”).

 

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 expenses during the reporting period. Actual results could differ from those estimates.

 

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances 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”).

 

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2024 and 2023.

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended June 30, 2024.

 

Derivative Financial Instruments

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

 

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

 

F-6

 

 

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

  

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

 

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

Schedule of liabilities measured at fair value on a recurring basis
At June 30, 2024
Description		Level 1				Level 2				Level 3
Derivative		$	–			$	–			$	1,098,286
Total		$	–			$	–			$	1,098,286

 

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

   

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 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.

 

Stock-Based Compensation

In June 2018, the FASB issued ASU 2018-07, 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.

 

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s 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 near term. Tax benefits are recognized 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 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.

 

 

F-7

 

 

Recently Issued Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 - GOING CONCERN

 

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 $28,582,704 as of June 30, 2024. For the period ended June 30, 2024, the Company had a net loss of $2,354,047 and used $262,104 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and 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.

 

NOTE 4 – AGREEMENTS TO ACQUIRE

 

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

 

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

 

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

 

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

 

 

F-8

 

 

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

 

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

 

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

 

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

  

NOTE 5 – PROPERTY AND EQUIPMENT

 

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

 

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

 

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

 

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

Schedule of property, plant and equipment
		June 30, 2024				June 30, 2023
Mine Assets		$	450,000			$	450,000
Total		$	450,000			$	450,000

 

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

 

 

F-9

 

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

On August 1, 2019, the Company entered into and executed initial employment agreements with Richard Carey, John Baird and Anthony Anish. Each initial employment agreement provided that the initial term of the employment agreement has the term of 36 months starting from August 1, 2019, and continues until July 31, 2022. Thereafter, such employment agreement may be renewed upon mutual agreement of the parties. The employment agreement also may be terminated by each party upon 30 days’ notice to the other party, provided that in the event the Executive breaches his material obligations to the Company, the Company may terminate the executive employment immediately. Each executive agreement included the compensation for the executive, including the base and incentive salary.

 

On January 1, 2021, the Company amended the employment agreements with Richard Carey, CEO and Anthony Anish, CFO, which increased the base annual salaries for Mr. Carey from $120,000 per annum to $180,000 per annum, and for Mr. Anish from $60,000 per annum to $120,000 per annum. All other terms of the initial employment agreements with Mr. Carey and Mr. Anish remained unchanged.

 

On March 14, 2023, the Company renewed the employment agreements with Mr. Carey and Mr. Anish (the “New Employment Agreements”), stating that the effective date of the New Employment Agreement is August 1, 2022 and that they have the term of 36 months, the same as the terms of the initial employment agreements. Except for the compensation provisions, the New Employment Agreements contain the same provisions as the initial employment agreement for each executive.

 

Under the terms of the New Employment Agreement, Mr. Carey is entitled to receive the following compensation:

 

	·	For the period from August 1, 2022 to December 31, 2022, Mr. Carey received the base salary equal to $180,000;
	·	For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive the base salary equal to $240,000; and
	·	For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive the base salary equal to $270,000. In addition, Mr. Carey is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

 

Under the terms of the New Employment Agreement, Mr. Anish is entitled to receive s the following compensation:

 

	·	For the period from August 1, 2022 to December 31, 2022, Mr. Anish received the base salary equal to $120,000;
	·	For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive the base salary equal to $180,000; and
	·	For the period from August 1, 2024 to July 31, 2025, Mr. Anish will receive the base salary equal to $210,000. In addition, Mr. Anish is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.

 

On 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-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 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.

 

On August 15, 2022, the Company issued 5,000,000 shares of common stock to Anthony Anish, CFO and director, for services as CFO. 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, Mr. Carey agreed to give 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The loan is non-interest bearing and due on demand. In addition, the Company owes Mr. Carey funds for expense reimbursement. As of June 30, 2024, the Company owes Mr. Carey a total of $30,473.

 

On December 5, 2022, the Company issued 1,000,000 shares of common stock to Themis Caldwell, Director, for services. 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.

 

 

F-10

 

 

As of June 30, 2024 and 2023, the Company owes Themis Caldwell, a former Director, $16,709 and $2,500, respectively, for short-term advances used to pay for Company expenses. During the year ended June 30, 2024, Ms. Caldwell forgave a $5,000 accrual for rent expense arising from a prior rental agreement with the company. The $5,000 was credited to additional paid in capital.

 

As of June 30, 2024, the Company owes Mr. Anish, $3,464, for expense reimbursement.

 

NOTE 7 – NOTES PAYABLE

 

As of June 30, 2024 and June 30, 2023, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.

 

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 June 30, 2024 and June 30, 2023, there is $9,762 and $6,562, respectively, of accrued interest due on the note. The note is past due and the Company is in default under this note.

 

On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. The note bears interest at 10% and matures on January 31, 2024. In addition, as an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of June 30, 2024, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued.

 

As 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-interest bearing and due on demand.

 

NOTE 8 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

 

On March 28, 2022, the Company received short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $400,000 (the “Note”). The Note bears interest at a fixed rate of 10% per annum with all principal and interest due and was due on July 31, 2022. The Note is secured by a security interest and a lien on all equipment located at our Troy mine in Mariposa County, California. At the option of the investor, and at any time prior to the maturity date, the principal and interest owing under the Note may be converted into shares of our common stock at a conversion price equal to 50% of the lowest closing market price for our common stock during the five trading days preceding the conversion. On March 1, 2023, there was a $200,000 maturity penalty added to the balance of the note.

 

On February 27, 2023, the Company repaid $15,000 of the Note. On April 28, 2023, $75,000 of the Note was assigned to Rock Bay Partners (“Rock Bay”). Rock Bay has since converted $53,217 of the $75,000 into 61,104,000 shares of common stock.

 

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.

 

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

 

On February 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.

 

 

F-11

 

 

On May 10, 2023, the Company executed a 10% convertible promissory note with Keystone Capital Partners (“Keystone”) for $56,200. The note is convertible at a price per share equal to 90% of the average of the two lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.

 

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.

 

On February 5, 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.

 

On March 8, 2024, the Company executed a 10% convertible promissory note with Keystone Capital Partners (“Keystone”) for $29,412. The note is convertible at a price per share equal to 90% of the average of the two lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.

 

On April 11, 2024, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $38,889. 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. In addition, the Company issued Quick Capital warrants to purchase up to 3,888,888 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.01 per share and expire 5 five years from the date of issuance.

 

On May 24, 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.

 

The following table summarizes the convertible notes outstanding as of June 30, 2024:

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

_______________ 

(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.

 

 

F-12

 

 

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

Schedule of derivative liabilities
Balance at June 30, 2023		$	1,439,329
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

 

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2024, is as follows:

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

 

NOTE 9 – PREFERRED STOCK

 

Of the 25,000,000 shares of the Company's authorized Preferred Stock, $0.001 par value per share, 1,000,000 are designated Series A preferred stock, 1,900,000 shares are designated as Series B Preferred Stock and 1,000,000 shares are designated Series C preferred stock.

 

Series A Preferred Stock

Each Share of Series A preferred stock has 500 votes per share and each share can be converted into 500,000,000 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.

 

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 has one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.

 

On 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

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.

 

During the year ended June 30, 2023, the Company sold 268,200 shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.

 

 

F-13

 

 

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.

 

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.

 

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 held by Geneva Roth for $14,329. As of June 30, 2024, there were no shares of the Series C preferred stock outstanding.

 

Series D Preferred Stock

 On January 5, 2024, the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated and authorized for issuance.

 

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.

 

During the year ended June 30, 2024, the Company granted 50,964 shares of Series D preferred stock for services. The shares were valued at $0.81, the weighted average price of other Series D shares sold for cash, for total non-cash stock compensation of $41,524.

 

NOTE 10 – COMMON STOCK

 

During the year ended June 30, 2023, the Company sold 50,000 shares of common stock for total cash proceeds of $6,250. The funds have not been received as of June 30, 2023.

 

During the year 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.

 

During the year ended June 30, 2023, the Company issued 5,109,169 shares of common stock for services. The shares were valued at the closing price on the date of grant, for total non-cash expense of $144,041.

 

On March 15, 2023, pursuant to the terms Common Stock Purchase Agreement and a Registration Rights Agreement with Keystone Capital Partners, LLC (“Keystone”) the Company issued 1,000,000 commitment shares to Keystone. The shares were valued at $0.016, the price on the date of grant, for total non-cash expense of $16,000.

 

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

 

On January 18, 2024, the Company filed an amendment to its Articles of Incorporation, which increased the authorized common stock of the Company to 950,000,000 shares. These shares will primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt. 

 

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.

Schedule of changes and error corrections
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.

 

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 no 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.

 

 

 

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.

 

During 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%

  

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

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.

 

 

 

 

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)

 

 

 

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.

 

 

 

 

 

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: 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		January 14, 2025
Richard Carey		(Principal Executive Officer)
/s/ Anthony Anish		Chief Financial Officer, Corporate Secretary and Director		January 14, 2025
Anthony Anish		(Principal Financial and Accounting Officer)
/s/ Weverson Correia		Chief Executive Officer and Director		January 14, 2025
Weverson Correia
/s/ Franz Allmayer		Vice President Finance and Director		January 14, 2025
Franz Allmayer
/s/ Themis Glatman		Treasurer and Director		January 14, 2025
Themis Glatman
/s/ Fernando Godina		Vice President and Director		January 14, 2025
Fernando Godina
/s/ Bryan Cappelli		Director		January 14, 2025
Bryan Cappelli

 

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Richard Carey, certify that:

 

1.	I have reviewed this yearly report on Form 10-K 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 registrant as of, and for, the periods presented in this report;
4.	I am 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 over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 registrant’s disclosure controls and procedures and presented in this report my 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 registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ 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 registrant’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 registrant’s internal control over financial reporting.

 

Date: January 14, 2025
/s/ Richard Carey
Richard Carey
President/Chairman

(Principal Executive Office

EXHIBIT 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

I, Anthony L. Anish, certify that:

 

1.	I have reviewed this yearly report on Form 10-K 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 registrant as of, and for, the periods presented in this report;
4.	I am 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 over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 registrant’s disclosure controls and procedures and presented in this report my 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 registrant’ s internal control over financial reporting that occurred during the registrant’ s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’ s auditors and the audit committee of the registrant’ 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 registrant’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 registrant’s internal control over financial reporting.

 

Date: January 14, 2025
/s/ Anthony L. Anish
Anthony L. Anish
Chief Financial Officer

(Principal Financial and Accounting Officer)

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Star Alliance International Corp. (“the Company”) on Form 10-K for the year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date of hereof (the “Report”), we, Richard Carey, President and Chairman of the Company, and Anthony L. Anish, Chief Financial Officer, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

 

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

By:	/s/ Richard Carey
	Richard Carey
	President/Chairman
	(Principal Executive Officer)
Date: January 14, 2025
By:	/s/ Anthony L. Anish
	Anthony L. Anish
	Chief Financial Officer
	(Principal Financial Officer)
Date: January 14, 2025

v3.24.4

Cover - USD ($)	12 Months Ended
	Jun. 30, 2024	Jan. 14, 2025	Dec. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	333-197692
Entity Registrant Name	STAR ALLIANCE INTERNATIONAL CORP.
Entity Central Index Key	0001614556
Entity Tax Identification Number	37-1757067
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2900 West Sahara Avenue
Entity Address, Address Line Two	# 800
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	833
Local Phone Number	443-7827
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3,532,712
Entity Common Stock, Shares Outstanding		951,887,254
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Bush & Associates CPA LLC
Auditor Location	Henderson, Nevada
Auditor Firm ID	6797

v3.24.4

BALANCE SHEETS - USD ($)	Jun. 30, 2024	Jun. 30, 2023
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	0
Total Assets	704,714	994,423
Current liabilities:
Accounts payable	119,251	110,565
Cash overdraft	23,678	0
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):
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	0
Preferred stock to be issued	10,000	0
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
Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	0	0
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	1,000	1,000
Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	1,883	1,883
Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	0	165
Series D Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value	$ 147	$ 0

v3.24.4

BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Discount	$ 286,361	$ 113,754
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	950,000,000	950,000,000
Common stock, shares issued	654,337,109	227,097,537
Common stock, shares outstanding	654,337,109	227,097,537
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	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
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
Series C 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	0	163,950
Preferred stock, shares outstanding	0	163,950
Series D 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	146,964	0
Preferred stock, shares outstanding	146,964	0

v3.24.4

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
General and administrative	$ 96,803	$ 978,792
Professional fees	39,548	142,863
Consulting	53,000	1,168,729
Director compensation	0	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	0
Gain on conversion of debt	13,752	0
Loss on conversion of debt	(336,221)	(166,799)
Loss on conversion of preferred stock	(306,373)	(1,033,119)
Other expense	0	(25,000)
Impairment expense	(482,500)	0
Loss on issuance of convertible debt	(840,251)	0
Warrant expense	(691,234)	0
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	0	0
Net loss	$ (2,354,047)	$ (11,170,257)
Net loss per common share - basic	$ (0.00)	$ (0.06)
Net loss per common share - diluted	$ (0.00)	$ (0.06)
Weighted average common shares outstanding - basic	452,201,813	193,155,882
Weighted average common shares outstanding - diluted	452,201,813	193,155,882

v3.24.4

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Series A Preferred Stocks [Member]	Series B Preferred Stocks [Member]	Series C Preferred Stocks [Member]	Series D Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock To Be Issued [Member]	Stock Subscription Receivable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2022	$ 1,000	$ 1,883	$ 208		$ 162,788	$ 16,384,983		$ (50,000)	$ (15,058,400)	$ 1,442,462
Beginning balance, shares at Jun. 30, 2022	1,000,000	1,833,000	207,500		162,788,028
Preferred stock sold for cash			$ 268			230,931				231,199
Preferred stock sold for cash, shares			268,200
Stock issued for services, shares					5,109,169
Common stock sold for cash					$ 50	6,200		(6,250)
Stock sold for cash, shares					50,000
Stock issued for services – related party					$ 21,000	5,924,000				5,945,000
Stock issued for services - related party, shares					21,000,000
Preferred stock converted to common stock			$ (311)		$ 22,101	1,035,298				1,057,088
Preferred stock converted to common stock, shares			(311,750)		22,099,722
Stock issued for conversion of debt					$ 16,050	448,180				464,230
Stock issued for conversion of debt, shares					16,050,618
Stock issued for services					$ 5,109	138,932				144,041
Preferred dividends						(21,103)				(21,103)
Warrants issued						24,092				24,092
Preferred dividends						21,103				21,103
Net loss									(11,170,257)	(11,170,257)
Ending balance, value at Jun. 30, 2023	$ 1,000	$ 1,883	$ 165		$ 227,098	24,171,513		(56,250)	(26,228,657)	(1,883,248)
Ending balance, shares at Jun. 30, 2023	1,000,000	1,833,000	163,950		227,097,537
Preferred stock sold for cash				$ 96		79,904	10,000			90,000
Preferred stock sold for cash, shares				96,000
Stock issued for services, shares				50,964	3,856
Forgiveness of related party debt						5,000				5,000
Common stock sold for cash							81,495			81,495
Preferred stock converted to common stock			$ (165)		$ 189,967	102,780				292,582
Preferred stock converted to common stock, shares			(163,950)		189,968,342
Stock issued for conversion of debt					$ 208,215	826,708				1,034,923
Stock issued for conversion of debt, shares					208,214,745
Stock issued for services				51	$ 4	41,250	219			41,524
Preferred dividends
Warrants issued						700,884				700,884
Warrant exercise					$ 29,053	(29,053)
Warrant exercise, shares					29,052,629
Preferred dividends
Net loss									(2,354,047)	(2,354,047)
Ending balance, value at Jun. 30, 2024	$ 1,000	$ 1,883		$ 147	$ 654,337	$ 25,898,986	$ 81,714	$ (56,250)	$ (25,852,704)	$ (1,990,887)
Ending balance, shares at Jun. 30, 2024	1,000,000	1,833,000		146,964	654,337,109

v3.24.4

STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 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	0	1,813,854
Common stock issued for services - related party	0	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)	0
Gain on forgiveness of debt	(268,972)	0
Loss on issuance of convertible debt	840,251	0
Other expense	0	25,000
Warrant expense	691,234	0
Penalty expense related to convertible debt	34,879	200,000
Impairment expense	482,500	(0)
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	0	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)	0
Net cash provided by investing activities	(105,000)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft	23,678	0
(Payments) proceeds of borrowings from a related party	(2,009)	42,500
Proceeds from the sale of common stock	10,000	0
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)	0
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

v3.24.4

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (2,354,047)	$ (11,170,257)

v3.24.4

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.4

NATURE OF BUSINESS	12 Months Ended
	Jun. 30, 2024
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. 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.

v3.24.4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES	NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES   Basis of Presentation The accompanying financial 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”).   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 expenses during the reporting period. Actual results could differ from those estimates.   Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances 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”).   Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2024 and 2023.   Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended June 30, 2024.   Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.   Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.     Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.     Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.    The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.   The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: Schedule of liabilities measured at fair value on a recurring basis                   At June 30, 2024                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,098,286   Total   $ –     $ –     $ 1,098,286     At June 30, 2023                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,439,329   Total   $ –     $ –     $ 1,439,329       Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 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.   Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, 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.   Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s 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 near term. Tax benefits are recognized 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 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.   Recently Issued Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.4

GOING CONCERN	12 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 - GOING CONCERN   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 $28,582,704 as of June 30, 2024. For the period ended June 30, 2024, the Company had a net loss of $2,354,047 and used $262,104 of cash in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.   The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and 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.

v3.24.4

AGREEMENTS TO ACQUIRE	12 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
AGREEMENTS TO ACQUIRE	NOTE 4 – AGREEMENTS TO ACQUIRE   On December 15, 2021, the Company entered into that certain share purchase agreement (the “Commsa Purchase Agreement”) with Juan Lemus, the sole shareholder of Compania Minera Metalurgica Centro Americana, a Honduran Corporation (“Commsa”). The Commsa Purchase Agreement contemplated the acquisition by the Company of 51% of the share capital of Commsa, a newly-formed company, which has the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River, in consideration for $1,000,000 in cash and the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus (the “Commsa Acquisition”). In addition, the Company has agreed to provide up to $7,500,000 in working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. The Company did not meet its obligations for the consummation of the Commsa Acquisition by March 31, 2022, as set forth in the Commsa Purchase Agreement (it issued to Mr. Lemus only 200,000 shares of Common Stock and paid $75,000 toward the required $1,000,000 cash payment); however, the parties did not terminate the Share Purchase Agreement, intending that the Company would be able to obtain the necessary funding later and to consummate the acquisition of Commsa. No assets other than the cash paid and value of shares issued have been included on the Balance Sheet.   On August 14, 2023, the Company and Juan Lemus executed a first addendum to the Commsa Purchase Agreement which provided for the extension of the Company’s obligations to pay $1,000,000 in cash, the issuance of 5,000,000 shares of the Company’s common stock to Mr. Lemus and the payment of $7,500,000 in working capital until September 30, 2023. On September 28, 2023, the parties executed a second addendum that extended the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Commsa Purchase Agreement has expired.   On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Lion Works Purchase Agreement”) with Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, which contemplated the acquisition by the Company, as Buyer, from Mr. Lemus, as Seller, of 51% of the capital stock of Lion Works, including 51% of the intellectual property rights and know-how related to the Genesis extraction system (“Genesis”). The Lion Works Purchase Agreement superseded the terms of the binding Letter of Intent that the parties entered into on November 21, 2021. Pursuant to the terms of the Lion Works Purchase Agreement, the Company’s consideration for the acquisition of 51% of Lion Works consisted of the following:     · The total purchase price of $5,100,000 in cash, with the first minimum payment in the amount of $2,550,000 to be paid by September 30, 2023, and the remaining outstanding balance of $2,550,000 to be paid by September 30, 2024, within 12 months of the first payment.         · An additional 5,000,000 as a working capital toward the development of the Genesis plants, with $2,000,000 to be paid by July 31, 2023 and the remaining $3,000,000 to be paid by July 31, 2024, within 12 months of the first payment.         · Engagement of a patent attorney and payment for the cost of that patent attorney to prepare the patent application related to Genesis and to register that patent, provided that Lion Works will engage an expert to prepare a report on the Genesis system, to be used in this patent application.   The parties agreed that the closing of the transactions contemplated by the Lion Works Purchase Agreement will occur on or before March 19, 2023 or at such other time and place as the Buyer and the Seller may agree, provided that (i) the Seller receives the first tranche of working capital funds in the amount of $2,000 prior to the execution and delivery of (i) the paperwork necessary for the attorney to complete the patent submission, (ii) all documentation necessary for the buyer to market the Genesis program, (iii) any other document, certificate or instrument to consummate the transactions contemplated by the Lion Works Purchase Agreement.   On July 21, 2023, Juan Lemus and the Company executed a first addendum to the Lion Works Purchase Agreement, pursuant to which the Company’s obligations to pay $2,000,000 as working capital was extended until September 30, 2023. On September 28, 2023, the parties executed a second addendum extending the time of the Company’s payments from September 30, 2023 to December 31, 2023. The Company did not make the required payments by December 31, 2023, and this Lion Works Purchase Agreement has expired.   On 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 provided for the development and issuance of a Digital Gold Coin (“DGC”) by Knightsbridge, backed by the Company’s gold assets, provided that DGC will not be issued unless and until all the necessary paperwork required by the SEC and any other government agency were completed and timely filed; exploration of additional opportunities related to digital assets, equity and derivatives, to enhance the Company’s financial standing and growth; other consulting, advisory services by Knightsbridge in the Asian markets, in consideration for (a) issuance of 48,000,000 shares of the Company’s common stock; (b) 50,000 shares of the newly-designated Series D Convertible Preferred Stock, with the right to convert each share of Series D Convertible Preferred Stock to (500) common shares of Common Stock of the Company in 12 months; and (c) Ten (10) percent of the developed and issued DGC, will be retained by KG as payment for development and maintenance of the DGC developed for the Company.   As of the date of this Quarterly Report, Knightsbridge has concluded its research aimed at exploring the feasibility and potential benefits of issuing a gold-linked Digital asset. The Company has not issued any shares of its common stock or Series D preferred stock to Knightsbridge prior to the end of the quarter.

v3.24.4

PROPERTY AND EQUIPMENT	12 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT   Long lived assets, including property and equipment assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.   Property and equipment are first recorded at cost. Depreciation and is computed using the straight-line method over the estimated useful lives of the various classes of assets.   Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.   Assets stated at cost, less accumulated depreciation consisted of the following: Schedule of property, plant and equipment                 June 30, 2024     June 30, 2023   Mine Assets   $ 450,000     $ 450,000   Total   $ 450,000     $ 450,000     Once operations utilizing the property and equipment have begun, the Company will begin depreciation of the assets.

v3.24.4

RELATED PARTY TRANSACTIONS	12 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS   On August 1, 2019, the Company entered into and executed initial employment agreements with Richard Carey, John Baird and Anthony Anish. Each initial employment agreement provided that the initial term of the employment agreement has the term of 36 months starting from August 1, 2019, and continues until July 31, 2022. Thereafter, such employment agreement may be renewed upon mutual agreement of the parties. The employment agreement also may be terminated by each party upon 30 days’ notice to the other party, provided that in the event the Executive breaches his material obligations to the Company, the Company may terminate the executive employment immediately. Each executive agreement included the compensation for the executive, including the base and incentive salary.   On January 1, 2021, the Company amended the employment agreements with Richard Carey, CEO and Anthony Anish, CFO, which increased the base annual salaries for Mr. Carey from $120,000 per annum to $180,000 per annum, and for Mr. Anish from $60,000 per annum to $120,000 per annum. All other terms of the initial employment agreements with Mr. Carey and Mr. Anish remained unchanged.   On March 14, 2023, the Company renewed the employment agreements with Mr. Carey and Mr. Anish (the “New Employment Agreements”), stating that the effective date of the New Employment Agreement is August 1, 2022 and that they have the term of 36 months, the same as the terms of the initial employment agreements. Except for the compensation provisions, the New Employment Agreements contain the same provisions as the initial employment agreement for each executive.   Under the terms of the New Employment Agreement, Mr. Carey is entitled to receive the following compensation:     · For the period from August 1, 2022 to December 31, 2022, Mr. Carey received the base salary equal to $180,000;   · For the period from January 1, 2023 to July 31, 2024, Mr. Carey will receive the base salary equal to $240,000; and   · For the period from August 1, 2024 to July 31, 2025, Mr. Carey will receive the base salary equal to $270,000. In addition, Mr. Carey is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.   Under the terms of the New Employment Agreement, Mr. Anish is entitled to receive s the following compensation:     · For the period from August 1, 2022 to December 31, 2022, Mr. Anish received the base salary equal to $120,000;   · For the period from January 1, 2023 to July 31, 2024, Mr. Anish will receive the base salary equal to $180,000; and   · For the period from August 1, 2024 to July 31, 2025, Mr. Anish will receive the base salary equal to $210,000. In addition, Mr. Anish is entitled to receive an equity compensation, as to be determined by the Board of Directors of the Company.   On 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-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 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.   On August 15, 2022, the Company issued 5,000,000 shares of common stock to Anthony Anish, CFO and director, for services as CFO. 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, Mr. Carey agreed to give 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company. The loan is non-interest bearing and due on demand. In addition, the Company owes Mr. Carey funds for expense reimbursement. As of June 30, 2024, the Company owes Mr. Carey a total of $30,473.   On December 5, 2022, the Company issued 1,000,000 shares of common stock to Themis Caldwell, Director, for services. 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.   As of June 30, 2024 and 2023, the Company owes Themis Caldwell, a former Director, $16,709 and $2,500, respectively, for short-term advances used to pay for Company expenses. During the year ended June 30, 2024, Ms. Caldwell forgave a $5,000 accrual for rent expense arising from a prior rental agreement with the company. The $5,000 was credited to additional paid in capital.   As of June 30, 2024, the Company owes Mr. Anish, $3,464, for expense reimbursement.

v3.24.4

NOTES PAYABLE	12 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE   As of June 30, 2024 and June 30, 2023, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.   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 June 30, 2024 and June 30, 2023, there is $9,762 and $6,562, respectively, of accrued interest due on the note. The note is past due and the Company is in default under this note.   On November 16, 2023, the Company issued a promissory note for $85,000 to a third party. The note bears interest at 10% and matures on January 31, 2024. In addition, as an additional inducement to the lender for purchasing the Note, the Company will issue 100,000,000 shares of its common stock to the lender. These shares are being valued at the closing stock price on the date of grant with the relative fair value accounted for as a debt discount to be amortized over the term of the loan. As of June 30, 2024, the shares have not yet been issued and $71,495 is disclosed as common stock to be issued.   As 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-interest bearing and due on demand.

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY	12 Months Ended
	Jun. 30, 2024
Convertible Notes And Derivative Liability
CONVERTIBLE NOTES AND DERIVATIVE LIABILITY	NOTE 8 – CONVERTIBLE NOTES AND DERIVATIVE LIABILITY   On March 28, 2022, the Company received short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $400,000 (the “Note”). The Note bears interest at a fixed rate of 10% per annum with all principal and interest due and was due on July 31, 2022. The Note is secured by a security interest and a lien on all equipment located at our Troy mine in Mariposa County, California. At the option of the investor, and at any time prior to the maturity date, the principal and interest owing under the Note may be converted into shares of our common stock at a conversion price equal to 50% of the lowest closing market price for our common stock during the five trading days preceding the conversion. On March 1, 2023, there was a $200,000 maturity penalty added to the balance of the note.   On February 27, 2023, the Company repaid $15,000 of the Note. On April 28, 2023, $75,000 of the Note was assigned to Rock Bay Partners (“Rock Bay”). Rock Bay has since converted $53,217 of the $75,000 into 61,104,000 shares of common stock.   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.   On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $60,556. The note is convertible at the lessor of 1) $0.05, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. In addition, the Company issued Quick Capital warrants to purchase up to 1,211,111 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.05 per share and expire 5 five years from the date of issuance.   On February 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.   On May 10, 2023, the Company executed a 10% convertible promissory note with Keystone Capital Partners (“Keystone”) for $56,200. The note is convertible at a price per share equal to 90% of the average of the two lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.   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.   On February 5, 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.   On March 8, 2024, the Company executed a 10% convertible promissory note with Keystone Capital Partners (“Keystone”) for $29,412. The note is convertible at a price per share equal to 90% of the average of the two lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note.   On April 11, 2024, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”) for $38,889. 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. In addition, the Company issued Quick Capital warrants to purchase up to 3,888,888 shares of common stock. The Warrants are exercisable for shares of the Company’s common stock at a price of $0.01 per share and expire 5 five years from the date of issuance.   On May 24, 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.   The following table summarizes the convertible notes outstanding as of June 30, 2024: 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   _______________  (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.   A summary of the activity of the derivative liability for the notes above is as follows: Schedule of derivative liabilities       Balance at June 30, 2023   $ 1,439,329   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     A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2024, is as follows: 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

v3.24.4

PREFERRED STOCK	12 Months Ended
	Jun. 30, 2024
Equity [Abstract]
PREFERRED STOCK	NOTE 9 – PREFERRED STOCK   Of the 25,000,000 shares of the Company's authorized Preferred Stock, $0.001 par value per share, 1,000,000 are designated Series A preferred stock, 1,900,000 shares are designated as Series B Preferred Stock and 1,000,000 shares are designated Series C preferred stock.   Series A Preferred Stock Each Share of Series A preferred stock has 500 votes per share and each share can be converted into 500,000,000 shares of common stock. The holders of the Series A preferred stock are not entitled to dividends.   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 has one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.   On 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 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.   During the year ended June 30, 2023, the Company sold 268,200 shares of Series C to Geneva Roth Remark Holdings Inc for total proceeds of $268,200.   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.   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.   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 held by Geneva Roth for $14,329. As of June 30, 2024, there were no shares of the Series C preferred stock outstanding.   Series D Preferred Stock  On January 5, 2024, the Company filed the Certificate of Designation of Series D Convertible Preferred Stock with the Nevada Secretary of State (“Series D Stock”), pursuant to which 1,000,000 shares of Series D Stock were designated and authorized for issuance.   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.   During the year ended June 30, 2024, the Company granted 50,964 shares of Series D preferred stock for services. The shares were valued at $0.81, the weighted average price of other Series D shares sold for cash, for total non-cash stock compensation of $41,524.

v3.24.4

COMMON STOCK	12 Months Ended
	Jun. 30, 2024
Equity [Abstract]
COMMON STOCK	NOTE 10 – COMMON STOCK   During the year ended June 30, 2023, the Company sold 50,000 shares of common stock for total cash proceeds of $6,250. The funds have not been received as of June 30, 2023.   During the year 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.   During the year ended June 30, 2023, the Company issued 5,109,169 shares of common stock for services. The shares were valued at the closing price on the date of grant, for total non-cash expense of $144,041.   On March 15, 2023, pursuant to the terms Common Stock Purchase Agreement and a Registration Rights Agreement with Keystone Capital Partners, LLC (“Keystone”) the Company issued 1,000,000 commitment shares to Keystone. The shares were valued at $0.016, the price on the date of grant, for total non-cash expense of $16,000.   During the year ended June 30, 2023, Rock Bay converted $39,300 of its note payable into 7,000,000 shares of common stock.   On January 18, 2024, the Company filed an amendment to its Articles of Incorporation, which increased the authorized common stock of the Company to 950,000,000 shares. These shares will primarily be used for acquisitions and to complete the remaining conversions necessary to pay off the remaining debt.    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.   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.

v3.24.4

WARRANTS	12 Months Ended
	Jun. 30, 2024
Warrants
WARRANTS	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

v3.24.4

INCOME TAX	12 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAX	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.

v3.24.4

RESTATEMENT	12 Months Ended
	Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT	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. Schedule of changes and error corrections                         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                               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

v3.24.4

SUBSEQUENT EVENTS	12 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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.   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 no 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.

v3.24.4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Policies)	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial 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”).
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 expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances 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”).
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended June 30, 2024 and 2023.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended June 30, 2024.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:   Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.     Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.     Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.    The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable carrying value approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.   The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: Schedule of liabilities measured at fair value on a recurring basis                   At June 30, 2024                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,098,286   Total   $ –     $ –     $ 1,098,286     At June 30, 2023                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,439,329   Total   $ –     $ –     $ 1,439,329
Basic and Diluted Earnings Per Share	Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 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.
Stock-Based Compensation	Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, 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.
Income Taxes	Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s 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 near term. Tax benefits are recognized 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 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.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Tables)	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of liabilities measured at fair value on a recurring basis	Schedule of liabilities measured at fair value on a recurring basis                   At June 30, 2024                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,098,286   Total   $ –     $ –     $ 1,098,286     At June 30, 2023                   Description   Level 1     Level 2     Level 3   Derivative   $ –     $ –     $ 1,439,329   Total   $ –     $ –     $ 1,439,329

v3.24.4

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Schedule of property, plant and equipment                 June 30, 2024     June 30, 2023   Mine Assets   $ 450,000     $ 450,000   Total   $ 450,000     $ 450,000

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY (Tables)	12 Months Ended
	Jun. 30, 2024
Convertible Notes And Derivative Liability
Schedule of convertible notes	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   _______________  (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.
Schedule of derivative liabilities	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
Schedule of fair value assumptions	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

v3.24.4

WARRANTS (Tables)	12 Months Ended
	Jun. 30, 2024
Warrants
Schedule of warrants activity	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

v3.24.4

INCOME TAX (Tables)	12 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets	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   $ –     $ –

v3.24.4

RESTATEMENT (Tables)	12 Months Ended
	Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]
Schedule of changes and error corrections	Schedule of changes and error corrections                         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                               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

v3.24.4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	$ 0	$ 0
Fair Value, Inputs, Level 1 [Member] | Derivative [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 2 [Member] | Derivative [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	0	0
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	1,098,286	1,439,329
Fair Value, Inputs, Level 3 [Member] | Derivative [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative fair value	$ 1,098,286	$ 1,439,329

v3.24.4

SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	$ 0	$ 0

v3.24.4

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 28,582,704	$ 26,228,657
Net loss	2,354,047	11,170,257
Net Cash Provided by (Used in) Operating Activities	$ 262,104	$ 461,573

v3.24.4

AGREEMENTS TO ACQUIRE (Details Narrative) - USD ($)	Dec. 31, 2023	Mar. 19, 2023	Dec. 15, 2021	Jul. 21, 2023
Commsa Acquisition [Member] | Commsa Purchase Agreement [Member]
Business Acquisition [Line Items]
Acquisition percentage			51.00%
Payments to acquire business	$ 0
Commsa Acquisition [Member] | Share Purchase Agreement [Member] | Juan Lemus [Member]
Business Acquisition [Line Items]
Working capital				$ 2,000,000
Commsa [Member] | Share Purchase Agreement [Member] | Juan Lemus [Member]
Business Acquisition [Line Items]
Payments to acquire business			$ 1,000,000
Issued shares			5,000,000
Working capital			$ 7,500,000
Lion Works [Member] | Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
Purchase price in cash		$ 5,100,000
First minimum payment amount		2,550,000
Remaining outstanding balance		$ 2,550,000
Lion Works [Member] | Share Purchase Agreement [Member] | Juan Lemus [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
Lion Works [Member] | Share Purchase Agreement [Member] | Genesis [Member]
Business Acquisition [Line Items]
Acquisition percentage		51.00%
First minimum payment amount		$ 2,000,000
Remaining outstanding balance		$ 3,000,000
Invest additional share		5,000,000
Lion Works Purchase Agreement [Member]
Business Acquisition [Line Items]
Payments to acquire business	$ 0

v3.24.4

PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Mine Assets	$ 450,000	$ 450,000
Total	450,000	450,000
Mine Assets [Member]
Property, Plant and Equipment [Line Items]
Mine Assets	450,000	450,000
Total	$ 450,000	$ 450,000

v3.24.4

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						5 Months Ended	12 Months Ended			19 Months Ended
	Dec. 05, 2022	Nov. 17, 2022	Aug. 15, 2022	Jan. 02, 2021	Aug. 01, 2019	Dec. 31, 2022	Jul. 31, 2025	Jun. 30, 2024	Jun. 30, 2023	Jul. 31, 2024
Related Party Transaction [Line Items]
Non cash expenses								$ 41,524	$ 144,041
Bryan Cappelli [Member]
Related Party Transaction [Line Items]
Shares issued for services			5,000,000
Shares issued price per share			$ 0.289
Non cash expenses			$ 1,445,000
Weverson Correia [Member]
Related Party Transaction [Line Items]
Shares issued for services			5,000,000
Shares issued price per share			$ 0.289
Non cash expenses			$ 1,445,000
Anthony Anish [Member]
Related Party Transaction [Line Items]
Shares issued for services			5,000,000
Shares issued price per share			$ 0.289
Non cash expenses			$ 1,445,000
Richard Carey [Member]
Related Party Transaction [Line Items]
Debt conversion amount		$ 42,000
Note payable related party		$ 30,473
Themis Caldwell [Member]
Related Party Transaction [Line Items]
Shares issued for services	1,000,000
Shares issued price per share	$ 0.165
Non cash expenses	$ 165,000
Note payable related party								16,709	$ 2,500
Caldwell [Member]
Related Party Transaction [Line Items]
Rent expense								5,000
Richard Carey [Member]
Related Party Transaction [Line Items]
Annual base salary						$ 180,000	$ 270,000			$ 240,000
Anthony Anish [Member]
Related Party Transaction [Line Items]
Annual base salary						$ 120,000	$ 210,000			$ 180,000
Expense reimbursement								$ 3,464
Amended Employment Agreement [Member] | Richard Carey [Member]
Related Party Transaction [Line Items]
Annual base salary				$ 180,000	$ 120,000
Amended Employment Agreement [Member] | Anthony Anish [Member]
Related Party Transaction [Line Items]
Annual base salary				$ 120,000	$ 60,000

v3.24.4

NOTES PAYABLE (Details Narrative) - USD ($)	Nov. 16, 2023	Jun. 01, 2018	Jun. 30, 2024	Jun. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock to be issued			$ 81,714	$ 0
Other notes payable			217,851	127,400
Kok Chee Lee [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable			42,651	42,651
Former Secy Of Board [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt face amount		$ 32,000
Bears interest rate		5.00%
Debt maturity date		Dec. 01, 2018
Accrued interest			9,762	$ 6,562
Third Party [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt face amount	$ 85,000
Bears interest rate	10.00%
Debt maturity date	Jan. 31, 2024
Number of shares issued	100,000,000
Common stock to be issued			$ 71,495

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY (Details) - USD ($)		12 Months Ended
		Jun. 30, 2024	Jun. 30, 2023
Short-Term Debt [Line Items]
Beginning balance		$ 702,006
Additions		802,139
Conversions/payments		799,564
Ending balance		704,581
Ending balance		(286,361)	$ (113,754)
Ending balance		$ 418,220	$ 588,252
Private Investor [Member]
Short-Term Debt [Line Items]
Date		Mar. 28, 2022
Maturity date		Jul. 31, 2022
Interest rate		14.00%
Beginning balance		$ 510,000
Additions		0
Conversions/payments		(510,000)
Ending balance	[1]	$ 0
Quick Capital LLC [Member]
Short-Term Debt [Line Items]
Date		Feb. 07, 2023
Maturity date		Nov. 08, 2023
Interest rate		12.00%
Beginning balance		$ 60,556
Additions		14,088
Conversions/payments		(74,644)
Ending balance		$ 0
AES Capital Management LLC [Member]
Short-Term Debt [Line Items]
Date		Feb. 08, 2023
Maturity date		Feb. 07, 2024
Interest rate		10.00%
Beginning balance		$ 38,000
Additions		0
Conversions/payments		(38,000)
Ending balance		$ 0
Rock Bay Partners [Member]
Short-Term Debt [Line Items]
Interest rate		10.00%
Beginning balance		$ 35,700
Additions		0
Conversions/payments		(35,700)
Ending balance		$ 0
1800 Diagonal Lending LLC [Member]
Short-Term Debt [Line Items]
Date		Jun. 08, 2023
Maturity date		Mar. 08, 2024
Interest rate		9.00%
Beginning balance		$ 57,750
Additions		0
Conversions/payments	[2]	(57,750)
Ending balance		$ 0
1800 Diagonal Lending LLC 1 [Member]
Short-Term Debt [Line Items]
Date		Feb. 05, 2024
Maturity date		Nov. 15, 2024
Interest rate		15.00%
Beginning balance		$ 0
Additions		63,250
Conversions/payments	[3]	(32,720)
Ending balance		$ 30,530
Keystone Capital Partners [Member]
Short-Term Debt [Line Items]
Date		Mar. 08, 2024
Maturity date		Dec. 08, 2024
Interest rate		10.00%
Beginning balance		$ 0
Additions		29,412
Conversions/payments		0
Ending balance		$ 29,412
Quick Capital LLC 1 [Member]
Short-Term Debt [Line Items]
Date		Apr. 11, 2024
Maturity date		Jan. 11, 2024
Interest rate		12.00%
Beginning balance		$ 0
Additions		38,889
Conversions/payments		0
Ending balance		$ 38,889
AES Capital Management LLC 1 [Member]
Short-Term Debt [Line Items]
Date		May 06, 2024
Interest rate		10.00%
Beginning balance		$ 0
Additions		400,000
Conversions/payments		(50,750)
Ending balance	[1]	$ 349,250
AES Capital Management LLC 2 [Member]
Short-Term Debt [Line Items]
Date		May 24, 2024
Maturity date		May 24, 2025
Interest rate		10.00%
Beginning balance		$ 0
Additions		225,000
Conversions/payments		0
Ending balance		$ 225,000
AES Capital Management LLC 3 [Member]
Short-Term Debt [Line Items]
Date		May 24, 2024
Maturity date		May 24, 2025
Interest rate		4.00%
Beginning balance		$ 0
Additions		31,500
Conversions/payments		0
Ending balance		$ 31,500
[1] Note was purchased by and assigned to AES Capital Management, LLC. $110,000 of the note was forgiven. [2] This note was repaid in cash. [3] Cash payment.

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY (Details - Derivative liabilities)	12 Months Ended
	Jun. 30, 2024 USD ($)
Convertible Notes And Derivative Liability
Derivative liability, Beginning	$ 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 mark to market adjustment	994,629
Derivative liability, Ending	$ 1,098,286

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY (Details - Assumptions)	12 Months Ended
	Jun. 30, 2024
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.00294
Measurement Input, Share Price [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.015 – 0.42
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.0013 – 0.0024
Measurement Input, Conversion Price [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.015 – 0.2995
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	224.79% – 279.77%
Measurement Input, Price Volatility [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	265.91% – 381.28%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	5.1% - 5.33%
Measurement Input, Risk Free Interest Rate [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.59% – 5.12%
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value
Measurement Input, Discount Rate [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value
Measurement Input, Maturity [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.25 – 0.90
Measurement Input, Maturity [Member] | Initial Valuation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives determination of fair value	0.34 – 1

v3.24.4

CONVERTIBLE NOTES AND DERIVATIVE LIABILITY (Details Narrative) - USD ($)								12 Months Ended
	May 24, 2024	May 06, 2024	Apr. 11, 2024	Jan. 30, 2024	Apr. 28, 2023	Feb. 27, 2023	Feb. 07, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 08, 2024	Feb. 05, 2024	Jun. 08, 2023	May 10, 2023	Mar. 01, 2023	Feb. 08, 2023	Mar. 28, 2022
Debt Instrument [Line Items]
Repayment of notes payable								$ 12,800	$ 33,815
Convertible Secured Promissory Note [Member]
Debt Instrument [Line Items]
Debt face amount																$ 400,000
Maturity penalty														$ 200,000
Repayment of notes payable						$ 15,000
Rock Bay Partners [Member]
Debt Instrument [Line Items]
Debt face amount					$ 75,000
Debt converted, amount converted					$ 53,217
Debt converted, shares issued					61,104,000				7,000,000
AES Capital Management LLC [Member]
Debt Instrument [Line Items]
Debt face amount	$ 225,000	$ 510,000													$ 38,000
SPA Interest Due		148,648
Forgiven principal		$ 110,000
Debt conversion, description	In addition, as inducement for entering into the promissory note the Company executed an additional 4% convertible promissory note for $31,500.	AES has since converted $50,750 of the $400,000 and $181 of interest, into 29,020,370 shares of common stock.
Interest rate	10.00%														10.00%
Quick Capital LLC [Member]
Debt Instrument [Line Items]
Debt face amount			$ 38,889
Interest rate			12.00%				12.00%
Warrants issued, shares			3,888,888	115,241,870			1,211,111
Warrant exercise price			$ 0.01	$ 0.05			$ 0.05
Warrant term			5 years	5 years			5 years
Keystone [Member]
Debt Instrument [Line Items]
Debt face amount										$ 29,412			$ 56,200
Interest rate										10.00%			10.00%
1800 Diagonal [Member]
Debt Instrument [Line Items]
Debt face amount											$ 8,081	$ 57,750
Interest rate											15.00%	9.00%

v3.24.4

PREFERRED STOCK (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 05, 2024	Mar. 30, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized			25,000,000	25,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Issuance of preferred stock			$ 90,000	$ 231,200
Preferred stock outstanding			0	0
Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Loss on conversion of stock	$ 165,520		$ 306,373
Number of shares purchased	11,022
Number of value purchased	$ 14,329
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, shares designated			1,000,000
Preferred stock outstanding			1,000,000	1,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1,900,000	1,900,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, shares designated			1,900,000
Preferred stock outstanding			1,833,000	1,833,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, shares designated			1,000,000			1,000,000
Preferred stock, par value						$ 1.00
Preferred stock outstanding			0	163,950
Series C Preferred Stock [Member] | Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Stock issued			268,200
Issuance of preferred stock			$ 268,200
Conversion of stock, shares converted	77,790	75,138	152,928	311,750
Loss on conversion of stock		$ 140,853		$ 1,057,088
Common Stock [Member] | Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted			189,968,342
Conversion of stock, shares issued	136,597,058	53,371,284		22,099,722
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Preferred stock, shares designated					1,000,000
Issuance of preferred stock			$ 90,000
Preferred stock outstanding			146,964	0
Number of shares purchased			100,000
Preferred stock issued			4,000
Preferred stock to be issued			$ 10,000
Stock issued for services, shares			50,964
Share price			$ 0.81
Stock based compensation			$ 41,524

v3.24.4

COMMON STOCK (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Apr. 28, 2023	Mar. 15, 2023	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 24, 2024	May 06, 2024	Apr. 11, 2024	Jan. 18, 2024	Nov. 16, 2023	Feb. 08, 2023
Class of Stock [Line Items]
Issuance of common stock					$ 10,000	$ 0
Number of value issued for services					41,524	144,041
Number of value issued					$ 81,495
Common stock authorized					950,000,000	950,000,000				950,000,000
Common stock to be issued					$ 81,714	$ 0
Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Loss on conversion of stock			$ 165,520		306,373
Third Party [Member]
Class of Stock [Line Items]
Debt face amount											$ 85,000
Common stock to be issued					71,495
Fast Capital [Member]
Class of Stock [Line Items]
Conversion of debt, value						$ 115,000
Conversion of debt, shares						9,050,618
Rock Bay Partners [Member]
Class of Stock [Line Items]
Conversion of debt, value						$ 39,300
Conversion of debt, shares	61,104,000					7,000,000
Debt face amount	$ 75,000
Rock Bay Partners [Member] | Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value					$ 36,837
Conversion of debt, shares					54,104,000
Quick Capital LLC [Member]
Class of Stock [Line Items]
Debt face amount									$ 38,889
Quick Capital LLC [Member] | Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value					$ 74,644
Conversion of debt, shares					71,490,422
AES Capital Management LLC [Member]
Class of Stock [Line Items]
Debt face amount							$ 225,000	$ 510,000				$ 38,000
AES Capital Management LLC [Member] | Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value					$ 88,750
Conversion of debt, shares					56,573,374
Keystone Capital Partners [Member] | Note Payable [Member]
Class of Stock [Line Items]
Conversion of debt, value					$ 56,200
Conversion of debt, shares					26,046,949
Common Stock [Member]
Class of Stock [Line Items]
Issuance of common stock					$ 10,000
Common Stock [Member] | Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Conversion of stock, shares converted					189,968,342
Common Stock [Member] | Stock Sale [Member]
Class of Stock [Line Items]
Number of shares issued						50,000
Issuance of common stock						$ 6,250
Common Stock [Member] | Services [Member]
Class of Stock [Line Items]
Number of shares issued for services						5,109,169
Number of value issued for services						$ 144,041
Common Stock [Member] | Common Stock Purchase Agreement [Member] | Keystone [Member]
Class of Stock [Line Items]
Number of shares issued		1,000,000
Share price		$ 0.016
Number of value issued		$ 16,000
Series C Preferred Stock [Member] | Geneva Roth Remark Holdings [Member]
Class of Stock [Line Items]
Number of shares issued					268,200
Conversion of stock, shares converted			77,790	75,138	152,928	311,750
Loss on conversion of stock				$ 140,853		$ 1,057,088

v3.24.4

WARRANTS (Details) - Warrants [Member] - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding, beginning balance	1,211,111	0
Weighted average exercise price, beginning balance	$ 0.05	$ 0
Number of warrants, issued	119,130,758	1,211,111
Weighted average exercise price, issued	$ 0.05	$ 0.05
Weighted average remaining contract term, issued	5 years	5 years
Number of warrants, cancelled	0	0
Weighted average exercise price, cancelled	$ 0	$ 0
Number of warrants, exercised	(31,280,855)	0
Weighted average exercise price, exercised	$ 0	$ 0
Weighted average remaining contract term	4 years 7 months 2 days	2 years 3 months
Number of warrants outstanding, ending balance	89,061,014	1,211,111
Weighted average exercise price, ending balance	$ 0.05	$ 0.05
Intrinsic value	$ 5,512,547

v3.24.4

WARRANTS (Details Narrative) - USD ($)				12 Months Ended
	Apr. 11, 2024	Jan. 30, 2024	Feb. 07, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Fair value adjustment of warrants				$ 691,234	$ 0
Quick Capital LLC [Member]
Debt Instrument [Line Items]
Warrants issued, shares	3,888,888	115,241,870	1,211,111
Warrant exercise price	$ 0.01	$ 0.05	$ 0.05
Fair value adjustment of warrants	$ 9,649	$ 691,234	$ 24,092
Warrant term	5 years	5 years	5 years

v3.24.4

INCOME TAX (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 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	$ 0	$ 0

v3.24.4

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
U.S. federal income tax rate	21.00%
Net operating loss carryforward	$ 991,300
Tax benefit	$ 0	$ 0

v3.24.4

RESTATEMENT (Details) - USD ($)		12 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jan. 18, 2024	Jun. 30, 2022
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
Total Assets		704,714	994,423
Current Liabilities:
Accounts payable		119,251	110,565
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		418,220	588,252
Convertible notes payable, net of discount			105,354
Derivative liability		1,098,286	1,439,329
Total current liabilities		$ 2,695,601	$ 2,877,671
Stockholders’ Equity (Deficit):
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, $0.001 par value, 950,000,000 shares authorized, 227,097,537 shares issued and outstanding		$ 654,337	$ 227,098
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares authorized		950,000,000	950,000,000	950,000,000
Common stock, shares issued		654,337,109	227,097,537
Common stock, shares outstanding		654,337,109	227,097,537
Additional paid-in capital		$ 25,898,986	$ 24,171,513
Stock subscription receivable		(56,250)	(56,250)
Accumulated deficit		(28,582,704)	(26,228,657)
Total stockholders' deficit		(1,990,887)	(1,883,248)		$ 1,442,462
Total liabilities and stockholders' deficit		704,714	994,423
Operating Expenses:
General and administrative		96,803	978,792
Professional fees		39,548	142,863
Consulting		53,000	1,168,729
Director compensation		0	3,211,400
Officer compensation		420,000	3,100,500
Total operating expense		609,351	8,602,284
Loss from Operations		(609,351)	(8,602,284)
Other expense:
Interest expense		(330,591)	(360,502)
Change in fair value of derivative		994,629	(782,553)
Loss on conversion of debt		(336,221)	(166,799)
Loss on conversion of preferred stock		(306,373)	(1,033,119)
Other expense		0	(25,000)
Penalty expense related to convertible debt		(34,879)	(200,000)
Total other expense		(1,744,696)	(2,567,973)
Net loss		$ (2,354,047)	$ (11,170,257)
Net loss per common share - basic		$ (0.00)	$ (0.06)
Net loss per common share - diluted		$ (0.00)	$ (0.06)
Weighted average common shares outstanding - basic		452,201,813	193,155,882
Weighted average common shares outstanding - diluted		452,201,813	193,155,882
Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value		$ 0	$ 0
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit):
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	1,000,000
Preferred stock, shares outstanding		1,000,000	1,000,000
Preferred stock, value		$ 1,000	$ 1,000
Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit):
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
Preferred stock, value		$ 1,883	$ 1,883
Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares issued		0	163,950
Preferred stock, shares outstanding		0	163,950
Preferred stock, value		$ 0	$ 165
Previously Reported [Member]
Current Assets:
Cash			4,391
Prepaids and other assets			482,500
Total Current Assets			486,891
Property and equipment			450,000
Mining claims			57,532
Total Assets			994,423
Current Liabilities:
Accounts payable			110,565
Accrued interest			75,681
Due to related parties			55,654
Accrued compensation			346,060
Notes payable			202,051
Convertible notes payable			396,652
Derivative liability			1,010,145
Total current liabilities			2,196,808
Stockholders’ Equity (Deficit):
Common stock, $0.001 par value, 950,000,000 shares authorized, 227,097,537 shares issued and outstanding			227,098
Additional paid-in capital			24,171,513
Stock subscription receivable			(56,250)
Accumulated deficit			(25,547,794)
Total stockholders' deficit			(1,202,385)
Total liabilities and stockholders' deficit			994,423
Operating Expenses:
General and administrative			978,792
Professional fees			142,863
Consulting			1,168,729
Director compensation			3,211,400
Officer compensation			3,100,500
Total operating expense			8,602,284
Loss from Operations			(8,602,284)
Other expense:
Interest expense			(308,823)
Change in fair value of derivative			(353,369)
Loss on conversion of debt			(166,799)
Loss on conversion of preferred stock			(1,033,119)
Other expense			(25,000)
Penalty expense related to convertible debt			0
Total other expense			(1,887,110)
Net loss			$ (10,489,394)
Net loss per common share - basic			$ (0.05)
Net loss per common share - diluted			$ (0.05)
Weighted average common shares outstanding - basic			193,155,882
Weighted average common shares outstanding - diluted			193,155,882
Previously Reported [Member] | Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			$ 0
Previously Reported [Member] | Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			1,000
Previously Reported [Member] | Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			165
Revision of Prior Period, Adjustment [Member]
Current Assets:
Cash			0
Prepaids and other assets			0
Total Current Assets			0
Property and equipment			0
Mining claims			0
Total Assets			0
Current Liabilities:
Accounts payable
Accrued interest			48,879
Accrued interest	[1]		48,879
Due to related parties			0
Accrued compensation			0
Notes payable	[1]		11,200
Convertible notes payable	[1]		191,600
Derivative liability	[2]		429,184
Total current liabilities			680,863
Stockholders’ Equity (Deficit):
Common stock, $0.001 par value, 950,000,000 shares authorized, 227,097,537 shares issued and outstanding			0
Additional paid-in capital			0
Stock subscription receivable			0
Accumulated deficit			(680,863)
Total stockholders' deficit			(680,863)
Total liabilities and stockholders' deficit			0
Operating Expenses:
General and administrative			0
Professional fees			0
Consulting			0
Director compensation			0
Officer compensation			0
Total operating expense			0
Loss from Operations			0
Other expense:
Interest expense			(51,679)
Interest expense	[1]		(51,679)
Change in fair value of derivative	[2]		(429,184)
Loss on conversion of debt			0
Loss on conversion of preferred stock			0
Other expense			0
Penalty expense related to convertible debt			0
Total other expense			(680,863)
Net loss			$ (680,863)
Net loss per common share - basic			$ (0.01)
Net loss per common share - diluted			$ (0.01)
Weighted average common shares outstanding - basic			0
Weighted average common shares outstanding - diluted			0
Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			$ 0
Revision of Prior Period, Adjustment [Member] | Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			0
Revision of Prior Period, Adjustment [Member] | Series B Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			0
Revision of Prior Period, Adjustment [Member] | Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit):
Preferred stock, value			$ 0
[1] – Adjustments to correct interest related to additional debt balances. [2] – Adjustments to correctly account for the derivative

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