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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended June 30, 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

 (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

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

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

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

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.

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

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

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

 ANNUAL REPORT ON FORM 10-K

 For the Fiscal Year Ended June 30, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 5 3

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits

 Item 16

 Form 10-K Summary

 Signatures

 6 7

 i

 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.

 ii

 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)
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

 3568 feet north and 1822 feet west from the SE corner of

 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

 2228 feet north and 649 feet west from the SE corner of

 Troy 3

 1797 feet north and 1067 feet west from the SE corner of

 Troy 4

 SE 1/4 of Section 29, T3S, R20E, M.D.M

 1797 feet north and 1067 feet west from the SE corner of

 Troy 5

 323 feet north and 407 feet west from the SE corner of

 Troy 6

 108 feet south and 825 feet west from the SE corner of

 Troy 7

 SW 1/4 of Section 29, T3S, R20E, M.D.M

 288 feet north and 371 feet west from the SE corner of

 Troy 8

 143 feet north and 789 feet west from the SE corner of

 Troy 9

 1187 feet south and 289 feet east from the SE corner of

 Troy 10

 2035 feet south and 302 feet east from the SE corner of

 Troy 11

 SW 1/4 of Section 32, T3S, R20E, M.D.M

 2070 feet south and 338 feet east from the SE corner of

 Troy 12

 SE 1/4 of Section 31, t3S, R20E, M.D.M

 2466 feet south and 116 feet west from the SE corner of

 Troy 13

 SW 1/4 of Section 32, T3S, R20E, M.D.M

 2501 feet south and 80 feet west from the SE corner of

 Troy 14

 NE 1/4 of Section 31, T3S, R20E, M.D.M

 2897 feet south and 533 feet west of the SE corner of

 troy 15

 SW 1/4 of Section 32, T3S, R20E, M.D.M

 2932 feet south and 497 feet west of the SE corner of

 Troy 16

 NE 1/4 of Section 31, T3S, R20E, M.D.M

 3238 feet south and 951 feet west from the SE corner of

 Troy 17

 SW 1/4 of Section 32, T3S, R20E, M.D.M

 3363 feet south and 915 feet west from the SE corner of

 Troy 19

 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

 Troy 20

 NE 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

 Troy 21

 3794 feet south and 1332 feet west from the SE corner of

 Troy 48

 NE 1/4 of Section 19, T3S, R20E, M.D.M

 8493 feet north and 2633 feet west from the southeast corner

 Troy 49

 NE1/4 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

 Troy 50

 NE1/4 of Section 19, T3S, R20E, M.D.M

 8354 feet north and 2625 feet west from the southeast corner

 Troy 51

 NE1/4 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

 Troy 52

 5443 feet north and 2143 feet west from the southeast corner

 Troy 53

 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

 Troy 54

 5394 feet north and 2134 feet west from the Southeast corner

 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

 Troy 60

 NE1/4 of Section 21 T3S, R19E, M.D.M

 NW 1/4 of Section 21, T3S, R19E, M.D.M.

 141 feet north and 997 feet west from the W 1/4 corner

 Troy 61

 NE1/4 of Section 21 T3S, R19E, M.D.M

 NW 1/4 of Section 22, T3S, R19E, M.D.M.

 141 feet north and 947 feet west from the W 1/4 corner

 Troy 62

 459 feet south and 997 feet west from the W 1/4 corner

 Troy 63

 459 feet south and 947 feet west from the W 1/4 corner

 Troy 64

 1059 feet south and 997 feet west from the W 1/4 corner

 Troy 65

 1059 feet south and 997 feet west from the W 1/4 corner

 Troy 66

 1659 feet south and 997 feet west from the W 1/4 corner

 Troy 67

 1659 feet south and 997 feet west from the W 1/4 corner

 Troy 68

 2259 feet south and 997 feet west from the W 1/4 corner

 Troy 69

 2259 feet south and 947 feet west from the W 1/4 corner

 Troy 70

 NE1/4 of Section 28 T3S, R19E, M.D.M

 NW 1/4 of Section 28, T3S, R19E, M.D.M.

 2859 feet south and 947 feet west from the W 1/4 corner

 Troy 71

 NE1/4 of Section 28 T3S, R19E, M.D.M

 NW 1/4 of Section 27, T3S, R19E, M.D.M.

 2859 feet south and 947 feet west from the W 1/4 corner

 Troy 80

 1059 feet south and 2003 feet east from the w 1/4 corner of

 section 22, T3S, R16E, M.D.B.M

 Troy 81

 1053 feet south and 2053 feet east from the W 1/4 corner

 section 22, T3S, R19E, M.D.B.M

 Troy 82

 1659 feet south and 2003 feet east from the W 1/4 corner of

 Section 22, T3S, R16E, M.D.B.M

 Troy 83

 1659 feet south and 2053 feet east from the W 1/4 corner of

 Troy 84

 2259 feet south and 2003 feet east from the W 1/4 corner of

 Troy 85

 2259 feet south and 2053 feet east from the W 1/4 corenre of

 Troy 86

 NW 1/4 of Section 27, T3S, R19E, M.D.M

 2859 feet south and 2003 feet east from the W 1/4 corner of

 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

 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

 Troy 91

 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

 Troy 93

 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

 Troy 95

 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

 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

 Troy 98

 459 feet south and 5003 feet east from the W 1/4 corner of

 Troy 99

 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

 Troy 100

 1059 feet south and 5003 feet east from the W 1/4 corner of

 Troy 101

 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

 Troy 102

 1659 feet south and 5003 feet east from the W 1/4 corner of

 Troy 103

 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

 Troy 104

 2259 feet south and 5003 feet east from the W 1/4 corner of

 Troy 105

 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

 Troy 106

 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

 Troy 107

 2859 feet south and 5053 feet east from the W 1/4 corner of

 Troy 108

 3459 feet south and 5003 feet east from the W 1/4 corner of

 Troy 109

 3459 feet south and 5053 feet east from the W 1/4 corner of

 Troy 110

 4059 feet south and 4428 feet east from the W 1/4 corner of

 Troy 111

 NE 1/4 of Section 27, T3S, R19E, M.D.M

 4059 feet south and 6503 feet east from the W 1/4 corner of

 Triy 112

 4659 feet south and 3553 feet east from the W 1/4 corner of

 Troy 113

 NE 1/4 of Section 27, T3S, R19E, M.D.M

 4659 feet south and 6503 feet east from the W 1/4 corner of

 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

 Troy 115

 NE 1/4 of Section 27, T3S, R19E, M.D.M

 SE 1/4 of Section 27, 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

 Troy 116

 NE 1/4 of Section 26, T3S, R19E, M.D.M

 2859 feet south and 6553 feet east from the W 1/4 corner of

 Troy 117

 NE 1/4 of Section 26, TS, R19E, M.D.M

 3459 feet south and 6553 feet east from the W 1/4 corner of

 Troy 118

 NE 1/4 of Section 26, TS, R19E, M.D.M

 4059 feet south and 6553 feet east from the W 1/4 corner of

 Troy 121

 459 feet south and 8003 feet east from the W 1/4 corner of

 Troy 122

 1059 feet south and 8003 feet east from the W 1/4 corner of

 Troy 123

 1659 feet south and 8003 feet east from the W 1/4 corner of

 Troy 124

 2259 feet south and 8003 feet east from the W 1/4 corner of

 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

 1C. Cybersecurity

 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

 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.

Company issued 5,000,000 shares of common stock to Fernando Godina, for services as a director.

Company issued 5,000,000 shares of common stock to Bryan Cappelli for his services as a director.

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

 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

 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

 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

 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

 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

 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

 Balance Sheets as of June 30, 2023 and 2022

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

 Statements of Changes in Stockholders' Deficit for the Years Ended June 30, 2023 and 2022

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

 Notes to the Financial Statements

 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

 PCAOB ID Number 6797

 F- 1

 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

 Mining claims

 57,532

 57,532

 Prepaid for investment

 105,000

 –

 Total Assets

 $
 704,714

 $

 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

 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

 –

 Series D preferred stock, $ 0.001 par value, 1,000,000 shares authorized, 146,964 and 0 shares issued and outstanding, respectively

 –

 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

)

)

 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

 $

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

 F- 2

 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
)

)

 Provision for income taxes

 –

 –

 $
 ( 2,354,047
)

 $
)

 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.

 F- 3

 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

 Balance, June 30, 2022

 $
 1,000

 1,833,000

 $
 1,883

 207,500

 $

 –

 $
 –

 Preferred stock sold for cash

 –

 –

 –

 –

 268,200

 –

 –

 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

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants issued

 –

 –

 –

 –

 –

 –

 –

 –

 Preferred dividends

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, June 30, 2023

 $
 1,000

 1,833,000

 $
 1,883

 163,950

 $

 –

 $
 –

 Preferred stock sold for cash

 –

 –

 –

 –

 –

 –

 96,000

 Common stock sold for cash

 –

 –

 –

 –

 –

 –

 –

 –

 Preferred stock converted to common stock

 –

 –

 –

 –

 ( 163,950
)

 ( 165
)

 –

 –

 Stock issued for conversion of debt

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 50,964

 Forgiveness of related party debt

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants issued

 –

 –

 –

 –

 –

 –

 –

 –

 Preferred dividends

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, June 30, 2024

 $
 1,000

 1,833,000

 $
 1,883

 –

 $
 –

 146,964

 $

 Additional
 Paid-in

 Stock To Be

 Stock Subscription

 Accumulated

 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

 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

 5,109,169

 5,109

 138,932

 –

 –

 –

 144,041

 Warrants issued

 –

 –

 24,092

 –

 –

 –

 24,092

 Preferred dividends

 –

 –

 ( 21,103
)

 –

 –

 –

 ( 21,103)

 –

 –

 –

 –

 –

)

 ( 11,170,257)

 Balance, June 30, 2023

 227,097,537

 $
 227,098

 $
 24,171,513

 $
 –

 $
)

 $
 ( 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

 3,856

 41,250

 –

 –

 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
)

 –

 –

 –

 –

 –

 –

 –

 –

 ( 2,354,047
)

 ( 2,354,047)

 Balance, June 30, 2024

 654,337,109

 $
 654,337

 $
 25,898,986

 $
 81,714

 $
)

 $
 ( 25,852,704
)

 $ ( 1,990,887)

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

 F- 4

 STATEMENT OF CASH FLOWS

 For the Years Ended
 June 30,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
 ( 2,354,047
)

 $
)

 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

 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.

 F- 5

 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

 $
 –

 $
 –

 $

 Total

 $
 –

 $
 –

 $

 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 no t 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 no t 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

 $

 $

 Total

 $

 $

 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

 $

 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. A s 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

 –

 Mining claims

 57,532

 –

 57,532

 Total Assets

 $

 $
 –

 $

 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)

 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

 –

 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

)

 –

)

 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

 $

 $
 –

 $

 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
)

 $
 ( 10,489,394
)

 ( 680,863
)

 $
)

 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:

 Themis Glatman

 Bryan Cappelli and

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

 Anthony Anish was appointed as CEO.

 F- 18

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

 None.

 Item 9A. Controls and Procedures

 Management's Conclusions Regarding Effectiveness
of Disclosure Controls and Procedures

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

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

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

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

 Management's Report on Internal Control
over Financial Reporting

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

 The Company's lack of segregation of duties.

 Lack of an audit committee and independent directors

 Management has not established appropriate and rigorous procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

 We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented.

 Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

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

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

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

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

 Changes in Internal Controls

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

 Item 9B. Other Information

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

 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.

 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

 Chief Executive Officer, Co Chairman of the Board

 Anthony L. Anish

 Chief Financial officer, Company Secretary, Director

 Chief Executive Officer, Director

 Bryan Cappelli

 Director

 Vice President Finance, Director

 Themis Glatman

 Treasurer, Director

 Vice President, Board member

 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, 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 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).

– 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$

 2023

 210,000

 210,000

 Chairman

 2022

 180,000

 180,000

 Anthony L. Anish

 2023

 150,000

 1,445,000

 1,445,000

 CFO and Co. Secretary

 2022

 120,000

 550,000

 120,000

 2023

 772,500

 772,500

 CEO

 2022

 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

 $

 165,000

 2022

 $

 1,400,000

 Bryan Cappelli

 2022

 5,000,000

 $

 1,445,000

 2021

 2022

 2021

 2023

 5,000,000

 $

 1,445,000

 2022

 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

 57,265,500

 18.583%

 Anthony L. Anish

 10,000,000

 3.245%

 5,500,000

 1.785%

 250,000

 0.008%

 Themis Gladman

 3,000,000

 0.974%

 Bryan Cappelli

 5,000,000

 1.623%

 5,552,000

 1.802%

 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.

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.

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.

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.

 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 *

 101.SCH *

 101.CAL *

 101.DEF *

 101.LAB *

 101.PRE *

 ______________

 *

 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

 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

 (Principal Executive Officer)

 /s/ Anthony Anish

 Chief Financial Officer, Corporate Secretary and Director

 Anthony Anish

 (Principal Financial and Accounting Officer)

 /s/ Weverson Correia

 Chief Executive Officer and Director

 /s/ Franz Allmayer

 Vice President Finance and Director

 /s/ Themis Glatman

 Treasurer and Director

 Themis Glatman

 /s/ Fernando Godina

 Vice President and Director

 /s/ Bryan Cappelli

 Director

 Bryan Cappelli