Table of Contents

As filed with the Securities and Exchange Commission on August 14, 2020June 15, 2023

Registration No. 333-197692

333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Star Alliance International Corp.STAR ALLIANCE INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Star Alliance International Corp.

5743 Corsa Avenue Suite 218

Westlake Village, CA91362

310-571-0020

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

with copy to

Mark Crone, Esq.

Joe Laxague, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, NY 10710
Telephone: (775) 234-5221

jlaxague@cronelawgroup.com

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

5743 Corsa Avenue, Suite 218

Westlake Village, CA 91362

833-443-7827

(Name, address, including zip code, and telephone number, including area code,Approximate Date of agent for service)

Copies to:

Michael H. Hoffman

Law Offices of Michael H. Hoffman

1521 Alton Road, # 284

Miami beach, FL 33139

541.357.7157

michael@myseclawyer.com

Approximate date of commencementCommencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement is declared effective.Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x.☒

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

If this formForm is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”file,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

⁽¹⁾ Estimated solelyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for the purpose of calculating the registration feecomplying with any new or revised financial accounting standards provided pursuant to Rule 457(a).

⁽²⁾ Estimated solely for the purpose of computing the amountSection 13(a) of the registration fee pursuant to Rule 457(a) under the SecuritiesExchange Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 or until thisthe registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Sectionsection 8(a), may determine.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $1.00 per share.

SUBJECT TO COMPLETION, DATED August ____, 2020.

The information contained in this prospectus is not complete and may be changed. We may not sellA registration statement relating to these securities until the registration statementhas been filed with the Securities and Exchange Commission isand these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and we areit is not soliciting offersan offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Star Alliance International Corp.

STAR ALLIANCE INTERNATIONAL CORP.

12,500,000 SharesUp to 71,000,000 shares of Common Stock

This prospectus will also allow usrelates to issuethe offer and sale, from time to time, of up to 12,500,000an aggregate of 71,000,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”) of Star Alliance International Corp., a Nevada corporation (the “Company”), to be offered by the selling stockholder, Keystone Capital Partners, LLC (“Keystone” or “Selling Stockholder”) identified in this prospectus. We are registering the offer and sale of the Shares by the Selling Stockholder to satisfy registration rights we have granted to the Selling Stockholder under Common Stock Purchase Agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), each dated March 15, 2023.

The Selling Stockholder may sell the Shares of Common Stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell its shares (“Shares”of Common Stock in the section titled “Plan of Distribution.” The Selling Stockholder has informed us that it does not have any agreement or “Securities”) in our initial public offeringunderstanding, directly or indirectly, with a maximum 180 day offering period ending February ____, 2021. Theany person to distribute the Common Stock.

All net proceeds from the sale or other disposition of the shares of Common Stock sold by the companySelling Stockholder covered by this prospectus will be available for usego to the Selling Stockholder. The Company will not realize any proceeds from sales by the company. In addition, selling shareholders may sell up to 26,597,834 shares at $1.00 per share and none of these proceeds will be available to the Company. The securities being registered in this offering may be illiquid because they are only quoted on OTC Markets and no market for these securities may develop. The issuer will sell the common stock being registered in this offering at a fixed price of $1.00 per share. The company’s shares are quoted on the OTC Markets.

⁽¹⁾ There are no offering expenses which are relative to the number of shares being sold.Selling Stockholder.

The CompanySelling Stockholder is an “emerging growth company,”underwriter within the meaning of the Securities Act of 1933, as definedamended (the “Securities Act”), and any broker-dealers or agents that are involved in selling the Jumpstart Our Business StartupsShares may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder will pay all underwriting discounts and selling commissions relating to the sale of these shares. We have agreed to pay the legal, accounting, printing, and other expenses related to the registration of the resale of the Shares.

Our Independent Registered Public Accounting Firm has raised substantial doubts aboutCommon Stock is traded on the OTC Pink Market under the symbol “STAL”. On June 14, 2023, the last reported sale price of our ability to continue as a going concern.Common Stock was $0.0102 per share.

This offering is a best efforts self-underwritten offering where the officers and directors will be selling the securities and relying on the safe harbor provisions under Rule 3a-1 of the Exchange Act of 1934.

We are not a blank check company and have no plans or intentions to engageInvesting in a business combination following this offering.

There is a $1,000 minimum purchase, the offering will terminate upon reaching the maximum proceeds, and the funds will be held in a separate account by the company but it is not a formal escrow or trust account therefor such funds may be available to creditors of the Company.

The securities offered in this prospectus involveour Common Stock involves a high degree of risk. YouThe trading volume in our stock has been limited. Before making any investment in our securities, you should read and carefully consider risks described in the risk factors“Risk Factors” section beginning on page 3 before purchasing our common stock.7 of this prospectus.

NeitherYou should rely only on the Securities and Exchange Commission norinformation contained in this prospectus or any state securities commission has approvedprospectus supplement or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationamendment thereto. We have not authorized anyone to the contrary is a criminal offense.provide you with different information.

The date of this prospectus is August____, 2020.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated __________, 2023

TABLE OF CONTENTS

Unless otherwise specified, the information in this prospectus is set forth as of August 14, 2020, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

About This Prospectus

This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). You should read this prospectus and the information and documents incorporated herein by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the Selling Stockholder named herein have authorized anyone to provide you with information different from, or in addition to, that contained in or incorporated by reference into this prospectus. This prospectus is an offer to sell only the securities offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference into this prospectus is current only as of their respective dates or on the date or dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

If required, each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholder to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below before buying any of the securities offered.

As used in this prospectus, unless otherwise designated, the terms “we,” “us,” “our,” the “Company,” and “our company” refer to Star Alliance International Corp. a Nevada corporation.

Unless otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

The followingThis summary highlights selectedsome information from this prospectus, and it may not contain all the information that is important to you. To understandmaking an investment decision. This summary is not complete and does not contain all of the information that should be considered before investing in our business and this offering fully, youCommon Stock. Potential investors should read thisthe entire prospectus carefully, including the more detailed information regarding our business provided below, the risks of purchasing our Common Stock discussed under the “Risk Factors” section, and our financial statements and the relatedaccompanying notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to Star Alliance International Corp. See Cautionary Note Regarding Forward Looking Statements on page 8.the financial statements.

Our CompanyOverview

We are an early-stage company in the business of acquiring gold mining and other mining properties worldwide and environmentally safe and other new technologies both in mining and other business areas. As of the date of this prospectus, we have not commenced our mining operations or other business activities. We anticipate starting our mining operations in the third quarter of 2023.

The Company was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the lawsname Asteriko Corp.” Our prior business plan, which generated limited or no earnings, included interior decorating products, and a travel and tourism service. Following the change of control transaction, on May 14, 2018, when our current Chairman, President and director, Richard Carey, acquired approximately 62.15% ownership of the StateCompany, the Company developed its new business plan, focusing on the acquisition and development of Nevada. On January 6, 2017 the Boardgold mining as well as certain other mining properties and acquisition of Directors adopted an Amendment to its Articlesother business with significant patented and changed the name to Star Alliance International Corp on January 10, 2017. The Company is an emerging growth companyenvironmentally safe technologies both in mining and our auditors have issued a going concern opinion.other business areas.

Business StrategyOn August 13, 2019, the Company acquired its first assets, 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. 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 newly-designated Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022.

On January 1, 2022, the Company acquired 51% of the capital stock of Compania Minera Metalurgica Centro Americana (Commsa), a Honduran Corporation, pursuant to the share exchange agreement dated December 15, 2021 between the Company and Commsa’s sole shareholder, Juan Lemus (the “Share Exchange Agreement”), 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. 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. As the result of this acquisition, the Company now owns the mining rights to five operating mines that run along a 12.5-mile stretch of the Rio Jalan River that are being prepared for production. As of the date of this prospectus, the Company is not in compliance with its obligations under the Share Exchange Agreement, since it issued to Mr. Lemus only 200,000 shares of its Common Stock and paid only $75,000 toward the required $1,000,000 cash payment.

On February 7, 2023, the Company issued a 12% convertible promissory note to Quick Capital LLC (“Quick Capital”). 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 Capital Management, LLC (“AES”). 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 AES elects to convert all or part of the Note.

Recent Developments

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 (the “RRA”) 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:

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 Commitment Shares (as defined below) and to provide Keystone with certain registration rights with respect to the Commitment Shares in accordance with the terms of the Purchase Agreement. The Commitment Shares include (i) 1,000,000 shares of its Common Stock issued to Keystone on the date of the execution of the Purchase Agreement, (b) 500,000 shares of the Company’s Common Stock to be issued to Keystone on the date this initial Registration Statement will be declared effective, and (c) 2,274,588 additional 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.

The Company hasshares of Common Stock that may be issued to Keystone pursuant to the Purchase Notices and the Commitment Shares, were issued and will be issued pursuant to an agreementexemption 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.

We also entered into the Registration Rights Agreement with Keystone, pursuant to which, we have filed this Initial Registration Statement, , which includes this prospectus, with the principalsSEC relating to Keystone’s resale of Troy Mining Corporation,any shares of Common Stock it purchased under the Purchase Agreement, including the Commitment Shares we issued and will issue, taking into account the limitation pursuant to Rule 415 under the Securities Act, with respect to the maximum number of the Registrable Securities that may be covered by this Initial Registration Statement. The effectiveness of this Initial Registration Statement is a Nevadacondition 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.

If all 71,000,000 shares offered in this Initial Registration Statement pursuant to this prospectus were sold, they would represent approximately 24.9 % of the total number of shares of our Common Stock outstanding as of the date of this prospectus. Issuance of the shares in this offering will not affect the rights or privileges of our existing stockholders except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuances. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any issuances of shares of our Common Stock to the Selling Stockholder.

Acquisition of 51% of Lion Works and Genesis

On March 19, 2023, the Company entered into and executed a share purchase agreement (the “Share Purchase Agreement”) with Lion Works Advertising, SA, a Guatemalan corporation (“Lion Works”) and Juan Lemus, the sole shareholder of Lion Works, pursuant to which it acquired from Mr. Lemus 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 and executed by the parties on November 21, 2021. Pursuant to the terms of the Share Purchase Agreement, Genesis will be managed by a new company, in which the Company will own 51% interest, with paid claimsthe remaining 49% interest to be owned by Juan Lemus. The Company’s title and rights to Genesis are subject to the satisfaction of the following obligations:

To secure the Company’s obligations under the Share Purchase Agreement, Juan Lemus placed the lien on approximately 4800 acres consistingthe 51% of 78 claimsthe Company’s capital stock in Lion Works and, surrounding propertiesupon formation of a new company, that lien will be placed on the Company’s ownership in exchange for cash and stock per an agreement executed on June 11, 2019.that newly formed subsidiary. Such lien shall continue until the Company performs all its obligations under the Share Purchase Agreement, which subjects the Company to the risk of losing its title to Genesis in the event of breach of its obligations set forth in the Share Purchase Agreement.

Corporate Information

Our principal executive offices are located at 5743 Corsa Avenue Suite 218, Westlake Village, CA 91362.

Our telephone number is 833-443-7827.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups ActEmployees

The Company shall continue to be deemed an emerging growth company until the earliest of—

‘(A) the last daycurrently has two employees, its President and Chairman, Richard Carey, Anthony Anish, Chief Financial Officer, and Corporate Secretary. The management of the fiscal year ofCompany expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commissiondecision whether or not to reflect the changeacquire or participate in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’

As an emerging growth company, the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.specific business opportunities.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.SUMMARY OF THE OFFERING

As an emerging growth company, the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out(1) As of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Offering

This prospectus covers up to 39,097,834 of which 12,500,000 common shares are to be sold by the company at a price of $1.00 per share in a direct public offering.

June 15, 2023.

ABOUT THIS OFFERING

RISK FACTORS

An investmentInvesting in our common stock is highly speculative,Common Stock involves a high degree of risk, and should be made only by investors who can afford a complete loss. Yourisk. Before investing in our Common Stock, you should carefully consider the following risk factors, together withrisks described below, as well as the other information in this prospectus, Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus, including our consolidated financial statements and the related notes before you decide to buy our common stock.notes. If any of the following risks actually occur, ourthe business, financial condition or results of operations of the Company could be materially adversely affected, the tradingmarket price of our common stock couldthe Common Stock would likely decline, and you mayinvestors could lose all or parta portion of yourtheir investment therein..

Risks RelatingRelated to our Business and Industry.

Risks Related to the Early Stage of our Company

We are at a veryan early operational stage company and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy isand our business operations are in a very early stage. Our business and operations should be considered to be verythe early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

OWe haveur financial situation creates doubt whether we will continue as a very limited operating history and our business plan is unproven and may not be successful.going concern.

Our company was formed on April 17, 2014 but weSince inception, the Company has incurred significant operating losses and has a working capital deficit and accrued liabilities. The financial statements have not yet begun full scale operations. We have not licensed or sold any products commerciallybeen prepared assuming that the Company will continue as a going concern and, accordingly, do not haveinclude any definitive agreementsadjustments that might result from the outcome of this uncertainty. The Company’s existing operational cash flow is not sufficient to do so. We have not provenfund presently anticipated operations, and the Company will need to raise additional funds through alternative sources of financing. The Company also has contractual obligations to various parties to make cash payments timely. As of the date of this prospectus, the Company is in default with its obligations under the Share Exchange Agreement in connection with its purchase of 51% of Commsa. It also has obligations to pay $2,000,000 by July 31, 2023 with respect to “Genesis” program it just acquired and the outstanding. There is no assurance that our business modelthe Company will allow usbe able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable on terms acceptable to us. There can be no assurances that we will ever be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements and to pay our contractual obligations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with a profit. The Company has not generated any revenue at this time.

We have suffered operating losses since inception andconsequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to achieve profitability.

We had an accumulated deficit of ($2,410,918) as of March 31, 2020 and we expect to continue to incur significant set up expenses inaccomplish our goals. These factors, among others, raise substantial doubt about the foreseeable future related to the completion of development and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

Our Auditors have expressed concerns about ourCompany’s ability to continue operatingas a going concern. If the Company is unable to obtain sufficient funding, our business,

Our auditors have issued going concern opinions in the audits prospects, financial condition and it is possible thatresults of operations will be materially and adversely affected, and we may not be able to raise enough funds to operate the business. Furthermore, if we are unable to raise at least 25% of the offering we may not succeed in operating and getting into business at all.continue as a going concern.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund set up and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for the development of competitive technology by others. Because our common stock is listed on the OTC Market,Markets, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

We expect to raise additional capital during 2020 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth effectively could place strainscause our business to suffer and will have an adverse effect on our managerial, operational and financial resources and could adversely affect our businesscondition and operating results.

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results. To manage our growth effectively, we must continually evaluate and evolve our business and manage our employees, operations, finances, technology and development, and capital investments efficiently. Our efficiency, productivity and the quality of our business may be adversely impacted if we fail to appropriately coordinate across our business operations. Additionally, rapid growth has placed, and is expected to continue tomay place a strain on our managerial,resources, infrastructure, and ability to maintain the quality of our production. If and when our structure becomes more complex as we add additional staff, we will need to improve our operational, financial and financial resources. Further, ifmanagement controls as well as our reporting systems and procedures. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating revenues.

If our business grows, we will be required to manage multiple relationships. Any further growth by us, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

Risks Relating to Our Business

IF WE DO NOT OBTAIN SUBSTANTIAL NEW FINANCING, INCLUDING THE FINANCING SOUGHT IN THIS OFFERING, OUR BUSINESS MAY FAIL.

We have not yet commenced active operations and have not generated any revenue to date. Our business plan calls for investments related to its asset purchase agreement with Troy Mining Corporation as more fully detailed in the Appendix to this Memorandum, see Appendix – Asset Purchase Agreement with Troy Mining Corporation, page 95. Also, our business plan calls for certain basic general and administrative expenses. Based upon the finalization of an NI 43-101 on the Troy mine, the Company may choose to issue a bond to cover capital costs for enhancing production.

Accordingly, we anticipate seeking such subsequent financing through a future offering of debt securities to be secured by the Star Alliance International Corp. assets and other collateral as discussed more fully herein. Although we have interest by several underwriters of debt securities, we do not, at this time, have any firm arrangements for this additional financing. We may not be able to obtain additional financing when required or in the amount and on terms which would be feasible for us.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

The Company has conducted no substantial business activities to date. We have no history of ongoing operations, and substantial funding and additional work will be required to actualize the potential of the Star Alliance International Corp. mining properties and have a successful commercial operation. As a result, we have no way to evaluate the likelihood that we will be able to operate the business successfully on an ongoing basis. We have not earned any revenues as of the date of this Memorandum, and thus face a high risk of business failure.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN THE MINING BUSINESS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

Potential investors should be aware of the difficulties normally encountered by new mining companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development and commercial operation of mineral properties that we plan to undertake. These potential problems include, butplans are not limited to, unanticipated problems relating to mineral extraction, and additional costs and expenses that may exceed current estimates. The commercial production of minerals may also involve numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position. In addition, there is no assurance that the expenditures made by us in the acquisition of Troy will result in profitable operations.

BECAUSE WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR EARNING REVENUES, WE MAY NEVER ACHIEVE PROFITABILITY.

Prior to commencing commercial production on mining leases acquired with the purchase of Troy, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur continuing and significant losses during our preparations for beginning commercial production. As a result of expenditures and losses we must incur to begin production, we may exhaust all of our resources before we are able to begin producing significant revenues. If we are unable to generate significant revenues from the mining leases acquired from Troy in a timely fashion,successful, we may not be able to earn profits or continue operations as a going concern and our shareholders may lose their entire investment in the long term. If we are unsuccessful in addressing these risks, our business will most likely fail.us.

IF WE ARE UNABLE TO SUCCESSFULLY COMPETE WITHIN THE MINING BUSINESS, WE WILL NOT BE ABLE TO ACHIEVE PROFITABLE OPERATIONS.

The mining business is highly competitive. This industry has a multitude of competitors and no small number of competitors dominates this industry with respect to any of the production of minerals. Many of our competitors have greater financial resources than us. As a result, we may experience difficulty competing with other businesses when conducting development and mining activities.

BECAUSE OF FACTORS BEYOND OUR CONTROL WHICH COULD AFFECT THE PROFITABILITY OF GOLD MINING, WE MAY EXPERIENCE DIFFICULTY GENERATING SIGNIFICANT PROFITS.

Numerous factors beyond our control may affect the profitability of our planned mining operations. These factors include market fluctuations, the proximity and capacity of minerals 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. These factors could inhibit our ability to sell minerals in the event that commercial amounts of minerals are found.

IF WE ARE UNABLE TO MANAGE GROWTH, OUR OPERATIONS COULD BE ADVERSELY AFFECTED.

Our business plan calls for quickly re-opening the Troy mine and actualize commercial production from the mine. Our progress is expected to require the full utilization of our management, financial and other resources. 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. There can be no assurance that management will be able to manage growth effectively. However, our current plan calls for retaining the current successful mine management team for this upgrade inand adding experienced personnel to the team to enable us to meet our production expansion plan.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Our failure to properly manage our planned rapid transition to fully active mining operations at the California mining properties could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, and our cash flow and results of operations. In addition, we may not have sufficient working capital to fund the expansion of our operations and to provide the working capital necessary for our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. Therefore, our future operations may be adversely impacted.

IF WE ARE UNABLE TO STAKE ADDITIONAL CLAIMS, OUR OPERATIONS COULD BE ADVERSELY AFFECTED.Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.

We acquired intellectual property rights related to Genesis, which is critical to our success, and we attempt to protect such intellectual property with registered and common law trademarks, restrictions on disclosure and other actions to prevent infringement. However, there can be no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some or all of our intellectual property rights, our business may be materially adversely affected.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate intellectual property rights held by third parties. We have not but in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. There could also be existing intellectual property of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of intellectual property purportedly relating to some aspect of our technology or business, if any such holders exist, would not seek to enforce such intellectual property against us in the United States, or any other jurisdictions. We could be required to participate in interference proceedings involving issued patents and pending applications of another entity. The cost to us of any such proceeding could be substantial. An adverse outcome in an interference proceeding could require us to cease using the technology, substantially modify it or to license rights from prevailing third parties. In addition, third parties may, in the future, assert other intellectual property infringement claims against us with respect to our services and technologies. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own.

Our future acquisitions and capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse effects on our operations.

All our recent acquisitions resulted in the issuance of equity securities by the Company, and we are planning more acquisitions in the near future which will require the Company to issue equity securities. Also, we may raise additional capital by issuing equity securities or debt instruments. The issuance of additional shares of common stock in future acquisitions or subsequent offerings for the will result in immediate and substantial dilution to our existing shareholders. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our shareholders. Furthermore, if we offer to sell our shares of common stock in subsequent offerings for the purchase price that is less than the purchase price of shares of common stock offered pursuant to this prospectus, this may impact the value of equity securities of out existing shareholders. In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once such shares are eligible for sale.

Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

We do not have an audit, compensation, or nominating and corporate governance committee. The functions such committees would perform are performed by the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as a result adversely affect the liquidity of our common stock.

Since our management beneficially owns substantial voting power, their interests may differ from the interests of our other shareholders, which could cause a material decline in the value of our shares.

As of the date of this Initial Registration Statement, our officers and directors beneficially own approximately 41.2% of shares of Common Stock. In addition, our Chairman and President owns 1,000,000 shares of Series A Preferred Stock, which vote with the common stock as if each share of Series A Preferred Stock had been converted into 500 shares of common stock. Accordingly, management beneficially controls most of the voting stock of the Company. As a result, management has significant influence on determining the outcome of any matters submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. This ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination that may be in the best interest of the Company. Without the consent of management, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interest of management may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. We cannot assure you that management will act in our best interests given management’s ability to control a significant majority of our voting shares.

Risks Related to Our Business

Mining and Exploration activities involve a high degree of risk.

When we commence operations on our mining properties, we will be subject to all the hazards and risks normally encountered in the mining of and exploration for deposits of gold and other minerals. These hazards and risks include, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

The parameters that would be used at our properties in estimating possible mining and processing efficiencies would be based on the testing and experience our management has acquired in operations elsewhere. Various unforeseen conditions can occur that may materially affect estimates based on those parameters. In particular, past mining operations with respect to gold mining properties we acquired from Troy indicate that proper steps are taken to ensure that the underground mining operations are executed as planned. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties that could lead to failure of the operation. When we are ready to re-open mining properties we acquired from Troy and build a gold mining operation based on existing or additional deposits of gold mineralization that may be discovered and proven, we plan callsto process the resource using Genesis innovative technology, where plants can be placed in customer mining sites including mining sites we acquired from Troy. This green, environmentally friendly, process, extracts up to 98% of the gold ore from the rock. Furthermore, the process takes no more than 24 hours which is considerably shorter than the 40 to 120 days’ other leaching processes take. We believe that this technology will be very efficient, however it may not be as economical, as we anticipate, and we may never achieve profitability. Furthermore, this project will require us to invest up to $5,000,000 with respect to using the “Genesis” ore extraction process. We may also lose our title to Genesis if we do not perform all of our obligations under the Share Purchase Agreement, as a lien was placed on the Company’s 51% ownership, which will be later placed on our ownership in the new company that will own Genesis.

Growing production costs could affect our financial condition.

We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make extraction at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.

Shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development and production operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of reaching production.

We may be adversely affected by a fluctuation and potential decrease in gold prices.

The value and price of our securities, our financial results, and our exploration activities may be significantly adversely affected by declines in the price of gold and other precious metals. Gold prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the relative value of the United States dollar against foreign currencies on the world market, global and regional supply and demand for quickly staking currently availablegold, and the political and economic conditions of gold producing countries throughout the world. The price for gold fluctuates in response to many factors beyond anyone’s ability to predict. The prices that would be used in making any economic assessment estimates of mineralized material on our properties would be disclosed and would probably differ from daily prices quoted in the news media. Percentage changes in the price of gold cannot be directly related to any estimated resource quantities at any of our properties, as they are affected by a number of additional claims that comprisedfactors. For example, a ten percent change in the original AT&E property. Thisprice of gold may have little impact on any estimated quantities of commercially viable mineralized mining properties we acquired from Troy and in Honduras and would affect only the resultant cash flow. Because any future mining at these properties would occur over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons, including a belief that a low price of gold is temporary and/or that a greater expense would be incurred in temporarily or permanently closing a mine there. In addition to adversely affecting any of our mineralized material estimates and its financial aspects, declining metal prices may not occur and could adversely affectimpact our operations by requiring a reassessment of the Company.commercial feasibility of a particular project. Such a reassessment may be the result of a management decision related to a particular event, such as a cave-in of a mine tunnel or open pit wall. Even if any of our projects may ultimately be determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in establishing operations or may interrupt on-going operations, if any, until the reassessment can be completed.

RISKS RELATED TO LEGAL UNCERTAINTY

BECAUSE WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATIONS, WHICH MAY CHANGE, THE ANTICIPATED COSTS OF OUR EXPLORATION PROGRAM MAY INCREASE.

Government regulation may adversely affect our business and planned operations.

ThereOur mining activities are severalsubject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local residents and other matters in the United States. New rules and regulations may be enacted or existing rules and regulations may be applied in a manner that could limit or curtail exploration at our mining properties in California and Honduras. The economics of any potential mining operation on our properties would be particularly sensitive to changes in the tax regimes.

Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future extraction or production costs, or could result in abandonment or delays in establishing operations at our mining properties in California and Honduras.

Our activities are subject to environmental laws and regulation that may materially adversely affect our future operations, in which case our operations could be suspended or terminated.

We are subject to a variety of federal, state and local statutes, rules and regulations in connection with our exploration activities. We are required to obtain various governmental permits to conduct exploration at and development of our property. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous federal, state and local agencies. The duration and success of each permitting effort is contingent upon many variables not within our control. In the context of permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on our business, plans of operation, and property in that we may not be able to proceed with our exploration programs. Compliance with statutory environmental quality requirements may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially restrictand adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.

Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploitation. We mayexploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that we become subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on our financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Federal legislation and regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management (“BLM”), Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, and legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act, have a direct bearing on U.S. exploration and mining operations within the United States. These regulations will make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain. Plans of operation will be required to obtain work permits, post bondsinclude detailed baseline environmental information and perform remediation workaddress how detailed reclamation performance standards will be met. In addition, all activities for any physical disturbancewhich plans of operation are required will be subject to review by the land in order to comply with these regulations. While our business plan budgets for regulatory compliance, there isBLM, which must make a riskfinding that new regulations could increase our costs of doing business, prevent us from fully executing on our plan of operations, and make compliance with new regulations unduly burdensome.

RISKS RELATED TO OUR COMMON AND PREFERRED STOCK

IF A SECONDARY MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

Although currently there is no public market for our securities the Company has an over the counter (OTC) symbol, "STAL" and as of the date of this PPM, it has filed with the SEC its 10-K filing for the period ending June 30, 2019 and has filed its 10-Qs for the periods ending September 30, 2019, December 31, 2019 and March 31, 2020 and its shares are trading under the stock symbol “STAL”. However, if a public trading market for our common stock is not developed in the future, purchasers of the common stock may have difficulty selling their securities should they desire to do so, and purchasers of our common stock may lose their entire investment if they are unable to sell our securities.

BECAUSE WE DO NOT EXPECT TO PAY DIVIDENDS UNTIL SUCH TIME AS IT IS PRACTICABLE, INVESTORS SEEKING CASH DIVIDENDS SHOULD NOT PURCHASE OUR COMMON STOCK.

We have never declaredconditions, practices or paid any cash dividends on our common stock. We intend to retain future earnings, if any, to finance the expansion of our business to an optimum efficiency and scale. As a result, weactivities do not anticipate paying any cash dividends until such metrics are achieved. Thereafter, payment of any dividends willcause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be at the discretion of our board of directors after considering various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.effectively mitigated.

BECAUSE PURCHASERS IN THIS OFFERING WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE NET TANGIBLE BOOK VALUE OF THEIR COMMON STOCK, YOU MAY EXPERIENCE DIFFICULTY RECOVERING THE VALUE OF YOUR INVESTMENT.U.S. federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations. Although some mines continue to be approved in the United States, the process is increasingly cumbersome, time-consuming, and expensive, and the cost and uncertainty associated with the permitting process could have a material effect on exploring and mining our properties. Compliance with statutory environmental quality requirements described above may require significant capital investments, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, state, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely.

PurchasersOur mining properties in California include federal lands, and, therefore we need to file plans of our securities in this offering will experience immediate and substantial dilution inoperations with the net tangible book value of their common stockBLM. We also could be subject to obtaining watercourse diversion permits from the initial public offering price. DilutionU.S. Army Corp of Engineers. There may also be regulations in net tangible book value per share represents the difference between the amount per share paid by purchasersHonduras and Guatemala that we are not aware of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering. The dilution experienced by investors in this offering will result in a net tangible book value per shareor that is less than the offering price of $1.00 per share. Such dilution may depress the value of the company’s common stock and make it more difficult to recover the value of your investment in a timely manner should you chose to sell your shares.might change without notice.

IF WE UNDERTAKE FUTURE OFFERINGS OF OUR COMMON STOCK, PURCHASERS IN THIS OFFERING WILL EXPERIENCE DILUTION OF THEIR OWNERSHIP PERCENTAGE.

Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold. In the future, weLand reclamation requirements for our properties may be required to seek additional equity funding in the form of private or public offerings of our common stock. In the event that we undertake subsequent offerings of common stock, your ownership percentage, voting power as a common shareholder,burdensome and earnings per share, if any, will be proportionately diluted. This may, in turn, result in a substantial decrease in the per-share value of your common stock 

Risks Relating to our Stock

The Offering price of $1.00 per Share is arbitrary.expensive.

The Offering priceAlthough variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of $1.00 per Share has been arbitrarily determined byland disturbance.

Reclamation may include requirements to:

In order to carry out reclamation obligations imposed on us in connection with our managementpotential development activities, we must allocate financial resources that might otherwise be spent on further exploration and does not bear any relationshipdevelopment programs. If we are required to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.carry out unanticipated reclamation work, our financial position could be adversely affected.

We have no firm commitmentsFuture legislation and administrative changes to purchase any shares.the mining laws could prevent us from exploring and operating our properties.

New local, state and U.S. federal laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations. We have no firm commitment for the purchaseare at this time unaware of any shares, therefore there is no assuranceproposed U.S. federal laws and regulations or California laws and regulations that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker forwould have an adverse impact on the salefuture of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.our California mining properties.

All proceeds from the sale of shares offered by the company will be immediately available for use by the company once the minimum offering amount it reached.Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

WeA number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not established an escrowsubject to holdsuch limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the proceeds fromgeographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the salecost, production and financial performance of the shares offered by the company. As a result, all proceeds from the sale of shares offered by the company will be available for immediate use by the company once the minimum offering amount is reached. The proceeds of the sale may not be sufficient to implement the company’s business strategy.our operations.

We do not have insurance against all risks.

Our insurance policies will not cover all the potential risks associated with our operations. We may also be unable to maintain insurance coverage to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurances against risks such as environmental pollution or other hazards as a result of exploration and production are not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards for which we may not be insured against or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition and results of operations.

We compete with larger, better capitalized competitors in the mining industry.

The mining industry is acutely competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of exploration stage properties, or properties capable of producing precious metals. Many of these companies have greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition and possible future revenues could be materially adversely affected by actions by our competitors.

We may experience cybersecurity threats.

We rely on secure and adequate operations of information technology systems in the conduct of our operations. Access to and security of the information technology systems are critical to our operations. Given that cyber risks cannot be fully mitigated and the evolving nature of these threats, we cannot assure that our information technology systems are fully protected from cybercrime or that the systems will not be inadvertently compromised, or without failures or defects. Potential disruptions to our information technology systems, including, without limitation, security breaches, power loss, theft, computer viruses, cyber-attacks, natural disasters, and noncompliance by third party service providers and inadequate levels of cybersecurity expertise and safeguards of third party information technology service providers, may adversely affect our operations as well as present significant costs and risks including, without limitation, loss or disclosure of confidential, proprietary, personal or sensitive information and third party data, material adverse effect on its financial performance, compliance with its contractual obligations, compliance with applicable laws, damaged reputation, remediation costs, potential litigation, regulatory enforcement proceedings and heightened regulatory scrutiny.

Newly adopted rules regarding mining property disclosure by companies reporting with the SEC may result in increased operating and legal costs.

On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC in order to harmonize SEC disclosure requirements with international standards.  These rules became effective after January 1, 2021. The new rules require the preparation and filing of technical reports on the Company’s properties on a more frequent basis than the Company’s historical practice.  Such changes to the Company’s reporting requirements and the preparation of technical reports and assessments result in increased compliance costs.

Risks Related to Our Common Stock

Since our common stock is traded on the OTC Pink Market, an active, liquid trading market for our common stock may not develop or be sustained.

 Presently, our common stock is traded on the OTC Pink Market. Presently there is limited trading in our stock and there is no assurance that an active market will develop further. In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares areof our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock. The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. Any such market price of the common stock may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the common stock in the future.

Trading in stocks quoted on the OTC Markets, which could severely impact their liquidity.Pink Market is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock. Moreover, the OTC Pink Market is not a stock exchange and is not an established market, and trading of securities is often more sporadic than the trading of securities listed on a national stock exchange like the NYSE. Accordingly, you may have difficulty reselling any shares of common stock.

Currently our shares are traded onEven if an active market develops, the OTC Market. Therefore,trading price of our common stock is expectedlikely to be volatile, which could result in substantial losses to investors.

The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:

In the past, shareholders of public companies have feweroften brought securities class action suits against those companies following periods of instability in the market makers, lower trading volumesprice of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and larger spreads between bidother resources from our business and asked prices than securities listedoperations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. Theseour financial condition and results of operations. Any of these factors may result in higherlarge and sudden changes in the volume and price volatility and less market liquidity for theat which our common stock. It is possible that the company’s shares may never be quoted on or listed on a higher exchange.stock will trade.

A low market price would severely limitThere is no assurance that we will be able to pay dividends to our shareholders, which means that you could receive little or no return on your investment.

Payment of dividends from our earnings and profits may be made at the potential marketsole discretion of our Board of Directors. There is no assurance that we will generate any distributable cash from operations. Our Board may elect to retain cash for operating purposes, debt retirement, or some other purpose. Consequently, you may receive little or no return on your investment.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect you as a holder of our common stock.

Our Board of Directors has the power to authorize and issue shares of classes of stock, including preferred stock that have voting powers, designations, preferences, limitations and special rights, including preferred distribution rights, conversion rights, redemption rights and liquidation rights without further shareholder approval which could adversely affect the rights of the holders of our common stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is expectedconvertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to trade at a price substantiallyour existing common stockholders.

Any of these actions could significantly adversely affect the investment made by holders of our common stock. Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, whether in liquidation or on any other basis.

We are subject to the penny stock rules, which will make shares of our common stock more difficult to sell.

We are subject now and, in the future, may continue to be subject, to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rulesshare. Penny stocks generally apply to any non-NASDAQare equity security that hassecurities with a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such$5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the delivery, prior to anySEC which provides information about penny stock transaction,stocks and the nature and level of a disclosure schedule explainingrisks in the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, themarket. The broker-dealer must make a special suitability determination foralso provide the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer,customer with current bid and offer quotations for the penny stock, and, ifthe compensation of the broker-dealer isand its salesperson, and monthly account statements showing the sole market maker,value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Suchsalesperson compensation information must be providedgiven to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information forcustomer’s confirmation.

In addition, the penny stock heldrules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

Sales of substantial amounts of our common stock in the accountpublic market, or the perception that these sales could occur, could adversely affect the market price of our common stock and informationcould materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions inprice of our common stock.

Keystone will pay less than the then-prevailing market price for our Common Stock.

We will sell shares of our Common Stock to Keystone pursuant to the Purchase Agreement at 85% of the average of the closing price per share of the Company’s Common Stock on its trading market for five (5) trading days preceding the purchase, associated with the applicable Purchase Notice during which the purchase price is valued. Keystone has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Keystone sells the shares, the market price of our Common Stock could decrease.

The sale of shares of our Common Stock to Keystone may cause dilution, and the subsequent resale of the shares of our Common Stock acquired by Keystone, or the perception that such resales may occur, could cause the price of our Common Stock to fall.

Under the Purchase Agreement, we may require Keystone to purchase up to 75,000,000 shares of Common Stock, except that, pursuant to the terms of the Purchase Agreement, we would be unable to sell shares to Keystone if such purchase would result in its beneficial ownership of more than 4.99% of our outstanding Common Stock. After Keystone has acquired our shares, it may sell all, some, or none of those shares. Therefore, sales to Keystone by us could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to Keystone, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Under the Purchase Agreement, Keystone’s per-share purchase price for our shares will be equal to eighty-five percent (85%) of the average of the closing price per share of the Company’s Common Stock for five (5) trading days preceding the purchase, associated with the applicable Purchase Notice during which the purchase price is valued. Depending on market liquidity at the time, resales of these shares may cause the trading price of our Common Stock to fall.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the penny stockThe Financial Industry Regulatory Authority (“FINRA”) has adopted rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rulesthat require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,Common Stock, which may limithave the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to buy and sellresell shares of our stock and have an adverse effect on the market value for our shares.Common Stock. 

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on the OTCBB. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company’s shares may never be quoted on the OTC Markets or listed on an exchange.

We have not voluntarily implemented various corporate governance measures, inCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrityWe cannot predict all of the corporate managementrisks and uncertainties. Accordingly, such information should not be regarded as representations that the securities markets. Someresults or conditions described in such statements or that our objectives and plans will be achieved. We do not assume any responsibility for the accuracy or completeness of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures,forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and sinceinclude information concerning possible or assumed future results of our securitiesoperations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not listedhistorical facts.

All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements or other information contained herein. Shareholders and potential investors should not place undue reliance on a national securities exchangethese forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or NASDAQ,suggested by the forward-looking statements in this prospectus are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are not requiredsubject to do so. It is possible that if we wererisks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to adopt somediffer materially from the results expressed or all ofimplied by those forward-looking statements. Considering these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directorsrisks, uncertainties and that policies had been implemented to define responsible conduct. For example,assumptions, the events described in the absence of audit, nominating and compensation committees comprised offorward-looking statements might not occur or might occur to a different extent or at least a majority of independent directors, decisions concerning matters suchdifferent time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the date of this prospectus. All subsequent written and oral forward-looking statements concerning other matters being decided. Prospective investors should bearaddressed in mindthis prospectus and attributable to us or any person acting on our current lack of corporate governance measuresbehalf are expressly qualified in formulating their investment decisions.entirety by the cautionary statements contained or referred to herein.

BecauseExcept to the extent required by law, we will not pay dividendsundertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSELLING STOCKHOLDER

This prospectus contains forward-looking statements. We have based these forward-looking statements largelyare registering for resale by the Selling Stockholder up to an aggregate of 71,000,000 shares of Common Stock pursuant to the provisions of the Registration Rights Agreement we entered into with Keystone on our current expectations and projections about future events and financial trends affectingMarch 15, 2023, in order to permit the financial conditionSelling Stockholder to offer the shares of our business. Common Stock for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, the Selling Stockholder has not had any material relationship with us within the past three years. For additional information regarding the issuance of common stock covered by this prospectus, see the section titled “Purchase Agreement” and “Registration Rights Agreement” above.

These forward-looking statementstransactions were and will be exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering. Except as described in “Prospectus Summary” above or as described in the table below, the Selling Stockholder has not had any material relationship with us within the past three years. The Selling Stockholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.

All expenses incurred with respect to the registration of the Shares will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the Selling Stockholder in connection with the sale of such Shares.

Neither the Selling Stockholder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.

The Shares being offered hereby are subjectbeing registered to apermit public secondary trading, and the Selling Stockholder may offer all or part of the Shares for resale from time to time. However, the Selling Stockholder is under no obligation to sell all or any portion of the Shares.

The table below presents information regarding the Selling Stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder and reflects holdings as of June 15, 2023. The number of risks, uncertainties and assumptions, including, among other things:shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholder may offer under this prospectus. The Selling Stockholder may sell some, all or none of its shares in this offering.

FactorsBeneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of 213,603,598 shares of our common stock outstanding on June 15, 2023. Because the purchase price of the shares of Common Stock issuable under the Purchase Agreement is determined based on the date of such purchase, the number of shares that might cause these differences includemay actually be sold by the following:Company under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling stockholder pursuant to this prospectus.

________________ 

*       Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

Material Relationships with the Selling Stockholder

Other than in connection with the transactions described above, we have not had any material relationships with the Selling Stockholder in the last three (3) years.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Common Stock by the Selling Stockholder in this Offering.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our Common Stock, by negotiations between the Selling Stockholder and buyers of our Common Stock in private transactions, or as otherwise described in “Plan of Distribution.”

PLAN OF DISTRIBUTION

The shares of Common Stock offered by this prospectus are being offered by the Selling Stockholder. These shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents. The sales could be made at prices and at terms then prevailing or at prices related to the then current market price on the OTC Markets or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. The Selling Stockholder may use any one or more of the following methods when selling securities:

In addition,The Selling Stockholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

The Selling Stockholder is deemed to be statutory underwriter within the meaning of Section 2(a)(11) of the Securities Act and may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.

The Selling Stockholder has informed us that it intends to use one or more registered broker- dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Selling Stockholder has informed us that each such broker-dealer will receive commissions from Selling Stockholder that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the Selling Stockholder. We know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

Any agents, dealers or underwriters that participate in the distribution of the Shares may be deemed to be “underwriters” under the Securities Act, and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The Company will not receive any proceeds from the sale of the shares by the Selling Stockholder. The Selling Stockholder does not currently have an agreement with any underwriters with respect to the sale of the shares pursuant to this prospectus. There can be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Stockholder and any other participating person. We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock, including making any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, we use wordsincluding, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,”shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents, and similar expressions to identify forward-looking statements.any other required information.

In lightWe will pay the expenses incident to the registration under the Securities Act of these risksthe offer and uncertainties,sale of the forward-looking events and circumstances discussed inshares of our common stock covered by this prospectus by the selling stockholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we have issued to Keystone Capital 1,000,000 shares of our common stock as Commitment Shares. We will also issue an additional 500,000 shares of our Common Stock as Commitment Shares upon the effective date of this registration statement plus additional 2,274,588 shares of Common Stock once Keystone has invested $500,000 in accordance with the Purchase Agreement.

The Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has Keystone or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Keystone has agreed that during the term of the Purchase Agreement, neither Keystone, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

This Offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholder.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price for our Common Stock

Our Common Stock is quoted on the Pink Market of OTC Markets, Inc. under the symbol “STAL.” Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not occur andnecessarily represent actual results could differ materially from those anticipated or impliedtransactions.

Trading volume in our Common Stock has often been limited. As a result, the trading price of our common stock have been subject to significant fluctuations. There can be no assurance that a liquid market will develop in the forward-looking statements.foreseeable future. Transfer of our common stock may also be restricted under the securities or “blue sky” laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.  

Holders

On June 14, 2023, the closing price on our Common Stock was $0.0102 per share. There were 111 holders of record. The Companynumber of record holders does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

Dividend Policy

We have not paid any cash dividends since our inception. Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be requiredmade at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to update any forward looking statements as required by law.declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.

USE OF PROCEEDSOUR BUSINESS

With respect to up to 12,500,000 shares of common stock to be sold by the Company, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:Corporate History and Structure

The Company CFO, John C. Baird resigned on August 12, 2020 for personal reasons. A new CFO will be appointed following the funding of the Company.

Our management will have broad discretion in the allocation of the net proceeds of any offering, however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. The offering is being conducted by the officers and directors under the safe harbor provision and is a best efforts, self-underwritten offering. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various funding levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. The table is set out in the perceived order of priority of such purposes, provided however, management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to place such funds in an FDIC insured bank account.

CAPITALIZATION

The following table sets forth our capitalization unaudited as of March 31, 2020

DILUTION

The net tangible book value of our company as of March 31, 2020 was $ (131,428) or ($0.001) per share of common stock on a fully diluted basis. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on March 31, 2020.

Our net tangible book value and our net tangible book value per share will be impacted by the 12,500,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $1.00 per share.

We are registering 12,500,000 new shares of common stock for sale by our company. If all shares are sold at the offering price of $1.00 per share less estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of March 31, 2020, is illustrated in the following table:

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently traded on OTC Markets, Pink exchange. We cannot assure that any market for the shares will be sustained.

We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of July 31, 2020, the Company has sixty one (61) shareholders who hold 107,953,334 shares of issued and outstanding stock, representing 100% of its common stock.

DESCRIPTION OF BUSINESS AND PROPERTY

Our Company

Business Strategy

Star Alliance International Corp. (“Star” or “STAL”, the OTC trading symbol) was originally incorporated as Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws ofname the state of Nevada. Asterikoname “Asteriko Corp.” Our prior business plan, which generated limited or no earnings, as a provider ofincluded interior decorating products, and a travel and tourism service. On January 6, 2017, the Company amended its Articles of Incorporation, effecting the change of its name to “Star Alliance International Corp.”

As a result of the date of this prospectus, the Company has two subsidiaries in which it has majority ownership:

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 on May 14, 2018 the company changed its focus to the acquisition and development of gold mining as well as certain other mining properties and changed its name to Star. The Company is current with its SEC filings and its common shares are trading under the stock symbol “STAL”.transaction.

On August 13, 2019, the Company acquiredcompleted the assets of Troy Mining Corp, a Nevada corporation ("Troy"). This acquisition includesAsset Acquisition which included 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. UnderIn 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 newly-designated Series B Preferred Stock. The Purchase Note was repaid in full in April, 2022.

On January 1, 2022, the Company acquired 51% of capital stock of Commsa, a Honduran Corporation, pursuant to the share exchange agreement dated December 15, 2021 (the “Share Exchange Agreement”), in consideration for the payment of the purchase price, consisting of$1,000,000 in cash and 5,000,000 shares of common stock. In addition, the Company has agreed to provide up to $7,500,000 working capital to expand the mining operations in a gold mining project (Rio Jalan Project) in Olancho state in the highlands of Central Honduras. Commsa owns the mining rights to five operating mines that run along a 12.5 mile stretch of the Rio Jalan River that are being prepared for production. As of the date of this prospectus, the Company issued only 200,000 shares of its common stock to Juan Lemus and paid only $75,000 toward $1,000,000 cash payment. Accordingly, it is in default of its obligations to Mr. Lemus.

On March 19, 2023, the Company entered into and executed the Share Purchase Agreement with Lion Works and Juan Lemus, the sole shareholder of Lion Works, pursuant to which it acquired from Mr. Lemus 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 assetLion Works LOI that the parties entered into and executed by the parties on November 21, 2021. Pursuant to the terms of the Share Purchase Agreement, Genesis will be managed by a new company, in which the Company will own 51% interest, with the remaining 49% interest to be owned by Juan Lemus. The Company’s title and rights to Genesis are subject to the satisfaction of the following obligations:

To secure the Company’s obligations under the Share Purchase Agreement, Juan Lemus placed the lien on the Company’s 51% ownership in Lion Works, and, upon formation of a new company, that lien will be placed on the Company’s ownership in that newly formed subsidiary. Such lien shall continue until the Company performs all its obligations under the Share Purchase Agreement, which subjects the Company to the risk of losing its title to Genesis in the event of breach of its obligations set forth in the Share Purchase Agreement.

Business Overview

We are an early-stage company in the business of acquiring gold mining and other mining properties worldwide and environmentally safe and other new technologies both in mining and other business areas. As of the date of this prospectus, we have not commenced our mining operations We anticipate starting our mining operations in the third quarter of 2023. This will require, among other things, the completion of the Plan of Operation and obtaining the approval from the Bureau of Land Management and Forestry Service. In order to start operation in Honduras we need to purchase agreementthe equipment necessary and obtain a final mining permit.

Our mining assets include: (1) the mining assets we acquired 100%from Troy pursuant to the Asset Purchase Agreement (the “Troy Asset Acquisition”) on August 13, 2019 and (2) mining rights to five mines in Honduras we acquired on January 1, 2022 upon acquisition of 51% of Commsa.

The Company requires substantial funding and additional work to implement its business plan with respect to its mining properties, the funding for the acquisition of Genesis ore extraction plants. The Company also needs to invest up to $5,000,000 in connection with its completed acquisition of the assets for stockcontrolling 51% interest in Lion Works Advertising, SA, a Guatemala Corporation that owns the “Genesis” ore extraction process, which will be used to grow the business, building a number of Genesis plants that can be placed in customer mining sites including our own Troy mining site.

Troy Asset Acquisition

As a result of the Troy Asset Acquisition, the Company acquired 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 cash Such assets includebuildings 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 reserves have been estimated at 2 million ounces by Robert Garcia, a qualified geologist who prepared his report for the US government. Based upon the extensive geological reports, core drilling samples, and existing portals, Star believes it can rapidly bring this mining property into economic production. See Garcia Valuation and Gold Reserves respecting AT&E claims (a.k.a. USA Mining claims) of which the Troy claims are a subset.The Garcia Valuation and Gold Reserves Report respecting AT&E claims (a.k.a. USA Mining claims) of which the Troy claims are a subset is attached as Exhibit 99.1 to this registration statement.

^A       See Garcia Valuation and Gold Reserves

^B       The price of gold per troy ounce at the close on August 7, 2020June 1, 2023 (e.g., $2,035.99/$1,983.00/troy oz.)

This valuation was prepared on August 5, 2004, and although this area has not been mined since that time the Company recognizes that a new NI 43-101 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 Forestry Service and BLM to finalize the permits to reopen the mine. The Company expects to restart mining operations in 2023.

Overview of Troy Mining Property in Mariposa County, CA, acquired from Troy

Location and Means of Access to the Troy Claims

The 7978 current mining claims registered to Troy Mining Corporation are located east/southeastwest/southwest of El Portal, California and are located on BLM land. The claims are accessible via California State route 140 with one main portal located approximately two hundred (200) yards east of Hwy 140 and otherthe prime portals located approximately two to two and one-half (2 – 2 ½) miles east of Hwy 140 (based on a direct route). There is a graded dirt road that connects the portals located the greatest distance from Hwy 140 with the highway that is owned and maintained by Troy Mining.Star. This road is approximately five (5)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 Forestry Department who use it to maintain visual surveillance of the area.area and for fire fighting access. In addition to this road, there are additional roads owned by Troy 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” area for the west coast.Mother Lode gold-quartz vein system.

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:(Note: in total there are 17 portals on the property and exploratory mining permits are in hand via those portals)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 donkey mostprior to the construction of the time.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 total production from the mines located within this area is estimated to exceed 1,000,000 ounces. 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 equate to over $600,000,000. While this figure is impressive, the estimated gold reserve for this area is well over double this number. 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.

Report on the Troy Mining Property

PreparedBelow is a summary of the report prepared October 2010 by Jon Grossman, current shareholder of Troy Mining & former officer of USA Mining, which acquired the former ATE (AT&E) Mining property.

(The following is provided as information only and is based on various records, reports and publications obtained by Management which are assumed to be authentic and accurate. Based on the consistency of the historic reports compared with recent date geological reports, Management believes the information to be well-founded. In some instances, the information has been paraphrased or summarized for ease of reading and understanding. Any opinions are those solely of the writer).

1.0 Executive 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.

From the discovery of gold at Sutter's Mill on the American River in 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 worker housed on-site, can be worked year-round. All claims are contiguous.

The former AT&E Company controlled approximately 10,500 acres of ground in Mariposa County, California.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 following should be considered as a brief review of the property and entails my thoughts and opinions of future prospects. This review will summarize previous assessments done on the property and will touch on different aspects, including geology, mineralization, historic production and published reserves from past operations. In addition. A review of the potential of additional prospects on the property has been undertaken.

The property has a gravity mill with a sulfide circuit with a rated capacity of 500 tons per day throughput. The area’s historic mining method is cut and fill stoping. Timbers for the underground operations were, in the past, cut on an on-site sawmill that no longer exists and surface exploration by AT&E was conducted by using a reverse circulation drilling rig that will also need to be replaced.

Because of some historic records, the property includes the following historic recognized gold mines: (1) Bunker Hill, (2) Emma I, (3) Eureka III, (4) Georgia Point, (5) Hite, (6) Hite Central, (7) Kaderitas, (8) Mexican II, and Williams Brothers. In addition, there are at least 50 additional mining portals which at one time in the last 150 years were actively producing gold in unknown quantities. Mind you, actively producing with pick and shovel in pack-mule days. No modern equipment or scientific means of geological study were employed. Considering the fact that these other 50 or so mines were scattered on both faces of a single piece of terrain gives some indication of the potential value of the property.

2.0 Introduction

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. Historic production data indicates approximately $48 million in gold was taken from the mines in the county up to 1957. The majority of gold production occurred prior to 1900 and was taken from mineralized quartz veins. At a gold price of $20.00/ounce (the then prevailing price) the total production is calculated to be approximately 2.4 million ounces of gold, which at today’s market value (Note: e.g., January 2020, $1562.90/oz) would be equal to three billion seven hundred and fifty million dollars ($3,750,960,000).

The former AT&E Mining Company operated and mined gold sporadically from the Williams Brother Mine from about 1980 to 1995 (Note: a period during which gold remained largely below $400/oz.). Both USA Mining and Troy Mining have had no mining operations during their ownership.

The purpose of this overview is to review the property and to provide information concerning the merits for investment in the property. The scope of this report includes the following:

Review of property location and infrastructure;

Review of general geology and mineralization;

Review of historic mining operations on the property;

Discussion of the previous operations;

Discussion of reserves on the property as determined by third parties;

Conclusions and recommendations.

3.0 Property Location and Infrastructure

The property encompasses approximately 10,500 acres of ground between the north and south forks of the Merced River. Elevations on the property range from 1,600 feet along the banks of the Merced River to approximately 5,000 feet above sea level. Relief on the property is generally severe and is characterized by steep slopes from narrow valleys up too ridge crests. Vegetation consists of dense stands of chaparral and greasewood giving way to yellow pine and sparse oak vegetation at higher levels.

There is no present mining activity on the property. The Williams Brothers (also referred to as the Gibbs) mine, where the mill is presently located, is on the southeast slope of Brown Peak at an elevation of 4,500 feet. Access to the mine site is via a steep, single lane switchback road accessible from Route 140.

4.0 Geology and Mineralization

The property lies within the Western Metamorphic Belt of the Sierra Nevada Province identified by Bateman and Warhaftig (1966). This Belt is composed of strongly deformed Late Paleozoic and Mesozoic marine sediments and volcanic rocks contained in a northwest-trending band. These sediments lap on the east with the Sierra Nevada Batholith, the predominant feature of the Sierra Nevada Province. The Sierra Nevada Batholith is composed of predominantly granitic rocks of Mesozoic age. Chemically, the range of compositions of the Sierra Nevada Batholith ranges from diorite-granodiorite through aplites.

Structurally, the sedimentary and volcanic rocks of the area exhibit a preferred foliation direction of northwest. This is generally consistent with the entire Western Metamorphic Belt. In this area, Bateman and Warhaftig (1966, op.cit pp.114-116) note that complex folding and faulting and the resultant beds, cleavages, and lineations are steeply to vertically dipping. Additionally, evidence of a large synclinorium trending northwest indicates a preferred northeast-southwest orientation of compressional stress. Numerous large-scale thrust faults are identified throughout the area; this thrusting has resulted in reversing the directions of bedding tops and jumbling the overall sequence of rocks within the belt.

Regional greenschist facies metamorphism of the Western Metamorphic Belt is pervasive and is assumed to have occurred through the Mesozoic Nevadan Orogeny. The degree of metamorphism ranges from low greenschist to local areas of upper greenschist.

Bedrock gold mineralization occurs in discontinuous quartz veins of general northwest trend. Collectively, the vein systems form part of the so-called California Mother Lode, a really extensive system of vein mineralization. The Mother Lode is grouped into East and West Belts in Mariposa County, a nomenclature which reflects broad trends of mineralized zones.

Gold mineralization within these quartz systems generally occurs as steeply plunging, discontinuous ore shoots. The average down-plunge length of these shoots is estimated to be 300 feet (Bowen and Gray, 1957, p.72) with reported plunge lengths up to 600 feet. Ore mineralogy generally consists of an assemblage of gold, quartz, ankerite, Cr-mica (mariposite), and graphitic material. The timing of emplacement of gold mineralization is indicated to be primarily syntectonic with the Nevadan Orogeny; however, occurrences of indicated post-tectonic mineralization are noted.

The method of emplacement of gold vein mineralization, and the generally rodded nature of higher-grade gold mineralization within larger zones of quartz veining is consistent with models of dilation within zones of bulk, inhomogeneous flattening as described by Hodgson (1993). In these cases, preferred zones of mineralization occur at the intersection of non-parallel shears within a deformation zone and the overall geometry of the deposits is controlled by the three-dimensional layout of these intersection points.

The gold deposits of the property belong to the East Belt of gold mineralization as described by Bowen and Gray (op. cit.).

5.0 Previous Work

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.

Bowen and Gray (1957 op. cit.) have identified ten (10) historic mining areas that lie within the confines of the property. These are identified as follows (number in parentheses identify the property given by Bowen and Gray), I have added an 11th mine which is adjacent to the property:

Bunker Hill (52)

Emma 1 (81)

Eureka III (95)

Georgia Point (97)

Hite (113)

Hite Central (114)

Kaderitas (124)

Mexican II (158)

Williams Brothers (253)

Blue Star Mine (295)

Clearing House Mine

All of these prospects, except for the last one, relate to historic area of gold mining. Mining area #10 (Blue Star Group) is the site of a tungsten mine where a small amount of material (200 tons) was mined in the 1950’s. More complete descriptions of each of the gold mines is provided below. In general, the information contained in this section is obtained from Bowen and Gray (1957 op. cit. pp. 69-187 and pp. 223-343.). Additional, references for this section include the California Bureau of Mines Report of the State Mineralogist (various) and Clark (1970 p.64).

Clearly, the property has been the subject of significant historic production. Data pertaining to the majority of the operations are sketchy and it is assumed that the cessation of operations at each of these operations occurred as the result of:

of the pinching out of the vein structure and the inability of the miners to locate the continuing veinvein.

the difficulties of production in steep terrains, the hardships of working with black powder and pack mules

the lack of modern tools or technology

low gold prices relative to the difficulties of the terrain and the high cost of production.

Knowledge of the workings of the other 50 or so mines are unknown. Typically, a mining operation began with a prospector finding a small outcropping which proved to be gold bearing. From the mid-1800s to probably the early 1940s, the old production techniques were followed. Those production techniques were simply following of a vein – drift or site mining. A prospector would begin at the outcropping, which was found on the surface, and would dig an excavation and follow that vein until it petered out. At that point, they would normally continue a little further down the trend and if they did not pick up another vein within a short distance, the mining and exploration would simply cease. There were several serious problems for miners in this area, the first being the terrain and that everything needed to be packed in and out by mule and horse – including the ore. One of the most serious problems was that the veins were mostly contained in a quartz host ore that is an extremely hard mineral. It was difficult to mine through it, and the quartz had to be crushed to a powder before the gold could be separated out. The mining, done with hand-powered tools, and using relatively weak black powder for explosives, was time consuming and labor-intensive. Since no modern mining techniques were employed in the area until the 1960s or 70s, it is fairly obvious that a large number of vein structures have probably been missed.

6.0 Data Review

For the purposes of conducting a data review, several sources of information were utilized. These sources include information gained from AT&E records and published data described above and at the end of this review. The data review is concerned with the Williams Brothers Mine, the Kaderitas and Mexican mines, and the Hite mine. Other prospects described above are not included, as insufficient data are available to make any statements regarding historic production.

It is a known fact that Reserve Estimates are sometimes reduced significantly to reduce the tax impact – especially in the state of California where the property is located.

One Confidential document written by Geoffrey A. Clarke, M.Sc., prepared for Lakefield Minerals in Canada (1995) wrote the following about the AT&E property and mines

6.1 The Williams Brothers Mine

“As a result of confidentiality requirements, no independent reserve calculations have been made for this deposit. Detailed descriptions of the historic production from public records have been provided above. Published reserves published by AT&E are described as follows:

Estimated Reserves: 20,867 tons @ 0.136 oz Au/ton
Probable Reserves: 3,445 tons @ 0.136 oz Au/ton
(from Gergen, 1994)

Additionally, a category of resources is described by Gergen (1994, op. cit.) In this category are the following resources:

Probable Resources: 137,480 tons @ 0.249 oz Au/ton
Possible Resources: 267,650 tons @ 0.248 oz Au/ton

In discussions with a representative of Lakefield Minerals, the owner of the property, in the presence of legal counsel, indicated that these reserves and resources were downgraded with respect to gold grade to minimize California State Inventory Taxation liabilities. The grade of these reserves and resources were indicated at that time to be 0.8 oz Au/ton. Accordingly, the reserves and resources are more precisely indicated to be the following:

Estimated Reserves: 20,867 tons @ 0.8 oz Au/ton
(contained Au = 16,693 oz.)

Probable Reserves: 3,445 tons @ 0.8 oz Au/ton
(contained Au = 2,756 oz.)

Probable Resources: 137,480 tons @ 0.8 oz Au/ton
(contained Au = 109,984 oz.)

Possible Resources: 267,650 tons @ 0.8 oz Au/ton
(contained Au = 214,120 oz.)

Assuming that Clarke’s statement above is possible, today’s value (October – 2010, $1325) of the Estimated and Probable of the Wms Bros. Mine are as follows:

If one looks at some historical published information below, the above projections may not be too far off.

The Gibbs Mine (also known as the Williams Brothers Mine) is thought to have been first worked in the 1860’s, about the time the discovery of a nearby Hite Mine. The original mine workings consisted of three drift adits. Due to the remote location of the site, little work was performed to the site until the Williams Brothers acquired the property in the 1940’s. In 1952, a nine-mile access road was constructed from Highway 140, up Coal Canyon to the property. Mining of existing adits and processing of previously identified ore was performed and an extension and rehabilitation of the original three adits was conducted. The Gibbs Mine was worked from 1952 to 1964, milling about 100,000 tons yielding an average of 1.0 ounces of gold per ton or the equivalent of about $50,000.000 at the $500.00/ oz. benchmark.

The property remained idle from 1965 through 1981, at which time another mining entity allegedly spent $4 million locating and acquiring the property. The group operated the mine on a test basis from January 1983 to March 1985. Their pilot operation process seven to ten tons of ore per day. Their records indicate that approximately 6,400 ounces of gold were produced during this time, although their actual mining and processing was sporadic and inconsistent with commercial mining production. Their metallurgical flow sheets were developed from the feasibility studies. Flotation and gravity concentration was the decided recovery method but Management believes only 50 to 60% of the gold was recovered. Subsequent to 1985, they built a complete “under roof” mill facility and once again began sporadic mining from January 1, 1995 through April 28, 1996 on a proof of production basis with ore from the Gibbs mine area. Mill records located showed 4,859 tons mined with a reported total gold recovered of 1,190 troy ounces or an average mill grade of 0.244 troy ounces/ton (excluding the gold contained in Flotation Sulfite Concentrates). Production from March 20, 1996 through April 21, 1996 reported an average yield of 0.78 troy ounces/ton (approximately 25 grams/ton). Some assays on the some of the residual Flotation Sulfide Concentrates, showed gold values remaining at 3.43 troy ounces contained in the flotation concentrates.

6.2 The Hite Mine

On the basis of historic production data, it is indicated that the Hite Mine produced approximately $3.0 million worth of gold during its life. At an assumed gold price of $20.00/oz Au, this translates to approximately 150,000 ounces of gold recovered from the mine. To calculate an average grade for ore recovered from the Hite Mine, the following are assumed:

The longitudinal projection as shown drawing of the mine is accurate;

The average mined width of ore from both the hanging wall and footwall veins was 6 feet (for each vein);

The footwall vein grade was 50% lower than that as encountered in the hangingwall vein;

The bulk density of the ore is the same as that as calculated for the Williams Brothers Mine (173.5 lb./ft3).

Using this data, the total recovered grade is calculated as follows:

The total tonnage mined from this deposit is estimated to be 273,377 tons

(119,568) (HW Grade) + (117,809) (FW Grade) = 150,000 ounces

But FW Grade = 0.5 HW Grade

Therefore, the hangingwall vein grade is calculated to be

(119,568) (HW Grade) + (117,809) (HW Grade) (0.5) = 150,000 ounces

or,

HW Grade = 150,000 ÷ 178,472 = 0.84 oz AU/ton

and the footwall vein grade is estimated to be 0.42 oz Au/ton. The overall grade for the Hite Mine is calculated to be 0.55 oz Au/ton.

Given the level of mining activity at the Hite Mine, it is indicated that the probability of locating additional ore within the existing upper workings is limited. However, the potential for locating additional ore below the original workings appears to be significant.

6.3 The Kaderitas and Mexican Mines

Sampling work undertaken by AT&E at the Kaderitas indicates the overall grade of this deposit is lower than that as encountered at the Williams Brothers mine. Inspection of data from the Kaderitas mine indicates that the gold enriched zone occurs as a shoot within the quartz vein mass and that the size of the shoot is approximately 110 feet by 5 feet in plain view, with the long axis of the pod trending northwest. The average grade of this pod is indicated to be in the range of 0.1 to 0.3 oz Au/ton. This pod appears to be amenable to mining; however additional work is required to further assess the potential of this shoot.

Several authors have indicated that the Kaderitas Mine is an extension of the Mexican Mine quartz vein and is likely another mineralized shoot within this vein system. On the basis of regional trends of mineralized quartz veins, and the proximity of the 2 deposits and alignment of workings with respect to each other, this hypothesis appears valid. However, as ore shoots are of limited lateral extent, the probability for delineating economic mineralization between the 2 mines appears may be limited.

Historically, there appears to be significantly more development work at the Mexican Mine than at the Kaderitas, and it is assumed that the degree of exploitation of the Mexican mine is therefore correspondingly greater.

7.0 Property Analysis

On the basis of information gathered, Clarke wrote that the property has merit. Several zones of gold mineralization exist at a number of sites on the property. There remains the problem of complete assessment and development of all existing prospects at the property. Clearly, the most prospective areas for locating additional reserves for feeding the mill are the Hite Mine and the Kaderitas/Mexican complex.

It is possible that metallurgical testing of the other ores from the property may demonstrate that changes are required to the milling circuit to handle the higher graphitic contents. Should this prove to be the case, a schedule for mining would be required that would allow for mining other prospects after the Williams Brothers vein system has been mined out.

Clarke further wrote that “Overall, the property appears to have excellent upside potential. A concerted program of underground development, off site exploration of historic production levels, and metallurgical testing of ores from the Kaderitas/Mexican complex and the Hite mine, can provide additional feed to run the mill at maximum efficiency.

8.0 Conclusions and Recommendations

My primary conclusion to be drawn from this review and from examining the property and its historical data is that this property appears to be very rich in gold. I personally believe that this property contains many vein structures that have yet to be identified. The Behr Dolbear report indicates that the Behr employed geologists encountered several new outcroppings which have not previously been recorded and I expect that there are many more outcroppings identical to the ones the old-time miners used to begin mining operations for mines like the Hite, Gold Star and the Wms. Brothers.

My plan would contain several phases beginning with a thorough review of the geology of the property and the location of each and every mine that was on the property.

9.0 Additional References

The following represents a summary of several reports prepared by independent geologists and engineers from 1971 to 1996 on various portions Troy properties as well as neighboring areas:

The following additional production information is of historical record:

The Mount Gains Mine (a cyanide heap leach system), in Mariposa County reported total production of approximately $106,000,000 based on $500/oz gold prices.

References ^{[1], [2], [3], [4], [5], [6], [7], [8]}

___________________________

Geology and Gold Sources on the Troy Claims

Geological Summary

The property lies within the Western Metamorphic Belt of the Sierra Nevada Province identified by Bateman and Warhaftig (1966). This Belt is composed of strongly deformed Late Paleozoic and Mesozoic marine sediments and volcanic rocks contained in a northwest-trending band. These sediments lap on the east with the Sierra Nevada Batholith, the predominant feature of the Sierra Nevada Province. The Sierra Nevada Batholith is composed of predominantly granitic rocks of Mesozoic age. Chemically, the range of compositions of the Sierra Nevada Batholith ranges from diorite-granodiorite through aplites.

Structurally, the sedimentary and volcanic rocks of the area exhibit a preferred foliation direction of northwest. This is generally consistent with the entire Western Metamorphic Belt. In this area, Bateman and Warhaftig (1966, op.cit pp.114-116) note that complex folding and faulting and the resultant beds, cleavages, and lineations are steeply to vertically dipping. Additionally, evidence of a large synclinorium trending northwest indicates a preferred northeast-southwest orientation of compressional stress. Numerous large-scale thrust faults are identified throughout the area; this thrusting has resulted in reversing the directions of bedding tops and jumbling the overall sequence of rocks within the belt.

Bedrock gold mineralization occurs in discontinuous quartz veins of general northwest trend. Collectively, the vein systems form part of the so-called California Mother Lode, an a really extensive system of vein mineralization. The Mother Lode is grouped into East and West Belts in Mariposa County, a nomenclature which reflects broad trends of mineralized zones.

Gold mineralization within these quartz systems generally occurs as steeply plunging, discontinuous ore shoots. The average down-plunge length of these shoots is estimated to be 300 feet (Bowen and Gray, 1957, p.72) with reported plunge lengths up to 600 feet. Ore mineralogy generally consists of an assemblage of gold, quartz, ankerite, Cr-mica (mariposite), and graphitic material. The timing of emplacement of gold mineralization is indicated to be primarily syntectonic with the Nevadan Orogeny; however, occurrences of indicated post-tectonic mineralization are noted.

The method of emplacement of gold vein mineralization, and the generally rodded nature of higher grade gold mineralization within larger zones of quartz veining is consistent with models of dilation within zones of bulk, inhomogeneous flattening as described by Hodgson (1993). In these cases, preferred zones of mineralization occur at the intersection of non-parallel shears within a deformation zone and the overall geometry of the deposits is controlled by the three-dimensional layout of these intersection points.

The gold deposits of the property belong to the East Belt of gold mineralization as described by Bowen and Gray (op. cit.).

Available Data on Potential Gold Reserves on the Troy Claims

For the purposes of conducting a data review, several sources of information were utilized. These sources include information gained from AT&E records and published data described above and at the end of this review. The data review is concerned with the Williams Brothers Mine, the Kaderitas and Mexican mines, and the Hite mine. Other prospects described above are not included, as insufficient data are available to make any statements regarding historic production.

It is a known fact that Reserve Estimates are sometimes reduced significantly to reduce the tax impact – especially in the state of California where the property is located. One Confidential document written by Geoffrey A. Clarke, M.Sc., prepared for Lakefield Minerals in Canada (1995) wrote the following about the AT&E property and mines.

The Troy Mining Zone Location Map – Mariposa County

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

The Williams Brothers Mine

“As a result of confidentiality requirements, no independent reserve calculations have been made for this deposit. Detailed descriptions of the historic production from public records have been provided above. Published reserves published by AT&E are described as follows:

Estimated Reserves: 20,867 tons @ 0.136 oz Au/ton

Probable Reserves: 3,445 tons @ 0.136 oz Au/ton from Gergen, 1994)

Additionally, a category of resources is described by Gergen (1994, op. cit.) In this category are the following resources:

Probable Resources: 137,480 tons @ 0.249 oz Au/ton

Possible Resources: 267,650 tons @ 0.248 oz Au/ton

In discussions with a representative of Lakefield Minerals, the owner of the property, in the in the presence of legal counsel, indicated that these reserves and resources were downgraded with respect to gold grade to minimize California State Inventory Taxation liabilities. The grade of these reserves and resources were indicated at that time to be 0.8 oz Au/ton. Accordingly, the reserves and resources are more precisely indicated to be the following:

Estimated Reserves: 20,867 tons @ 0.8 oz Au/ton
(contained Au = 16,693 oz.)

Probable Reserves: 3,445 tons @ 0.8 oz Au/ton
(contained Au = 2,756 oz.)

Probable Resources: 137,480 tons @ 0.8 oz Au/ton
(contained Au = 109,984 oz.)

Possible Resources: 267,650 tons @ 0.8 oz Au/ton
(contained Au = 214,120 oz.)

The Hite Mine

On the basis of historic production data, it is indicated that the Hite Mine produced approximately $3.0 million worth of gold during its life. At an assumed gold price of $20.00/oz Au, this translates to approximately 150,000 ounces of gold recovered from the mine. To calculate an average grade for ore recovered from the Hite Mine, the following are assumed:

The longitudinal projection as shown drawing of the mine is accurate;

The average mined width of ore from both the hanging wall and footwall veins was 6 feet (for each vein);

The footwall vein grade was 50% lower than that as encountered in the hangingwall vein;

There are seven (7) portals. The bulk densitymethod 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 ore is the same as that as calculated for the Williams Brothers Mine (173.5 lb/ft3).Troy Mining Zone

Using this data, the total recovered grade is calculated as follows:

Hangingwall Vein: (95,150 sq ft) (6.0 ft) = 570,900 cu ft = 49,525 tons

Footwall Vein: (89,200 sq ft) (6.0 ft) = 535,200 cu ft = 47,7661 tons

Both Veins: (130,800 sq ft) (12.0 ft)= 1,569,600 cu ft = 140,086 tons

The total tonnage mined from this deposit is estimated to be:

273,377 tons (119,568) (HW Grade) + (117,809) (FW Grade) = 150,000 ounces

But FW Grade = 0.5 HW Grade

Therefore, the hangingwall vein grade is calculated to be:

(119,568) (HW Grade) + (117,809) (HW Grade)(0.5) = 150,000 ounces, or,

HW Grade = 150,000 ÷ 178,472 = 0.84 oz AU/ton

and the footwall vein grade is estimated to be 0.42 oz Au/ton. The overall grade for the Hite Mine is calculated to be 0.55 oz Au/ton.

Given the level of mining activity at the Hite Mine, it is indicated that the probability of locating additional ore within the existing upper workings is limited. However, the potential for locating of additional ore below the original workings appears to be significant.

The Kaderitas and Mexican Mines

Sampling work undertaken by AT&E at the Kaderitas indicates the overall grade of this deposit is lower than that as encountered at the Williams Brothers mine. Inspection of data from the Kaderitas mine indicates that the gold enriched zone occurs as a shoot within the quartz vein mass and that the size of the shoot is approximately 110 feet by 5 feet in plain view, with the long axis of the pod trending northwest. The average grade of this pod is indicated to be in the range of 0.1 to 0.3 oz Au/ton. This pod appears to be amenable to mining; however additional work is required to further assess the potential of this shoot.

Several authors have indicated that the Kaderitas Mine is an extension of the Mexican Mine quartz vein and is likely another mineralized shoot within this vein system. On the basis of regional trends of mineralized quartz veins, and the proximity of the 2 deposits and alignment of workings with respect to each other, this hypothesis appears valid. However, as ore shoots are of limited lateral extent, the probability for delineating economic mineralization between the 2 mines appears may be limited.

Historically, there appears to be significantly more development work at the Mexican Mine than at the Kaderitas, and it is assumed that the degree of exploitation of the Mexican mine is therefore correspondingly greater.Mining Property, showing site buildings

The Troy Mining Zone Location Map – Mariposa County

CompetitionMining Property

Mining Property

Mine Shaft

Bunker

Main Road

Mine

Mill

Mill

Mill

Mill

Mill Building

Rock Face Inside the Mine Showing Ore

Bunker

Several Pictures Taken at the Mine Site late November 2019 Follow

commsa mining rights

Upon acquisition of 51% of Compania Minera Metalurgica Centro Americana SA (Commsa), a Honduran Corporation on January 1, 2022, the Company acquired Commsa’s mining rights to five mines that run along a 12.5 mile stretch of the Rio Jalan River. These five operating mines run along a 12.5 mile stretch of the Rio Jalan River that are being prepared for production. The environmental licenses have been obtained and exploration is ongoing. Local small mining operations are producing a minimum of 250 to 300 oz of gold per site per month while losing approximately 50% of the recoverable gold particles. We expect that our expanded operations, using modern equipment and our new Genesis program, recently acquired, should result in up to a 98% rate of recoverable gold, leading to significantly higher quantities of gold per site.

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

GENERAL OVERVIEW

Executive exploration summary: Choluteca Project

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

Drilling, reconnaissance mapping and sampling by BMG's D. Mashburn in 1994 discovered spectacular gold values (up to 305.2g/T/0.3m in DDH 94-5 at the San Antonio zone) at Clavos.

These values, added to the proximity to the Nicaraguan Depression qualified the area for further geological exploration.

Golden Jaguar now owns land property, rents of lands and the license permits since 2020 focus on start production in the Clavos Zone. With the capacity of grow through the economic gold concentrations in properties included within a 390km2 around our license. We finish having a 3D model of proven reserves and inferred ones. 10.2 Km of grid lines were cut and mapped before a total of 2435.5m were drilled on the Clavos area. The property is in southern Honduras, Central America.

Location and Access

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

Choluteca is serviced by twelve daily bus runs. Daily international airline service is available to Tegucigalpa from every country while Choluteca is serviced by an airstrip capable of landing 737 sized aircraft. International flights can go to Choluteca by a small-time scale at Tegucigalpa.

A large, skilled labor force with some mining experience, can be mobilized in most Honduran towns and Guatemala.

Physiography and Climate

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

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

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

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

Hardy plants and trees populate the region proportional to altitude, soil and water supply although the topographically higher flora resemble the North American Pacific northwest species of plants i.e. open-oak pine forests. Drainages are populated by deciduous jungle flora.

Introduction

Location and access

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

Map 2855-IV (Concepcion de Maria - Cinco Pinos, 1:50,000 topographic sheet) covers most of the property. The nearest center of commerce is the fourth largest city in Honduras: Choluteca. This modern city has support services, an airstrip, and the added advantage of being approximately two hours from the national capital of Tegucigalpa via paved highway.

Access to Potosi is best achieved from the San Francisco turn-off on the Pan American Highway east of Choluteca. A 1.5-hour journey from Choluteca by 4x4 to the village of Porteritos via highway and dirt road is the most efficient means of travel. An alternate route is Choluteca - El Corpus - San Judas - Aguacatal. Older reports (E. Cardoze's 1939 "Report on the Potosi Mining Property") refer to access from Nicaragua which may, eventually, become viable given any continuity between Honduras and Nicaraguan gold trends.

Physiography

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

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

Mining and exploration industry,history

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

Geology

Geology Project

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

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

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

Felsic intrusive domes are subaerial in nature. Flow banding and spherulites are common.

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

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

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

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

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

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

Sulphides / mineralization: There is a distinct correlation between the presence of sulphide presence, type, and percentages to gold mineralization as noted in zone descriptions and core logs. Sulphides are not consistent as to type or quantity between drilled zones. If indeed there is a gold pathfinder element at Potosi, it is copper. Chalcopyrite, galena, pyrite, sphalerite, silver minerals (acanthite) and their oxide analogues are present in the best mineralized intersections. Visible gold was logged in DDH PT97-1 while V.G. is also seen in the surface oxidation zones at Tajo, Volcancito and San Benito. The gold logged in PT97-1 was coarse (several mm. in diameter) within a vuggy epithermal quartz vein. Other visible gold was noted occurring as <mm. flecks within very oxidized siliceous capstone at known workings on the property.

POTOSI

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

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

The next drawing is the proved gold reserves from Potosi before naming Tajo with a total of 78,318.27 ounces of Au.

There is much to still explore all around this rich zone, pretty much everywhere you walk we found more gold in area of 30 km.

San Benito

Geology

Recommendations: San Benito

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

Cerro Copal

Geology

Lithology of Cerro Copal is the same as Tajo.

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

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

The inferred gold reserves of Cerro Copal are discovered,341,022 ounces with a ready market may not existgold grade of 6.28 g/t:

Genesis Ore Extraction Process

On March 19, 2023, Star Alliance acquired 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”) pursuant to the Share Purchase Agreement. 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, this heap leaching process 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 saleextraction 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.

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 mere 12 to 48 hours. Consequently, the costs of production are dramatically reduced. The system is scaleable 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 reserves.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.

Most companies operatingThe Genesis Refractory System

The Genesis Refractory system works on complex ores. This genesis system has up to a 98% transformation rate from double refractory lock gold into free oxide gold. The system operates within a 12 to 48 hour process time, 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 this industrymost 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 more establishedcoal tailings and have greater resourcesour equipment works very efficiently on these tailings extracting minerals and leaving useable rock residue.

Key Points:

• Lower capital investment needs in comparison to engagethe 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 claims.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 the third quarter of 2023. and to purchase the equipment necessary to start operations in Honduras and West Africa and actualize commercial production from the mines. We were recently incorporated,believe that these activities will generate revenues and profit. In order to implement this business plan, it will require the full utilization of our operations have not yet been established. ed. There is also significant competitionmanagement, financial and other resources and raising the funds necessary for the businesses. Our ability to retain qualified personnel to assist in conducting mining activities. If we are unable to obtain sufficient funding to commence operations, or we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibitmanage growth effectively will depend on our ability to competequickly 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.

Intellectual Property

We currently do not have any patents or trademarks registered in the name of the Company. As a result of the acquisition of 51% interest in Lion Works, we acquired 51% in the proprietary technology owned by Lion Works, called “Genesis,” however this technology has not been patented, and the Company needs 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 the Genesis technology and other technologies that the Company may acquire or develop.

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 companiesbusinesses when conducting development and mining activities. In addition, marketing our new Genesis technology will take time to gain traction in the mining industry.

Numerous factors beyond our control may affect the marketability of gold recovered from the Troy Claims.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.

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 that 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.

PerformanceThe 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 two employees, Richard Carey and Anthony Anish who are our three executive officers.

Subsidiaries

As of the date of this prospectus, we have two subsidiaries:

Properties

The Company does not own real properties. Our President and Chairman, Mr. Carey, is providing his personal office space at no cost to the Company.

Equity Incentive Plan

The Company does not currently have any equity incentive plan.

Legal Proceedings

There are no pending, threatened or actual legal proceedings in which the Company is a party.

Competition

The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.

Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. We were recently incorporated, and our operations have not yet been established. Our resources at the present time are limited. There is also significant competition to retain qualified personnel to assist in conducting mining activities. If we are unable to obtain sufficient funding to commence operations, or we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry.

Numerous factors beyond our control may affect the marketability of gold recovered from by Star Alliance International Corp. 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.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

The Company shall continue to be deemed an emerging growth company until the earliest of—

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company, the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

Employees

As of August 1, 2020, we have 3 employees with employment agreements which are attached hereto as Exhibits.

Description of Property

We currently do not own or rent any property.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TheYou should read the following discussion oftogether with our financial condition and results of operations should be read in conjunction with (i) our unauditedconsolidated financial statements as of March 31, 2020 and the audited statements as of June 30, 2019 and 2018 that appearrelated notes included elsewhere in this registration statement.prospectus. This registration statementdiscussion contains certain forward-looking statements that are based on our current expectations, estimates and projections about our future operatingbusiness and operations. Our actual results couldmay differ materially from those discussed herein. Such forward-looking statements involve knowncurrently anticipated and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied byin such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.

Going ConcernOverview

The futureCompany is focused on the pursuit of precious metals mining, employing our 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.

On August 13, 2019, the Company completed the Troy Asset Acquisition. This purchase includes 78 mining claims, and the equipment located at the mine head. The Company is currently working with the Forestry Service and BLM to finalize the permits to reopen the mine. The Company repaid its obligations under the promissory note in 2022. We expect to restart mining operations utilizing the Genesis process in the third quarter of 2023.

In January 2022, the Company completed the acquisition of 51% of Compania Minera Metalurgica Centro Americana S.A. (“Commsa”) which owns 5 gold mines in Honduras.

On February 7, 2023, the Company executed a 12% convertible promissory note with Quick Capital LLC (“Quick Capital”). 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 Capital Management, LLC (“AES”). The note is convertible at the lessor of 1) $0.02, or a price per share equal to the 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. 

On March 15, 2023, the Company entered into and executed the Purchase Agreement and a Registration Rights Agreement (the “RRA”) 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 Company is registering in this registration statement up to of [75,000,000] shares of Common Stock for resale by Keystone issuable pursuant to the Purchase Agreement. For additional information regarding the issuance of common stock to Keystone covered by this prospectus, see the section titled “Purchase Agreement” above.

On March 19, 2023, the Company acquired 51% capital stock of Lion Works, Inc. including rights to Genesis, subject to the satisfaction of its performance obligations under the Share Purchase Agreement.

Limited operating history and need for additional capital

There is no historical financial information about us upon which to base an evaluation of our companyperformance. 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 dependent upon its abilitysubject to obtain financingrisks inherent in the establishment of a new business enterprise, including limited capital resources and upon future profitable operations. Management has planspossible cost overruns due to seek additional capital through a private placementprice and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Company’s ability to continue as a going concern.cost increases in services and products.

Results of Operations for the Three Months Ended March 31, 2023 as Compared to the Three Months Ended March 31, 2022

Operating expenses

General and administrative expenses (“G&A”) were $80,556 for the three months ended March 31, 2023, compared to $189,558 for the three months ended March 31, 2022, a reduction of $119,002. The reduction was mainly due to much smaller overheads for the Troy mine as no work was performed during this quarter.

Professional fees were $22,130 for the three months ended March 31, 2023, compared to $93,500 for the three months ended March 31, 2022, an reduction of $71,370. Professional fees consist mainly of legal, accounting and audit expense. The decrease in the current period is due to reductions in legal fees during the period.

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

Note: Star’s agreement with Troy Mining Corporation (“Troy”) includes the paid claims on approximately 4,800 acres consisting of 78 claims and surrounding properties. 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.

PhotographsConsulting fees were $16,500 for the three months ended March 31, 2023, compared to $3,827,475 for the three months ended March 31, 2022. The reduction of $3,810,975 was mainly due to a reduction in non cash expenses for consultants during the earlier period.

Director compensation was $60,000 and $1,469,000 for the three months ended March 31, 2023 and 2022, respectively. Our Chairman, signed a new employment agreement on March 15, 2023 and monthly compensation was increased to $20,000 per month commencing January 1, 2023. The reduction of $1,409,000 in director compensation was mainly due to the elimination during the period of non-cash stock compensation payments.

Officer compensation was $45,000 and $817,500 for the three months ended March 31, 2023 and 2022 respectively. Our Chief Financial Officer signed a new employment agreement on March 15, 2023 and monthly compensation to was increased to $15,000 per month commencing January 1, 2023. The reduction of $772,500 in officer compensation was mainly due to the elimination of non-cash stock compensation expenses.

Other income (expense)

For the three months ended March 31, 2023 and 2022, we had interest expense of $56,151 and $6,780, respectively.

Net Loss

Net loss for the three months ended March 31, 2023, was $384,009 compared to $8,016,068 for the three months ended March 31, 2022. The large decrease in our net loss is due to the elimination during the period of non-cash stock compensation expense.

Results of Operations for the nine Months Ended March 31, 2023, as Compared to the Nine Months Ended March 31, 2022

Operating expenses

General and administrative expenses (“G&A”) were $959,158 for the nine months ended March 31, 2023, compared to $1,250,958 for the nine months ended March 31, 2022, a reduction of $291,800. The reduction was primarily due to a reduction in costs at the Troy Mining Zonemine.