As filed with the Securities and Exchange Commission on ~~November 4, 2014~~ August 14, 2020

Registration ~~No:~~No. 333-197692 ~~================================================================================~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington,~~

WASHINGTON, D.C. 20549

FORM ~~S-1/A (AMENDMENT NO. 3)~~ S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ~~ASTERIKO CORP. (Exact~~

Star Alliance International Corp.

(Exact name of registrant as specified in its charter)


Nevada ~~2590~~	1000	37-1757067 ~~(State of~~
(State or other jurisdiction ~~(Primary Standard Industrial (IRS Employer~~ of ~~incorporation) Classification Code Number) Identification No.)~~	(Primary standard industrial	(IRS employer
incorporation or organization)	classification code number)	identification number)

~~Ilia Tomski President/Secretary 616 Corporate Way,~~

5743 Corsa Avenue, Suite 2-6834 Valley Cottage, NY 10989 Telephone: (845) 512-5020 Fax: (647) 795-8676 E-mail: asteriko.corp@gmail.com Web Site: http://www.asteriko.com (Address,218

Westlake Village, CA 91362

(Address, including zip code, and telephone number, including area code, of ~~registrant's~~registrant’s principal executive offices) Incorp Services, Inc. 2360 Corporate Circle Ste 400 Henderson, Nevada 89074-7722 Telephone: (702) 866-2500 (Name,

5743 Corsa Avenue, Suite 218

Westlake Village, CA 91362

833-443-7827

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

Copies To: MATHEAU J. W. STOUT, ESQ. 400 E. Pratt Street 8th Floor Baltimore, Maryland 21202 (410) 429-7076 Tel (888) 907-1740 Fax mjwstout@gmail.com 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 commencement of proposed sale to the public: As soon as practicable after ~~the effective date of~~ this ~~registration statement.~~ Registration Statement is declared effective.

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]~~ x.

If this ~~Form~~form 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~~registration statement number of the earlier effective ~~Registration Statement~~registration statement for the same offering. ~~[ ]~~ ¨

If this ~~Form~~form 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~~registration statement number of the earlier effective ~~Registration Statement~~registration statement for the same offering. ~~[ ]~~ ¨

If this ~~Form~~form 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~~registration statement number of the earlier effective ~~Registration Statement~~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. ~~Large~~See the definitions of “large accelerated filer, ~~[ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller~~” “accelerated filer” and “smaller reporting ~~company [X] (Do not check if a smaller reporting company)~~ company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x
		Emerging Growth company	x

CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share		Proposed Maximum Offering Price ⁽¹⁾		Amount of Registration Fee ⁽²⁾

Common Shares for sale by Our Company	12,500,000	$	1.00	$	12,500,000	$	1,662.50

Selling Shareholders	26,597,834	$	1.00	$	26,597,834	$	2,455.70

^{(1) Price Fee
--------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000 $12.88
--------------------------------------------------------------------------------
Total 10,000,000 $0.01 $100,000 $12.88
================================================================================
(1) There is no current market} Estimated solely for the ~~securities;~~purpose of calculating the ~~price at which the shares are being offered has been arbitrarily determined by us; this price is used~~registration fee pursuant to Rule 457(a).

⁽²⁾ Estimated solely for the purpose of computing the amount of the registration fee ~~in accordance with~~pursuant to Rule 457(a) under the Securities 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 Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as amended. 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 SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A)the Securities and Exchange Commission, acting pursuant to said Section 8(a), ~~MAY DETERMINE. ================================================================================~~ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED _____ __, 2014 PRELIMINARY PROSPECTUS ASTERIKO CORP. 10,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE This Prospectus relates tomay determine.

The issuer and the ~~offering by Asteriko Corp. ("Asteriko," "we," "our,"~~selling shareholders will sell the ~~"Company" or the "Registrant") of a total of 10,000,000 shares (the "Shares") of our~~ common stock ~~on a "self-underwritten" basis~~being registered in this offering at a fixed price of ~~$0.01~~$1.00 per share. ~~There~~

SUBJECT TO COMPLETION, DATED August ____, 2020.

The information in this prospectus is ~~no minimum~~not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

STAR ALLIANCE INTERNATIONAL CORP.

12,500,000 Shares of Common Stock

This prospectus will also allow us to issue up to 12,500,000 common shares (“Shares” or “Securities”) in our initial public offering with a maximum 180 day offering period ending February ____, 2021. The proceeds from the sale of the ~~Asteriko shares. We~~shares by the company will be available for use 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 ~~development stage~~fixed price of $1.00 per share. The company’s shares are quoted on the OTC Markets.

	Offering Price per Share		Gross Proceeds to Our Company		Net Proceeds to Our Company

Per Share (Initial Public Offering)	$	1	$	1	$	1

Maximum (IPO)	$	1	$	12,500,000	$	12,500,000
Selling Shareholders	$	1	$	0	$	0

Total	$	1	$	12,500,000	$	12,500,000

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

The Company is an “emerging growth company, ~~with limited earnings focusing on early-stage business activities. This fact may impose some limitations on~~” as defined in the Jumpstart Our Business Startups Act

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ~~shareholders'~~ ability to ~~re-sell their shares in our company. Accordingly, investors should consider our shares to~~continue as a going concern.

This offering is a best efforts self-underwritten offering where the officers and directors will be ~~a high-risk illiquid investment (see "Risk Factors" section).~~ 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 engage in a business combination following this offering. ~~These~~

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 involve a high degree of ~~risk, and prospective purchasers~~risk. You should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities. Management will have sole control over company's accounts. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process (see "Use of Proceeds" and "Plan of Distribution" sections) This is our initial public offering. Prior to this offering there has been no public market for our common stock and we have not applied for listing or quotation on any public market. After the effective date of the registration statement, we intend to list our common stock on the Over-The-Counter Bulletin Board (OTCBB), which is maintained by the Financial Industry Regulatory Authority, Inc. (FINRA). This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. Our President will market our common stock and offer / sell the securities on our behalf. This is the best effort direct participation offering that will not utilize broker-dealer arrangement. No Officer or Director will receive any compensation for her/his role in selling shares in the offering. Our Director and his affiliates have not acted as promoters nor do they have a controlling interest in any companies (either viable or dormant). The Company is considered an "emerging growth company" as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements. Before purchasing any of the common stock covered by this Prospectus, carefully read and consider the risk factors ~~included in the section entitled "RISK FACTORS".~~ beginning on page 3 before purchasing our common stock.

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.~~prospectus. Any representation to the contrary is a criminal offense. ~~You should rely only~~

The date of this prospectus is August____, 2020.

TABLE OF CONTENTS

Prospectus Summary	5
Risk Factors	8
Cautionary Note Regarding Forward-Looking Statements	15
Use of Proceeds	16
Capitalization	17
Dilution	18
Market for Common Equity and Related Stockholder Matters	19
Description of Business and Property	19
Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Our Management	48
Security Ownership of Certain Beneficial Owners and Management	51
Certain Relationships and Related Party Transactions	52
Description of Capital Stock	53
Plan of Distribution	56
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	60
Legal Opinion	60
Experts	60
Interests of Named Experts and Counsel	60
Additional Information	61
Reports of Independent Registered Public Accounting Firms	F-1
Financial Statements	F-3
Audited Financial Statement June 30, 2019 and 2018	F-3
Unaudited Financial Statements March 31, 2020	F-13
Part II – Information Not Required in Prospectus	II-1
Signatures	II-4

Unless otherwise specified, the information ~~contained~~ in this ~~Prospectus.~~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 ~~provide you with~~give any information ~~about this offering, Asteriko Corp.,~~ or ~~the shares offered hereby that is different from the information included~~to make any representations, other than as contained in this ~~Prospectus. THE DATE OF 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.

PROSPECTUS ~~IS _______________, 2014.~~ TABLE OF CONTENTS THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND INFORMATION CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS. SUMMARY................................................................... 3 RISK FACTORS.............................................................. 5 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................. 11 USE OF PROCEEDS........................................................... 11 DETERMINATION OF OFFERING PRICE........................................... 12 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.................. 12 DIVIDENT POLICY........................................................... 13 DILUTION.................................................................. 13 PLAN OF DISTRIBUTION...................................................... 14 DESCRIPTION OF SECURITIES TO BE REGISTERED................................ 16 SHARES ELIGIBLE FOR FUTURE RESALE......................................... 16 INTERESTS OF NAMED EXPERTS AND COUNSEL.................................... 17 EXPERTS................................................................... 17 LEGAL MATTERS............................................................. 17 DESCRIPTION OF OUR BUSINESS............................................... 17 MANAGEMENT................................................................ 22 EXECUTIVE COMPENSATION.................................................... 25 COMPENSATION OF DIRECTORS................................................. 25 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 25 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 26 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................................................... 26 MANAGEMENT'S DISCUSSION AND ANALYSIS...................................... 27 AVAILABLE INFORMATION..................................................... 33 WHERE YOU CAN GET MORE INFORMATION........................................ 34 2 ~~PART I~~ SUMMARY ~~This~~

The following summary ~~provides a brief overview of the key aspects of our offering. It~~highlights selected information from this prospectus and may not contain all of the information that is important to you. ~~You~~To understand our business and this offering fully, you should read ~~the~~this entire ~~Prospectus~~prospectus carefully, including the ~~more detailed information regarding our company, the risks of purchasing our common stock discussed under "Risk Factors," and our~~ financial statements and ~~their accompanying notes. In this Prospectus, "Asteriko," "we," "our,"~~ the ~~"Company" or~~related 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.

Our Company

The Company was originally incorporated with the ~~"Registrant" refer to~~name Asteriko Corp., unless the context otherwise requires. Unless otherwise indicated, the term "fiscal year" refers to our fiscal year ending June 30. Unless otherwise indicated, the term "common stock" refers to shares of the Company's common stock, par value $0.001 per share. THE COMPANY Asteriko Corp. was incorporated in the State of Nevada on April 17, ~~2014.~~ 2014 under the laws of the State of Nevada. On January 6, 2017 the Board of Directors adopted an Amendment to its Articles and changed the name to Star Alliance International Corp on January 10, 2017. The Company is an emerging growth company and our auditors have issued a going concern opinion.

Business Strategy

The Company has an agreement with the principals of Troy Mining Corporation, a Nevada corporation, with paid claims on approximately 4800 acres consisting of 78 claims and surrounding properties in exchange for cash and stock per an agreement executed on June 11, 2019.

Our executive offices are located at ~~616 Corporate Way,~~5743 Corsa Avenue, Suite ~~2-6834, Valley Cottage, NY 10989.~~ 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 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.

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.

ABOUT THIS OFFERING

Securities Being Offered	Up to 12,500,000 shares of Star Alliance International Corp. to be sold by the company at a price of $1.00 per share. 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.

Initial Offering Price	The company will sell up to a maximum of 12,500,000 Shares at a price of $1.00 per share.

Terms of the Offering	The company will offer and sell the shares of its common stock at a price of $1.00 per share in a direct offering to the public.

Termination of the Offering	The offering will conclude when the company has sold all the 12,500,000 shares of common stock offered by it. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company.

Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.

RISK FACTORS

An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

Risks Relating to the Early Stage of our Company

We are at a ~~development~~very early operational stage ~~company with limited earnings~~and our success is subject to ~~date~~the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage. Our business and ~~nominal~~operations should be considered to be very 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 ~~assets with~~the value of an investment in our company.

We have a ~~focus on early-stage business activities such as proof of concept development, small batch manufacturing~~very limited operating history and ~~promoting~~ our ~~new technology. Since incorporation, management has developed a detailed~~ business plan is unproven and may not be successful.

Our company was formed on April 17, 2014 but we have not yet begun full scale operations. We have not licensed or sold any products commercially and do not have any definitive agreements to ~~provide customers with unique~~do so. We have not proven that our business model will allow us to generate a profit. The Company has not generated any revenue at this time.

We have suffered operating losses since inception and ~~innovative solution for their decorative needs. Our initial product is lattice panels designed for suspended ceiling. These panels will dynamically change~~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 in the ~~color of their surface with~~foreseeable future related to the ~~change of the viewing angle and / or the type of illumination. Our aim is to develop Asteriko Corp. in phases. The first phase~~completion of development ~~will focus on design solutions. The second phase will be manufacturing. We have identified~~and commercialization of our ~~target market~~sites. As a result, we are sustaining substantial operating and ~~obtained initial funding of $10,000 from Mr. Tomski (our President~~net losses, and ~~Director). We will require additional funding in order to pursue our business objectives; there~~it is ~~no guarantee~~possible that we will never be ~~successful~~able to sustain or develop the revenue levels necessary to attain profitability.

Our Auditors have expressed concerns about our ability to continue operating the business

Our auditors have issued going concern opinions in ~~this regard.~~ the audits and it is possible that 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.

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 ~~complete~~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 ~~offering in order to cover an estimated $9,500 in federal securities law compliance costs which includes $5,000 in accounting and auditing costs for~~control, including the ~~12 month period following~~state of capital markets, the ~~effectiveness~~market price of our ~~registration statement. Currently,~~common stock and the development or prospects for development of competitive technology by others. Because our ~~President devotes approximately fifteen hours a week~~common stock is listed on the OTC Market, 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 ~~Company.~~ current owners of our common stock.

We ~~will require~~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 ~~funds from this offering in order~~terms of raising such capital are unacceptable, we may have to ~~fully implement~~modify our business plan ~~(as discussed~~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 "Plan of Operation" section of this Prospectus). Our financial statements from inception (April 17, 2014) through June 30, 2014 report revenue of $3,239, net loss of ($2,594), and total assets of $11,390 including cash balance of $10,000, which was generated from the sale of 5,000,000 shares to our President and Director, and advances from Director's loan. We anticipate incurring average quarterly operational costs of about $5,000 until our offering is completed. Investors should be aware that our independent auditors have issued an audit opinion which includes a statement expressing substantial doubt asdoubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for ~~the next 12 months. Our auditor's opinion is based~~potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place strains on our ~~initial~~managerial, operational and financial ~~loss, limited operations,~~resources and ~~limited working capital.~~ could adversely affect our business and operating results.

Our ~~source of cash at this time~~growth has placed, and is ~~investments~~expected to continue to place, a strain on our managerial, operational and ~~loans from~~financial resources. Further, if our ~~Director and three sales~~business grows, we will be required to ~~the home remodeling companies that generated revenue of $3,239. We currently do not have any written agreements in place for any investments~~manage multiple relationships. Any further growth by us, or loans from third parties. We must raise cash to implement our projects and expand our operations. Investors must be aware that we do not have sufficient capital to independently finance our own plans. We have no arrangements or contingencies in placean increase in the ~~event of ceased operations, in which case investors would lose their entire investment. THE OFFERING We are offering, on a self-underwritten basis, a total of 10,000,000 shares of the common stock~~number of our ~~Company at a price of $0.01 per share. This is a fixed price Offering. This Offering of shares~~strategic relationships will ~~terminate 180 days from the effective date of~~increase this ~~Prospectus, although we may close the Offering~~strain on any date prior if the Offering is fully subscribed. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. There is no minimum offering of the Asteriko shares; investors will not receive a return of their investment if all shares are not sold. 3 The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this Prospectus is for investment purposes only; no market for our common stock currently exists. Please refer to "RISK FACTORS" and "DILUTION" sections before making an investment in our stock. Securities Being Offered 10,000,000 shares of common stock Offering Price $0.01 per share Offering Period The shares are being offered for a period not to exceed 180 days from the effective date of this Prospectus Number of Common Stock Issued and Outstanding Before Offering 5,000,000, all of which are held by our President Number of Common Stock to be Issued and Outstanding After Offering 15,000,000 shares Net Gross Proceeds to Our Company $100,000 Use of Proceeds Funding of business operations Risk Factors The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors" section. Going Concern From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (April 17, 2014) through June 30, 2014, report revenue of $3,239, and a net loss of ($2,594). Our independent registered public accounting firm has issued an audit opinion for Asteriko which includes an explanatory paragraph as to an uncertainty with respect to the Company's ability to continue as a going concern. Our President and Director does not intend to purchase any shares in this offering. SUMMARY FINANCIAL INFORMATION The following tables set forth a summary of the Company's financial information as provided in its year-end financial statements. You should read this information together with our audited financial statements and the notes thereto appearing elsewhere in this Prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations." BALANCE SHEETS June 30, 2014 ------------- Cash $ 10,000 Total current assets $ 10,713 Current liabilities $ 8,984 Total stockholder's equity (deficit) $ 2,406 STATEMENTS OF OPERATIONS For the Period from April 17, 2014 (inception) through June 30, 2014 ------------- Revenue $ 3,239 Total operating expenses $ 5,833 Net loss $ (2,594) 4 RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Prospectus before investing in our common stock. If any of the risks disclosed below occur, our business operating resultsmanagerial, operational and financial condition could be seriously harmed. We do not plan to register our common stock under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act") by filing a Form 8-A on a pre-effective basis. The consequences to investors of us being a Section 15(d) registrant in comparison to a Section 12(g) registrant are as follows: Under Section 15(d) of the Exchange Act, we are not required to file periodic reports if we have less than 300 holders of record for the fiscal year after the year of effectiveness. If we do not register our securities under Section 12 of the Exchange Act, weresources. This strain may not have an ongoing periodic reporting obligation and will not be subject to the Commission's proxy rules and Section 16 of the Exchange Act. RISKS RELATED TO OUR BUSINESS GOING CONCERN Our independent auditors express substantial doubt aboutinhibit our ability to ~~continue as a going concern. This opinion is based on limited operations to date,~~achieve the need to secure additional financing to support our operating plan. We have completed our business plan, identified target market, and commenced our business activities with 3 sales to-date. We cannot guarantee full success of our business. Our ability to design and manufacture color panels is dependent upon obtaining sufficient finances. There is additional operational risk of product design/manufacturing to ensure customer satisfaction. Our competitive position in North America within the industry in negligible in light of the recent start up. We may be unable to attract enough customers to compete effectively. AS A DEVELOPMENT STAGE COMPANY, AN INVESTMENT IN OUR COMPANY IS CONSIDERED A HIGH RISK INVESTMENT WHEREBY YOU COULD LOSE YOUR ENTIRE INVESTMENT We will incur significant expenses in orderrapid execution necessary to implement our business plan ~~including estimated $9,500~~and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in ~~federal securities law compliance~~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 ~~12 month period following the effectiveness~~Star Alliance International Corp. assets and other collateral as discussed more fully herein. Although we have interest by several underwriters of ~~our registration statement. As an investor, you should~~debt securities, we do not, at this time, have any firm arrangements for this additional financing. We may not be ~~aware of the difficulties, delays and expenses normally encountered by an enterprise~~able to obtain additional financing when required or in the ~~development stage, many of~~amount and on terms which ~~are beyond our control (such as unanticipated developmental expenses, inventory costs, employment costs, advertising and marketing expenses). We cannot assure you that our proposed~~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 ~~plan as described in this Prospectus will materialize or prove successful. OUR COMPANY MAY NOT SUSTAIN UNLESS WE FIND SUFFICIENT NUMBER OF CUSTOMERS INTERESTED IN OUR PRODUCTS~~activities to date. We have developed a new product that customers are not familiar with and it may take some time and marketing effort to properly introduce it to the potential customers. OUR BUSINESS OPERATIONS ARE DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING. We require the proceeds from this Offering in order to expand our operations. It will enable us (after paying the expensesno history of this Offering) to design and manufacture color panels in 2014 and potentially expand operations in 2015. We estimate that it will cost us $25,000 to design and manufacture color panels and cover all related licensing fees and the SEC compliance and filing expenses including legal fees. It will also allow us to initiate our marketing plans and prepare support material such as promotional video, web site and web advertising with an estimated cost of $2,500. We may need additional funds to further our business activities and to achieve a sustainable sales level where ongoing operations, and ~~expansion can be funded out of profits. There is no assurance that any~~substantial funding and additional ~~financing~~work will be ~~available or if available, on terms~~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 ~~acceptable~~able to ~~us. BUSINESS EVALUATION IS DIFFICULT SINCE WE HAVE NOT YET COMMENCED SIGNIFICANT BUSINESS ACTIVITIES We were incorporated~~operate the business successfully on ~~April 17, 2014 and to date have been involved primarily in organizational activities.~~an ongoing basis. We have ~~generated revenue~~not earned any revenues as of ~~$3,239~~the date of this Memorandum, and ~~have incurred total losses~~thus face a high risk of ~~($2,594) from inception to June 30, 2014. 5~~ ~~You cannot evaluate our~~ business ~~or our future prospects due to our lack of operating history. To-date, we have been involved in limited business activities (3 pilot sales).~~ 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 ~~development stage~~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, but 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 ~~guarantee~~assurance that wethe expenditures made by us in the acquisition of Troy will ~~commence full business~~result in profitable operations. ~~Furthermore,~~

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 ~~significant revenue.~~revenues. We ~~therefore~~ expect to incur continuing and significant losses ~~into the foreseeable future. We recognize that if~~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 ~~sufficient~~significant revenues from selling color panels, we will not be able to continue operations. IF OUR PRESIDENT LEAVES THE COMPANY PRIOR TO SECURING REPLACEMENTS, WE WILL BE LEFT WITHOUT MANAGEMENT AND OUR BUSINESS OPERATIONS WOULD CEASE We depend on the services of our President, Ilia Tomski, and our success depends on the decisions made by him. The loss of the services of our President could have an adverse effect on our business, financial condition and results of operations. There is no assurance that our President will not leave the company or compete against usmining leases acquired from Troy in the future, as we presently have no employment agreement with him. In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of Mr. Tomski could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements. ALTHOUGH OUR PRESIDENT IS NOT CURRENTLY RECEIVING COMPENSATION FOR HIS SERVICES, HE MAY DECIDE TO PAY HIMSELF, WHICH WILL ADVERSELY IMPACT ANY POTENTIAL NET PROFIT THAT WE MAY GENERATE We are not currently compensating our President for providing management services to us. In the future we might pay him compensation if the cash flow generated from operations significantly exceeds our total expenses. Mr. Tomski, as our President and Director, has the power to set his own compensation as he sees fit. If he determines to compensate himself, it could have an adverse effect on our net profit, if any. OUR MANAGEMENT HAS LIMITED PRIOR EXPERIENCE IN THE MANUFACTURING SECTOR AND THEREFORE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE DEVELOPMENT AND GROWTH OF OUR COMPANY IN THIS FIELD Our management has limited experience in manufacturing sector. Although Mr. Tomski has over 12 years of experience in designing new hi-tech devices such as high vacuum systems for utilization in particle accelerator applications in general and for Accelerator Mass Spectrometry applications in particular; ion optical elements such as atmospheric pressure to vacuum sampling interface, ion guides, ion collision cells that are vital components of commercial mass spectrometers for bio-medical applications; cryogenic systems for commercial superconducting gravity gradiometer this also includes design and manufacturing of superconducting electrical circuits and gradiometer sensor components. However, Mr. Tomski has limited experience in manufacturing this may result in serious missteps in development/implementation of our business plan. SINCE OUR PRESIDENT AND DIRECTOR HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT, IN THE FUTURE, OUR DISCLOSURE AND ACCOUNTING CONTROLS MAY NOT BE EFFECTIVE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, WHICH COULD RESULT IN POTENTIAL FINES, PENALTIES AND ASSESSMENTS Our President and Director has no formal training in financial accounting and management; however, he has been preparing the financial statements that have been audited and reviewed by our auditors (included in this Prospectus). Furthermore, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the SOX Act). Inability to create and implement the disclosure and accounting controls required under the SOX Act could result in fines, penalties and assessments against the company, and could ultimately cause you to lose your entire investment. THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR PRESIDENT AND DIRECTOR COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS Mr. Ilia Tomski, our President and Director, has had no responsibility for managing a public company in the United States, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Such responsibility includes complying with federal securities laws and making required disclosures on a timely ~~basis. In addition, Mr. Tomski~~fashion, we may not be able to ~~implement programs~~earn profits or continue operations in the long term. If we are unsuccessful in addressing these risks, our business will most likely fail.

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 ~~policies~~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 ~~an effective~~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 ~~timely manner or in a manner which adequately responds~~actualize commercial production from the mine. Our progress is expected to ~~such increased legal, regulatory compliance~~require the full utilization of our management, financial and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effectother resources. Our ability to manage growth effectively will depend on our ability to ~~comply with~~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 ~~reporting requirements of the Exchange Act, which is necessary to maintain~~current successful mine management team for this upgrade in our ~~public company status.~~ production expansion plan.

If we ~~were~~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 ~~fail~~properly manage our planned rapid transition to ~~fulfill those obligations,~~fully active mining operations could negatively impact our ability to ~~continue as a U.S. public company would be in jeopardy, in which event you~~execute on our operating plan and, accordingly, could ~~lose your entire investment. 6~~ OUR PRESIDENT AND DIRECTOR WILL ALLOCATE ONLY A PORTION OF HIS TIME - ABOUT FIFTEEN HOURS A WEEK TO OUR BUSINESS, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR SUCCESS Currently, our President and Director allocates only a portion of his time to the operation of our business. Ifhave an adverse impact on our business, ~~develops faster than anticipated, or if his other commitments require him to devote more substantial amounts~~and our cash flow and results of ~~time than is currently planned, there is no guarantee that he will devote the time necessary to assure our successful~~ operations. OUR EXECUTIVE OFFICERS DO NOT RESIDE IN THE UNITED STATES. Our executive Officers do not reside in the United States. The U.S. stockholders would face difficulty in: * effecting service of process within the United States on our Officers; * enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the Officers; * enforcing judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in foreign courts against our Officers; and * bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against our Officers.

IF WE ARE ~~AN "EMERGING GROWTH COMPANY" AND INTEND~~UNABLE TO ~~TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES; AS A RESULT~~STAKE ADDITIONAL CLAIMS, OUR ~~COMMON STOCK MAY~~OPERATIONS COULD BE ~~LESS ATTRACTIVE TO INVESTORS We are an "emerging growth company," as defined in~~ADVERSELY AFFECTED.

Our business plan calls for quickly staking currently available additional claims that comprised the ~~Jumpstart Our Business Startups Act~~original AT&E property. This for a variety of 2012. We intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Such exemptions include, but not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. . We may take advantage of these reporting exemptions until we are no longer considered an emerging growth company, which in certain circumstances could be up to five years. There may be a less active trading market for our common stock and our stock price may be more volatile. As an emerging growth company, exemptions from the following provisions are available to us: 1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls; 2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation; 3. Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company; 4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and 5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer's size. RISKS RELATING TO OUR COMMON STOCK BECAUSE OUR PRESIDENT AND DIRECTOR, WHO IS ALSO OUR SOLE PROMOTER, WILL OWN 33% OF THE OUTSTANDING SHARES AFTER THIS OFFERING, HE WILL RETAIN SIGNIFICANT CONTROL OF THE COMPANY, WHICH IN TURN COULD DECREASE THE PRICE AND MARKETABILITY OF THE SHARES 7 After all 10,000,000 shares of common stock of this Offering are sold Mr. Tomski will own 5,000,000 or 33.3% of total outstanding shares and will retain significant control. As a result, Mr. Tomski will have an ability to influence the Company as follows: * elect or defeat the election of our Directors; * amend or prevent amendment of our articles of incorporation or bylaws; * effect or prevent a merger, sale of assets or other corporate transaction; and * affect the outcome of any other matter submitted to the stockholders for vote Moreover, because of the significant ownership position held by our insider, new investorsreasons may not ~~be able to effect a change in the Company's business or management,~~occur and therefore, shareholders would be subject to decisions made by management and the majority shareholder. In addition, sales of significant amounts of shares held by Mr. Tomski, or the prospect of these sales, could adversely affect the ~~market price of our common stock. Management's stock ownership~~Company.

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.

There are several governmental regulations that materially restrict mineral exploitation. We may ~~discourage a potential acquirer from making a tender offer or otherwise attempting~~be required to obtain ~~control~~work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our business plan budgets for regulatory compliance, there is a risk that new regulations could increase our costs of ~~the Company; this could reduce~~doing business, prevent us from fully executing on our ~~stock price or prevent our stockholders from realizing a premium over our stock price. WE ARE SELLING SHARES IN THIS OFFERING WITHOUT AN UNDERWRITER~~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 ALL OF THE SHARES; WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS This offering is self-underwritten, that is, we are not engaging the services of an underwriter to sell the shares. We intend to sell them through our President and Director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however,THEIR SHARES.

Although currently there is no guarantee that he will be able to sell any/all of the shares. In the event we do not sell all of the shares before the expiration date of the Offering, we will have to seek alternative financing sources. There is no provision to refund all or portion of the funds to our existing shareholders raised by selling company shares. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES Our existing stockholder acquired his shares at a cost of $0.001 per share, a cost per share that is substantially less than the amount you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.01 you pay for them (see the Dilution table). THE PROCEEDS OF OUR OFFERING WILL BE HELD IN A STANDARD CORPORATE CHECKING ACCOUNT (RATHER THAN AN ESCROW ACCOUNT) UNTIL THE OFFERING CLOSES, IT IS POSSIBLE THAT CREDITORS OF THE COMPANY COULD ATTACH THESE FUNDS Our management will have sole control over the withdrawal of funds. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process. THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SECURITIES, THERE CAN BE NO ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE QUOTED FOR TRADING There is no public market for our securities the Company has an over the counter (OTC) symbol, "STAL" and ~~there can be no assurance that an active trading market~~as of the date of this PPM, it has filed with the SEC its 10-K filing for the ~~securities offered herein will develop after this offering by~~period ending June 30, 2019 and has filed its 10-Qs for the ~~selling stockholders, or,~~periods ending September 30, 2019, December 31, 2019 and March 31, 2020 and its shares are trading under the stock symbol “STAL”. However, if developed, be sustained. After the effective date of the registration statement of which this Prospectus is a part, we intend to identify a market maker to file an application with the Financial Industry Regulatory Authority (FINRA) to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, we cannot assure you that we will meet the acceptance criteria. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, if quoted, a public market may not materialize. 8 ~~RISK OF LOSING INVESTMENT If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the Over-the-Counter Bulletin Board, or~~ a public trading market ~~does~~for our common stock is not ~~develop,~~developed in the future, purchasers of the ~~shares of~~ 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 declared 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, we do not anticipate paying any cash dividends until such metrics are achieved. Thereafter, payment of any dividends will 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.

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.

Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers 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 share 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.

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, we 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, 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.

The Offering price of $1.00 per Share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

We have no firm commitments to purchase any shares.

We have no firm commitment for the purchase of any shares, therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to ~~sell their securities, rendering their~~identify investors to purchase the shares ~~effectively worthless~~ and ~~resulting in a partial or complete loss~~may have inadequate capital to support its ongoing business obligations.

All proceeds from the sale of ~~their investment. PURCHASING PENNY STOCK LIMITS INVESTOR'S ABILITY TO RE-SELL The~~ shares offered by ~~this Prospectus constitute "penny stock" under~~ the company will be immediately available for use by the company once the minimum offering amount it reached.

We have not established an escrow to hold any of the proceeds from the sale 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 shares are quoted on the OTC Markets, which could severely impact their liquidity.

Currently our shares are traded on the OTC Market. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange ~~Act. The shares will remain "penny stock"~~or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the ~~foreseeable future. "Penny stock"~~common stock. It is possible that the company’s shares may never be quoted on or listed on a higher exchange.

A low market price would severely limit the potential market for our common stock.

Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose ~~additional~~various sales practice requirements on broker-dealers who sell ~~such securities~~penny stocks to persons other than established customers and ~~accredited investors (generally those with assets in excess~~institutional or wealthy investors. For these types of ~~$1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For~~ transactions, ~~covered by these rules,~~ the broker-dealer must make a special suitability determination for the ~~purchase of such securities~~purchaser and have received the ~~purchaser's~~purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market.sale. The broker-dealer also must disclose the commissions payable to ~~both~~ the broker-dealer, current bid and ~~the registered representative and current~~offer quotations for the ~~securities. Finally, monthly~~penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. ~~Consequently, the "penny stock" rules~~The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

FINRA sales practice requirements may ~~restrict the~~also limit a stockholder’s ability ~~of broker-dealers~~ to buy and sell our ~~shares of common~~ stock. ~~The market price of our shares would likely suffer as a result.~~

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA ~~SALES REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK FINRA has adopted~~ rules ~~that~~ 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~~low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the ~~customer's~~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~~low-priced securities will not be suitable for ~~certain~~at least some customers. FINRA requirements ~~will likely~~ make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the ~~effect of reducing the level of trading activity in~~market value for our ~~common stock. As a result, fewer broker-dealers may be willing~~shares.

An investor’s ability to ~~make a market in~~trade our common stock ~~reducing~~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, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some 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 ~~stockholder's ability~~code of ethics. We have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to ~~resell~~do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such 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 matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Because we will not pay dividends 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

the ability of the company to offer and sell the shares of common stock offered hereby;

the integration of multiple technologies and programs;

the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

changes in existing and potential relationships with collaborative partners;

the ability to retain certain members of management;

our expectations regarding general and administrative expenses;

our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

other factors detailed from time to time in filings with the SEC.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. The Company will be required to update any forward looking statements as required by law.

USE OF PROCEEDS

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:

Description	25%	50%	75%	100%

Balance due on loan to purchase mine	350,000	350,000	350,000	350,000
Repairs to road	20,000	40,000	60,000	100,000
NI 43-101 Appraisal	70,000	70,000	70,000	70,000
Outstanding overheads, legal and Professional	100,000	100,000	100,000	100,000
Outstanding payroll	120,000	120,000	120,000	120,000
equipment Repair	200,000	200,000	200,000	200,000
new equipment	500,000	500,000	500,000	700,000
Secure all mining claims-repost	40,000	40,000	40,000	40,000
Stake new mining claims	25,000	35,000	35,000	50,000
Mining start-up costs	1,000,000	1,500,000	2,000,000	2,500,000
Surface core drilling	0	1,000,000	2,000,000	2,000,000
Surface Trenching, mapping, sampling	0	185,000	185,000	185,000
Working Capital/Growth	217,500	1,172,500	2,308,750	4,210,000
Contingency (15%)	482,500	937,500	1,406,250	1,875,000

Total	3,125,000	6,250,000	9,375,000	12,500,000

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

	March 31, 2020		June 30, 2019
		(unaudited)		(audited)
ASSETS
Current assets:
Cash	$	3,529	$	471
Total current assets		3,529		471

Other assets:
Property and equipment		450,000		–
Mining claims		57,532		–
Total other assets		507,532		–

Total Assets	$	511,061	$	471

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	40,049	$	32,692
Accrued expenses		5,868		2,863
Accrued compensation		95,200		–
Notes payable		421,500		20,000
Note payable – former related party		32,000		32,000
Related party advance		5,721		3,980
Due to former related party		42,651		42,651
Total current liabilities		642,989		134,186

Total liabilities	$	642,989	$	134,186

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2020			2019			2020			2019
Operating expenses:
General and administrative	$	738,608		$	7,344		$	794,984		$	16,950
Professional fees		109,180			22,306			126,680			53,902
Director compensation		441,000			–			469,000			–
Officer compensation		45,000			–			123,000			–

Total operating expenses		1,333,788			29,650			1,513,664			70,852

Loss from operations		(1,333,788	)		(29,650	)		(1,513,664	)		(70,852	)

Other expense
Interest expense		(1,745	)		(789	)		(3,800	)		(1,933	)
Loss on conversion of accrued salary		(118,000	)		–			(118,000	)		–
Total other expense		(119,745	)		(789	)		(121,800	)		(1,933	)

Loss before provision for income taxes		(1,453,533	)		(30,439	)		(1,635,464	)		(72,785	)

Provision for income taxes		–			–			–			–

Net loss	$	(1,453,533	)	$	(30,439	)	$	(1,635,464	)	$	(72,785	)

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. STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, RESTRICTING THE STATES WHERE YOU CAN RESELL THE SHARES OFFERED BY THIS PROSPECTUS If you purchase~~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 ~~sold pursuant to this offering, you may not be able to resell the shares in a certain state unless~~on March 31, 2020.

Our net tangible book value and ~~until the shares of~~ our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that wenet tangible book value per share will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption forimpacted by the ~~secondary trading of our common stock in any particular state, the~~12,500,000 shares of common stock ~~could not~~which may be ~~offered or~~ sold ~~to, or purchased~~ by ~~a resident~~our company. The amount of ~~that state. In~~dilution will depend on the ~~event that a significant~~ number of ~~states refuse~~shares sold by our company. The following example shows the dilution to ~~permit secondary trading in our~~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:

		Offering (100%)			Offering (75%)			Offering (50%)			Offering (25%)
Book Value Per Share Before Offering
Stockholder equity (deficit)			(131,928	)		(131,928	)		(131,928	)		(131,928	)
Subtract: intangible assets			–			–			–			–

Net Tangible Book Value Before			(131,928	)		(131,928	)		(131,928	)		(131,928	)
Number of Shares Outstanding			105,713,334			105,713,334			105,713,334			105,713,334

Net Tangible Book Value Per Share Before			(0.001248	)		(0.001248	)		(0.001248	)		(0.001248	)

Total Book Value After Offering
Gross proceeds of offering			12,500,000			9,375,000			6,250,000			3,125,000
Subtract: Commission
Offering Costs			–			–			–			–

Net Offering Proceeds			12,500,000			9,375,000			6,250,000			3,125,000

Add: Costs paid included in intangibles above			–			–			–			–
Net tangible book value before			(131,928	)		(131,928	)		(131,928	)		(131,928	)

Net Tangible Book Value After Offering	(1)		12,368,072			9,243,072			6,118,072			2,993,072

Share Calculation
Number of shares in offering			12,500,000			9,375,000			6,250,000			3,125,000
Number of shares before			107,953,334			107,953,334			107,953,334			107,953,334

Number of shares after offering	(2)		120,453,334			117,328,334			114,203,334			111,078,334

Change in Net Tangible Book Value Per Share
Net tangible book value per share after (1)/(2)			0.1026794			0.0787795			0.0535717			0.0269456
Net tangible book value per share before			(0.001222	)		(0.001222	)		(0.001222	)		(0.001222	)

Change in Net Tangible Book Value			0.1014574			.0.0800015			0.0547937			0.0281676


Dilution
Amount paid per share by investor			1			1			1			1
Net tangible book value per share after			0.1026794			.0787795			.0535717			.0269456

Dilution			0.8973206			0.9212205			0.9464283			0.9730544

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 ~~common stock~~shares will be limited, which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder's ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder's risk of losing some or all of her investment. IF QUOTED, THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE; YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE ACQUISITION PRICE Even if our shares are quoted for trading on the Over-the-Counter Bulletin Board following this offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors: 9 * variations in quarterly operating results; * our announcements of significant commissions and achievement of milestones; * our relationships with other companies or capital commitments; * additions or departures of key personnel; * sales of common stock or termination of stock transfer restrictions; * changes in financial estimates by securities analysts, if any; and * fluctuations in stock market price and volume. Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment. SINCE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON SHARES, STOCKHOLDERS SHOULD RELY ON STOCK APPRECIATION FOR ANY RETURN ON THEIR INVESTMENT sustained.

We have not ~~declared or~~ paid any dividends on our common stock ~~since inception; we~~and do not anticipate paying ~~any such~~cash dividends ~~for~~in the foreseeable future. ~~Accordingly, holders~~We intend to retain any earnings to finance the growth of our ~~common stock~~business. We cannot assure you that we will ~~have to rely on capital appreciation, if any, to earn a return on their investment~~ever pay cash dividends. Whether we pay cash dividends in our common stock. ADDITIONAL ISSUANCES OF OUR SECURITIES MAY RESULT IN IMMEDIATE DILUTION TO EXISTING SHAREHOLDERS We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capitalthe future will be ~~through~~at the ~~sale~~discretion of ~~additional shares of common stock. We are authorized to issue up to 75,000,000 shares of common stock, of which 5,000,000 shares of common stock are currently issued and outstanding. Our~~our Board of Directors ~~has the authority over issuing additional shares~~and will depend upon our financial condition, results of ~~common,~~operations, capital requirements and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders' interests, which will negatively affect the value of your shares. WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 404 of the SOX Act, we will be required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting once this registration statement becomes effective and we commence filing financial reports with the Securities & Exchange Commission. We expect to incur additional expenses and diversion of management's time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. We currently do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the SOX Act Section 404. As such standards are modified, supplemented or amended; it may be difficult to ensure effective internal controls over financial reporting. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY COMPANY; YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES The offering price and other terms and conditions relative to the Company's shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other ~~objective criteria~~factors that the Board of value. Additionally, as the Company was formed on April 17, 2014 and has only a limited operating history and nominal earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock. 10 ~~CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Prospectus contains forward-looking statements and information relating to our business that~~Directors decides are based on our beliefs as well as assumptions made by us or based upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project" and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the "Management'srelevant. See Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation" section,~~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 ~~section entitled "Description~~OTC trading symbol) was originally incorporated as Asteriko Corp. in the State of ~~Our Business",~~Nevada on April 17, 2014 under the laws of the state of Nevada. Asteriko generated limited or no earnings as a provider of interior decorating products and a travel and tourism service. As a result of 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”.

On August 13, 2019 the Company acquired the assets of Troy Mining Corp, a Nevada corporation ("Troy"). This acquisition includes 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. Under the terms of the asset purchase agreement we acquired 100% of the assets for stock and cash Such assets include 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. 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.

Description	Garcia Valuation	Est. Reserves	Est. Reserve Value
Mining Claims	2,048,720 oz	2,048,720 oz^A	$4.17 billion^B

^A See Garcia Valuation and Gold Reserves

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

Overview of Troy Mining Property, Mariposa County, CA

Location and Means of Access to the Troy Claims

The 79 current mining claims registered to Troy Mining Corporation are located east/southeast 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 other 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. This road is approximately five (5) 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. 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 base of what is commonly known as the “mother lode” area for the west coast.

Overview of Previous Mining Operations on the Troy Claims

There are three main portals (Hite Mine, Gibbs/Williams Brothers Mine and the Gold Star Mine) located within the area currently included in the Troy mining claims that have been worked from as early as 1849 to as recently as 1996 (Note: in total there are 17 portals on the property and exploratory mining permits are in hand via those ~~discussed elsewhere~~portals). 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 most of the time. 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 ~~Prospectus.~~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.

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

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. The property was acquired from AT&E in the late 90’s by USA Mining and then 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

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).

Mine	Description
Bunker Hill	Discovered in 1851. Located on Pinoche Ridge 1.5 miles southeast of Hite Cove and discovered in 1851. No production data but was equipped with one of the first quartz mills in California. Also known as the Squirrel prospect. Gold mineralization occurs in northwest- striking, southwest dipping veins in slate and hornfels.
Emma I	Located 1.5 miles southwest of Browns Peak, 1.5 miles west of the Williams Brothers mine. Mineralization occurs in two (2) parallel northwest trending, northeast dipping quartz veins. It is indicated that the veins pinch and swell rapidly, and ore shoots are limited but rich. Apparently last worked in 1920 when a 90-foot tunnel was driven into the vein and previously-caved workings. Hangingwall and footwall rocks are reported to be slate and diorite respectively. No production data available.
Eureka III	Old property active prior to 1868. Vein reported to be 3.5 feet wide and consisting of galena, sphalerite, pyrite, native gold, and tellurides in quartz. Reported that ore mined between 1868 and 1880 ran an average of between $40 and $100 per ton ( 2-5 ounces). The Mill onsite was water powered arrastra.

Georgia Point	This is a patented property consisting of the Spring Tunnel, Georgia Point, and South Side claims. Vein is indicated to be an extension of the Hite gold mineralized system. Workings at this site indicated to be superficial.
Hite	Located on the north shore of the South Fork of the Merced River. Discovered in 1862 by John Hite. Initial mining occurred at the Hite Mine during the period 1862-1881. Reported production from this mine totaled approximately $3 million worth of gold (150,000 ounces). (At today’s price of $1,325 the present value would be $198,000,000.) Mineralization occurs in quartz veins that trend northwest and are steeply northeast dipping. The majority of the production has been taken from a single vein that is split by large lens of slate and schist. Overall vein thickness ranges from a few feet up to 25 feet. The veins of the Hite deposit crop out on the slope of a west-trending ridge. Mineralization occurs in metasedimentary rocks consisting of slate, graphitic schist, quartzite, metasandstone, and quartz-biotite hornfels. These rocks are cut by a series of dikes and sills ranging from aplite to granodiorite. Access to the veins at the Hite Mine was done through 2 crosscut adits connected with the drift levels. Overall, it is indicated that the ore of the hangingwall vein was of, much lower grade than in the footwall vein. It is indicated that the mine was last operated in the early 1900's with limited production from the lower levels. However, several crosscuts accessed by a winze were created within the lower levels of the mine; it is not known whether) or not significant production has occurred from these workings. Figure 4 is a longitudinal projection of the Hite Mine showing the location of ore taken from the mine. Ore was processed through a 40-stamp mill with a nominal capacity of 72 tons per day. It is reported that the quartz is free milling and contains an average of 1.5% sulfides.
Hite Central	This is a patented property, 4 acres in size, that adjoins the Hite property to the southeast. The geology is reported to be similar to that of the Hite Mine. Workings on this property are indicated to be superficial.
Kaderitas	Also known as the Caderitas, Cader Idra, and Little Wonder. Located on the south slope of Browns Peak! approximately 0.25 miles from the Williams Brothers Mine. At one time was known as the Mina de la Libertad. The mineralized quartz vein strikes northwest and dips steeply to the northeast. The vein mineral assemblage is described as gold, pyrite, arsenopyrite, galena, and sphalerite in milky quartz. Wall rocks at the Kaderitas consist of graphitic slate and schist with intrusions of granodiorite. Mine workings consist of an adit approximately 100 feet long and superficial workings. Vein is indicated to extend to the Mexican II mine and thus represents an extension of this mineralized zone. Last worked in 1953-1954. No production data is available.
Mexican II	Also known as the El Carmen mine. Located on the south slope of Browns Peak. Indicated to adjoin the Kaderitas Mine. First discovered at about the time of the Hite Mine by Mexicans. Ore at this mine is indicated to be high grade but patchy. Ore occurs in 2 roughly northwest trending, steep northeast dipping quartz veins. Development of the mine was undertaken by an inclined shaft approximately 150 feet deep that accesses workings which includes 625 feet of drifts, and two tunnels of length 240 and 380 feet. Quartz veins are enclosed in slate and massive quartz biotite rock. No production data is available.
Williams Bros.	Also known as the Gibbs mine. Located on the southeast slope of Browns Peak. First indicated to be worked in the 1860's through three drift adits. Due to its inaccessibility, little development work was done prior to 1949. Property is now accessed by a 9-mile switchback road from State Route 140. Ore was initially processed through a 5-stamp mill. Ore from the mine was reported to run as high as $27.22/ton (1.36 oz/ton). Mineralization occurs in a northwest striking vein that dips northeast at angles ranging from approximately 25° to nearly vertical. The vein ranges from 6 to 20 feet in thickness with an estimated average of 6 to 8 feet. The mineralogy of the vein consists of fractured, friable pyrite, gold, and ankerite in milky to glassy quartz. Gold mineralization is closely associated with the pyrite. Ore occurs in shoots and pods. During the ATE period of ownership, the mine was being exploited on a limited basis from 2 headings. A 500 ton- per day gravity mill with a sulfide circuit was been added to the site. Spotty production records exist.
Clearing House	The Clearing House Mine, which is NOT on the property but is directly across and several hundred yards northwest of the Gold Star Mine, is said to have mined from a 1000 ft deep shaft, more than $3.35 million (approx. $225 million - Oct 2010) in gold through 1937. It is believed by many that the vein structure trends toward the Gold Star and Hite Mines which are on the property.

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:

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

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:

Reserves	Oz of Au	Value Oct 31, 2010 Au @ $1325.00/oz
Estimated Reserves	16,693	$22,118,225
Probable Reserves	2,756	$3,651,700
Probable Reserves	109,984	$145,728,800
Possible Reserves	214,120	$283,709,000
Total	343,553	$455,207,725

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:

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	=	47,761 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 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.

Topographical Mapping	Mapping of the terrain will include obtaining and digitizing the entire operating area in topographic form at 50 ft. intervals. Once the data is entered, this will allow a viewer to 3 dimensionally view, rotate and zoom in on any area of the terrain.
Mine Location Mapping	All mining locations on the property need to be located. There are numerous mines, as well as smaller excavations all of which need to be identified along with their exact geographic location and elevation.
Laser Mapping	Once located, all existing mines and structures including all portals, tunnels, adits, stopes and excavations, etc. will be mapped utilizing laser technology. Basically, a specialized scanning laser is set at a known reference location (for instance a portal of a mine) and the scanning laser will scan the interior of the mine, say for 100 ft. The scanning laser is repositioned many times within the mine until the complete mine is mapped. The data is then transferred and manipulated into the 3-dimensional software so that an accurate 3-dimensional view is created. This approach will enable Management to be able to view each mine structure and greatly assist in the creation of a mining operation.
Sampling – open field	The entire property will be surveyed by team(s) of geologists whose function it is to identify the geographic location of every excavation, every mine and mark and grab sample each outcropping that may hold promise of being mineralized. In addition, any existing open trenching or exploratory holes will be further explored and sampled. The data acquired including the results of any assays will also be entered in data sets and entered into the software.
Sampling – below ground	All the mine structures that will have been identified, will be entered and sampled. Some sampling may in fact be resampling areas of previous samples so that the precise location of the samples may be data logged. Any analytical data that is obtained as a result of assaying shall also be entered into the software further impacting the 3-dimensional view.
Drilling - core	Management has a significant amount of information on core drilling that has taken place within the last 15 years on the property. All the core drilling data will be converted into acceptable data formats that will be entered into the 3-d software. In addition, Management expect to begin a core drilling program that will cover a significant portion of the property. Previous core drilling was primarily shallow in nature – less than 175 feet. Historical records indicate that there may be payzones that extend up to 1,000 feet below the nominal grades of the local rivers. One significant neighboring mine had several significant payzones some 900 feet below the North Fork of the Merced River and was located less than 1,000 feet from the river itself. It is Management’s intention to drill deep samples in the hopes of encountering a similar vein structures that many geologists probably may exist moderately deep below the property.
Kaderitas Mine	Bulk sampling of the mine to assess its utility as a mill feed stock
Hite Mine	The working need to be located and a review of rehabilitation requirements be undertaken. A study to determine if the lowest excavation can be accessed from the side should be evaluated or if continuation of the Gold Star working to intercept the Hite is a more feasible plan. There may be many extensions to the Hite mineralized zones from the Georgia Point, Hite Central and Eureka III mines which may be significant.
3-D Mapping	In today’s modern world, making a geological 3-D map is a fundamental element necessary in any exploration or mining program. It allows the mining planners to incorporate a huge amount of data, including core drilling and laser mapping that will create a 3-D view of the sub-surface terrain with the ability to rotate the views to create a mining plan.

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:

Report	Description
1971 Richard H. Harker	Richard H. Harker, in a 1971 unpublished report for Golden Eagle Mining Corporation, reported an average of 0.516 ounces of gold per ton (approximately 16 grams per ton) from seven samples taken. He likened the veins of the subject property to Newmont's North Star and Empire Gold Mines near Grass Valley, California. In a subsequent report in 1972, twenty- nine (29) random samples from other parts of the mine were taken by Harker and average 0.87 ounces of gold per ton. An additional 16 samples from the #1 and ore shoots averaged 0.94 ounces of gold per ton. The 1971 report confined its contents and survey to a section of the properties known as the “Gibbs (Williams Bros.)”, the Gold Star and Hite mines. In Mr. Harker's Engineering Summary, he states, "The ores blocked out on the Williams Brothers claim were studied, and all assays reevaluated. Ore bodies of from 140,000 to 160,000 tons were mapped. Value of this block out ore at $35 per ounce of gold would amount to about $3 million (85,714 troy ounces)”. Based only on his valuation and of the gold, this portion of the properties will yield approximately at $425 per ounce - $36,000,000 and at $42,000,000 at $500 per ounce from this specific vein structure. Management believes that at least three similar structures exist on the Troy mining property.
1987 Vinta Exploration, Ltd.	In 1987, Vinta Exploration, Ltd. spent eight days evaluating the vein system both underground and on the surface. Vinta’s sampling is various parts of the existing underground workings and geochemical survey of the surface area averaged 0.732 ounces of gold per ton.
1995 Kenneth P. Giles	Kenneth P. Giles, a Geological Engineer from the Montana College of Mineral Science and Technology, in a report dated in February 1995, stated that out of 72 assay “grab” samples taken by him, the average assay yield from the Gibbs mine was 0.9825 ounces per ton (approximately 30.5 g per ton).
1996 Dr. Ralph Pray	In September 1996, Dr. Ralph Pray, D. Sc. Metallurgical Engineering, Colorado school of mines completed a six-day evaluation of the Troy property area. Dr. Pray advised he did have an opportunity to review and confirm the results the historic drill logs for the Gibbs vein. The purported logs indicate 231 drill holes of 80-110 feet deep on 4 foot centers with samples taken at 5 foot depth intervals. Of these 231 holes, a purported 141, or 60% of these drillings intersected at least one quartz and/or sulfide vein. Dr. Pray further stated that he believed the properties and facilities had tremendous potential and required more extensive evaluation and the previous mine operator did not appear to follow through or did not appear to know how to properly exploit the resources of the mining claims.

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]}

___________________________

^[1]

Geology of the Sierra Nevada, in Geology of Northern California, California Division of Mines and Geology Bulletin; 1966; 190, pp. 107-169.

^[2]

Bowen, O.E., and Gray, C.H., 1957; Mines and Mineral Deposits of Mariposa County, California, California Journal of Mines and Geology Vol. 53 No 1-2 p 35-343

^[3]

Calfornia Bureau of Mines and Geology, Report of the State Mineralogist, Clark, W.B., 1970

^[4]

Gergen, R.W., 1994; Hodgson, C.J., 1993; Various years from 1908-1,932.

^[5]

Gold Districts of California, California Division of Mines and Geology, Bulletin 193, 186, pages.

^[6]

Williams Brother Mine Ore Reserve Calculation Update, AT&E Mining Internal Memorandum 6 pages.

^[7]

Mesothermal Lode Gold Deposits, in, Mineral Deposit Modelling, Geological Association of' Canada Special Paper 40, edited by R. V. Kirkham, W.l. Sinclair, R.I. Thorpe, and J.M. Duke, pp. 635-679.

^[8]

Clarke, Geoffrey A., M.Sc. Confidential Report for Lakefield Minerals- June 1995.

Geology and Gold Sources on the Troy Claims

Geological Summary

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.

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

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 Williams Brothers Mine

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

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:

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

The Troy Mining Zone Location Map – Mariposa County

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. ed. 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 the Troy Claims. These factors include ~~among others: general economic~~market fluctuations, the proximity and ~~business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms,~~capacity of natural resource markets and ~~deployment~~processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of ~~capital;~~minerals and ~~availability~~environmental protection. The exact effect of ~~qualified personnel. These forward-looking statements are relevant~~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 ofamended (30 U.S.C. §§ 22-54 and §§ 611-615) is the date of this Prospectus. We believe that the expectations reflected in the forward-looking statements are reasonable; however we cannot guarantee future results, levels of activity, or achievements. Except as required by applicablemajor U.S. federal law ~~including the securities laws~~governing locatable minerals. This law allows citizens of the United States ~~we expressly disclaim any obligation or undertaking~~the opportunity to ~~disseminate any update or revisions~~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 ~~any~~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 ~~forward-looking statements~~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 ~~reflect any change in our expectations~~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 ~~regard thereto~~the side lines parallel to the vein or ~~to conform these statements to actual results. USE OF PROCEEDS Our offering is being made on a self-underwritten basis: no minimum number~~lode. The end lines of ~~shares~~the lode claim must be ~~sold~~parallel to qualify for underground extralateral rights. Extralateral rights involve the rights to minerals in ~~order for~~vein or lode form that extend at depth outside the ~~offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds assuming the sale of either 25%, 50%, 75% and 100%, respectively,~~vertical boundaries of the ~~securities offered~~claim. The Star Alliance International Corp. Claims are a mixture of patented and unpatented mining claims. A patented mining claim is one for ~~sale~~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.

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 ~~Company.~~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 ~~assurance~~requirement for notifying the BLM of casual use activities. Casual use activities are those that ~~we will raise~~cause only negligible disturbance of public lands and resources. For example, activities that do not involve the full $100,000 as anticipated. Scenario 1 Scenario 2 Scenario 3 Scenario 4 Expense Category $25,000 $50,000 $75,000 $100,000 ---------------- ------- ------- ------- -------- Legal and Professional $ 9,500 $ 9,500 $ 9,500 $ 9,500 Administration $ 1,650 $ 4,000 $ 6,000 $ 9,000 Design $ 1,650 $ 4,000 $ 6,000 $ 9,000 Salaries $ 3,000 $11,000 $18,000 $23,000 Advertising $ 3,700 $11,000 $20,000 $26,000 Production $ 5,500 $10,500 $15,500 $23,500 The amounts actually spent for any specific purposeuse of earthmoving equipment or explosives may vary and will depend on a number of factors. Non-fixed cost, sales and marketing and general and administrative costs may vary with business progress and development efforts, general business conditions and market reception. Accordingly, our management has broad discretion to allocate the net proceeds to non-fixed costs. An example of changes to this spending allocation for non-fixed costs include management deciding to spend less of the allotment on product development and more on sales and marketing. If necessary, Ilia Tomski, our President and Director has verbally agreed to loan the company funds to complete the registration process. be considered casual use.

We will ~~require full funding~~be required to ~~implement our complete business plan. If insufficient funds~~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 ~~raised we~~processed at the local level.

We intend to submit a plan ~~to borrow funds from our management. 11~~ ~~DETERMINATION OF OFFERING PRICE There is no established market~~of operations for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Upon the effectiveness of the registration statement of which this Prospectus forms a part, we intend to seek a market maker to file an application with the FINRA to have our stock quotedplanned activities on the ~~OTC Bulletin Board. However, we cannot assure you that our shares will~~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 quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize. The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, that: a. contains a description ofconducted, including the nature and ~~level~~location of ~~risk in~~proposed structures and facilities.

The public has the ~~market~~conditional right to cross mining claims or sites for ~~penny stocks in both public offerings~~recreational and ~~secondary trading; b. contains~~other purposes and to access federal lands beyond the claim boundaries. Although claimants have a ~~description~~right of access to a mining claim or site across federal lands, they are not allowed to cause unnecessary or undue degradation of the ~~broker's~~surface resources. Claimants may be liable for damages if found responsible for unnecessary loss of or ~~dealer's duties~~injury to ~~the customer and~~property of the ~~rights~~United States. We may not construct permanent structures, mobile structures, or store equipment without the prior approval of an authorized federal official.

Competition

The mineral exploration industry, in general, is intensely competitive and ~~remedies available to the customer with respect to~~even if commercial quantities of reserves are discovered, a ~~violation of such duties or other requirements of the securities laws; c. contains a brief, clear, narrative description of a dealer~~ready market ~~including bid and ask prices~~may not exist for penny stocks and the significance of the spread between the bid and ask price; d. contains a toll-free telephone number for inquiries on disciplinary actions; e. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and f. contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation. The broker or dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities. HOLDERS We had one holder of record of our common stock as of November 4, 2014. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any securities authorized for issuance under any equity compensation plans. 12 PENNY STOCK REGULATION The SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market. DIVIDENT POLICY We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of Directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. DILUTION Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. In this offering, the level of dilution is increased as a result of the relatively low book value of Asteriko's presently issued and outstanding stock. This is due to the shares of common stock issued to the Company's founder totaling 5,000,000 shares at $0.001 per share for $5,000 cash versus the current offering price of $0.01 per share. The Company's net tangible book value on June 30, 2014 was $2,406 or approximately $0.000 per share, based upon 5,000,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the ~~shares~~reserves.

Most companies operating in this industry are more established and ~~receipt~~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 ~~total proceeds of $100,000, the net tangible book value of the 15,000,000 shares~~present time are limited. There is also significant competition to ~~be outstanding will be $102,406~~retain qualified personnel to assist in conducting mining activities. If we are unable to obtain sufficient funding to commence operations, or approximately $0.0068 per share. DILUTION TABLE The price of the current offering is fixed at $0.01 per common share. This price is significantly higher than the price paid by our Director and Officer for common equity since the Company's inception on April 17, 2014. Mr. Tomski, our Officer and Director, paid $0.001 per share for the 5,000,000 common shares Assuming completion of the offering, there will be upwe are unable to ~~15,000,000 common shares outstanding. The following table illustrates the per common share dilution that~~retain additional qualified personnel, we may be ~~experienced by investors at various funding levels based on stockholders' equity of $2,406 as of June 30th, 2014. 13~~
Percentage of funding 100% 75% 50% 25% --------------------- ----------- ----------- ----------- ----------- Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01 Shares after offering 15,000,000 12,500,000 10,000,000 7,500,000 Amount of new funding $ 100,000 $ 75,000 $ 50,000 $ 25,000 Book value before offering (per share) $ 0.0005 $ 0.0005 $ 0.0005 $ 0.0005 Book value after offering (per share) $ 0.0068 $ 0.0062 $ 0.0052 $ 0.0037 Increase per share $ 0.0063 $ 0.0057 $ 0.0048 $ 0.0032 Dilution to investors $ 0.0032 $ 0.0038 $ 0.0048 $ 0.0063 Dilution as percentage 32% 38% 48% 63%
The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per share paid by our existing stockholder and by new investors in this offering: Percentage of Price per Shares Total Number Consideration Share Held of Ownership Paid ----- ---- ------------ ---- Existing Stockholder $0.001 5,000,000 33.3% $ 5,000 Investors in This Offering $ 0.01 10,000,000 66.7% $10,000 PLAN OF DISTRIBUTION This is a self-underwritten offering. There are no plans or arrangementsunable to enter into ~~any contracts or agreements to sell the Shares with a broker or dealer. Mr. Tomski, our President~~production and Director will sell the shares and intends to offer them to friends, family members and business acquaintances with no commission or other remuneration payable to him for any Shares he sells. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. He will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer, may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Our President and Director satisfies the requirements of Rule 3a4-1, because he: (a) is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and (b) will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities neither he will be compensated in any other forms with the proceeds of this offering; and (c) is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and (d) meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). We will not utilize the internet to advertise our offering. We intend to advertise our products and services through our website. Mr. Tomski will also distribute the Prospectus to potential investors at the meetings, to business associates and to his friends and relatives who are interested in us and a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement. Our President and Director does not intend to purchase any shares in this offering. 14 SECTION 15(G) OF THE EXCHANGE ACT Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated there under, impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us. Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document. Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction. Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation. Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements. Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding her investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of her rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares. TERMS OF THE OFFERING The shares will be sold at the fixed price of $0.01 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this Prospectus is effective and continue for a period not to exceed 180 days (the "Expiration Date"). PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. Subscriptions, once received by the company, are irrevocable. RIGHT TO REJECT SUBSCRIPTIONS We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them. 15 DESCRIPTION OF SECURITIES TO BE REGISTERED CAPITAL STOCK Our authorized capital stock consists of 75,000,000 shares of common stock with a par value of $0.001 per share. COMMON STOCK The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. NON-CUMULATIVE VOTING Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our Directors. After this offering is completed, assuming the sale of all of the shares of common stock, our present stockholder will own approximately 33% of our outstanding shares. Please refer to the Company's Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company's securities. PREFERRED STOCK We do not have an authorized class of preferred stock. OPTIONS, WARRANTS AND RIGHTS There are no outstanding options, warrants, or similar rights to purchase any of our securities. SHARES ELIGIBLE FOR FUTURE RESALE GENERAL There is no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities. Upon completion of this offering, based on our outstanding shares as of November 4, 2014, we will have outstanding an aggregate of 15,000,000 shares of our common stock. Of these shares, upon effectiveness of the registration statement of which this Prospectus forms a part, the 10,000,000 shares covered hereby will be freely transferable without restriction or further registration under the Securities Act. The remaining 5,000,000 restricted shares of common stock to be outstanding are owned by our President and Director, known as our "affiliate," and may not be resold in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 under the Securities Act, if available, or otherwise. 16 INTERESTS OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000 directly or indirectly, in the Company or any of its parents or subsidiaries nor was any such person connected with Asteriko Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, Officer, or employee. EXPERTS Li and Company, PC, our independent registered public accounting firm, has audited our financial statements included in this Prospectus and registration statement to the extent and for the periodsachieve profitable operations. These factors set forth in their audit report. LEGAL MATTERS RULE 144 SHARES Currently, none of our securities may be resold pursuant to Rule 144. The securities sold in this offering can only be resold through registration under Section 5 of the Securities Act of 1933, Section 4(1), if available, for non-affiliates or by meeting the conditions of Rule 144(i). A holder of our securities may not rely on the safe harbor from being deemed statutory underwriter under Section 2(11) of the Securities Act, as provided by Rule 144, to resell his or her securities. "Form 10 information" is, generally speaking, the same type of information as we are required to disclose in this Prospectus, but without an offering of securities. Matheau J. W. Stout, Esq. has opined on the validity of the shares of common stock being offered hereby. Instruction 1 to Item 509 of Regulation S-K requires disclosing whether the interest of any expert or counsel named in the Prospectus exceeds $50,000. The interest of any expert or counsel named in the Prospectus does not exceed $50,000 according to Instruction 1 Item 509 of Regulation S-K. DESCRIPTION OF OUR BUSINESS OVERVIEW We were incorporated on April 17, 2014 in the State of Nevada. We have never been involved in any reclassification, merger, consolidation or purchase or sale of a significant amount of assets nor have we ever declared bankruptcy, been in receivership, or been involved in any legal action or proceedings. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as toabove could inhibit our ability to ~~continue~~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 ~~a going concern. EMERGING GROWTH COMPANY STATUS Because we generated less than $1 billion~~defined in ~~total annual gross revenues during our most recently completed fiscal year, we qualify as an "emerging growth company" under~~ the Jumpstart Our Business Startups ~~("JOBS") Act. We will lose our~~Act

The Company shall continue to be deemed an emerging growth company ~~status on~~until the earliest ~~occurrence of any of the following events: 1. on~~of—

‘(A) the last day of ~~any~~the fiscal year inof the issuer during which ~~we earn at least $1 billion in~~it had total annual gross revenues ~~which~~of $1,000,000,000 (as such amount is ~~adjusted~~indexed for inflation every ~~five years; 2. on~~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 ~~our~~the first sale of common equity securities of the issuer pursuant to an effective registration ~~statement; 17~~ ~~3. on~~statement under this title;

‘(C) the date on which ~~we have,~~such issuer has, during the previous 3-year period, issued more than ~~$1 billion~~$1,000,000,000 in non-convertible debt; or 4.

‘(D) the date on which such issuer is deemed to be a ~~`large~~‘large accelerated ~~filer'~~filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto." A "large accelerated filer" is an issuer that, at the end of its fiscal year, meets the following conditions: 1. it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer's most recently completed second fiscal quarter; 2. It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and 3. It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act. ’.

As an emerging growth company, ~~exemptions~~the company is exempt from ~~the following provisions are available to us: 1.~~ Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the ~~Sarbanes-Oxley Act~~scope and adequacy of ~~2002, which~~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 ~~auditor attestation~~that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal ~~controls; 2.~~control structure and procedures for financial reporting.

As an emerging growth company, the company is exempt from Section ~~14A(a)~~14A and ~~(b)~~B of the Securities Exchange Act of 1934 which require ~~companies to hold~~the shareholder ~~advisory votes on~~approval of executive compensation and golden ~~parachute compensation; 3. Section 14(i) of the Exchange Act (which~~parachutes.

The Company has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company; 4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and 5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer's size. Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. BUSINESS OF ISSUER INDUSTRY According to the Occupational Outlook Handbook, the overall employment of designers and decorators is expected to grow about as fast as the average for all occupations. The color-shifting technology is currently used in paint systems, primarily for automobiles, but there is an increased market demand to extend these color effects to the new product markets beyond auto market. Exterior and Interior designers start using color-shifting effects in innovative ways on areas not traditionally associated with dramatic treatments, e.g. walls, ceilings and floor coverings of building surfaces. The statement surface coverings can be used in both residential and commercial environments. Our company will be designing color-shifting materials for decorative purposes. Our company proposes the new solution for color-shifting effects that will work on a number of surfaces used for interior and exterior decoration. This will include ceiling panels, tiled wall surfaces, and floor decorations. 18 Our main market segments are: * Small and medium size businesses - corporate customers, e.g. shops, hotels, fitness clubs and night clubs owners * Building contractors and industrial design and architecture companies * Individuals - home owners DESCRIPTION OF PRODUCT OR SERVICES Our initial product will be color changing lattice panels designed for suspended ceiling. The idea of color changing surfaces is not new. Color decomposition of reflected light also known as refraction combined with light interference is a known effect and is used in automotive industry for development of special paints. Our approach is to achieve similar results using different and more cost effective technology. This approach is based on ability of an average human eye to blend reflected lights and view them as a single color. The type of color depends on combination of base colors (red, blue, and green) in the reflection. All color TVs use similar principle to achieve multicolor effect. The main difference with our proposal is that TV generates light whereas we use the surface reflection. Only select material can be used to achieve this effect the surface of the material should have special geometrical figures on a small level and each painted with at least 3 different colors. Prior to creating Asteriko Corp. our President has done many experiments and discovered that simple 3D transparent rectangular grid structure could act as a color changing decorative element by simply applying different colors to different faces of the 3D grid. Viewed from different angles, such structure appears to have not only different but also dynamically changing color depending of the viewpoint of the observer. The grid density and the height of each individual rectangular cell defines the light transparency of the element, if back lit, as well as the sensitivity of the color shifting to a different viewing angle. Desired color changing effects can also be achieved through the application of directional spray painting to randomly oriented micro-surfaces. We are beginning to experiment with rigid and soft foam. It is our understanding that foam sheets of 0.5" to 1.0" thick, rigid or soft, could be made as 3D lattices of adjacent polygons, much like certain types of packing foam. Having painted each face of the polygon into different color will create desired color changing illusion if viewed from different directions. Our plan is to carry out a phased approach in establishing and developing Asteriko Corp. The first phase will focus on developing and refining design solutions and producing samples The second phase will be production and manufacturing. Phase one: a) select the most effective way to make a given surface to change its color b) identify the materials to be used c) manufacture and sell small batches of different materials such as ceiling panels as a proof of concept to see if our products generate interest d) enhance directional spray painting process to achieve better quality e) document the technological process and our "know how" Phase two: a) advertise our product and technology b) negotiate with suppliers and manufacturers of the foam panels of desired geometry. Currently suppliers such as Clark Foam Products Corp. and several others all capable of manufacturing an initial monochromatic 3D foam lattices c) establish distribution network 19 d) expand our technology to other materials used for surface decorations capitalizing the basic working principle of the 3D rectangular color changing grid In case of successful growth of our business, necessary funds will be available through operating profits to further optimize present technique for making color changing rectangular lattices and foam panels as well as establishing proper manufacturing. It will also be possible to start producing samples of color changing ceramic or stamped metal tiles. TARGET MARKET AND CLIENTS The main target market for our products and services will include retail and commercial establishments where unique and original appearance is an integral part of their success. We will also provide design solutions and materials to the residential sector. Our potential customers will be in the following potential sectors: First Phase: * Building contractors and industrial design and architecture companies * Home owners for new builds or renovations Future phases: * Retail establishments e.g. boutique and specialty stores * Commercial establishments including restaurants, night clubs, theaters, hotels and fitness clubs * Geographically at the initial stage of our development we'll target the North American markets SOURCE OF REVENUE Our main of source of revenue will initially be the sales of design solutions to the house and building designers and constructors i.e.: 1. Design of color-shifting suspended ceiling panels to customer-provided specifications 2. Consulting on application and integration of our panels into customer interior or exterior design. Additional revenue stream expected to come from manufacturing of color-shifting suspended ceiling surfaces for home owners as well as retail and commercial establishments in the future. MARKETING STRATEGY In order to attract customers and promote products, our company has created the website. We will also market through online advertisements. For online and website advertising we will use the following methods: * Link our site to free web Directories * Use shared online advertisement facilities * Distribute online banners to attract more attention from the customers and provide credibility to the product by including customer feedback * Advertise through classified ads and blogs * Add our website address to the relevant search engines We will also advertise through local and global classified ads and social networking. Sales brochures will be printed to provide necessary company product and service information. We will organize onsite presentations for perspective clients with sample demonstrations. COMPETITION AND COMPETITIVE STRATEGY There is a small number of potential competitors that provide some elements of what Asteriko Corp., will offer to its customers. However, no direct competition exists since the product that our company develops is unique to design and construction industry. It uses innovative technological solution that is low cost and economical. 20 Several differences in application arise when comparing our technology to color changing paint technology as well as some colored light arrangements. The main difference in application is simplicity as one can imagine the installation of a ceiling panel or wall panel compared to painting or running electricity. No major surface preparation is required. Another significant difference is flexibility of installation in terms of design and final appearance. Taking rectangular grid ceiling panel as example, not only various ornamental combinations could be applied right at the customer site but also customer is left with the ability to adjust and even entirely change the appearance of the ceiling by rotating and relocating individual panels. There is also a difference in application of our innovative technology. Once we fully launch operations we expect to compete successfully on a basis of price, quality and novelty of our product. Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations. SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES We believe that our President's industry experience and connections will enable us to develop the various aspects of the business. Mr. Tomski has experience with design and engineering of products and creating promotion and marketing packages. While working as Research Scientist and Industrial Post Doctoral Fellow for Ionics Mass Spectrometry Group Inc., Mr. Tomski (in addition to his main duties as research scientist) has been actively involved in promoting the company products through installations, demonstrations and training provided to existing and potential customers around the world. He also promoted company's products through onsite and offsite presentations and industrial conferences. Throughout his career Mr. Tomski has been involved in design and manufacturing of hi-tech industrial equipment such as high vacuum systems for utilization in particle accelerator applications in general and for Accelerator Mass Spectrometry application in particular. Mr. Tomski has hands on experience in design, manufacturing and operation of ion optical elements such as atmospheric pressure to vacuum sampling interface, ion guides, ion collision cells that are vital components of commercial mass spectrometers for bio-medical applications. Mr. Tomski has also been involved in design and manufacturing of cryogenic systems for commercial superconducting gravity gradiometer; this includes design and manufacturing of superconducting electrical circuits and gradiometer sensor components. Currently he oversees design and manufacturing of superconducting gravity gradiometer sensor in the start-up company targeting major land exploration and natural resources surveying. We believe there are no constraints on the sources or availability of products, materials and supplies related to the production of suspended panels. DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS At this stage we sell small number of panels as a proof of concept to test the market reaction to our product. We currently have only 3 customers (generated $3,239 in revenue to date) we plan to extend our market in the near future. Our products are applicable to a wide range of customers from individual home owners to commercial construction companies. We believe because of the potentially broad base of customers for our services, we will not rely on one or few major customers. Our initial contract with "Glik-Art" was created to attract new customer with 20% discount for a period of 6 months. Due to different needs of the clients we cannot in advance include in the contract specific materials or design. For each specific order we disclose the type of materials to be used, design specifications and labor rates. Currently we don't have special relationships with these customers, other than contract with "Glik-Art" offering 20% discount for 6 month. Any customer may purchase our product based on their needs. PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations. We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions. Out web domain and IP address as well as company information will be protected by our domain host. We do not own, either legally or beneficially, any patents or trademarks. 21 GOVERNMENTAL AND INDUSTRY REGULATIONS We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations. RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS We are capitalizing on prior scientific research and development that was done by our President and Director and have not yet spent any money on R&D. Once this offering is completed we will have resource to continue our R&D program. COMPLIANCE WITH ENVIRONMENTAL LAWS Our operations are not subject to any environmental laws. FACILITIES We do not own or rent facilities of any kind. We plan to conduct our operations from the facilities that our President provides to us free of charge. These facilities located at 353 Bathurst Glen Dr. Thornhill, ON Canada and used primary for manufacturing small batches of 3D lattice panel as a proof of concept and market testing. EMPLOYEES We have commenced only limited operations, and currently have two employees - our President and Director Mr. Tomski, who spends approximately fifteen hours a week on our business and our treasurer Ms. Tomskaia, who devotes up to five hours a week to company's operations. REPORTS TO STOCKHOLDERS We are not currently a reporting company, but upon effectiveness of the registration statement, of which this Prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Copies of these reports from the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC's website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We will also make these reports available on our website-www.asteriko.com DESCRIPTION OF PROPERTY We do not currently own any property. We are currently operating out of the premises of our President and Director, on a rent-free basis during our development stage. We consider our current principal office space arrangement adequate. LEGAL MATTERS We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, Officer or any of their respective affiliates, or any beneficial stockholder, is an adverse party, or has a material interest adverse to our interest. Our address for service of process in Nevada is 2360 Corporate Circle, Suite 400, Henderson NV 89074-7722 MANAGEMENT Data concerning company executives as of the date of this Prospectus: Name Age Position ---- --- -------- Ilia Tomski 43 President, Secretary, Chief Executive Officer and member of the Board of Directors. Ksenia Tomskaia 43 Treasurer The persons named above have held their offices/positions since the inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders. 22 BIOGRAPHICAL INFORMATION Set forth below is a brief description of the background and business experience of our executive Officers: ILIA TOMSKI - PRESIDENT AND DIRECTOR Ilia Tomski has been our President, Secretary, and a member of the Board of Directors since our inception on April 17, 2014. Throughout his career Mr. Tomski has been involved with design and manufacturing of hi-tech industrial equipment such as high vacuum systems for utilization in particle accelerator applications in general and for Accelerator Mass Spectrometry application in particular. Mr. Tomski has been actively involved in design, manufacturing and operation of ion optical elements such as atmospheric pressure to vacuum sampling interface, ion guides, ion collision cells that are vital components of commercial mass spectrometers for bio-medical applications. Mr. Tomski has also been involved in design and manufacturing of cryogenic systems for commercial superconducting gravity gradiometer this also includes design and manufacturing of superconducting electrical circuits and gradiometer sensor components. Mr. Tomski currently he oversees design and manufacturing of superconducting gravity gradiometer sensor at the start-up company targeting major land exploration and natural resources surveying. INTERNATIONAL EXPERIENCE: 2008-present. Senior research scientist in Gedex Technologies Inc., Mississauga, Ontario, Canada. Mr. Tomski is in charge of development and implementation of superconducting gravity gradiometer for use by major mining companies for enhanced land surveying. 2007-2008. Research scientist with the University Of Maryland, Department Of Physics, Gravitation Laboratory, Maryland, USA 2003-2007. Research scientist and Industrial Post Doctoral Fellow in Ionics Mass Spectrometry Group Inc., Concord, Ontario, Canada. Ionics Mass Spectrometry Group Inc. was the start-up company developing performance enhancement equipment upgrades to extend existing commercial mass-spectrometer lifetime for major pharmaceutical companies around the world. 2003-2005. Mr. Tomski was recipient of NSERC Industrial Fellowship. He is author and co-author of a number of industrial patents. Author and co-author of several scientific publications in internationally renowned journals. Member of American Society for Mass Spectrometry (ASMS). 2002-2003. Research scientist position in R&D department of Analytica of Branford Inc., Branford, Connecticut, USA. Analytica of Branford Inc. is high-tech industrial company developing analytical tools for major pharmaceutical and bio-medical companies. In 2002 Mr. Tomski obtained his Ph.D. in Physics from the University of Toronto. Mr. Tomski's schedule currently allows him to spend up to fifteen hours a week on the operations of our company. He is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company's operations. The specific experience, qualifications, attributes, and skills in design and project management led to the appointment of Mr. Tomski as our President and Director. KSENIA TOMSKAIA - TREASURER Ksenia Tomskaia has been our Treasurer since inception date of April 17, 2014. Ms. Tomskaia's schedule currently allows her to spend up to five hours a week on company's operations. She indicates willingness to devote more of her business time as our business grows and her services are needed. EDUCATION AND QUALIFICATIONS: Software Programming Diploma, PrimeTech Institute, Toronto, Canada, 1998 BMO Financial Business Analysis Professional Accreditation Program, Toronto, Canada 2011 PROFESSIONAL CAREER HIGHLIGHTS: 2005-present Senior Business Analyst, BMO Financial Group, Toronto Canada 1999-2005 Programmer Analyst and Quality Assurance Analyst, Canada Life Assurance Company, Toronto, Canada 23 During the past ten years, Mr. Tomski & Ms. Tomskaia have not been the subject of any the following events: 1. Any bankruptcy petition filed by or against any business of which either were a general partner or executive Officer either at the time of the bankruptcy or within two years prior to that time. 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting either Mr. Tomski or Ms. Tomskaia involvement in any type of business, securities or banking activities. 4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. BOARD COMPOSITION Our Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of Directors from time to time. Each Director serves a term expiring at the next annual shareholders meeting and until his successor is elected and qualified, or until his resignation, removal from office, or death. COMMITTEES OF THE BOARD OF DIRECTORS We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee "financial expert." As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of Directors. POTENTIAL CONFLICTS OF INTEREST Since we do not have an audit or compensation committee comprised of independent Directors, such functions that would have been performed by such committees are performed by our President and Director. Thus, there is an inherent conflict of interest. DIRECTOR INDEPENDENCE As of the date of this Registration Statement filed on Form S-1, we have no independent Directors. SIGNIFICANT EMPLOYEES We have no significant employees other than the executive Officers described earlier. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS No Director, person nominated to become a Director, Executive Officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive Officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto. STOCKHOLDER COMMUNICATIONS WITH THE BOARD We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process. 24 EXECUTIVE COMPENSATION Since our incorporation on April 17, 2014, we have not compensated and have no arrangements to compensate our President and Director Mr. Tomski for his services. However, we anticipate that Mr. Tomski will receive compensation from the Company once cash flow that we generate from operations significantly exceeds our total expenses. We have not granted any stock options to Mr. Tomski; there are no stock option, retirement, pension, or profit sharing plans for the benefit of Mr. Tomski; we have not entered into any employment or consulting agreements with Mr. Tomski. However, as President and Director of the company Mr. Tomski has the power to set his own compensation. The following table sets forth the compensation paid by us for the period from inception until June 30st, 2014 and subsequent thereto, for our President and Treasurer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation addresses all compensation awarded to, earned by, or paid to our named executive Officers.
Change in Pension Value and Non-Equity Nonqualified Name and Incentive Deferred Principal Stock Option Plan Compensation All Other Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($) -------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------- Ilia Tomski 2014 Nil Nil Nil Nil Nil Nil Nil Nil President, Chief Executive Officer and Director Ksenia Tomskaia 2014 Nil Nil Nil Nil Nil Nil Nil Nil Treasurer
OUTSTANDING EQUITY AWARDS AT JUNE 30ST 2014 We do not currently have a stock option plan or any other long-term incentive plans that intend to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our Executive Officers since inception; accordingly, none were outstanding at June 30, 2014. EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS There are currently no employment or other contracts or arrangements with our Executive Officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officers or Directors that would result from the resignation, retirement or any other termination of such person. There are no arrangements for our Directors or Officers that would result from a change-in-control. LONG-TERM INCENTIVE PLAN AWARDS We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. DIRECTORS COMPENSATION The members of our Board of Directors are not compensated for their services. The Board has not implemented a plan to award options to any Directors. There are no contractual arrangements with any member of the Board of Directors. We have no Director's service contracts in place. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Other than the transactions discussed below, none of the following parties have, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us: - The Officers and Directors; - Any Person proposed as a nominee for election as a Director; 25 - Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock; - Any relative or spouse of any of the foregoing persons who have the same house as such person. On May 12, 2014, we have issued an aggregate of 5,000,000 shares of our common stock to our President and Director, Ilia Tomski, for a purchase price of $0.001 per share or for aggregate consideration of $5,000. The shares were issued under Regulation S of the Securities Act of 1933. Since inception date of April 17, 2014 until June 30, 2014, we have received $5,000 in shareholders advances from our President Mr. Tomski. This loan is secured and non-interest bearing loan with no fixed terms of repayment. Our business plan contemplates eventually entering into a formal employment agreement with Mr. Tomski in regards his management services for set monthly consideration. However, we do not anticipate entering into such an agreement with Mr. Tomski until our cash flow from operations justifies such an agreement. We have not entered into any other transaction, nor are there any proposed transactions, in which our President and Director, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to have a direct or indirect material interest. Our President and Director may be considered a promoter of the Company due to his participation in and management of the business since our incorporation. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT On May 12, 2014, we issued an aggregate of 5,000,000 shares of our common stock to our Director for aggregate consideration of $5,000. The following table sets forth the information regarding the beneficial ownership of our common stock as of November 4, 2014 for our Director. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws, and the address for each person listed in the table is Asteriko Corp., 616 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989. The percentage ownership information shown in the table below is calculated based on 5,000,000 shares of our common stock issued and outstanding as of November 4, 2014. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. No. of No. of Percentage of Name and Address Common Stock Common Stock Ownership of Beneficial Owner Before Offering After Offering Before Offering ------------------- --------------- -------------- --------------- Ilia Tomski 5,000,000 5,000,000 100% Ksenia Tomskaia 0 0 0 Officers and Directors (2 persons) 5,000,000 5,000,000 100% Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and Executive Officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, Directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our Directors, Officers or persons controlling us, we have been advised that it is the Securities and Exchange Commission's opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable. 26 MANAGEMENT'S DISCUSSION AND ANALYSIS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our cash balance was $10,000 as of June 30, 2014. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds received from our President and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $9,500 of which are legal and registration fees for a public company) of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing, for which we currently don't have any arrangements. Our US office is located at 616 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989. Our principal executive office is located at 353 Bathurst Glen Dr., Thornhill, ON L4J 9A3 Canada. Our phone number is (845) 512-5020. Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have generated revenues of $3,239 up to June 30, 2014; no significant additional revenue is anticipated until we complete our initial business development. There is no assurance we will ever reach that stage. To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. We are an "emerging growth company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to optirrevocably opted out of the extended transition period for complying with new or revised accounting standards ~~is irrevocable.~~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 ~~FROM INCEPTION ON APRIL~~

The following discussion of our financial condition and results of operations should be read in conjunction with (i) our unaudited financial statements as of March 31, 2020 and the audited statements as of June 30, 2019 and 2018 that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known 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 by 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 Concern

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through a private placement 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.

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.

Photographs of the Troy Mining Zone

The Mining Property, showing site buildings

Mining Property

Mine Shaft

Bunker

Main Road

Mine

Blaster

Mill

Mill Building

Rock Face Inside the Mine Showing Ore

Bunker

Mine Map

Inside Mine

Several Pictures Taken at the Mine Site late November 2019 Follow

Company Overview

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 TO JUNE 30, 2014 From inception to June 30, 2014, our operating expenses were comprised of professional fees of $3,078 and general and administrative expenses of $2,755. We have generated revenue of $3,239 from sales of color changing ceiling panels tounder the ~~following customers: * $890 from Glik-Art; * $1,636 from Xan Systems Inc.; * $713 from Artline Engraving Design. 27~~ ~~The contract with Glik-Art does not include specific price, rather offering six months product discount. Customer may choose different materials and different design~~laws of the ~~ceiling panels based on their current needs. Purchase price will vary. There is an invoice from June 13, 2014 to the Glik-Art that does specify the purchase price. There could be~~State of Nevada. Asteriko generated limited or no earnings as a ~~multiple purchases from the same company. Contract is not limited to~~provider of interior decorating products and a ~~single purchase~~travel and is valid for 6 months since the signing date. The full amount received from Glik-Art includes payment for materials and labor to date is $890 dollars. Invoice #0001 Customer: Glik-Art Sales date : June 13, 2014 Invoice Date: June 13, 2014 Types of goods sold: Color Shifting decorative ceiling panels. Transparent Grid Panels 2'X2'. Four (4) standard colors. Suspended Ceiling System hardware components. Materials used: ceiling panels, paint, hardware materials Source of Materials: Home Depot Total amount due: $889.73 Invoice #0002 Customer: Xan Systems, Inc Sales date : June 19, 2014 Invoice Date: June 19, 2014 Types of goods sold: Color Shifting decorative ceiling panels. Transparent Grid Panels 2'X2'. Four (4) standard colors. Suspended Ceiling System hardware components. Materials used: ceiling panels, paint, hardware materials Source of Materials: Home Depot Total amount due: $1635.75 Invoice #0003 Customer: Artline Engraving Design Sales date : June 27, 2014 Invoice Date: June 27, 2014 Types of goods sold: Color Shifting decorative ceiling panels. Transparent Grid Panels 2'X2'. Four (4) custom colors. Materials used: ceiling panels, paint Source of Materials: Home Depot Total amount due: $713.44 We anticipate a substantial increase in our legal and accounting fees over the course of the next 12 months astourism service. As a result of ~~becoming~~ a ~~reporting~~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 is trading under the ~~SEC up~~stock symbol “STAL”.

On August 13, 2019 the Company acquired the assets of Troy Mining Corp, a Nevada corporation ("Troy"). This acquisition includes 78 gold mining claims consisting of approximately 4800 acres, located east/southeast of El Portal, California, in Mariposa County. Under the terms of the asset purchase agreement we acquired 100% of the assets for stock and cash. Such assets include 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 ~~$9,500. Since inception,~~the property, assay reports on the property, and all core drilling samples. 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.

Description	Garcia Valuation	Est. Reserves	Est. Reserve Value
Mining Claims	2,048,720 oz	2,048,720 oz^A	$4.17 Billion^B

^A See Garcia Valuation and Gold Reserves

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

Liquidity and Capital Resources

As of nine months ended March 31, 2020, we ~~sold 5,000,000 shares~~had current assets of $3,529, consisting of $3,529 in cash. paid expenses. Current liabilities at nine months ended March 31, 2020, totaled $642,989. As of the year ended June 30, 2019, we had current assets of $471 consisting of cash. Current liabilities at June 30, 2019, totaled $134,186.

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $2,410,918. For the nine months ended March 31, 2020 the Company had a net loss of $1,635,464 with $120,067 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities was $120,067 during the nine months ended March 31, 2020 compared to $37,300 in the prior period.

Net cash provided by financing activities was $123,125 and $37,225 for the nine months ended March 31, 2020 and 2019, respectively. Proceeds from financing were from proceeds from notes payable (Note 5), advances from our CEO (Note 4) as well as the sale of common stock to our President and Director for $5,000. ACTIVITIES TO DATE A substantial portion of our activities to date has involved developing a business plan. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer. PLAN OF OPERATIONS (Note 8).

We anticipate that ~~our legal and accounting fees~~we will ~~increase~~receive sufficient proceeds from investors through this offering, to ~~$9,500 over~~continue operations for at least the next ~~12 months as~~twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. The company could continue operations on a ~~result of becoming a reporting company~~scaled down basis with the ~~SEC. 28~~ We have completed few small projects as a proof of concept to verify that our products can generate customer interest. Below is the summary of our business plan (Scenario 1 - 25% of our offering is sold) that includes the following activitiescash on hand for approximately 6 months and expenditures: Month 1 1. Prepare high level solution design for three different types suspended ceiling panels - $500. a. Grid type transparent panel b. Foam base panel and semitransparent LED backlit foam color shifting panel c. 3D lattice panel 2. Purchase accounting software - $1,000 3. Develop company website - $800 Month 2 1. Purchase design software - $1,000 2. Prepare detailed design for the 1st type of suspended ceiling panel: grid type - $500 a. Low density grid b. High density grid c. Variable density grid d. Develop color pallets for grid type panel 3. Finalize variable angle spray-painting process 4. Start online and website advertisement a. Promote the new grid panel on the website b. Distribute online banners and add our website URL to search engines, e.g. Google - $200 Month 3 1. Initiate detailed design for the 2nd type of suspended ceiling panels: foam base - $500 a. Finalize conceptual designs for semitransparent LED back-lit color-shifting ceiling panels. b. Start sourcing adhesives and clamps for foam board attachments. c. Finalize multi-angle spray painting process for foam application d. Start preparing engineering drawings. 2. Continue web advertisement a. Update website with the ~~foam base panel $100 b. Continue Google advertisement $200 Total 1st quarter: $4,800 Month 4 1. Initiate detailed design~~minimum offering for ~~the 3rd type of suspended ceiling panels: 3D lattice - $500 a. Select different materials~~a scaled down basis for potential application to manufacturing of 3D lattice color -shifting ceiling panels: high-density foam and molded plastic b. Adopt panel design to existing commercially available mounting systems. c. Start preparing detailed engineering drawings 2. Continue marketing campaign online and on12 months. It is anticipated that the Company ~~website $100 3. Prepare promotional printed materials~~will receive increasing revenues from operations in the coming year; however, since the Company has no history of revenues, it is difficult to anticipate what those revenues might be, if any, and ~~advertisements: marketing brochures - $300 29~~ ~~Month 5 1. Continue detailed design 3rd type of suspended ceiling panels: 3D lattice - $500 a. Finalize material selection~~therefore, management has assumed for the initial set of panels b. Color-shifting interlocking panels, start developing patterns and color pallets 2. Continue marketing campaign on the website and online - $100 3. Print and distribute advertisement materialsplanning purposes only that it may need to prospective customers $300 4. Prepare presentation for prospective customers - $500 Month 6 1. Acquire sample paint and necessary tools to produce product samples: grid type panels - $1,000 2. Using our own premises, setup workshop for producing samples: grid type panels $1,000 3. Print more sales literature : marketing brochures $200 4. Contact prospective clients and distribute targeted advertisement materials: $300 Total 2nd quarter: $4,800 Month 7 1. Produce first samples of the ceiling panels: grid type $500 2. Organize onside presentation for perspective clients and demonstrate samples: grid type color-shifting panels $200 3. Continue marketing campaign online and on the company website $200 Month 8 1. Add/update advertisement on the company website and online: grid, foam base and 3D lattice panels $200 2. Continue marketing campaign: distribute marketing materials to prospective clients $200 3. Continue onsite and offsite presentations to potential clients $300 Month 9 1. Collect and document requirementssell common stock, take loans or advances from customers to start on custom-designed whole ceiling solutions using available grid type stock panels $300 2. Start design and engineering of color-shifting ceiling panels to customer-provided specifications $500 3. Continue marketing campaign for all types of panel $200 Total 3rd quarter: $2,600 Month 10 1. Continue collecting and documenting customer provided information and design preferencesofficers, directors or shareholders or enter into debt financing agreements in order to ~~generate~~meet our cash needs over the ~~initial set~~coming twelve months. The Issuer has no agreements or understandings for any of ~~color-shifting ceiling designs~~the above-listed financing options.

The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional products are rolled out, the Company believes it can fund its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds during 2020 and 2021 through sales of equity, debt and convertible securities, if it is deemed necessary.

Star Alliance has no intention in investing in short-term or long-term discretionary financial programs of any kind.

Results of Operations

We generated no revenue for years ended June 30, 2019 and June 30, 2018. As a result, we have reported a net loss of $141,882 for year ended June 30, 2019 and a net loss of $93,936 for year ended June 30, 2018. We generated no revenue for the ~~most common and demanded applications using foam and 3D-latice panels $300 2. Finalize material and color selection~~three months ended March 31, 2020. As a result, we have reported a loss of $1,453,533 for the ~~initial set~~three months ended March 31, 2020 and a net loss of ~~designs proposed for foam color-shifting ceiling panel sample production - $300. 3. Start online and website advertisement~~$1,635,464 for the ~~new type~~nine months ended March 31, 2020.

Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of ~~ceiling tiles: foam and 3D-latice $200 4. Promote new ceiling panels~~the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the ~~company website $100 5. Distribute online banners for new ceiling panel types~~Company’s revenues of recognized trends and ~~add~~uncertainties in our ~~website URL~~market will not be recognized until such time as the Company has had sufficient operations to ~~search engines, e.g. Google $100 30~~ Month 11 1. Buy tools and materials for producing samples of color-shifting ceiling panels of the foam and the 3D lattice type $620 2. Continue design work to customer-provided specifications for existing and new clients: ceiling panels $300 3. Continue marketing campaign online and on the company website $100 Month 12 1. Produce first samples of ceiling panels of the foam and the 3D lattice tiles $680 2. Continue marketing campaign: distribute marketing materials to prospective clients $400 3. Continue marketing campaign through online banners and on the company website $200 4. Start looking for available contractors to manufacture ceiling panels Total 4th quarter: $3,300 Legal and Professional $9,500 Total Cost for 12 months $25,000 As per our Plan of Operation weprovide a baseline.

Off-Balance Sheet Arrangements

We do not have made the following estimates (based on 15 hours per week business engagement): DESIGN 1. Prepare high level solution design for three different types suspended ceiling panels $ 500 55 Hrs 2. Purchase design software $1,000 2 Hrs 3. Prepare detailed design for the 1st type of suspended ceiling panel: grid type $ 500 55 Hrs 4. Initiate detailed design for the 2nd type of suspended ceiling panels: foam base $ 500 55 Hrs 5. Initiate detailed design for the 3rd type of suspended ceiling panels: 3D lattice $ 500 50 Hrs 6. Start design and engineering of color-shifting ceiling panels to customer-provided specifications $ 500 25 Hrs 7. Finalize material and color selection for the initial set of designs proposed for foam color-shifting ceiling panel sample production $ 300 25 Hrs TOTAL DESIGN: $3,800 265 Hrs ENHANCEMENTS 1. Continue detailed design 3rd type of suspended ceiling panels: 3D lattice a. Finalize material selection for the initial set of panels $ 100 5 Hrs b. Color-shifting interlocking panels, start developing patterns and color pallets $ 400 45 Hrs 2. Collect and document requirements from customers to start on custom-designed whole ceiling solutions using available grid type stock panels $ 300 25 Hrs 3. Continue collecting and documenting customer provided information and design preferences in order to generate the initial set of color-shifting ceiling designs for the most common and demanded applications using foam and 3D-latice panels $ 300 25 Hrs 4. Continue design work to customer-provided specifications for existing and new clients $ 300 50 Hrs TOTAL ENHANCEMENTS $1,400 150 Hrs All the work will be performed by our President Mr. Ilia Tomski. We may choose to hire contractors for some operations if it will be deemed necessary. 31 ~~OFF BALANCE SHEET ARRANGEMENTS We have no~~any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital ~~resources. LIQUIDITY AND CAPITAL RESOURCES As~~resources that are material to investors.

Critical Accounting Policies

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading “Results of ~~June 30, 2014,~~Operations” following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the ~~Company had $10,000 cash~~need to make estimates of matters that are inherently uncertain.

We set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our financial results and condition and that require complex management judgment.

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of ~~$8,984.~~contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The ~~available capital reserves~~Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Revenue Recognition

The company recognizes revenue under ASC 606 “Revenue Recognition.” Revenue is recognized when it is invoiced to the customer.

OUR MANAGEMENT

Executive Officers

Name	Age	Position

Richard Carey	81	Chief Executive Officer & Co-Chairman and Director
James G. Baughman	62	President
Alexei Tchernov	56	EVP Finance and Director
Franz Allmayer	30	Vice President Mergers & Acquisitions and Director
Anthony L. Anish	72	Corporate Secretary and Director
Themis Glatman	60	Treasurer and Director

Directors, Executive Officers, Promoters and Control Persons

Rich Carey – CEO and Chairman, Interim Chief Accounting Officer, Director

Richard Carey is our Co-Chairman and CEO and is responsible for creating, planning, implementing and integrating the strategic direction of the Company ~~are sufficient~~and as such responsible for the company operations, marketing, strategy, financing, and creation of company culture. Mr. Carey began his career in 1958 when he received congressional appointment to the US Naval Academy as the son of Congressional Medal of Honor recipient Charles Francis Carey Jr. Upon honorable discharge from the US Navy in 1964, Mr. Carey began a career in finance as a NYLIC underwriter for New York Life. From 1967 to 1973, Mr. Carey worked as a stockbroker and principal of a brokerage firm. In 1973 he began structuring oil and gas limited partnerships for developmental drilling programs. These programs included hundreds of successful oil and gas wells, and a lucrative Geo-Thermal project in Colorado as a general partner with AMEX (an American Stock Exchange listed company).

In the subsequent 40 years, Mr. Carey has founded and co-founded multiple companies in a wide range of industries including diamond and gold mining operations, oil and gas exploration, energy resellers, entertainment, specialty finance and tax offset programs. With his broad experience and an extensive personal and business network, Mr. Carey’s financial acumen has added significant value to every project in which he has participated. With his unique understanding of the diversity of business structures and an ongoing commitment to innovate and adapt to new practices, he continues to build upon the depth of knowledge and success gained throughout his career.

James G. Baughman, President

James Baughman, an economic geologist and mining executive, is our President and responsible for assisting the CEO in creating, planning, implementing and integrating the strategic direction of the Company and as such shares with the CEO responsibilities for the company operations, marketing, strategy, financing, and creation of company culture. Mr. Baughman has over thirty years of progressive experience in advancing gold, silver, and base metal projects from grassroots to ~~remain operational. Our negative~~advance stage projects. He has held senior positions (i.e., Chief Geologist, Chairman, President, Acting CFO, Chief Operating Officer) in both private and publicly traded mining and mineral exploration companies during his 30-year industry career. Mr. Baughman was on the successful Greens Creek discovery team and has lead exploration and development projects throughout the Western Hemisphere. Mr. Baughman was CEO of High Plains Uranium that was sold for US $55 Million in 2006. Mr. Baughman is a registered member of the Society of Mining, Metallurgy, Exploration and a member of the Society of Economic Geologists. Mr. Baughman received a Bachelor of Science degree in Geology in 1983 from the University of Wyoming and is a registered professional geologist (P. Geo) in the State of Wyoming. Mr. Baughman is a Registered Member of the Society of Mining, Metallurgy, and Exploration (SME) and a Qualified Person (QP) on the Toronto Stock Exchange (TSX) and Australian Stock Exchange (ASX).

Alexei Tchernov, Executive Vice President Finance and Strategic Planning, Director

Alexei Tchernov is our Executive Vice President Finance and Strategic Planning and in this capacity is responsible for directing all aspects of accounting operations, overseeing all transactions related to general ledger, receivables, payables, payroll and financial reporting and working with other senior managers in financial planning, results management, and strategic planning and execution. Mr. Tchernov has twenty-five years of financial, investment, and significant polymetallic development project experience domestically and internationally. Mr. Tchernov spent fourteen years with the IFC Metropol group of companies as Acting Head of Corporate Finance and Head of Investment Projects. Previously he served as Financial Director of Neptune Pacific. He began his career as an associate with The Boston Consulting Group and later as a financial analyst with the United Financial Group division of Deutsche Bank. Mr. Tchernov received his Ph.D. in computational mathematics and cybernetics, his M.S. in applied mathematics, and his Law Degree from Moscow State University; and, his MBA from Southern Methodist University in Dallas TX.

Franz Allmayer - Vice President Mergers & Acquisitions, Director

Franz Allmayer as Vice President Mergers & Acquisitions is responsible for sourcing and evaluating investment opportunities including joint ventures, and negotiating and closing investments. Mr. Allmayer has held positions with companies such as SIMGO Mobile since September 2015 as their Business Developer and Global Advisor, the Clinton Health Initiative from November 2014 to September 2015 as a consultant, LMM General trading from October 2015 to October 2016 as a Strategic Research & Development Innovation Scout and Vamed Engineering GmbH & CO KG from April 2012 to September 2014 as a Project Engineer. Mr. Allmayer graduated in September 2014 from the London School of Economics and Political Science with a Master of Science degree in Health Policy, Planning and Financing with merit. In addition, he has a Bachelor of Science degree in Biomedical Engineering with distinction from the University of Applied Sciences Techniku, Vienna.

Anthony L. Anish - Corporate Secretary, Director

Mr. Anish, as Corporate Secretary, is responsible for board minutes and implementing board decisions, advising directors, handling share issuances and transactions, legal requirements, auditors, lawyers, tax advisers, bankers and shareholders on governance issues, and ensuring compliance of relevant laws and regulatory matters. Mr. Anish served as a principal officer of M Line Holdings, Inc. where he was responsible for meeting all the SEC requirements. Previously, he successfully founded and expanded the London-based Anish and Co., chartered accountants, Mr. Anish sold his interest to two junior partners to join as CFO his accounting client, Performance Tire, Ltd. A year later he joined Performance Tire, Inc. where he led an expansion into the U.S. that took sales from $2MM to $28MM in 2 years. He later purchased the company's 9 retail stores, which he later sold to return to his accounting and finance background. As President of AM Capital, Inc. Mr. Anish provided business finance for companies through equipment leasing and asset-based lending from its Orange County office. Prior to joining M-Line he consulted on a number of reverse mergers, provided business finance to private and public companies, and assisted taking a private company public through the full registration process. Mr. Anish received his Chartered Accounting degree after articling with Percy Phillips and Co., a London based Chartered Accounting firm.

Themis Glatman – Treasurer, Director

Mrs. Glatman, as Treasurer, is responsible for corporate liquidity, investments, and risk management related to the company's financial activities (i.e., forecasting cash flow, ~~per month is: $5,833/2.5=$2,333 (estimated~~related borrowing needs, and funds available for investment). Mrs. Glatman was born in Brazil where she achieved an athletic scholarship that allowed her to come to the United States where she attended Brigham Young University in Utah, studying Chemical Engineering for three years. She is fluent in English, Spanish, Portuguese with some French and Italian. Having moved to Los Angeles in 1981 she pursued a seventeen-year career in construction including commercial, residential, multi-family as well as smaller remodeling projects. Remodeling included acquisitions of homes for her own remodeling projects. She is well versed in reading blueprints and understands architectural, engineering, and financial requirements of projects from their financing through excavation, grading, paving, and concrete work through final finishes.

General

Executive Compensation

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.

Name and Principal Position	Year		Salary (US$)		Bonus (US$)		Stock Awards (US$)		Option Awards (US$)		Non-Equity Incentive Plan Compensation (US$)		Nonqualified Deferred Compensation Earnings (US$)		All Other Compensation (US$)		Total (US$)
Richard Carey (CEO)		2019		0		0		0		0		0		0		0		0
		2018		0		0		0		0		0		0		0		0
John C. Baird (CFO)*		2019		0		0		0		0		0		0		0		0
		2018		0		0		0		0		0		0		0		0
Alexei Tchernov (Executive VP Finance)		2019		0		0		0		0		0		0		0		0
		2018		0		0		0		0		0		0		0		0
Franz Allmayer (Vice President Finance)		2019		0		0		0		0		0		0		0		0
		2018		0		0		0		0		0		0		0		0
Themis Glatman (Treasurer)		2019		0		0		0		0		0		0		0		0
		2018		0		0		0		0		0		0		0		0
Anthony L. Anish (Company Secretary)		2019		0		0		0		0		0		0		0		0
James Baughman (Vice President Operations)		2019		0		0		0		0		0		0		0		0
Eng Wah Kung (CFO, resigned May 16, 2018)		2018		0		0		0		0		0		0		0		0
Kok Chee Lee (CEO, resigned January 17, 2018)		2018		0		0		0		0		0		0		0		0

* John C. Baird resigned his position as CFO and Director on August 12, 2020 for personal reasons.

Compensation of Non-Employee Directors. We currently have only non-employee directors and no compensation was paid to non-employee directors in the period ended March 31, 2020. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.

Audit, Compensation and Nominating Committees. As noted above, our common stock is listed on the OTC Markets, which does not require companies to maintain audit, compensation or nominating committees. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of three members who are not considered independent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters

The following table sets forth, as of August 12, 2020 , the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly, and the percentage shown is based on ~~the current period expenses). Based on this estimate and on current cash on hand we can sustain operations until October 2014 ($10,000/$2,333 = 4.3 months). Since inception, we have sold 5,000,000~~107,953,334 shares of common ~~stocks~~stock issued and outstanding.

Title of Class	Name of Beneficial Owner	Beneficial Ownership	Percentage
Common	Richard Carey	66,500,000	61.60%
Common	Anthony L. Anish	2,500,000	2.33%
Common	Alexei Tchernov	500,000	0.43%
Common	Franz Allmayer	250,000	0.22%
Common	Themis Gladman	1,000,000	0.92%
Common	Total all executive officers and directors	70,750,000	65.53%

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

It is our practice and policy to ~~our President~~comply with all applicable laws, rules and ~~Director, at~~regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of Star Alliance International Corp., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a price of $0.001 per share, for aggregate proceeds of $5,000. Our President and Director also provided $5,000 long term loan to the company. We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds from our President and Director. However, he has no formal commitment, arrangement or legal obligation to loan funds to the company. To proceed with our operations for 12 months, we need a minimum of $25,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, all funds raised will be applied to the items set forth in the Use of Proceeds section of this Prospectus. In the long term we may need additional financing. We do not currently have any arrangements for obtaining such additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptancespecial committee of our ~~business plan~~Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and ~~initial results from our business operations. These factors may impact~~circumstances.

Director Independence

Our Board of Directors has adopted the ~~timing, amount, terms or conditions~~definition of additional financing available. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. GOING CONCERN CONSIDERATION Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt for“independence” as described under the company to continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our planSarbanes Oxley Act of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company. The company anticipates to incur approximately $9,500 in legal and registration cost over the next 12 months. LIMITED OPERATING HISTORY AND NEED FOR ADDITIONAL CAPITAL We have no historical financial information upon which to base an evaluation of our performance. We are in a start-up operation stages and have generated revenues of $3,239 from the several clients as of the date of this Prospectus (Glik-Art - graphic design and service, Artline Engraving Design, and Xan Systems Inc). We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. 32 ~~AVAILABLE INFORMATION We do not plan to register our common stock~~2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under ~~Section 12(g) of~~ the Securities Exchange Act of 1934 ("(the Exchange ~~Act") by filing a Form 8-A~~Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its members do not meet the independence requirements.

DESCRIPTION OF CAPITAL STOCK

	Authorized and Issued Stock Number of Shares at July 31, 2020
Title of Class	Authorized	Outstanding

Common stock, $0.001 par value per share	175,000,000	107,953,334

Common stock

Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on ~~a pre-effective basis. The consequences~~our common stock and do not intend to ~~investors with~~do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.

Liquidation. If our company ~~being a Section 15(d) registrant vs. Section 12(g) registrant~~is liquidated, any assets that remain after the creditors are ~~as follows: Under Section 15(d)~~paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.

Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the ~~Exchange Act, we are~~directors at a given meeting and the minority would not ~~required~~be able to ~~file periodic reports if we~~elect any directors at that meeting.

Preemptive Rights. Owners of our common stock have ~~less than 300 holders~~no preemptive rights. We may sell shares of ~~record for the fiscal year after the year of effectiveness. If we~~our common stock to third parties without first offering it to current stockholders.

Redemption Rights. We do not ~~register~~have the right to buy back shares of our ~~securities under Section 12~~common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.

Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.

Limitations on Stockholder Actions

Title 7 of the ~~Exchange Act, we~~Nevada Revised Statutes (“NRS”) provides that a corporation may ~~not have an ongoing periodic reporting obligation and will not~~indemnify any person who was or is a party or is threatened to be ~~subject~~made a party to the Commission's proxy rules and Section 16 of the Exchange Act. We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this Prospectus. For future information about us and the securities offered under this Prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this Prospectus, we will be required to file annual, quarterly and current reports,any threatened, pending or ~~other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements~~completed action, suit or other information we file at the SEC's public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES The Nevada General Corporation Law requires to indemnify Officers and Directors for any expenses incurred by any Officer or Director in connection with any actions or proceedings,proceeding whether civil, criminal, administrative or investigative ~~brought against such Officer~~(other than an action by or ~~Director because of his or her status as an Officer or Director, to~~in the ~~extent that the Director or Officer has been successful on the merits or otherwise in defense~~right of the ~~action~~corporation) by reason of the fact that he is or ~~proceeding. The Nevada General Corporation Law permits~~was a director, officer, employee or agent of the corporation, ~~to indemnify an Officer~~ or ~~Director, even~~is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in ~~the absence of an agreement to do so, for expenses~~settlement actually and reasonably incurred by him in connection with ~~any~~such action, suit or proceeding if ~~such Officer~~he is not liable or ~~Director~~ acted in good faith and in a manner ~~in which~~ he ~~or she~~ reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Title 7 of the Washington Revised Statutes further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to Title 7 of the Washington Revised Statutes or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is ~~authorized~~fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.

Our bylaws provide as follows:

(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

Selling Shareholders

Percent
Before
Offering

Percent
After
Offering

Gordon Austin

20,000

Roger D. Baird

2,000,000

Jitu Banker

500,000

Stephen M. Brown

1,800,000

Kenneth E Buttke and Jeraldine F. Buttke

100,000

Richard Calafiore

1,000,000

Leon Caldwell

1,000,000

Robert Carey

3,225,000

Melvin Carreno

40,000

Chrysalis

500,000

Christina Cruz

2,500,000

Irwin J. Dinn

50,000

Lynda Dust

10,000

Beatrice S. Godina

4,000

Fernando Godina

52,000

Charles Hofsaes

20,000

Paul Hurley

500,000

Ricky George Israelson

3,500

Anthony Laguardia

10,000

Rick Lara

100,000

Lester M. Cook 111

500,000

Doreen Lopuzzo

5,000

Danny A Mahagna

50,000

Robert O Mayer

2,000,000

Charles Mchenry

10,000

Ron Moore

1,000,000

Vasco Patkov

25,000

Eli F. Paul

10,000

Bruce Pennell

2,000,000

Karen Puccio

5,000

Benjamin Rodriguez

100,000

Robert A. Rodriguez

100,000

Steven Rodriguez

100,000

Claude Roussel

1,000,000

Brian Sakae

25,000

Sylvia Schroeder

5,000

Boustead Securities, LLC

1,250,000

Michael Shaugnessy

25,000

Arnold F. Sock

50,000

William Sorrentino

50,000

The RRW Family Trust

2,260,000

Howard Tokosh

166,667

Marilyn Tokosh

66,667

Richard Tokosh

80,000

Venice Canal Trust

80,000

Randall Webb

2,100,000

Daniel Zoeteman

100,000

TOTAL

26,597,834

Notes:

Boustead Securities Inc. managed by CEO Keith Moore

The RRW Family Trust managed by Randall Webb

Venice Canal Trust managed by Ron Orr

Robert Carey is the son of Robert Carey, our CEO

Cristina Cruz is the daughter of Richard Carey, our CEO

Roger Baird is the brother of John Baird, our former CFO and Director

PLAN OF DISTRIBUTION

By Selling Stockholders

The selling stockholders and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in any private transaction. The sales will be at the fixed price of $1.00. The selling stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

to cover short sales made after the date that this Registration Statement is declared effective by the Commission;

broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The selling stockholder may also sell shares under Rule 144 promulgated under the Securities Act, or another exemption from the registration requirements under the Securities Act, if available, rather than under this prospectus. Rule 144 is not available for the resale of securities issued by a ~~quorum~~shell company until 12 months after it has ceased being a shell company and has filed current Form 10 information with the Commission reflecting its status as an entity that is no longer a shell company.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of ~~disinterested Directors,~~$15.00 per share. The Company’s shares may never be quoted on the NASDAQ Capital Markets or listed on an exchange.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by ~~independent legal counsel~~it and, if it defaults in ~~a written opinion authorized~~the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the Company being notified in writing by a ~~majority vote~~selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a ~~quorum of Directors consisting of disinterested Directors,~~block trade, special offering, exchange distribution or by independent legal counsel in a written opinion if a quorum of disinterested Directors cannot be obtained. The Nevada General Corporation Law prohibits indemnification of a Director or Officer if a final adjudication establishes that the Officer's or Director's acts or omissions involved intentional misconduct, fraud,secondary distribution or a ~~knowing violation~~purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the ~~law~~participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker -dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and ~~were~~(vi) other facts material to the ~~cause~~transaction. In addition, upon the Company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of ~~action. Despite~~common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholder also may transfer the ~~foregoing limitations~~shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the shares are “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 ~~indemnification,~~ the ~~Nevada General Corporation Law~~resale of the shares purchased by them may ~~permit~~be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholders are an ~~Officer~~ underwriter within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the selling stockholder and/or ~~Director~~the purchasers. The selling stockholder has represented and warranted to the company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

The Company has advised the selling stockholders that it may not use shares registered on this Registration Statement to cover short sales of common stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholder in connection with re-sales of their respective shares under this Registration Statement.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the common stock by selling stockholders. The Company has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

By Our Company

Offering will be Sold by Our Officers and Directors

This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to him for any Shares they sell. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. After the effective date of this prospectus, the officers and directors, intend to advertise through personal contacts, telephone, and hold investment meetings. We do not intend to use any mass-advertising methods such as the Internet or print media. Our officers and directors will also distribute the prospectus to potential investors at meetings, to their business associates and to their friends and relatives who are interested in the Company as a possible investment. In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an Issuer, may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.

a. None of our officers and directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of their participation;

b. None of our officers and directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

c. None of our officers and directors are, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and,

d. All of our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a) (4) (iii).

Our officers, directors, control persons and affiliates of same will not purchase any shares in this offering.

Terms of the Offering

The Company. is offering a maximum of 12,500,000 common shares at a fixed price of $1.00 per share. The price of $1.00 per share is fixed for the duration of the offering. The shares are intended to be sold directly through the efforts of our officers and directors. No commission or other compensation related to the sale of the shares will be paid to our officers and directors. Our officers and directors intend to place the offering through personal contacts, telephone, and hold investment meetings. We do not intend to use any mass-advertising methods such as the Internet or print media. Our officers and directors will also distribute the prospectus to potential investors at meetings, to their business associates and to their friends and relatives who are interested in the Company as a possible investment. The shares are being offered for a period not to exceed 180 days. The offering will terminate when the sale of all 12,500,000 shares is completed, or when the board determines it is in the best interest of the Company to close the offering at any time. The subscription proceeds from the sale of the shares in this offering will be payable to Star Alliance International Corp. and will be deposited and 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 officers and directors of the issuer and any affiliated parties thereof will not participate in this offering.

There can be no assurance that all, or any, of the shares will be sold. As of the date of this Prospectus, the Company has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if the Company were to enter into such arrangements, the Company will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the Prospectus.

Procedures and Requirements for Subscription

Prior to the effectiveness of the Registration Statement, the Issuer has not provided potential purchasers of the securities being registered herein with a copy of this prospectus. Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99.1) and sending it together with payment in full to the Company.

All payments are required in the form of United States currency either by personal check, bank draft, bank wire, or by cashier’s check. There is a minimum of 1,000 shares required to be purchased by any individual investor. The Company reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once the Company accepts a subscription, the subscriber cannot withdraw it.

How to Invest:

Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to us, the following:

1) an executed copy of the Subscription Agreement, available from the company; and

2) a check payable to the order of Star Alliance International Corp. in the amount of $1.00 for each share you want to purchase.

OTC Markets Considerations

We trade on the OTC Markets. The OTC Markets is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the ~~court~~OTC Markets.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for ~~approval~~not meeting those standards, the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of ~~indemnification even if~~a company. The only requirement for inclusion in the ~~Officer~~OTC Markets is that the issuer be current in its reporting requirements with the SEC.

Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the Markets service. For Markets securities, there only has to be one market maker. Markets transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the Markets, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or ~~Director~~sell a specific number of shares at the current market price — it is ~~adjudged~~possible for the price of a stock to ~~have committed intentional misconduct, fraud,~~go up or down significantly during the lapse of time between placing a ~~knowing violation~~market order and getting execution.

Because OTC Markets board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Title 7 of the ~~law. The Nevada General Corporation Law~~WRS provides that directors and officers of Washington corporations may, under certain circumstances, be indemnified against expenses (including attorneys‘ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. WRS also provides that ~~indemnification of Directors is~~directors and officers may also be indemnified against expenses (including attorney’s fees) incurred by them in connection with a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not ~~permitted for the unlawful payment of distributions, except for those Directors registering their dissent~~opposed to the ~~payment~~best interests of the ~~distribution. According to Article 11 of our Bylaws, we are authorized to indemnify our Directors~~corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the ~~fullest extent authorized under Nevada law subject to certain specified limitations. 33~~ corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be ~~provided~~permitted to ~~Directors, Officers or~~the directors, officers, and controlling persons ~~controlling us~~of the registrant pursuant to the foregoing provisions, ~~we have~~or otherwise, the registrant has been ~~informed~~advised that in the opinion of the ~~SEC,~~Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. ~~WHERE YOU CAN GET MORE INFORMATION We have filed~~

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the ~~SEC~~securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a ~~Registration Statement on Form S-1 (including exhibits) under~~court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act ~~with respect to~~and will be governed by the final adjudication of such issue.

LEGAL OPINION

The validity of the shares ~~to be sold~~offered hereby has been passed upon for us by the Law Offices of Michael H. Hoffman, PA, Michael Hoffman, 1521 Alton Road, # 284, Miami Beach, FL 33139. Email: michael@myseclawyer.com

EXPERTS

The audited financial statements as of and for the year ended June 30, 2018, “appearing in this ~~Offering. This Prospectus, which forms part of the Registration Statement, does not contain all the information~~prospectus and registration statement”, have been audited by MaloneBailey, LLP, an independent registered accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the ~~Registration Statement~~authority of such firm as ~~some portions~~experts in accounting and auditing.

The audited financial statements as of and for the year ended June 30, 2019, appearing in this prospectus and registration statement, have been ~~omitted~~audited by AJ Robbins CPA, LLC an independent registered public accounting firm, as set forth in ~~accordance with~~their report thereon appearing elsewhere herein, and are included in reliance upon such report given upon the ~~rules~~authority of such firm as experts in accounting and ~~regulations of~~auditing who have served as the ~~SEC. For further information with respect to our Company and the Shares offered in this Prospectus, reference is made~~Company’s auditor since 2019.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No experts or counsel to the ~~Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof. With respect~~company have any shares or other interests in Star Alliance International Corp.

LEGAL PROCEEDINGS

The issuer is not party to ~~each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved.~~ any pending material legal proceedings.

ADDITIONAL INFORMATION

We ~~are not currently~~will be subject to the ~~informational~~reporting requirements of the Securities Exchange Act of 1934, ~~(the "Exchange Act"). As a result of the offering of the Shares of our common stock, we will become subject to the informational requirements of the Exchange Act,~~as amended, and ~~in accordance therewith, we~~ will file ~~quarterly and annual~~ reports, proxy statements and other information with the ~~SEC and send a copy of our annual report together with audited consolidated financial~~SEC. These reports, proxy statements ~~to each of our shareholders. The Registration Statement, such reports~~ and other information may be inspected and copied at the ~~Public Reference Room of~~public reference facilities maintained by the SEC ~~located~~ at 100 F Street, ~~N. E.~~N.E., Washington, ~~D. C. 20549. Copies of such materials, including~~D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of ~~all or any portion of the Registration Statement, may be obtained~~these materials from the Public Reference ~~Room~~Section of the SEC atupon payment of fees prescribed ~~rates.~~by the SEC. You may ~~call the SEC at 1-800-SEC-0330 to~~ obtain information on the operation of the Public Reference ~~Room. Such materials may also be accessed~~Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically ~~by means~~with the SEC. The address of that site is http://www.sec.gov.

We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the ~~SEC's home page on~~information set forth in the ~~internet (http://www.sec.gov). 34~~ ~~Asteriko Corp June 30 2014 Index~~Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the ~~Financial Statements Contents Page(s) -------- ------- Report~~contents of ~~Independent Registered Public Accounting Firm ................ F-2 Balance Sheet~~any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as of June 30, 2014....................................... F-3 Statement of Operations for the period from April 17, 2014 (Inception) through June 30, 2014....................................... F-4 Statement of Stockholder's Equity for the period from April 17, 2014 (Inception) through June 30, 2014....................................... F-5 Statement of Cash Flows for the period from April 17, 2014 (Inception) through June 30, 2014....................................... F-6 Notesan exhibit to the ~~Financial Statements ...................................... F-7 F-1~~ Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.

Reports of Independent Registered Public Accounting Firms		F-1

Balance Sheets as of June 30, 2019 and 2018		F-3

Statements of Operations for the Years Ended June 30, 2019 and 2018		F-4

Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2019 and 2018		F-5

Statements of Cash Flows for the Years Ended June 30, 2019 and 2018		F-6

Notes to the Financial Statements		F-7

Unaudited Balance Sheets as of March 31, 2020 and Audited as of June 30, 2019		F-13

Unaudited Statements of Operations for the Three Months Ended and the Nine Months Ended March 31, 2020 and 2019		F-14

Unaudited Statements of Changes in Stockholders’ Deficit for the Nine Months Ended March 31, 2020 and 2019		F-51

Unaudited Statements of Cash Flows for the Nine Months Ended March 31, 2020 and 2019		F-16

Notes to the Financial Statements		F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AJ Robbins CPA, LLC Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders ~~of Asteriko~~Star Alliance International Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of ~~Asteriko Corp.~~Star Alliance International Corp (the ~~"Company")~~Company) as of June 30, ~~2014~~2019 and the related consolidated statements of operations, ~~stockholders'~~stockholders’ equity (deficit) and cash flows for the ~~period from April 17, 2014 (inception) through~~year then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2014.~~ 2019, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Going concern uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has an accumulated deficit of $2,410,918 and negative working capital of $639,460+ as of June 30, 2019. For the year ended June 30, 2019 the Company had a net loss of $1,635,464. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of Matters-Significant Related Party Transactions

The Company has had significant transactions and relationships with related parties, including the Company’s Co-Chairman, which are described in the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm's length basis, as the requisite conditions of competitive, free market dealings may not exist.

Basis for Opinion

These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our ~~audit.~~ audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our audit included consideration~~As part of our audits, we are required to obtain an understanding of internal control over financial reporting, ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit includes~~

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. ~~An audit~~Our audits also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our ~~audit provides~~audits provide a reasonable basis for our opinion.

/s/ AJ Robbins CPA, LLC

We have served as the Company’s auditor since 2019.

Denver, Colorado December 28, 2019

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Star Alliance International Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Star Alliance International Corp. as of June 30, 2018, and the related statement of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements ~~referred to above~~ present fairly, in all material respects, the financial position of the Company as of June 30, ~~2014~~2018, and the results of its operations and its cash flows for the ~~period from April 17, 2014 (inception) through June 30, 2014~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company ~~had a deficit at June 30, 2014,~~has suffered recurring losses from operations and has a net ~~loss and net cash used in operating activities for the period from April 17, 2014 (inception) through June 30, 2014. These factors raise~~capital deficiency that raises substantial doubt about ~~the Company's~~its ability to continue as a going concern. Management's plans in ~~regards~~regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. ~~/s/ Li~~

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company ~~PC ------------------------------------- Li~~in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company ~~PC Skillman, New Jersey July 25, 2014 F-2~~ Asteriko Corp. Balance Sheet June 30, 2014 ------------- ASSETS CURRENT ASSETS Cash $ 10,000 Accounts receivable 713 -------- Total current assets 10,713 -------- TOOLS AND EQUIPMENT Toolsis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and equipment 688 Accumulated depreciation (11) -------- Toolsperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and equipment, net 677 -------- Total assets $ 11,390 ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,500 Advances from stockholder 6,484 -------- Total current liabilities 8,984 -------- STOCKHOLDERS' EQUITY Common stock par value $0.001: 75,000,000 shares authorized; 5,000,000 shares issued and outstanding 5,000 Accumulated deficit (2,594) -------- Total stockholders' equity 2,406 -------- Total liabilities and stockholders' equity $ 11,390 ======== See accompanying notes todisclosures in the financial statements. ~~F-3~~ ~~Asteriko Corp. Statement~~Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of Operations For the Period from April 17, 2014 (inception) through June 30, 2014 ------------- Revenue $ 3,239 Operating Expenses Professional fees 3,078 General and administrative expenses 2,755 ---------- Total operating expenses 5,833 ---------- Loss before Income Tax Provision (2,594) Income Tax Provision -- ---------- Net Loss $ (2,594) ========== Net loss per common share - Basic and Diluted $ (0.00) ========== Weighted average common shares outstanding - Basic and Diluted 5,000,000 ========== See accompanying notes to the financial statements. ~~F-4~~ We believe that our audit provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We served as the Company's auditor from 2017 to 2018.

Houston, Texas

February 14, 2019

F-2

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

	June 30,
	2019			2018
ASSETS
Current assets:
Cash	$	471		$	300
Total assets	$	471		$	300

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	32,692		$	–
Accrued expenses		2,863			20,182
Note payable		20,000			–
Note payable – former related party		32,000			32,000
Related party advance		3,980			300
Due to former related party		42,651			42,651
Total current liabilities		134,186			95,133

Total liabilities		134,186			95,133

COMMITMENTS AND CONTINGENCIES (see footnotes)
Stockholders’ deficit:
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–
Series B preferred stock, $0.001 par value, 1,900,000 authorized, none issued and outstanding		–			–
Common stock, $0.001 par value, 175,000,000 shares authorized, 83,450,000 and 35,450,000 shares issued and outstanding as of June 30, 2019 and 2018, respectively		83,450			35,450
Additional paid-in capital		551,289			503,289
Common stock to be issued		7,000			–
Accumulated deficit		(775,454	)		(633,572	)
Total stockholders’ deficit		(133,715	)		(94,833	)

Total liabilities and stockholders’ deficit	$	471		$	300

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

F-3

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

	For the Years Ended June 30,
	2019			2018
Operating expenses:
General and administrative	$	27,617		$	6,382
Professional fees		63,534			87,422

Total operating expenses		91,151			93,804

Loss from operations		(91,151	)		(93,804	)

Other expense:
Loss on conversion – related party		(48,000	)		–
Interest expense		(2,731	)		(132	)
Total other expense		(50,731	)		(132	)

Loss before provision for income taxes		(141,882	)		(93,936	)

Provision for income taxes		–			–

Net loss	$	(141,882	)	$	(93,936	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		37,817,123			35,400,000

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

F-4

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2019 AND 2018

	Common Stock				Additional Paid-in		Common Stock To Be		Accumulated
	Shares		Amount		Capital		Issued		Deficit			Total
Balance, June 30, 2017		35,400,000	$	35,400	$	478,339	$	–	$	(539,636	)	$	(25,897	)
Common stock issued for services		50,000		50		24,950		–		–			25,000
Net loss		–		–		–		–		(93,936	)		(93,936	)
Balance, June 30, 2018		35,450,000		35,450		503,289		–		(633,572	)		(94,833	)

Common stock issued to convert related party advances		48,000,000		48,000		48,000		–		–			96,000
Common stock sold								7,000					7,000
Net loss		–		–		–		–		(141,882	)		(141,882	)
Balance, June 30, 2019		83,450,000	$	83,450	$	551,289	$	7,000	$	(775,454	)	$	(133,715	)

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

F-5

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

	For the Years Ended June 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(141,882	)	$	(93,936	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		–			25,000
Loss on conversion of debt – related party		48,000			–
Changes in assets and liabilities:
Accounts payable		43,192			–
Accrued expenses		5,781			68,936
Net cash used in operating activities		(44,909	)		–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings from a related party		72,085			300
Repayment to related party		(34,005	)		–
Proceeds from the sale of common stock		7,000			–
Net cash provided by financing activities		45,080			300
Net increase in cash		171			300
Cash at the beginning of year		300			–
Cash at the end of year	$	471		$	300

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
NON-CASH TRANSACTIONS:
Operating expenses paid directly by a former related party	$	–		$	42,651
Note payable issued for settlement of accrued expense	$	–		$	32,000
Related party advance converted to common shares	$	48,000		$	–
Operating expenses paid directly by a related party	$	13,600		$	–
Note issued to settle unpaid legal fees	$	20,000		$	–

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

F-6

Star Alliance International Corp.

Notes to Financial Statements

June 30, 2019

NOTE 1 – NATURE OF BUSINESS

Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. ~~Statement~~in the State of ~~Stockholders' Equity For the period from April 17, 2014 (inception) through June 30, 2014~~
Common stock par value $0.001 ----------------------- Total Number of Accumulated Stockholders' Shares Amount Deficit Equity ------ ------ ------- ------ April 17, 2014 (inception) -- $ -- $ -- $ -- Issuance of common shares for cash at $0.001 per share upon formation 5,000,000 5,000 5,000 Net loss (2,594) (2,594) --------- -------- -------- -------- Balance, June 30, 2014 5,000,000 $ 5,000 $ (2,594) $ 2,406 ========= ======== ======== ========
~~See accompanying notes to the financial statements. F-5~~ Asteriko Corp. Statement of Cash Flows For the Period from April 17, 2014 (inception) through June 30, 2014 ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,594) Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense 11 Changes in operating assets and liabilities: Accounts receivable (713) Accounts payable 2,500 Accrued expenses -- -------- NET CASH USED IN OPERATING ACTIVITIES (796) -------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (688) -------- NET CASH USED IN INVESTING ACTIVITIES (688) -------- CASH FLOWS FROM FINANCING ACTIVITIES Advances from stockholder 6,484 Proceeds from sale of common shares 5,000 -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 11,484 -------- NET CHANGE IN CASH 10,000 CASH - BEGINNING OF REPORTING PERIOD -- -------- CASH - END OF REPORTING PERIOD $ 10,000 ======== Supplemental disclosure of cash flow information: Interest paid $ -- ======== Income tax paid $ -- ======== See accompanying notes to the financial statements. F-6 Asteriko Corp June 30, 2014 Notes to the Financial Statements NOTE 1 - ORGANIZATION AND OPERATIONS ASTERIKO CORP. Asteriko Corp. (the "Company") was incorporatedNevada on April 17, 2014 under the laws of the ~~State~~state of ~~Nevada. The Company provides customers with unique~~Nevada, for the purpose of acquiring and ~~innovative solutions for their decorative needs. The company's initial product is lattice panels designed for suspended ceiling.~~ developing gold mining as well as certain other mining properties worldwide.

NOTE 2 ~~- SUMMARY OF~~– SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The ~~Management~~accompanying financial statements of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. BASIS OF PRESENTATION The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. ~~GAAP"~~GAAP”)~~. DEVELOPMENT STAGE COMPANY The Company is a development stage company as defined by section 915-10-20~~ and the rules of the ~~FASB Accounting Standards Codification. The Company is devoting substantially all~~Securities and Exchange Commission (“SEC”).

Use of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915. FISCAL YEAR-END The Company elected June 30 as its fiscal year ending date. USE OF ESTIMATES AND ASSUMPTIONS AND CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS Estimates

The preparation of financial statements in conformity with ~~accounting principles~~ generally accepted ~~in the United States of America~~accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~date(s)~~date of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company's critical accounting estimates and assumptions affecting the financial statements were as follows: (i) ASSUMPTION AS A GOING CONCERN: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business; F-7 (ii) VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS: Management assumes that the realization of the Company's net deferred tax assets resulting from its net operating loss ("NOL") carry-forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.period. Actual results could differ from those estimates. ~~FAIR VALUE OF FINANCIAL INSTRUMENTS~~

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended June 30, 2019 or 2018.

Stock-based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for stock-based compensation in accordance with the provision of ASC 505-50, Equity Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("(“Paragraph ~~820-10-35-37"~~820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted ~~accounting principles ("GAAP")~~in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities ~~as of~~that the ~~reporting~~Company has the ability to access at the measurement date.

F-7

Level 2 ~~Pricing~~- Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices ~~in active markets included in Level 1, which~~that are ~~either directly~~observable for the asset or ~~indirectly observable as of the reporting date. Level 3 Pricing~~liability (e.g., interest rates, yield curves, etc.), and inputs that are ~~generally observable inputs and not~~derived principally from or corroborated by observable market ~~data. Financial assets are considered~~ data by correlation or other means (market corroborated inputs).

Level 3 ~~when their fair values~~- Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The Company’s financial instruments are ~~determined using pricing models, discounted cash flow methodologies or similar techniques~~consisted principally of accrued expenses and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.short term debt. The carrying amounts of such financial instruments in the ~~Company's financial assets and liabilities, such as cash and accounts payable~~accompanying balance sheets approximate their fair values ~~because of the short maturity of these instruments. Transactions involving related parties cannot be presumed~~due to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. F-8 ~~CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS~~ their relatively short-term nature.

Income Tax Provision

The Company ~~has adopted paragraph 360-10-35-17~~follow ASC 740-10-30, which requires recognition of ~~the FASB Accounting Standards Codification~~deferred tax assets and liabilities for ~~its long-lived assets. The Company's long-lived assets, which include property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that~~ the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book valuestax consequences of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall strategy with respect to the manner or use of the acquired assets or changes in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, is included in operating expenses in the accompanying statements of operations. CASH EQUIVALENTS The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. PROPERTY AND EQUIPMENT Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) to seven (7) years. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. RELATED PARTIES The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties orevents that have ~~an ownership interest~~been included in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are F-9 presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. COMMITMENT AND CONTINGENCIES The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements ~~are issued, which may result in a loss to the Company but which will only be resolved when one~~ or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available attax returns. Under this time, that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows. REVENUE RECOGNITION The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. INCOME TAX PROVISION The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred incomemethod, deferred tax assets and liabilities are ~~determined~~ based ~~upon~~on the differences between the financial ~~reporting~~statement and tax bases of assets and liabilities ~~and are measured~~ using ~~the~~ enacted tax rates ~~and laws that will be~~ in effect ~~when~~for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the ~~statements~~Statements of ~~operations~~Income in the period that includes the enactment date.

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the, change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at June 30, 2019, using the new corporate tax rate of 21 percent. See Note 7.

The Company adopted ~~section~~ASC 740-10-25 ~~of the FASB Accounting Standards Codification ("Section 740-10-25"~~(“ASC 740-10-25”)~~. Section~~ with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ~~Section~~ASC 740-10-25, ~~the Company~~we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than ~~fifty percent (50%)~~50% likelihood of being realized upon ultimate settlement. ~~Section~~ASC 740-10-25 also provides guidance on ~~de-recognition,~~derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. F-10 ~~UNCERTAIN TAX POSITIONS The Company did not take any uncertain tax positions and~~We had no material adjustments to ~~its~~our liabilities for unrecognized income tax ~~liabilities or~~ benefits ~~pursuant~~according to the provisions of ~~Section 740-10-25 for the period from March 12, 2014 (inception) through May 31, 2014. NET INCOME (LOSS) PER COMMON SHARE~~ ASC 740-10-25.

Net income (loss) per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net ~~income (loss)~~loss per common share is computed by dividing net ~~income (loss)~~loss by the weighted average number of shares of common stock outstanding during the period. Diluted net ~~income (loss)~~loss per common share is computed by dividing net ~~income (loss)~~loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding for the ~~period from March 12, 2014 (inception) through May 31, 2014. CASH FLOWS REPORTING The Company adopted paragraph 230-10-45-24 of the FASB~~years ended June 30, 2019 and June 30, 2018.

Recently Issued Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. SUBSEQUENT EVENTS The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Pronouncements

In ~~April 2014,~~January 2017, the FASB issued ASU ~~No. 2014-08, Presentation~~2017-01, Business Combinations (Topic 805): Clarifying the Definition of ~~Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures~~a Business. This ASU clarifies the definition of ~~Disposals~~a business when evaluating whether transactions should be accounted for as acquisitions (or disposals) of ~~Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20. Under the~~assets or businesses. This new guidance ~~a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or~~ will have) a major effect on an entity's operations and financial results." The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although "major" is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation. The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The ASU isbe effective for ~~public business entities for~~ annual reporting periods beginning ~~on or~~ after December 15, ~~2014, and~~2017, including interim periods within those ~~years. F-11~~ periods. The adoption of this ASU has had no material impact on the Company’s financial statements and disclosures.

F-8

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). This ASU simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test, which required computing the implied fair value of goodwill. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This new guidance will be effective January 1, 2020. The Company is currently in the process of evaluating the potential effect that the adoption of this standard will have on its financial position and results of operations.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies an entity’s ability to modify the terms or conditions of a share-based payment award presented. An entity should account for the effects of a modification unless all the following are met: the fair value of the modified award has not changed from the fair value on the date of issuance; the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and, the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. The adoption of this ASU has had no material impact on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. This ASU clarifies the recognition, measurement, and effect on earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260, Earnings Per Share. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those periods. The Company adopted this ASU and it did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. This new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this ASU and it did not have a material impact on the Company’s results of operations.

In May 2014, the ~~FASB issued the FASB~~Financial Accounting Standards ~~Update No.~~Board (FASB) issued ASU 2014-09, ~~"REVENUE FROM CONTRACTS WITH CUSTOMERS (TOPIC 606)" ("ASU 2014-09") This guidance amends the existing FASB Accounting Standards Codification, creating a new~~Revenue from Contracts with Customers, to establish ASC Topic 606, ~~REVENUE FROM CONTRACTS WITH CUSTOMER.~~(ASC 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ~~To achieve~~The guidance includes a five-step framework that ~~core principle,~~requires an entity ~~should apply the following steps: 1. Identify~~to: (i) identify the contract(s) with ~~the~~a customer, ~~2. Identify~~(ii) identify the performance obligations in the contract, ~~3. Determine~~(iii) determine the transaction price, ~~4. Allocate~~(iv) allocate the transaction price to the performance obligations in the contract, ~~5. Recognize~~and (v) recognize revenue when ~~(or as)~~ the entity satisfies a performance ~~obligations The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand~~obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue ~~recognition~~ and cash flows arising from contracts with customers. ~~Qualitative~~The Company adopted this ASU and ~~quantitative information is required about~~it did not have a material impact on the ~~following: 1. Contracts with customers - including revenue and impairments recognized, disaggregation~~Company’s results of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations) 2. Significant judgments and changesoperations.

The Company has implemented all new accounting pronouncements that are in judgments - determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations 3. Assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application iseffect. These pronouncements did not permitted. In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) labelhave any material impact on the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity's governing documents and contractual arrangements allow additional equity investments. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by F-12 requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date informationunless otherwise disclosed, and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 "COMPENSATION--STOCK COMPENSATION (TOPIC 718) : ACCOUNTING FOR SHARE-BASED PAYMENTS WHEN THE TERMS OF AN AWARD PROVIDE THAT A PERFORMANCE TARGET COULD BE ACHIEVED AFTER THE REQUISITE SERVICE PERIOD" ("ASU 2014-12"). The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. ManagementCompany does not believe that there are any ~~recently issued, but not yet effective~~other new accounting pronouncements ~~if adopted, would~~that have been issued that might have a material ~~effect~~impact on ~~the accompanying~~its financial ~~statements.~~ position or results of operations.

F-9

NOTE 3 -– GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As ~~reflected~~shown in the accompanying financial statements, the Company ~~had a~~has an accumulated deficit atof $775,454 and negative working capital of $133,715 as of June 30, ~~2014,~~2019. For the year ended June 30, 2019 the Company had a net loss ~~and net cash used in operating activities for the reporting period from April 17, 2014 (inception) through June 30, 2014. These factors raise~~of $141,882. Due to these conditions, it raises substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient ~~revenue,~~revenue; however, the ~~Company's~~Company’s cash position may not be sufficient to support ~~the Company's~~its daily operations. ~~Management intends to raise additional funds by way of a private or public offering.~~ While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon ~~the Company's~~its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional ~~funds by way of a public or private offering.~~funds. The financial statements do not include any adjustments ~~related~~relating to the recoverability and classification of ~~recorded~~ asset carrying amounts or the ~~amounts~~amount and classification of liabilities that ~~might be necessary~~may result should the Company be unable to continue as a going concern.

NOTE 4 ~~- PROPERTY AND EQUIPMENT (i) IMPAIRMENT The~~– RELATED PARTY TRANSACTIONS

On May 14, 2018, pursuant to an agreement by and between Richard Carey, the Company’s new President and Chairman of the Board, and Kido, Mr. Richard Carey acquired 22,000,000 shares of common stock of the Company ~~completed its annual impairment testing~~owned by Kido, representing 62.15% ownership of ~~property~~the Company which constitutes control. Mr. Richard Carey accepted the positions of President and ~~equipment and determined that there was no impairment as~~Chairman of the ~~fair value of property and equipment, exceeded their carrying values at~~Board on the same day.

In June 2018, Richard Carey, the Company’s Chairman, advanced the Company $300 to open a bank account. During the year ended June 30, ~~2014. F-13~~ ~~(ii) DEPRECIATION EXPENSE~~2019, Mr. Carey advanced the Company an additional $72,085, of which $34,005 was repaid. On June 12, 2019, Mr. Carey converted $48,000 of the amount due to him into 48,000,000 shares of common stock. The stock was fair valued at $0.002 per share by an independent valuation firm resulting in a loss on conversion of $48,000. As of June 30, 2019 and 2018, the balance due to Mr. Carey is $3,980 and $300, respectively. The advances are unsecured, non-interest bearing and due on demand.

Mr. Carey is using his personal office space at no cost to the Company.

NOTE 5 – COMMON STOCK

On June 30, 2018, the Company ~~acquired property and equipment on May 25, 2014 and started to depreciate~~granted 50,000 shares of common stock for services rendered as of June 30, 2018. The shares were valued at $0.50 for total non-cash compensation expense of $25,000. As of June 30, 2018 the shares had not yet been issued by the transfer agent.

During the year ended June 30, 2019, the Company sold 2,400,000 shares of common stock for total cash proceeds of $7,000. As of June 30, 2019, the shares have not yet been issued by the transfer agent and therefore have been credited to common stock to be issued.

Refer to Note 4 for shares issued to a related party.

NOTE 6 – NOTE PAYABLE

As of June 30, 2019 and 2018, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.

F-10

On June 1, ~~2014. Depreciation expense was $11~~2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of June 30, 2019 and 2018, there is $1,732 and $132, respectively, of accrued interest on the note. The note is past due and in default.

On October 15, 2018, the Company executed a promissory note for $20,000, for amounts previously accrued and payable to the Company’s former attorney. The note bears interest at 8% and is due on October 15, 2019. As of June 30, 2019, there is $1,131 of accrued interest due on the note.

NOTE 7 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the ~~reporting~~effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

Net deferred tax assets consist of the following components as of June 30:

	2019			2018
Deferred Tax Assets:
NOL Carryover	$	152,765		$	127,772
Less valuation allowance		(152,765	)		(127,772	)
Net deferred tax assets	$	–		$	–

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended ~~May 31, 2014. NOTE 5 - STOCKHOLDERS' EQUITY SHARES AUTHORIZED Upon formation~~June 30, due to the ~~total number~~following:

At June 30, 2019, the Company had net operating loss carry forwards of ~~shares~~approximately $634,000 that maybe offset against future taxable income. No tax benefit has been reported in the June 30, 2019 or 2018 financial statements since the potential tax benefit is offset by a valuation allowance of ~~all classes~~the same amount.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

Due to the change in ownership provisions of ~~stock which~~the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of June 30, 2019, the Company had no accrued interest or penalties related to uncertain tax positions.

With few exceptions, the Company is ~~authorized~~no longer subject to ~~issue is Seventy-Five Million (75,000,000)~~U.S. federal, state and local income tax examinations by tax authorities for years before 2013.

F-11

NOTE 8 – SUBSEQUENT EVENTS

1. Acquisition of Troy Mining Claims

On August 13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under the APA, we acquired 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims. In exchange for the mining claims and related assets, we:

Agreed to issue 1,900,000 shares of a new class of preferred stock designated Series B Preferred Stock; and

Agreed to make total cash payments in the amount of $500,000 under a Promissory Note (the “Purchase Note”)

Under the Purchase Note, we paid $50,000 at the time of the closing, and are required to pay an additional $50,000 within sixty days of the closing, and $25,000 every other month thereafter, with the entire remaining amount due no later than March 31, 2020. In the event of default under the Purchase Note, all assets acquired under the APA will be forfeited back to Troy.

The 1,900,000 shares of ~~Common~~Series B Preferred Stock ~~par value $0.001~~designated and issued as part of the purchase price will be convertible into common stock on a 2:1 basis beginning 60 days from their date of issuance and will cast two votes per ~~share. COMMON STOCK Upon formation~~share on all matters submitted to a vote of our shareholders. If converted, all shares of Series B Preferred Stock must be converted in one tranche. Within 60 days of the closing, we are required under the APA to file a registration statement registering the re-sale of the shares of common stock issuable upon conversion of the Series B Preferred Stock.

On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of STAL to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same.

2. In order to pay the initial $50,000 required under the APA and the Purchase Note, the Company ~~sold 5,000,000~~obtained funding under a Convertible Promissory Note in the amount of $50,000 issued to a private investor. The Convertible Promissory Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. The Convertible Promissory Note is convertible to shares of our common stock at a price of $0.05 per share.

3. In July 2019, the Company issued 6,000,000 shares of common stock to various members of the Board. All but 250,000 common shares were issued in lieu of Directors Fees.

4. On August 1, 2019, employment agreements for Richard Carey, John Baird and Anthony Anish were signed providing for annual salaries of $120,000 per annum for Richard Carey and $60,000 for John Baird and Anthony Anish.

5. In October 2019, the approximately 7 mile road from the main highway to our mining claims has been cleared and is now passable.

6. On October 7, 2019, a new $250,000 Convertible Promissory Note with initial funding of $50,000 was issued to a private investor. The Convertible Promissory Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. The Convertible Promissory Note is convertible to shares of our common stock at a price of $0.05 per share.

7. On October 9, 2019, a contract extension was agreed between Star Alliance International Corp. and Troy Mining Corporation The agreement gives the Company 150 days to file an S-1 registration statement and obtain approval for the shares that are to be issued to the Troy shareholders to become free trading.

F-12

STAR ALLIANCE INTERNATIONAL CORP.

BALANCE SHEETS

	March 31, 2020			June 30, 2019
		(unaudited)			(audited)
ASSETS
Current assets:
Cash	$	3,529		$	471
Total current assets		3,529			471

Other assets:
Property and equipment		450,000			–
Mining claims		57,532			–
Total other assets		507,532			–

Total Assets	$	511,061		$	471

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	40,049		$	32,692
Accrued expenses		5,868			2,863
Accrued compensation		95,200			–
Notes payable		421,500			20,000
Note payable – former related party		32,000			32,000
Related party advance		5,721			3,980
Due to former related party		42,651			42,651
Total current liabilities		642,989			134,186

Total liabilities		642,989			134,186

COMMITMENTS AND CONTINGENCIES (see footnotes)

Stockholders’ deficit:
Preferred stock, $0.001 par value, 25,000,000 authorized, none issued and outstanding		–			–
Series A preferred stock, $0.001 par value, 1,000,000 authorized, no shares issued and outstanding, respectively		–			–
Series B preferred stock, $0.001 par value, 1,900,000 authorized, 1,883,000 and no shares issued and outstanding, respectively		1,883			–
Common stock, $0.001 par value, 175,000,000 shares authorized, 105,713,334 and 83,450,000 shares issued and outstanding, respectively		105,714			83,450
Additional paid-in capital		2,174,660			551,289
Common stock to be issued		6,633			7,000
Stock subscription receivable		(9,900	)		–
Accumulated deficit		(2,410,918	)		(775,454	)
Total stockholders’ deficit		(131,928	)		(133,715	)

Total liabilities and stockholders’ deficit	$	511,061		$	471

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

F-13

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2020			2019			2020			2019
Operating expenses:
General and administrative	$	738,608		$	7,344		$	794,984		$	16,950
Professional fees		109,180			22,306			126,680			53,902
Director compensation		441,000			–			469,000			–
Officer compensation		45,000			–			123,000			–

Total operating expenses		1,333,788			29,650			1,513,664			70,852

Loss from operations		(1,333,788	)		(29,650	)		(1,513,664	)		(70,852	)

Other expense
Interest expense		(1,745	)		(789	)		(3,800	)		(1,933	)
Loss on conversion of accrued salary		(118,000	)		–			(118,000	)		–
Total other expense		(119,745	)		(789	)		(121,800	)		(1,933	)

Loss before provision for income taxes		(1,453,533	)		(30,439	)		(1,635,464	)		(72,785	)

Provision for income taxes		–			–			–			–

Net loss	$	(1,453,533	)	$	(30,439	)	$	(1,635,464	)	$	(72,785	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		96,781,173			35,400,000			92,426,933			35,400,000

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

F-14

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED MARCH 31, 2019

(UNAUDITED)

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, June 30, 2018		35,450,000	$	35,450	$	503,289	$	(633,572	)	$	(94,833	)
Net loss		–		–		–		(22,810	)		(22,810	)
Balance, September 30, 2018		35,450,000		35,450		503,289		(656,382	)		(117,643	)
Net loss		–		–		–		(19,536	)		(19,536	)
Balance, December 31, 2018		35,450,000		35,450		503,289		(675,918	)		(137,179	)
Net loss		–		–		–		(30,439	)		(30,439	)
Balance, March 31, 2019		35,450,000	$	35,450	$	503,289	$	(706,357	)	$	(167,618	)

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

F-15

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED MARCH 31, 2020

(UNAUDITED)

	Preferred Stock				Common Stock				Additional Paid-in		Common Stock To Be			Preferred Stock To Be			Stock Subscription			Accumulated
	Shares		Amount		Shares		Amount		Capital		Issued			Issued			Receivable			Deficit			Total
Balance, June 30, 2019		–	$	–		83,450,000	$	83,450	$	551,289	$	7,000		$	–		$	–		$	(775,454	)	$	(133,715	)
Stock issued for services		–		–		1,500,000		1,500		1,500		80			–			–			–			3,080
Stock issued for services – related party		–		–		4,000,000		4,000		4,000		–			–			–			–			8,000
Stock issued for conversion of debt		–		–		250,000		250		–		–			–			–			–			250
Stock sold for cash		–		–		1,000,000		1,000		2,000		53,000			–			–			–			56,000
Preferred stock issued for acquisition		–		–		–		–		–		–			7,532			–			–			7,532
Net loss		–		–		–		–		–		–			–			–			(73,751	)		(73,751	)
Balance, September 30, 2019		–		–		90,200,000		90,200		558,789		60,080			7,532			–			(849,205	)		(132,604	)
Stock issued for services		–		–		140,000		140		140		(80			–			–			–			200
Stock sold for cash		–		–		3,780,000		3,780		106,220		(51,367	)		–			–			–			58,633
Net loss		–		–		–		–		–		–			–						(108,180	)		(108,180	)
Balance, December 31, 2019		–		–		94,120,000		94,120		665,149		8,633			7,532			–			(957,385	)		(181,951	)
Preferred stock issued for acquisition		1,833,000		1,883		–		–		5,649		–			(7,532	)		–			–			–
Stock issued for services		–		–		2,860,000		2,860		472,900		(2,000	)		–			–			–			473,760
Stock issued for services – related party		–		–		4,500,000		4,500		751,500		–			–			–			–			756,000
Stock issued for debt		–		–		2,000,000		2,000		33,796		–			–			–			–			35,796
Stock issued for accrued salary		–		–		1,000,000		1,000		167,000		–			–			–			–			168,000
Stock sold for cash		–		–		1,233,334		1,234		78,666		–			–			(9,900	)		–			70,000
Net loss		–		–		–		–		–		–			–			–			(1,453,533	)		(1,453,533	)
Balance, March 31, 2020		1,833,000	$	1,883		105,713,334	$	105,714	$	2,174,660	$	6,633		$	–		$	(9,900	)	$	(2,410,918	)	$	(131,928	)

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

F-16

STAR ALLIANCE INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended March 31,
	2020			2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,635,464	)	$	(72,785	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		477,040			–
Common stock issued for services – related party		764,000			–
Loss on conversion of accrued salary		118,000			–
Changes in assets and liabilities:
Accounts payable		7,357			30,502
Accrued expenses		3,800			4,983
Accrued compensation		145,200			–
Net cash used in operating activities		(120,067	)		(37,300	)

CASH FLOWS FROM INVESTING ACTIVITIES:		–			–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings from related party		38,100			61,041
Repayments to a related party		(36,108	)		(23,816	)
Proceeds from the sale of common stock		184,633			–
Proceeds from notes payable		55,500			–
Payment on note payable		(119,000	)		–
Net cash provided by financing activities		123,125			37,225

Net increase (decrease) in cash		3,058			(75	)
Cash at the beginning of period		471			300
Cash at the end of period	$	3,529		$	225

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

NON-CASH TRANSACTIONS
Accrued salary converted to common stock	$	50,000		$	–
Principal and interest converted to common stock	$	35,796		$	–
Operating expenses paid directly by related party	$	–		$	13,600
Note issued to settle unpaid legal fees	$	–		$	20,000

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

F-17

Star Alliance International Corp.

Notes to Financial Statements

March 31, 2020

(Unaudited)

NOTE 1 – NATURE OF BUSINESS

Star Alliance International Corp. (“the Company”, “we”, “us”) was originally incorporated with the name Asteriko Corp. in the State of Nevada on April 17, 2014 under the laws of the State of Nevada, for the purpose of acquiring and developing gold mines as well as certain other mining properties worldwide.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended June 30, 2019, have been omitted.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of liabilities, and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Management makes these estimates using the best information available at the time; however, actual results could differ materially from those estimates.

NOTE 3 – GOING CONCERN

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, the Company has an accumulated deficit of $2,395,418 and negative working capital of $623,960 as of March 31, 2020. For the nine months ended March 31, 2020 the Company had a net loss of $1,619,964 (includes $1,241,040 of non-cash stock compensation expense and a $118,000 loss on conversion of accrued salary), with $120,067 of cash used in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

F-18

NOTE 4 – RELATED PARTY TRANSACTIONS

In June 2018, Richard Carey, the Company’s Chairman, advanced the Company $300 to open a bank account. During the year ended June 30, 2019, Mr. Carey advanced the Company an additional $72,085, of which $34,005 was repaid. On June 12, 2019, Mr. Carey converted $48,000 of the amount due to him into 48,000,000 shares of common stock. The stock was fair valued at $0.002 per share by an independent valuation firm resulting in a loss on conversion of $48,000.

As of March 31, 2020 and June 30, 2019, the balance due to Mr. Carey is $45 and $3,980, respectively. The advances are unsecured, non-interest bearing and due on demand.

As of March 31, 2020, the Company owes Anthony Anish, a board member, $5,676 for expense reimbursement.

On August 1, 2019, employment agreements for Richard Carey, John Baird and Anthony Anish were signed providing for annual salaries of $120,000 per annum for Richard Carey and $60,000 for John Baird and Anthony Anish. As of March 31, 2020, the Company has accrued compensation due to Mr. Carey of $25,200, Mr. Baird of $40,000 and Mr. Anish of $30,000.

Mr. Carey is using his personal office space at no cost to the Company.

During the nine months ended March 31, 2020, the Company granted 4,000,000 shares of common stock to an officer and two directors for services rendered. The shares were valued at $0.002 per share for total non-cash expense of $8,000.

During the nine months ended March 31, 2020, the Company granted 2,500,000 shares of common stock to directors for services rendered. The shares were valued at $0.168 per share for total non-cash expense of $420,000.

During the nine months ended March 31, 2020, the CEO converted $50,000 of accrued compensation into 1,000,000 shares of common stock. The shares were valued at $0.168. The Company recognized a $118,000 loss on the conversion.

During the nine months ended March 31, 2020, the Company granted 2,000,000 shares of common stock to the ~~officer~~brother of the CFO for services rendered. The shares were valued at $0.168 per share for total non-cash expense of $336,000.

NOTE 5 – NOTES PAYABLE

As of March 31, 2020 and ~~director~~June 30, 2019, the Company owed Kok Chee Lee, the former CEO and Director of the Company, $42,651 and $42,651, respectively for operating expenses he paid on behalf of the Company during the year ended June 30, 2018. The borrowing is unsecured, non-interest-bearing and due on demand.

On June 1, 2018, the Company executed a promissory note in the amount of $32,000 with the former Secretary of the Board for $30,128 of accrued expenses for services previously provided and an additional $1,872 for services rendered. The note is unsecured, bears interest at 5% per annum and matures on December 1, 2018. As of March 31, 2020 and June 30, 2019, there is $2,937 and $1,732, respectively, of accrued interest due on the note. The note is past due and in default.

On October 15, 2018, the Company executed a promissory note for $20,000, for amounts previously accrued and payable to the Company’s former attorney. The note bears interest at 8% and is due on October 15, 2019. As of March 31, 2020, and June 30, 2019, there is $16,000 and $2,254 and $20,000 and $1,131, respectively, of principal and accrued interest due on the note.

F-19

On June 11, 2019, the company executed a promissory note with Troy for $500,000 (Note 6). The Company paid the initial $50,000 due on the note on August 13, 2019 and $35,000 as of December 31, 2019. As of March 31, 2020 there is $385,000 due on this note.

In order to pay the initial $50,000 required under the APA and the Purchase Note, the Company obtained funding under a Convertible Promissory Note in the amount of $50,000 issued to a private investor. The Convertible Promissory Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. On October 7, 2019, a new $250,000 Convertible Promissory Note with initial funding of $50,000 was issued to the same investor. The Convertible Promissory Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. The Convertible Promissory Note is convertible to shares of our common stock at a price of $0.05 per share. The investor has converted the $50,000 and $50,000 from Q1 into 2,260,000 shares of common stock.

During the nine months ended March 31, 2020, the Company received a total of $54,000 in other loans from two individuals. These loans accrue interest at 10% and are due on demand. On February 28, 2020, one of the individuals converted $35,000 and $796 of principal and interest, respectively, into 2,000,000 shares of common stock. Accrued interest on the remaining $19,000 as of March 31, 2020 is $677.

NOTE 6 – ACQUISITION

On August 13, 2019, The Company closed an Asset Purchase Agreement (the “APA”) with Troy Mining Corporation (“Troy”). Under the APA, the company acquired 78 gold mining claims consisting of approximately 4,800 acres, located east/southeast of El Portal, California, in Mariposa County, together with all of Troy’s rights to related equipment and buildings currently located on the mining claims. In exchange for the mining claims and related assets, the company agreed to issue 1,833,000 shares of a new class of preferred stock designated Series B Preferred Stock; and agreed to make total cash payments in the amount of $500,000 under a Promissory Note (the “Purchase Note”).

On October 9, 2019, a contract extension was agreed between Star Alliance International Corp. and Troy Mining Corporation. The agreement gives the Company 150 days to file an S-1 registration statement and obtain approval for the shares that are to be issued to the Troy shareholders to become free trading.

As of March 31, 2020, the Company has paid $115,000 on the note. The balance as of March 31, 2020, is $385,000.

NOTE 7 – PREFERRED STOCK

Of the 25,000,000 shares of the Company's authorized Preferred Stock, $0.001 par value per share, 1,900,000 are designated as Series B Preferred Stock. Only one person or entity, is entitled to be designated as the owner of all of the Series B Preferred Stock (the “Holder”), in whose name the initial certificates representing the Series B Preferred Stock shall be issued. Any transfer of the Series B Preferred Stock to a different Holder must be approved in advance by the Corporation; provided, however, the Holder shall have the right to transfer the Series B Preferred Stock, or any portion thereof, to any affiliate of Holder or nominee of Holder, without the approval of the Corporation. Each share of Preferred Stock shall have one vote per share. Holder is not entitled to dividends or distributions and each share of Series B Preferred Stock shall be convertible at the rate of two Common Shares for each one B Preferred stock.

In conjunction with the APA with Troy, the company issued 1,833,000 shares of Series B Preferred Stock, the shares were valued at $0.002 or $7,532 as if they had been converted into 3,666,000 shares of common stock.

F-20

On October 9, 2019, the parties have agreed to extend the date for filing the registration statement relating to the preferred shares of the Company to be issued to the Troy shareholders and that would in turn extend the date that the shares would become free trading. This extension will be for 150 days for filing the registration statement and obtaining approval for the shares to become free trading. All the remaining terms included in the contract will remain the same.

NOTE 8 – COMMON STOCK

During the nine months ended March 31, 2020, the Company granted 1,640,000 shares of common stock for services. The shares were valued at $0.002 per share for total non-cash expense of $3,280.

During the nine months ended March 31, 2020, the Company granted 2,860,000 shares of common stock for services. The shares were valued at $0.168 per share for total non-cash expense of $473,760.

During the nine months ended March 31, 2020, the Company sold 3,695,994 shares of common stock for total cash proceeds of $184,633. In addition, the Company issued 1,000,000 shares of common stock that had been purchased in the prior period. Refer to Note 5 for additional shares issued under a convertible promissory note.

During the nine months ended March 31, 2020, the Company issued 2,250,000 shares of common stock in conversion of a $35,250 and $769 of principal and interest, respectively.

Refer to Note 4 for stock issuances to related parties.

NOTE 9 – SUBSEQUENT EVENT

Subsequent to March 31, 2020, the Company granted 1,100,000 shares of common stock for services to the Company.

In July, 2020, the Company received $77,500 in convertible loans from private investors that are convertible to common stock of the Company at ~~$0.001~~$0.10 per ~~share, or $5,000 in aggregate~~share.

In July 2020, the Company negotiated an extension for ~~cash. All shares were issued in accordance with~~ the ~~exemption from~~final payment due for the ~~registration provisions~~purchase of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering and Rule 506 of Regulation D promulgated thereunder. NOTE 6 - RELATED PARTY TRANSACTIONS RELATED PARTIES Related parties with whom the Company had transactions are: Related Parties Relationship --------------- ------------ Ilia Tomaski President and Director FREE OFFICE SPACEmine. This extension is until September 15, 2020. The Company plans to pay off any balance due on or before that date.

Since the year end the note due to the Company’s former attorney has been ~~provided office space by its President at no cost. Management determined~~purchased and the new holder has agreed to convert that such cost is nominal and did not recognize the rent expense in its financial statement. NOTE 7 - INCOME TAX PROVISION DEFERRED TAX ASSETS As of June 30, 2014, the Company had net operating loss ("NOL") carry-forwards for Federal income tax purposes of $2,594 that may be available to reduce future years' taxable income through 2034. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the managementnote into common stock of the Company believes that the realization of the Company's net deferred tax assets of approximately $882 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $882 for the period from April 17, 2014 (inception) through June 30, 2014. F-14 Components of deferred tax assets are as follows: June 30, 2014 ------------- Net deferred tax assets - Non-current: Expected income tax benefit from NOL carry-forwards $ 882 Less valuation allowance (882) -------- Deferred tax assets, net of valuation allowance $ -- ======== INCOME TAX PROVISION IN THE STATEMENT OF OPERATIONS A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the Reporting Period Ended June 30, 2014 Federal statutory income tax rate 34.0% Increase (reduction) in income tax provision resulting from: Net operating loss ("NOL") carry-forwards (34.0) -------- Effective income tax rate 0.0% ======== TAX RETURNS REMAINING SUBJECT TO IRS AUDITS The Company has not yet filed its corporation income tax return for the reporting period ended June 30, 2014, which will remain subject to examination by the Internal Revenue Service under the statute of limitations for a period of three (3) years from the date it is filed. NOTE 8 - SUBSEQUENT EVENTS The Company has evaluated all events that occur after the balance sheet date through October 22, 2014 the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed. F-15 at twenty cents per share.

F-21

Dealer Prospectus Delivery Obligation

Until ~~_________________,~~___________, all dealers ~~effecting~~that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a ~~Prospectus.~~prospectus. This is in addition to the ~~dealer's~~dealers' obligation to deliver a ~~Prospectus~~prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this Prospectus. We have not authorized any dealer, salesperson or other person to give you different information. This Prospectus does not constitute an offer to sell nor are they seeking an offer to buy the securities referred to in this Prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this are correct only as of the date shown on the cover page of these documents, regardless of the time of the delivery of these documents or any sale of the securities referred to in this Prospectus. ASTERIKO CORP. 10,000,000 SHARES OF COMMON STOCK PROSPECTUS

PART II ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~ — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The estimated costs of this offering (assuming all shares are sold) are as follows: SEC Registration Fee $ 13 Auditor Fees $ 5,000 Legal Fees $ 2,500 EDGAR Fees $ 1,000 Transfer Agent Fees $ 1,000 ------- TOTAL $ 9,513 ======= (1) All amounts are estimates, other thanfollowing table sets forth the SEC's registration fee. INDEMNIFICATION OF DIRECTOR AND OFFICERS Asteriko Corp.'s Bylaws allow for the indemnification of the Officer and/or Director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the Director, Officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes. Asexpenses expected to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a Director, Officer and/or person controlling Asteriko Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable. RECENT SALES OF UNREGISTERED SECURITIES Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended. Name and Address Date Shares Consideration ---------------- ---- ------ ------------- Ilia Tomski May 12, 2014 5,000,000 $5,000.00 We issued the foregoing restricted shares of common stock to our sole Officer and Director pursuant to Section 4(2) of the Securities Act of 1933. Ilia Tomski is a sophisticated investor, he is our sole Officer and Director, and is in possession of all material information relating to us. Further, no commissions were paid to anyonebe incurred in connection with the ~~sale~~issuance and distribution of the ~~shares~~securities being registered (also included in the Use of Proceeds table).

SEC Registration*	$	5,500
Legal Fees and Expenses		15,000
Accounting Fees*		5,000
Miscellaneous*		200
Total	$	27,500

* Estimated

The Issuer will pay all fees and ~~general solicitation was not made to anyone. EXHIBITS Exhibit Number Description~~expenses associated with this offering with the Selling Shareholders paying none of ~~Exhibit ------ ---------------------- 3.1~~the expenses.

Item 14. Indemnification of Directors and Officers

Our bylaws contain provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language as Title 7 of the WRS. Section 7 of the Company’s Articles of Incorporation and Article IX of our bylaws provides for the Company’s ability to indemnify its officers, directors, employees and agents, subject to the limitations provided in WRS, for expenses actually and reasonably incurred. No indemnification shall be made in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.

The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.

The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the ~~Registrant * 3.2 Bylaws~~Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the ~~Registrant * 5.1 Opinion~~American Arbitration Association.

Item 15. Recent Sales of ~~MATHEAU J. W. STOUT, ESQ. * 10.1 Customer Contract, Glick-Art., dated May 22,~~Unregistered Securities

On October 7, 2019, a new $250,000 Convertible Promissory Note with initial funding of $50,000 was issued to a private investor. The Convertible Promissory Note accrues interest at an annual rate of 10% and is due and payable in full in 60 days. The Convertible Promissory Note is convertible to shares of our common stock at a price of $0.05 per share.

II-1

Item 16. Exhibits

Exhibit Number	Exhibit Description

3.1	Articles of Incorporation⁽¹⁾
3.2	Bylaws⁽¹⁾
3.3	Certificate of Correction of Articles
10.7	Subscription Agreement.
23.1	Consent Opinion of MaloneBailey, LLP
23.2	Consent Opinion of AJ Robbins CPA, LLC
23.3	Consent Opinion of the Law offices of Michael H Hoffman, PA
99.2	Employment Agreement Richard Carey
99.4	Employment Agreement Anthony Anish

_____________

⁽¹⁾ Incorporated by reference to Registration Statement on Form S-1 filed July 20, 2014 * 10.2 Form of subscription agreement * 10.3 Verbal agreement confirmation letter to finance business plan * 10.4 Verbal agreement confirmation letter to finance the registration process * 23.1 Consent of Li and Company, PC. 23.2 Consent of MATHEAU J. W. STOUT, ESQ. (contained in exhibit 5.1) ---------- * Previously filed. II-1 ~~UNDERTAKINGS~~

Item 17. Undertakings

The undersigned ~~Registrant~~ hereby undertakes: ~~(a)~~

(1) Toto file, during any period in which offers or sales ~~of securities~~ are being made, a post-effective amendment to this ~~registration statement~~Registration Statement to: (i) Include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

(i)

include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the information ~~set forth~~ in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

include any additional or changed material information on the plan of distribution.

(2) that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 383(b) (ss.230.383(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for ~~the purpose of~~ determining ~~any~~ liability under the Securities Act, ~~of 1933,~~to treat each ~~such~~ post-effective amendment ~~shall be deemed to be~~as a new registration statement ~~relating to~~of the securities offered, ~~therein,~~ and the offering of ~~such~~the securities at that time ~~shall be deemed~~ to be the initial bona fide ~~offering thereof.~~ offering.

(3) Toto file a post-effective amendment to remove from registration ~~by means of a post-effective amendment~~ any of the securities ~~being registered which~~that remain unsold at the ~~termination~~

end of the offering.

II-2

(4) ~~That,~~that for ~~the purpose of~~ determining liability of the undersigned small business issuer under the Securities Act of 1933 to any purchaser: (i) If the registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 383(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the ~~securities: The~~securities, the undersigned ~~registrant~~small business issuer undertakes that in a primary offering of securities of the undersigned ~~registrant~~small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned ~~registrant~~small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: ~~II-2~~ ~~(i) Any preliminary Prospectus or Prospectus of the undersigned registrant~~

(i)

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser

(5) Each prospectus filed pursuant to Rule ~~383; (ii) Any free writing Prospectus~~424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the ~~offering prepared by or on behalf~~registration statement as of the ~~undersigned registrant~~date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or used or referred to by the undersigned registrant; (iii)The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalfprospectus that is part of the ~~undersigned registrant; and (iv) Any other communication~~registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is ~~an offer~~part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the ~~offering~~registration statement or prospectus that was part of the registration statement or made ~~by the undersigned registrant~~in any such document immediately prior to ~~the purchaser.~~ such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ~~(the "Act")~~ may be permitted to ~~our Directors, Officers~~the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, ~~above,~~ or otherwise, ~~we have~~the registrant has been advised that in the opinion of the ~~SEC~~Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities ~~other~~(other than the payment by usthe registrant of expenses incurred or paid by ~~one of our Directors, Officers,~~a directors, officers or controlling ~~persons~~person of the registrant in the successful defense of any action, suit or ~~proceeding,~~proceeding) is asserted by ~~one of our Directors, Officers,~~such director, officer, or controlling ~~persons~~person in connection with the securities being registered, wethe registrant will, unless in the opinion of ~~our~~ counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and we will be governed by the final adjudication of such issue. ~~II-3~~

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of ~~Valley Cottage, NY~~Westlake Village, California on November 4, 2014. ASTERIKO CORP. By: /s/ Ilia Tomski ---------------------------------------- Name: Ilia Tomski Title: President, Secretary and Director (Principal Executive, Financial and Accounting Officer) In accordance withAugust 14, 2020.

	Star Alliance International Corp.

Date:	August 14, 2020	By: /s/ Richard Carey

		Richard Carey
		Chief Executive Officer


Date:	August 14, 2020	By: /s/ Richard Carey

		Richard Carey
		Chief Accounting Officer (Interim)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement ~~was~~has been signed by the following persons in the capacities ~~and~~indicated, on ~~the dates stated.~~ August 2020.

Signature Title Date --------- ----- ---- /s/ Ilia Tomski President, Secretary and Director November 4, 2014 --------------------------- (Principal
Date:	August 14, 2020	By: /s/ Richard Carey

		Richard Carey
		Chief Executive ~~Financial Ilia Tomski and~~Officer


Date:	August 14, 2020	By: /s/ Richard Carey

		Richard Carey
		Chief Accounting ~~Officer)~~ Officer (Interim)

~~II-4~~ EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 3.1 Articles of Incorporation of the Registrant * 3.2 Bylaws of the Registrant * 5.1 Opinion of MATHEAU J. W. STOUT, ESQ. * 10.1 Customer Contract, Glick-Art., dated May 22, 2014 * 10.2 Form of subscription agreement * 10.3 Verbal agreement confirmation letter to finance business plan * 10.4 Verbal agreement confirmation letter to finance the registration process * 23.1 Consent of Li and Company, PC. 23.2 Consent of MATHEAU J. W. STOUT, ESQ. (contained in exhibit 5.1) ---------- * Previously filed.

II-4