10 Apr 2025listing compliance notice▼ Bad
Star Alliance International Corp. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Aug 2024auditor change▼ BadMajor
On August 15, 2024 Star relieved GreenGrowth CPAs as auditor, less than a year after appointing them, and appointed Bush and Associates CPA for the years ending June 30, 2023 and 2024. The filing says GreenGrowth only reviewed three quarters (Sept 2023, Dec 2023, Mar 2024), never audited a fiscal year, and had no disagreements with Star. It also says no audited statements for those years had been filed, which conflicts with the October 2023 filing stating Gries had reported on fiscal 2023 and 2022. The filing does not explain that conflict. It is the second auditor change in under a year.
17 May 2024material agreement▼ BadMajor
On May 15, 2024 Star signed a line of credit with an unnamed investor for up to $25,000,000 in advances, requestable in amounts up to $25,000 with 15 days' notice. Each note is due in 60 days and secured by all of Star's assets. The first note converts to stock at 75% of the average of the two lowest trading prices over the prior 20 days (4.99% ownership cap), and Star also owes the investor a $500,000 convertible note. Later notes bear no interest unless in default, then 18%. Star may not issue shares below the conversion price for two years, and needs noteholder approval for debt over $100,000. The filing says nothing on how much will actually be advanced; the terms put existing holders at risk of heavy dilution and security over all assets.
6 Dec 2023material agreement▼ BadMajor
On December 4, 2023 (effective December 11) Star signed with the Knightsbridge Group for help reaching Asian investors and for Knightsbridge to create a gold-backed digital coin called STARAU, backed by Star's gold assets. Payment is 48 million common shares (via an S-8 registration) for legal fees, 50,000 Series D preferred shares convertible after twelve months at 500 common each (25,000,000 common shares in total), and 10% of the coins issued. This is substantial dilution for existing holders. The filing describes Star as having 'substantial reserves', a claim not backed by figures in the filing.
31 Oct 2023auditor change▼ BadMajor
Gries & Associates resigned as auditor on October 30, 2023, and Star appointed GreenGrowth CPAs the same day for the year ending June 30, 2024. The filing says Gries's reports on fiscal 2023 and 2022 carried going-concern doubt, there were no disagreements, and management discussed continuing material weaknesses in internal controls with Gries. No reason for the resignation is given.
22 Mar 2023material agreement▼ BadMajor
On March 15, 2023 Star signed an agreement with Keystone Capital Partners letting it sell Keystone up to 75,000,000 new common shares in batches of $20,000 to $75,000 each, at 85% of the average closing price of the prior 5 trading days (minimum $0.01 per share). Keystone also gets 1,000,000 commitment shares at signing, 500,000 on registration and $75,000 of stock once it has invested $500,000. Star must file a resale registration statement within 30 days, and selling cannot begin until it is effective; sales at a discount mean more shares for existing holders to be diluted by. Keystone is capped at 4.99% ownership. This is a new funding source after earlier open questions about financing.
10 Mar 2023material agreement termination● Neutral
Star ended two May 3, 2022 letters of intent, each to buy 51% of a Wyoming company meant to own mines in Nigeria (NSM USA: four lithium mines; NGM USA: three gold mines), by mutual agreement on March 8, 2023. The filing says Star never received documents showing the mining assets were transferred and did not provide the proposed $2 million investment in each; no cost to Star is stated. These Nigerian deals were not mentioned in earlier context.
15 June 2022material agreement● NeutralMajor
The company signed a binding letter of intent on May 26, 2022 with the Mepe Trust to form Magma International, a majority-owned subsidiary (Star to hold 75,000,000 shares) making products from Barotex fiber. Star committed at least $10,000,000 in new funding, including $10,000,000 for the intellectual property, plus new Series D and E preferred shares to Lilo Benzicron and royalties to Mepe. The filing says it plans to raise the money by selling equity, which could substantially dilute existing holders, and a definitive agreement is still to be drafted.
4 Apr 2022material agreement▼ BadMajor
On March 28, 2022 the company took a $400,000 secured convertible note from a private investor at 10% interest, due July 31, 2022 and secured by equipment at its Troy mine. The investor can convert at 50% of the lowest recent closing price, which could dilute shareholders, and Chairman Richard Carey agreed to transfer 4,000,000 of his own shares to the investor. Part of the money is meant to pay off the remaining Troy purchase balance, the rest to start mining operations.
25 Jan 2022material agreement▼ BadMajor
The company corrected its December 2021 report on the Commsa deal: the five Honduran mines are not producing gold yet, and production is expected in the latter part of the first quarter of 2022. This contradicts the earlier claim that the mines were already producing. It confirms the deal became effective January 1, 2022 and the working capital commitment is up to $7,500,000.
27 Dec 2021material agreement● NeutralMajor
The company agreed on December 15, 2021 to buy 51% of Honduran miner Commsa (Rio Jalan gold project) from its sole shareholder Juan Lemus for $1,000,000 cash and 5,000,000 shares, and to provide $7,500,000 of working capital, effective January 1, 2022. The filing says it has no commitments for the financing needed and claimed the mines were already producing gold, a statement later corrected.
5 May 2021auditor change▼ Bad
Auditor AJ Robbins retired and declined to stand for re-appointment on May 5, 2021, and the company engaged Gries & Associates of Denver. The filing states no disagreements, and AJ Robbins' reports on 2019 and 2020 included going-concern doubt.
22 Apr 2021listing compliance notice▼ Bad
Star Alliance International Corp. withdrew a registration statement, abandoning the offering it covered.
4 Nov 2019auditor change▼ Bad
Auditor MaloneBailey resigned effective October 29, 2019, and the company appointed AJ Robbins CPA to audit the year ended June 30, 2019. The filing states no disagreements, but MaloneBailey's earlier report carried going-concern doubt and the company disclosed material weaknesses in its controls.
19 Aug 2019capital raising announcement● NeutralMajor
The company closed an asset purchase from Troy Mining Corporation (78 gold claims near El Portal, California), paying with 1,900,000 new Series B Preferred shares and a $500,000 note, $50,000 of it paid at closing. This is a direct asset purchase rather than the 85% stock deal in the 2018 letter of intent. It funded the first payment with a $50,000 convertible note at 10% interest convertible at $0.05 per share, and the filing says the assets go back to Troy if the note defaults. The preferred shares add to the share count when converted.
1 Nov 2018asset acquisition disposition● NeutralMajor
The company signed a letter of intent with Troy Mining Corporation to buy 85% of Troy for $500,000, paid over time, with the remainder to come by share exchange with 13 minority holders. Troy owns 78 gold claims (about 4,800 acres) in Mariposa County, California, and a processing mill. This follows the June 2018 mention of Troy talks, but it is subject to a definitive agreement and financing the company says it lacks.
17 Aug 2018material agreement● NeutralMajor
The company got a six-month exclusive option to buy the Starving Lion assets (Bridge Mine gold rights, El Chocon magnesite mine rights, and the Genesis extraction process) for $1,000,000 cash plus stock equal to 58% of its fully diluted post-closing shares. This firms up the earlier letter of intent; the filing says it is contingent on raising financing it does not yet have commitments for, and a closing would hand Starving Lion majority ownership.
7 June 2018material agreement● NeutralMajor
Now named Star Alliance International Corp., the company signed a binding letter of intent with Starving Lion, Inc. to acquire a magnesium mine in El Progresso and a gold mine in Livingston, Guatemala, plus a gold extraction process. It also said it aims to bring its SEC filings current within about 30 days and is still negotiating to buy all of Troy Mining International, Inc.
26 Jan 2017auditor change▼ Bad
Asteriko Corp. replaced auditor M&K CPAs with Malone Bailey LLP, effective January 23, 2017. The filing says there was no disagreement, but M&K's reports for fiscal years 2015 and 2016 carried going-concern doubt paragraphs. The company's address had moved to Bangkok, Thailand.
15 July 2015auditor change● Neutral
The company, filed here under the name Asteriko Corp., said its auditor Li & Company resigned effective July 8, 2015 (the filing also gives July 10), and it hired M&K CPAS to audit the year ended June 30, 2015. The filing states there were no disagreements with the old auditor and its report for the year ended June 30, 2014 had no adverse opinion.