S-1/A: Star Alliance International Corp. Files Amendment No. 4 to S-1 Registration Statement for Potential $75,000 Capital Raise

Star Alliance International Corp. has filed an amendment to its S-1 registration statement, potentially paving the way for Keystone Capital Partners to purchase up to 75,000,000 shares of its common stock.

Summary

• Star Alliance International Corp., an exploration-stage company focused on mining properties and environmentally safe technologies, filed Amendment No. 4 to its S-1 registration statement.
• The filing relates to the potential offer and sale of up to 75,000,000 shares of common stock by the selling stockholder, Keystone Capital Partners, LLC.
• The company will not receive any proceeds from the sale of shares by the selling stockholder.
• The company's common stock is traded on the OTC Pink Market under the symbol STAL, with the last reported sale price on April 29, 2024, at $0.0028 per share.
• The company anticipates starting mining operations in the fourth quarter of 2024.
• The company is planning to file a registration statement registering the DGC with the SEC in the third quarter or 2024, following the filing of the company's annual report on form 10-K for the fiscal year ended June 30, 2024.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there are potential opportunities for growth, the company faces significant financial challenges and risks, including a history of losses, a working capital deficit, and dependence on raising additional capital. The expired acquisition agreements and the competitive nature of the mining industry further contribute to a cautious outlook.

Positives

• The company has mining claims consisting of approximately 4,800 acres in Mariposa County, California.
• The company has an existing gravity flow ball mill installed on the project that is complete from an ore introduction conveyor system and both rough and crushed ore bins with a pneumatic air hammer/blaster system, through the separation portion of the mill including water and other solutions storage tanks and circulating system and separation tables.
• The company has two self-contained generators connected to existing electrical distribution panels on site.

Negatives

• The company is an exploration stage company with no proven mineral resources or reserves.
• The company has a history of operating losses and a working capital deficit.
• The company's ability to continue as a going concern is dependent on raising additional funds.
• The company's share purchase agreements for the acquisition of 51% ownership in Commsa and Lion Works have expired.
• The company's common stock trades on the OTC Pink Market, which may limit investor interest and liquidity.

Risks

• The company's success is subject to the substantial risks inherent in the establishment of a new business venture.
• The company may have difficulty raising additional capital, which could deprive it of necessary resources.
• The company's intellectual property rights are critical to its success, and the loss of such rights could materially adversely affect its business.
• The company may be adversely affected by a fluctuation and potential decrease in gold prices.
• Government regulation may adversely affect the company's business and planned operations.
• The company competes with larger, better capitalized competitors in the mining industry.
• Since the company's common stock is traded on the OTC Pink Market, an active, liquid trading market for its common stock may not develop or be sustained.
• Keystone will pay less than the then-prevailing market price for the company's Common Stock.
• FINRA sales practice requirements may limit a stockholder's ability to buy and sell the company's stock.

Future Outlook

The company expects that working capital requirements will continue to be funded through borrowing from related parties and others and from the sale of stock.

Industry Context

The mining industry is highly competitive, and the company faces strong competition from other mining companies with greater financial resources, operational experience, and technical capabilities.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• Without specific details on production costs, extraction rates, and resource estimates, it is difficult to benchmark the company's potential performance against industry peers such as Barrick Gold, Newmont Corporation, or Kinross Gold.
• Furthermore, the document lacks information on comparable projects or results, making it challenging to assess the company's competitive position within the mining sector.

Related Party Transactions

• On July 2, 2020, the Board granted all of the authorized 1,000,000 shares of the Series A preferred stock to the Company's Chairman and President, Richard Carey, in conversion of $68,556 of accrued compensation.
• On March 14, 2023, the Company renewed the initial employment agreements for Mr. Carey and Mr. Anish, entering into New Employment Agreements, commencing from August 1, 2022 (the Effective Date) until July 31, 2025.
• On November 17, 2022, Our Chairman, Mr. Carey sold 4 million of his own shares of common stock in exchange for $42,000 which was loaned to the Company.

Stakeholder Impact

• Existing stockholders face potential dilution from the issuance of new shares.
• The company's ability to execute its business plan and generate revenue will impact its employees and stakeholders.
• The company's compliance with environmental regulations will affect the communities in which it operates.

Next Steps

• The company anticipates starting mining operations in the fourth quarter of 2024.
• The company is planning to file a registration statement registering the DGC with the SEC in the third quarter or 2024, following the filing of the company's annual report on form 10-K for the fiscal year ended June 30, 2024.

Key Dates

Keywords

mining, gold, exploration, Keystone Capital Partners, S-1 registration, OTC Pink Market, STAL, Digital Gold Coin, Genesis extraction system, Commsa, Lion Works