Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 10, 2023

 

Star Alliance International Corp.

(Exact name of small business issuer as specified in its charter)

 

Nevada	333-197692	37-1757067
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

 

5743 Corsa Avenue Suite 218, Westlake Village, CA 91362

(Address of principal executive offices)

 

[phone]

(Issuer’s telephone number)

 

______________________________________________________ (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

SECTION 1 – Registrant’s Business and Operations

 

Item 1.02

Termination of a Material Definitive Agreement

 

On May 3, 2022, Star Alliance International Corp. (“Star”) entered into a binding letter of Intent to acquire 51% of NSM USA, a Wyoming Company formed to own four lithium mines in Nigeria.

 

On May 3, 2022, Star Alliance International Corporation entered into a binding letter of intent to acquire 51% of NGM USA, a Wyoming Company formed to own three gold mines in Nigeria.

 

Star was dealing with the same principals in both these transactions.

 

In both instances, Star agreed to invest $2 million to be used for the equipment purchases and development of the mining operations per budgets to be provided. Star never received any documentation that showed that the mining assets were transferred to NSM and NGM and Star did not provide the proposed funding. As a result, on March 8, 2023, the parties mutually agreed to terminate these two contracts.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1		Letter of Intent NSM
10.2		Letter of Intent NGM
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Star Alliance International Corp.

 

 

/s/ Richard Carey                        

Richard Carey
Chief Executive Officer

Date: March, 10, 2023

 

 

 

 

 

 

 

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