Form 8-K - Current report

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): November 27, 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.)

 

2900 West Sahara Avenue, #800 Las Vegas, NV 89102

(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. ☐

 

 

 

 

 

Item 8.01 Other Events.

 

Star Alliance International Corp (“STAL”), on November 22, 2023, signed a Memorandum of Understanding (“MOU”) with IDC Energy, LLC (“IDC”) together the “Parties”. outlining the intention for STAL to acquire the mining claim owned by IDC. The basis of this agreement is as follows:

 

1/. Star has made an offer to purchase the lease and all the rights associated with that lease from IDC for a total price of $12,500,000.

 

2/. STAR will pay $2,500,000 as an initial payment with the balance to be agreed at the time of the finalization of definitive documents.

 

3/. IDC has agreed to assign the lease to STAR upon receipt of the first $2,500,000.

 

4/. STAR has confirmed that it will mine the property using its Genesis gold extraction system.

 

5/. Both parties understand that this MOU is not binding upon either party, at this time, but is the basis for a definitive agreement.

 

6/. During the term of this MOU, IDC agrees to give STAR first right of refusal in the event that any other party makes an offer for the lease, as long as STAR meets the terms offered by the other party.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
10.1		Signed MOU between Star Alliance International Corp. and IDC Energy, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

2

 

 

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/ Anthony L. Anish                        

Anthony L. Anish
Chief Financial Officer

Date: November 27, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

Exhibit 10.1

 

 

MEMORANDUM OF UNDERSTANDING (MOU)

 

BETWEEN:

 

Star Alliance International Corp. (OTC: STAL) (Hereinafter referred to as "STAR") 2900 West Sahara, #800, Las Vegas, NV 89102

 

AND

 

IDC Energy, LLC (“IDC”)

 

 

BACKGROUND:

 

1.

STAL is a publicly listed Gold Mining Company with substantial Gold Reserves and mining technology.

 

2.

IDC is a company that owns the annual renewable lease (mining claim number is NMC 1021477) on a property in Mesquite, Nevada, known as the Lucky Linda Mine.

 

PURPOSE:

 

This Memorandum of Understanding (“MOU”) outlines the mutual intentions of STAR and IDC to agree, in principal, for STAR to acquire IDC’s lease on the Lucky Linda Mine under the following terms and conditions:

 

PURCHASE OF LUCKY LINDA MINE:

 

1/. Star has made an offer to purchase the lease and all the rights associated with that lease from IDC for a total price of $12,500,000.

 

2/. STAR will pay $2,500,000 as an initial payment with the balance to be agreed at the time of the finalization of definitive documents.

 

3/. IDC has agreed to assign the lease to STAR upon receipt of the first $2,500,000.

 

4/. STAR has confirmed that it will mine the property using its Genesis gold extraction system.

 

5/. Both parties understand that this MOU is not binding upon either party, at this time, but is the basis for a definitive agreement.

 

6/. During the term of this MOU, IDC agrees to give STAR first right of refusal in the event that any other party makes an offer for the lease, as long as STAR meets the terms offered by the other party.

 

Governing Law:

 

This MOU will be governed by and construed in accordance with the laws of Nevada.

 

 

 

1

 

 

Termination:

 

This MOU will be in place until December 31, 2023, Either party can terminate this agreement with 15 days notice to the other party.

 

Entire Agreement:

 

This MOU constitutes the entire agreement between STAL and IDC and supersedes all prior agreements and understandings, whether written or oral.

 

This agreement is dated November 21, 2023.

 

Acceptance:

 

For Star Alliance International Corp.

 

/s/ Richard Carey

Richard Carey

Chairman and President

 

For IDC Energy, LLC

 

/s/ Rosalyn Colodny

Ms. Rosalyn Colodny

Manager

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Cover	Nov. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2023
Entity File Number	333-197692
Entity Registrant Name	Star Alliance International Corp.
Entity Central Index Key	0001614556
Entity Tax Identification Number	37-1757067
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2900 West Sahara Avenue
Entity Address, Address Line Two	#800
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	(833)
Local Phone Number	443-7827
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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