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): August 1316, 2024

Star Alliance International Corp.

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

Nevada	~~001~~333-~~41792~~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)

(833) 443-7827

(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))

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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(g) of the Act: None

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~~Item 54.01 –Changes ~~Corporate~~in ~~Governance~~Registrant’s ~~and~~Certifying ~~Management~~Accountant.

~~Item~~On ~~5.02~~August 15 ~~Resignation~~2024, The Company confirmed that Greengrowth CPA’s were relieved of ~~Director~~their ~~and~~duties ~~Officer~~as the Company’s independent auditors.

OnThe ~~August~~reviews 9,of ~~2024,~~Greengrowth ~~following~~regarding athe ~~consent~~Company’s financial ~~vote~~statements of for the ~~shareholders~~three ofquarters ~~the~~ended ~~Corporation~~September 30, 2023, December 31 2023 and March 31, 2024, were the ~~Board~~only ~~has~~quarters ~~removed~~that were Mrreviewed by Greengrowth CPAs. ~~Franz~~Greebgrowth ~~Allmayer~~has asnot anaudited ~~officer~~any ~~and~~fiscal ~~Director~~years of the Company. MrAs a result, no audited financial statements were filed with the Securities and Exchange Commission (the “SEC”). ~~Allmayer~~Therefore, no statements contained any adverse opinion isor ~~located~~disclaimer inof ~~Austria~~opinion and ~~has~~were not ~~been~~qualified ~~available~~or ~~for~~modified ~~some~~as ~~months~~to ~~due~~uncertainty, toaudit ~~his~~scope ~~other~~or ~~commitments.~~accounting ~~There~~principles, ~~was~~except noto ~~known~~indicate that ~~disagreement~~there ~~with~~was ~~Mr. Allmayer~~substantial ondoubt ~~any~~about ~~matter~~the ~~relating~~Company’s ability to ~~our~~continue ~~operations,~~as ~~policies~~a orgoing ~~practices~~concern.

OnDuring ~~August~~the 9three quarters ended September 30, 2023, ~~2024~~December 31, ~~Mr.~~2023 ~~Weverson~~and ~~Correia~~March ~~resigned~~31, 2024 and through the date of this Form 8-K, the Company ~~his~~had ~~position~~no disagreements (as andefined ~~officer~~in ~~and~~Item ~~Director~~304(a)(1)(iv) of ~~the~~Regulation ~~Corporation.~~S-K ~~Mr.~~and ~~Weverson~~the ~~will~~related ~~continue~~instructions to ~~act~~Item 304 of Regulation S-K) with Greengrowth on ~~behalf~~any matter of ~~the~~accounting ~~Company~~principles or practices, asfinancial ~~needed~~statement disclosure or auditing scope or procedures, onwhich adisagreements, ~~consulting~~if ~~basis.~~not ~~There~~resolved ~~was~~to nothe ~~known~~satisfaction ~~disagreement~~of ~~with~~Greengrowth ~~Mr.~~would ~~Correia~~have oncaused ~~any~~Greengrowth ~~matter~~to ~~relating~~make toreference ~~our~~thereto ~~operations,~~in ~~policies~~connection with orany ~~practices~~report.

In accordance with Item ~~5.02~~304(a)(3) ~~Appointment~~of Regulation S-K, the Company provided Greengrowth with a copy of the disclosures contained in this Form 8-K prior to its filing with the Commission and requested Greengrowth to furnish it with a ~~New~~letter ~~Director~~addressed to the SEC stating whether or not Greengrowth agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated August 16, 2024 is filed as Exhibit 16.1 to this current report on Form 8-K.

The ~~Board~~board of ~~Directors~~directors of the Company, onacting as ~~August~~the 12audit committee, ~~2024~~approved an appointment of Bush and Associates, ~~appointed~~CPA as the Company’s independent registered public accountant ~~Mr.~~firm ~~Anthony~~for ~~Anish~~the asyears ~~CEO~~ending ofJune 30, 2023 and June 30, 2024, and on August 15, 2024, the Company. ~~Mr.~~appointed ~~Anish~~Bush ~~will~~and ~~continue~~Associates CPA (“Bush”), as ~~CFO~~the ~~until~~Company’s aindependent ~~suitable~~registered ~~replacement~~public ~~can~~accountant befirm ~~found~~for tothe ~~take~~year ~~over~~ending ~~that~~June ~~position~~30, 2023 and 2024, effective immediately.

2During the Company’s fiscal years ended June 30, 2022, and through August 15, 2024, neither the Company nor anyone on the Company’s behalf consulted Bush regarding any of the following:

~~SIGNATURES~~(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

~~Pursuant~~(ii) any matter tothat was either the ~~requirements~~subject of ~~the~~a ~~Securities~~disagreement ~~Exchange~~(as ~~Act~~defined in Item 304(a)(1)(iv) of ~~1934,~~ Regulation S-K and the ~~registrant~~related ~~has~~instructions to ~~duly~~Item ~~caused~~304 ~~this~~of ~~report~~Regulation toS-K) beor ~~signed~~a onreportable ~~its~~event ~~behalf~~(as bydefined ~~the~~in ~~undersigned~~Item ~~hereunto~~304(a)(1)(v) ~~duly~~of ~~authorized.~~Regulation S-K)

~~Star~~Item ~~Alliance~~9.01 ~~International~~Financial ~~Corp~~Statements and Exhibits.

~~/s/~~(d) ~~Anthony L. Anish~~ Exhibits:

Anthony L. Anish Corporate Secretary

Exhibit No.		Description
16.1		Letter from Greengrowth CPAs
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Date: August 13, 2024~~2

3SIGNATURES

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: August 16, 2024

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