~~U.S.~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~[x]~~

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February 28, 2010~~

~~[ ]~~

~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

May 31, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_______________~~___________ to ~~_______________~~

___________

Commission File Number

~~Ocean Smart, Inc.~~

~~(Exact name of registrant as specified in its charter)~~

000-52205

~~Nevada~~		~~20-3113571~~ ASTRA ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada

20-3113571

(State or other jurisdiction

incorporation or organization)

(IRS Employer

Identification No.)

~~US Representative Office~~

~~400 Professional Drive,~~

9565 Waples Street, Suite ~~310, Gaithersburg, Maryland 20878~~

200, San Diego, CA 92121

(Address of principal executive ~~offices (zip~~offices) (Zip Code)

1-800-705-2919

(Registrant’s telephone number, including area code))

~~(250) 757-9811~~

~~(Issuer's telephone number)~~

N/A

(Former ~~address)~~

~~Check~~name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		ASRE		N/A

Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X ]~~☒ No ~~[ ]~~

☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(Sec.~~ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes ~~[ ]~~☒ No []

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer.~~filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~large accelerated filer”~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large accelerated filer	☐	Accelerated ~~Filer~~filer		~~Accelerated Filer~~	☐
Non-accelerated filer	☒	Emerging growth company	☐
Smaller reporting company	X ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Securities~~ Exchange ~~Act~~Act). Yes ☐ No ☒

Indicate the number of ~~1934) Yes [ ] No [X]~~

Asshares outstanding of ~~April 19, 2010, there were 26,370,147~~each of the issuer’s classes of common stock, as of the latest practicable date: 45,455,540 common shares issued and outstanding as of Common Stock, par value $0.0001 outstanding, 7,773,998 shares of Series A Preferred Stock, par value is $.001, 207 shares of Series B Preferred Stock, par value is $.001, 747,870 shares of Series C Preferred Stock, par value is $.001 and 304,558 shares of Series D Preferred Stock, par value is $.001.

~~TABLE OF CONTENTS~~

July 12, 2022.

~~PART I - FINANCIAL INFORMATION~~	3


~~Item 1. Financial Statements~~	3

ASTRA ENERGY, INC.

FORM 10-Q

For the Quarterly Period Ended May 31, 2022

INDEX

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASTRA ENERGY INC.

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets ~~at February 28, 2010~~as of May 31, 2022 (unaudited) and August 31, ~~2009~~2021	3	4

~~Unaudited~~ Condensed Consolidated Statements of Operations for the ~~three~~Three and ~~six months~~Nine Months ended ~~February 28, 2010~~May 31, 2022 and ~~2009~~ 2021 (unaudited)	4	5
Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months ended May 31, 2022 and May 31, 2021 (unaudited)		6
~~Unaudited~~ Condensed Consolidated Statements of Cash Flows for the ~~six months~~Nine Months ended ~~February 28, 2010~~May 31, 2022 and ~~2009~~ 2021 (unaudited)	5	8
Notes to the Condensed Consolidated Financial Statements (unaudited)		9


~~Unaudited Notes to Consolidated Financial Statements~~	6 3

Table of Contents

ASTRA ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	May 31, 2022			August 31, 2021
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	15,838		$	94,765
Inventory-Solar panels		181,913			0
Agreement receivable (Note 1)		179,385			0
Total current assets		377,136			94,765
Total Assets	$	377,136		$	94,765

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	151,403		$	94,570
Accrued interest payable		420			0
Accounts payable-related parties		230,800			50,000
Debenture payable (Note 5)		20,000			0
Total current liabilities		402,623			144,570

Total Liabilities		402,623			144,570

Commitments and contingencies		0			0

Stockholders' Deficit:
Series A Preferred stock, par $0.001, 10,000,000 shares authorized; 7,774 and 15,774 shares issued and outstanding, respectively		8			16
Series B Preferred stock, par $0.00001, 207 shares authorized; 207 shares issued and outstanding		0			0
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding		748			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; $14,618,784 liquidation preference; 304,558 shares issued and outstanding		305			305
Series A1 Preferred stock, par $0.001, 1 share authorized; no shares and 1 share issued and outstanding, respectively		0			0
Common stock, $0.001 par value; 100,000,000 shares authorized; 45,455,540 and 42,549,540 shares issued and outstanding, respectively		45,456			42,550
Stock subscriptions receivable (Note 8)		(5,000	)		(100,000	)
Common stock to be issued		0			100,000
Additional paid-in capital		31,481,368			29,795,766
Accumulated deficit		(31,548,372	)		(29,889,190	)
			��
Total Stockholders’ Deficit		(25,487	)		(49,805	)

Total Liabilities and Stockholders’ Deficit	$	377,136		$	94,765

See the accompanying notes to theses unaudited condensed consolidated financial statements.


~~Item 2. Management’s Discussion and Analysis or Plan of Operation~~	9 4

Table of Contents

ASTRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended May 31,						For the Nine Months Ended May 31,
	2021			2022			2022			2021
Revenue	$	0		$	0		$	25,000		$	0

Operating Expenses:
General and administrative		27,527			47,343			98,836			69,134
Business development		103,050			35,000			510,926			37,000
Consulting – related party		15,000			15,000			45,000			40,000
Executive compensation		64,500			57,297			433,500			392,797
Stock compensation - Consulting		0			167,000			595,500			185,750
Total operating expenses		210,077			321,640			1,683,762			724,681

Loss from operations		(210,077	)		(321,640	)		(1,658,762	)		(724,681	)

Other expense:
Interest expense		(210	)		0			(420	)		0
Total other expense		(210	)		0			(420	)		0

Loss before provision for income taxes		(210,287	)		(321,640	)		(1,659,182	)		(724,681	)
Provision for income taxes		0			0			0			0

Net Loss	$	(210,287	)	$	(321,640	)	$	(1,659,182	)	$	(724,681	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.03	)	$	(0.04	)	$	(0.05	)
Weighted average shares outstanding, basic and diluted		45,455,540			13,578,180			44,452,324			13,578,180

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~	14 5

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2021 (Unaudited)

	Series A Preferred				Series A1 Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Stock						Stock Subscription			Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Receivable			Capital		Deficit			Deficit
Balance, August 31, 2020		15,774	$	16		1	$	0		207	$	0		747,870	$	748		304,558	$	305		4,674,540		$	4,675		$	0		$	28,777,141	$	(28,832,541	)	$	(49,656	)
Common stock issued for Services - related party		—		—		—		—		—		—		—		—		—		—		4,800,000			4,800			—			35,200		—			40,000
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		1,200,000			1,200			—			8,800		—			10,000
Common stock issued for cash -related party		—		—		—		—		—		—		—		—		—		—		1,500,000			1,500			—			11,000		—			12,500
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		18,090,000			18,090			(125,000	)		160,410		—			53,500
Net loss		—		—		—		—		—		—		—		—		—		—		—			—			—			—		(97,397	)		(97,397	)
Balance, November 30, 2020		15,774		16		1		0		207		0		747,870		748		304,558		305		30,264,540			30,265			(125,000	)		28,992,551		(28,929,938	)		(31,053	)
Common stock issued for services - related party		—		—		—		—		—		—		—		—		—		—		1,050,000			1,050			—			226,450		—			227,500
Common stock cancelled – related party		—		—		—		—		—		—		—		—		—		—		(3,000,000	)		(3,000	)		—			3,000		—			—
Common stock issued for cash -related party		—		—		—		—		—		—		—		—		—		—		6,000,000			6,000			—			44,000		—			50,000
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		4,320,000			4,320			(25,000	)		40,680		—			20,000
Net loss		—		—		—		—		—		—		—		—		—		—		—			—			—			—		(305,644	)		(305,644	)
Balance, February 28, 2021		15,774		16		1		0		207		0		747,870		748		304,558		305		38,634,540			38,635			(150,000	)		29,306,681		(29,235,582	)		(39,197	)
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		450,000			450			—			166,550		—			167,000
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		1,710,000			1,710			50,000			140,790		—			192,500
Net loss		—		—		—		—		—		—		—		—		—		—		—			—			—			—		(321,640	)		(321,640	)
Balance, May 31, 2021		15,774	$	16		1	$	0		207	$	0		747,870	$	748		304,558	$	305		40,794,540		$	40,795		$	(100,000	)	$	29,614,021	$	(29,557,222	)	$	(1,337	)


~~Item 4T. Controls and Procedures~~	14 6

Table of Contents

ASTRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2022

(Unaudited)

	Series A Preferred						Series A1 Preferred					Series B Preferred				Series C Preferred				Series D Preferred				Common Stock				Common Stock to Be			Stock Subscription			Additional Paid-In		Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issued			Receivable			Capital		Deficit			Deficit
Balance, August 31, 2021		15,774		$	16			1		$	0		207	$	0		747,870	$	748		304,558	$	305		42,549,540	$	42,550	$	100,000		$	(100,000	)	$	29,795,766	$	(29,889,190	)	$	(49,805	)
Common stock issued for services - related party		—			—			—			—		—		—		—		—		—		—		200,000		200		—			—			44,800		—			45,000
Common stock issued for services		—			—			—			—		—		—		—		—		—		—		50,000		50		—			—			25,450		—			25,500
Common stock issued for cash		—			—			—			—		—		—		—		—		—		—		1,281,000		1,281		(80,000	)		87,500			639,219		—			648,000
Net loss		—			—			—			—		—		—		—		—		—		—		—		—		—			—			—		(512,692	)		(512,692	)
Balance, November 30, 2021		15,774			16			1			0		207		0		747,870		748		304,558		305		44,080,540		44,081		20,000			(12,500	)		30,505,235		(30,401,882	)		156,003
Common stock issued for services - related party		—			—			—			—		—		—		—		—		—		—		250,000		250		—			—			194,750		—			195,000
Common stock issued for services		—			—			—			—		—		—		—		—		—		—		700,000		700		—			—			569,300		—			570,000
Common stock issued for inventory		—			—			—			—		—		—		—		—		—		—		150,000		150		—			—			74,850		—			75,000
Common stock issued for cash		—			—			—			—		—		—		—		—		—		—		275,000		275		(20,000	)		(10,000	)		137,225		—			107,500
Preferred shares cancelled		(8,000	)		(8	)		(1	)		—		—		—		—		—		—		—		—		—		—			—			8		—			—
Net loss		—			—			—			—		—		—		—		—		—		—		—		—		—			—			—		(936,203	)		(936,203	)
Balance, February 28, 2022		7,774			8			0			0		207		0		747,870		748		304,558		305		45,455,540		45,456		0			(22,500	)		31,481,368		(31,338,085	)		167,300
Common stock issued for cash		—			—			—			—		—		—		—		—		—		—		—		—		—			17,500			—		—			17,500
Net loss		—			—			—			—		—		—		—		—		—		—		—		—		—			-			—		(210,287	)		(210,287	)
Balance, May 31, 2022		7,774		$	8			0		$	0		207	$	0		747,870	$	748		304,558	$	305		45,455,540	$	45,456	$	0		$	(5,000	)	$	31,481,368	$	(31,548,372	)	$	(25,487	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Nine Months Ended May 31,
	2021			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1,659,182	)	$	(724,681	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related party		240,000			266,550
Stock based compensation		595,500			176,450
Common stock subscribed		0			(100,000	)
Changes in assets and liabilities:
Prepaids		0			(1,226	)
Inventory		(106,913	)		0
Agreement receivable		(179,385	)		0
Accounts payable		56,833			3,667
Accounts payable – related party		180,800			44,251
Accruals - related party		0			(43,489	)
Accrued interest		420			0
Net Cash Used in Operating Activities		(871,927	)		(378,478	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debenture		20,000			0
Common stock issued for cash		773,000			367,500
Common stock issued for cash – related party		0			62,500
Net Cash Provided by Financing Activities		793,000			430,000

Net Change in Cash		(78,927	)		51,522
Cash at Beginning of period		94,765			0
Cash at End of period	$	15,838		$	51,522

Cash paid during the period for:
Interest	$	0		$	0
Income taxes	$	0		$	0

Supplemental disclosure of non-cash investing activity:
Common stock issued for inventory	$	75,000		$	0

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


~~PART II – OTHER INFORMATION~~	158

~~Item 1. Legal Proceedings~~	15 Table of Contents

~~Item 1A. Risk Factors~~	15

~~Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds~~	15

~~Item 3. Defaults Upon Senior Securities~~	16

~~Item 4. (Removed and Reserved)~~	16

~~Item 5. Other Information~~	16

~~Item 6. Exhibits~~	16

~~PART I – FINANCIAL INFORMATION~~

OCEAN SMART, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 2010 and AUGUST 31, 2009

February 28, August 31,
2010 2009
(unaudited)
ASSETS

Current assets:
Cash $ 24,609 $ 12,356
Accounts receivable, net 233,199 233,376
Inventory 732,336 553,311
Other current assets 83,390 52,056

  Total current assets 1,073,534 851,099

Property, plant and equipment, net 3,183,786 3,350,709

Long-term inventory 785,517 1,075,463

Other assets 25,294 9,335

Total assets $ 5,068,131 $ 5,286,606

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short term debt $ 163,238 $ 161,932
Line of credit 77,463 75,194
Current portion of long term debt 327,202 354,318
Accounts payable and accrued liabilities 1,309,877 1,111,503

Total current liabilities 1,877,780 1,702,947

Long term debt, net current portion 621,230 598,306

Total liabilities 2,499,010 2,301,253

COMMITMENTS AND CONTINGENCIES

Stockholders' equity
Series A Preferred  stock, par $0.001, 10,000,000 7,774 7,774
  authorized, 7,773,998 issued and outstanding
  at February 28, 2010 and August 31, 2009, respectively
Series B Preferred  stock, par $0.001, 220 - -
  authorized, 207 issued and outstanding  at
February 28, 2010 and August 31, 2009, respectively
Series C Preferred  stock, par $0.001, 1,000,000 748 748
  authorized, 747,870 issued and outstanding
  at February 28, 2010 and August 31, 2009, respectively
Series D Preferred  stock, par $0.001, 380,000 305 305
  authorized, 304,558 issued and outstanding
  at February 28, 2010 and August 31, 2009, respectively
Common stock, par $0.0001, 100,000,000 authorized, 2,637 2,592
  26,370,147 and 25,920,296  issued and outstanding at
  February 28, 2010 and August 31, 2009, respectively
Additional paid in capital 28,706,521 28,372,640
Accumulated deficit (25,920,695 ) (25,008,570 )
Accumulated other comprehensive income (loss) -
foreign exchange adjustment (228,169 ) (390,136 )

Total stockholders' equity 2,569,121 2,985,353

Total liabilities and stockholders' equity $ 5,068,131 $ 5,286,606

~~See accompanying notes to consolidated financial Statements~~

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 and 2009
(unaudited)

THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY 28, FEBRUARY 28,
2010 2009 2010 2009

Revenue $ 654,942 $ 432,977 $ 1,228,030 $ 1,010,082
Cost of goods sold 661,506 728,919 1,184,978 1,369,238

Gross profit (loss) (6,564 ) (295,942 ) 43,052 (359,156 )

Expenses:
      General and administrative expenses 181,490 337,966 367,702 525,533
      Salaries and benefits 117,178 83,009 226,673 167,934

Total operating expenses (298,668 ) (420,975 ) (594,375 ) (693,467 )

Loss from operations (305,232 ) (716,917 ) (551,323 ) (1,052,623 )

Other income (expense):
      Interest (expense), net (18,134 ) (11,788 ) (36,195 ) (23,028 )
      Other income (expense) 327 - (1,407 ) -

       Total other income (expense), net (17,808 ) (11,788 ) (37,603 ) (23,028 )

Net loss (323,039 ) (728,705 ) (588,925 ) (1,075,651 )

Dividend on preferred stock (323,200 ) (322,395 ) (323,200 ) (322,395 )

Net loss applicable to
      common shareholders (646,239 ) (1,051,100 ) (912,125 ) (1,398,046 )

Foreign currency translation 64,891 (13,220 ) 161,967 (711,299 )

Comprehensive loss $ (581,348 ) $ (1,064,320 ) $ (750,158 ) $ (2,109,345 )

Net loss per Share
      Basic and diluted $ (0.02 ) $ (0.04 ) $ (0.03 ) $ (0.06 )

Weighted average shares outstanding
      Basic and diluted 26,215,198 25,173,250 26,066,933 24,890,581

~~See accompanying notes to consolidated financial Statements~~

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF CASHFLOWS
SIX MONTHS ENDED FEBRUARY 28, 2010 and 2009
(unaudited)

2010 2009

Cash flows from operating activities:

Net loss $ (588,925 ) $ (1,075,651 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 281,308 240,858
Stock option expense 10,726 10,726
Inventory impairment - 75,000

Changes in current assets and liabilities:
Accounts receivable 177 2,060
Prepaid expenses (31,334 ) 22,584
Loan receivable, related party - (62,153 )
Inventory 171,198 282,564
Accounts payable 198,374 (98,049 )

Net cash provided by (used in) operating activities 41,524 (602,061 )

Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 30,685 -
Other assets (15,625 ) (5,473 )
Purchase of property, plant and equipment (20,651 ) (89,268 )

Net cash used in investing activities (5,591 ) (94,741 )

Cash flows from financing activities:

Net proceeds (payments) from line of credit (565 ) (25,978 )
Proceeds from short term debt - 40,813
Payment of short term debt (885 ) (30,713 )

Net cash used in by financing activities (1,450 ) (15,878 )

Foreign currency translation effect (22,230 ) 94,375

Net increase (decrease) in cash 12,253 (618,305 )

Cash, beginning of period 12,356 712,298

Cash, end of period $ 24,609 $ 93,993

Supplemental disclosure of cash flow information

Non cash transactions
Issuance of stock for dividends $ 323,200 $ 322,395
Acqusition of Granscal assets for debt and common stock $ - $ 85,759

~~See accompanying notes to consolidated financial Statements~~

~~OCEAN SMART,~~

ASTRA ENERGY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(unaudited)~~

MAY 31, 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.

A Certificate of Amendment was filed on May 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.

The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector.

On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.

On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split.

On September 21, 2021, the Company established itself in Uganda through the incorporation of a wholly owned subsidiary called Astra Energy Africa - SMC Limited (“Astra Energy Africa”). On November 5, 2021, Astra Energy Africa was issued an Investment License by the Uganda Investment Authority. The term of the license is for a period of 5 years.

On October 12, 2021, the Company incorporated a subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.

On November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note ~~1. Basis~~with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc. (collectively, the "Borrower"). Pursuant to the agreement, the Company has to date advanced $179,385 to assist Regreen in completing equipment testing. All advances made by the Company are at their sole discretion. It is a unilateral option to do so and at any time the Company may choose to discontinue to contribute further. As consideration for supporting the pilot project the Company will receive Exclusivity in the following regions in perpetuity to deploy the technology: Africa, Jamaica, Brazil and Canada. The Company will have priority in terms for equipment supply delivery. To have exclusivity and priority, the Company shall have advanced a minimum of ~~Presentation, Organization~~$500,000 USD towards Borrower’s pilot project in Huntington Beach, California. The maturity date shall be 1 year from the Issue Date (the “Maturity Date”) and ~~Nature of Operations~~

~~Ocean Smart, Inc. (or “Ocean Smart”) a Nevada Corporation,~~ is the ~~parent company~~date upon which the remaining unpaid principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. If ahead of ~~Island Scallops Ltd., a Vancouver Island aquaculture company. Island Scallops was established~~the maturity date the Borrower sells any equipment or generates revenue from its operations related to this technology the Promissory Note will be paid out from first proceeds in ~~1989 and for over 20 years has operated a scallop farming and marine hatchery business. Island Scallops is dedicated to~~advance of the ~~farming, processing and marketing~~Maturity Date. Any amount of ~~high quality, high value marine species (scallops)~~principal or interest on the Promissory Note shall bear interest at the rate of 10% on the outstanding balance (“Interest”).

~~We have evaluated subsequent events through~~ Interest shall commence accruing on the date of the issuance of the Promissory Note. Partial payments or full payments may be made at any time during the term of the Promissory Note by way of direct wire, from a third-party sale of existing inventory or otherwise. Notwithstanding any other provision any unpaid balance shall be paid no later than one year.

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.

On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements ~~were available to be issued.~~

~~Note 2. Going Concern~~

~~Prior to the completion of our initial Preferred Stock Financing, working capital had~~have been primarily financed with various forms of debt. We have suffered operating losses since inception in our efforts to establish and execute our business strategy. As of February 28, 2010, we had a cash balance of approximately $24,600 and an accumulated deficit of approximately $25,900,000 including a net loss of roughly $589,000 for the first six months of our 2010 fiscal year. After the completion of the Series D preferred financing in May 2008, management believed that we had adequate funds to maintain our business operations into our 2010 fiscal year and/or until we become cash flow positive, but we continued to suffer operational losses in our 2010, 2009 and 2008 fiscal years. Until our operations are able to de monstrate and maintain positive cash flows, we may require additional working capital to fund our ongoing operations and execute our business strategy of expanding our operations. In fact, based on our current estimates of future sales and capital costs of expanding our farms in order to increase future crop yields, we will require additional financings to continue expand our operations. Based on these factors, there is substantial doubt about our ability to continue as a going concern.

~~Note 3. Significant Accounting Policies~~

~~Basis of Presentation~~

~~Our unaudited consolidated financial statements are~~ prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America ~~for reporting interim~~(“U.S. GAAP”). The accompanying unaudited condensed consolidated financial ~~information and~~statements reflect all adjustments, consisting of only normal recurring items, which, in the ~~rules and regulations~~opinion of ~~the Securities and Exchange Commission. In management’s opinion, all adjustments~~management, are necessary for a fair ~~presentation~~statement of the ~~financial position and~~ results of operations for the periods ~~presented have been included. All such adjustments~~shown and are not necessarily indicative of ~~a normal recurring nature.~~the results to be expected for the full year ending August 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~audited consolidated~~ financial statements and related notes included in ~~our Annual Report on Form 10-K~~the Company’s financial statements for the year ended August 31, ~~2009. Results~~2021.

Table of Contents

Use of ~~operations for~~Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~six months ended February 28, 2010, are not necessarily indicative~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~operating results for the ful l accounting year or any future period.~~

~~Reclassifications~~

~~Certain amounts in the 2009~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Principles of Consolidation

These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation. To date, there has been no activity in any of the subsidiaries.

Reclassifications

Certain reclassifications have been ~~reclassified~~made to the prior period financial information to conform to the ~~2010~~presentation used in the financial statements ~~presentation.~~

~~Note 4. Short Term Debt~~

~~Included~~for the three and nine months ended May 31, 2022.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in ~~short-term debt, at February 28, 2010~~cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of May 31, 2022 and August 31, ~~2009 are estimated royalties~~2021.

Inventory

Inventory is carried at the lower of ~~US$63,247 and US$60,948 payable to a third party from whom~~cost or net realizable value, with the former sole shareholder of Island Scallops originally acquired the shares of Island Scallops. The 1992 share purchase agreement (for Island Scallops) provided that the third party was to receive 3% of revenues from Island Scallops as earned,cost being determined on a ~~quarterly basis, throughout~~first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. During the ~~period from December 1, 1992~~nine months ended May 31, 2022, the Company acquired solar panels for resale.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to ~~November 30, 2002. The third party holds a first charge (or first lien) over our inventory (including broodstock) in~~employees and non-employees are recorded at the ~~amount of CDN$350,000 in support of its royalty entitlement. The third party has not taken further action to enforce payment~~grant date the fair value of the ~~arrears liability. To date, we~~equity instruments the entity is obligated to issue when the employees and non-employees have ~~accrued~~rendered the ~~entire balance~~requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of ~~US$63,247~~identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a ~~current liability and we plan to pay it with available funds in the near future.~~

~~Note 5. Long Term Debt~~

~~The consolidated financial statements include a Western Diversification Program non-interest bearing loan to Island Scallops~~valuation technique or model that originally required repayment equal to 12% of gross revenues from our scallop sales, payable semi-annually, with no specified due date. The repayment terms have been formally amended several times. Most recently, as of February 28, 2009, we reached an agreementcomplies with the ~~Western Diversification Program~~measurement objective, as described in FASB ASC Topic 718.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to ~~revise the repayment terms~~section 260-10-45 of the ~~remaining balance of $392,154 (representing $141,902 overdue and a balance of $250,252). Beginning February 28, 2009, we began repaying~~FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the overdue amount at rate of $950 (CDN$1,000) per month and were scheduled to continue through December 31, 2009. Commencing January 31, 2010, we began paying $4,751 (CDN$5,000) per month towards the overdue balance. Starting January 31, 2011, our monthly repayment amount will be the greater of 4% of Island Scallops’ gross monthly revenues or $9,503 (CDN$10,000) per month. Under the terms of the modified agreement, the overdue amount will also bear interest at an annual rate of 3%. Starting January 31, 2012, we will begin repaying the balance of $250,252 at the greater of 4% of Island Scallops gross monthly revenues or $9,503 (CDN$10,000) per month. At February 28, 2010 and August 31, 2009, the balance due is $US400,022 and US$388,428, of which US$ 139,905 and US$138,107 is reflected in the current portion of long term debt and the remaining balance of US$260,117 and US$250,321 is reflected as long term debt.

These consolidated financial statements include Island Scallops’ unsecured loan from the National Research Council of Canada Industrial Research Assistance Program which requires quarterly payments commencing March 1, 2003 equal to 3% of gross revenues of Island Scallops until the earlier of full repayment or December 1, 2012. If at December 1, 2012, Island Scallops has not earned sufficient revenues to repay the original loan amount, the remaining portion of the loan is to be forgiven. Amounts currently due at February 28, 2010, bear interest at a rate of 1% per month. At February 28, 2010, Island Scallops is in arrears in respect to the payment of these amounts. The National Council of Canada Industrial Research Assistance Program has requested payment of the $144,303 that they claim is owed under this loan agreement. As such, at February 28, 2010, US$186,818 is included in accounts payable and accrued liabilities and the remaining principal balance of US$187,296 is reflected in the current portion of long term debt. We are seeking to renegotiate the repayment terms with NRC.

~~Note 6. Contingent Liabilities~~

~~Neither we nor our wholly owned subsidiary maintain insurance covering the replacement of our inventory. Consequently, we are exposed to financial losses or failure as a result of this risk.~~

~~Note 7. Stock Option and Warrants~~

~~Stock Options~~

In August 2005, our Board of Directors approved the “Edgewater Foods International 2005 Equity Incentive Plan.” The Board of Directors originally reserved 5,000,000 shares of our common stock to be issued in the form of incentive and/or non-qualified stock options for employees, directors and consultants to Ocean Smart. Per the terms of the plan the aggregateweighted average number of ~~shares available for granting awards has increased to 8,000,000. As of February 28, 2010, our Board of Directors had authorized the issuance of 5,892,000 options to employees.~~

~~During the six months ended February 28, 2010, $10,726 in stock option expenses was recognized. An additional $5,363 will be recognized in the three month period ending May 31, 2010.~~

~~Stock option activity during the six months ended February 28, 2010, was as follows:~~

Number of Shares Weighted Average Exercise Price
Outstanding, August 31, 2009
5,892,000 $ 1.03
    Granted
-- --
    Exercised
-- --
    Forfeited
-- --
    Expired
-- --
Outstanding, February 28, 2010
5,892,000 $ 1.03
Exercisable, February 28, 2010
5,892,000 $ 1.03

At February 28, 2010, 62,000 of the exercisable options expire in August 2010, 3,200,000 of the exercisable options expire in March 2012, 190,000 of exercisable options expire in April of 2012, 2,120,000 of the exercisable options expire in August 2012, 100,000 of the exercisable options expire in September 2014 with the remaining balance of 220,000 having an expiration date of August 2015.

~~Warrant activity during the six months ended February 28, 2010, was as follows:~~

Number of Warrants Weighted Average Exercise Price
Outstanding, August 31, 2009
803,285 $ 1.88
    Granted
-- --
    Exercised
-- --
    Forfeited
-- --
    Returned and exchanged
-- --
    Expired
(20 ) 10,000
Outstanding, February 28, 2010
803,265 $ 1.63
Exercisable, February 28, 2010
803,265 $ 1.63

~~At February 28, 2010, if all options and warrants were exercised and all shares of preferred stock were converted, the company would have 59,088,325~~ shares of common stock outstanding ~~however as shown above, no warrants were exercised~~ during the ~~six months ended February 28, 2010.~~

~~Note 8. Preferred Stock Dividends~~

~~On December 31, 2009, we issued an aggregate~~period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of ~~449,851~~ shares of common stock ~~as dividends, to~~and potentially outstanding shares of common stock during the ~~holders our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, as shown in the table below.~~period. The weighted average number of common shares ~~issued was calculated at a rate of 8% for~~outstanding and potentially outstanding common shares assumes that the Series A and 6% for the Series B and Series C Preferred Stock, per annum (subject to a pro rata adjustment) of the liquidation preference amount payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. As such, the shares were valued at $323,200 and the total aggregate value of the transaction was recorded as a preferred stock divide nd.

~~Preferred Stock Dividends Issued on December 31, 2009~~

Date Preferred Stock Common Shares Issued Dividend Value

12/31/2009

Series A
325,575
$                  233,500
12/31/2009

Series B
86,691
$                    62,600
12/31/2009

Series C
37,585
$                    27,100

~~Item 2~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors. Readers should also carefully review factors set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission.

~~Overview~~

During the first six months of our 2010 fiscal year, we continued the harvesting, processing and sale of our remaining 2005 and 2006 year classes of scallops and began the harvesting, processing and sale of our 2007 scallops. In addition, we continued the transfer of 2008 year-class scallops to larger grow-out nets on our farm sites. We also continued the process of transferring our 2009 scallop class to our farm sites (from onshore nursery ponds). In addition, in February 2010 we began the spawning of our 2010 scallop class. We refer to the year-class of scallops based on when the scallops were spawned.

In addition to scallop sales, we plan on generating additional revenues via the sale of scallop and other shellfish seed (including mussels and oysters). In the future, management may place emphasis on generating additional revenues via equipment sales to other aquaculture businesses.

As was the case in the previous fiscal year, we continue to struggle to achieve positive operational cash flows during the first six months of 2010. Given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future. As a result, management continued to investigate a variety of methods to either increase sales or develop new business lines or joint ventures to improve our margins. As part of this process, we are still searching for strategic acquisitions and/or business opportunities with seafood industry partners or additional strategic investors to enable the company to capitalize on our existing hatchery technology and expertise. Part of this process may involve locating opportunities to increase near-term revenues via the sale of shellfish see d or shellfish larvae produced in our hatchery. Our initial focus is on companies that we believe could significantly benefit from our hatchery technology and expertise and that would add additional revenue and/or have a geographically desirable location. We are evaluating both potential acquisitions and partnerships and/or assets sales or purchases with such companies to reach our goal of capitalizing on our hatchery technology, which hopefully would increase cash flows. We are currently focusing our efforts on Chinese companies. Aside from the November 2008 acquisition of Granscal Sea Farms Ltd.,Company incorporated as of the date of this filing, no new definitive agreements have been signed. Management currently plans to fund any future acquisition via either debt financing or additional equity financings, although we cannot guarantee that such financing will be available when it is required or on terms that we consider to be favorable. Alternatively, m anagement believes that opportunities may exist where we could provide our technology and knowledge to a joint venture that is funded by the other party.

We are also continuing our discussions with various individuals and First Nations groups about possible partnerships or joint ventures. Originally, management believed that we would be able to formalize our first joint venture with a First Nations group as early as the startbeginning of the ~~2010 calendar year. To date, we have yet to finalize a revenue producing First Nations joint venture and management is now unsure if we will be able to formalize a joint venture in near future.~~

During 2009, we completed a sales agreement with Fanny Bay Oyster Co., a division of Taylor Shellfish Farms of Shelton, Washington (an international seafood distributor and the largest shellfish company on the West Coast). The order includes live scallops, fresh scallop meat and frozen scallops that will be packaged and delivered in various scallop products (including live in-the-shell, frozen half-shell and fresh meat). As a result of this order, Fanny Bay has effectively become the exclusive distributor of our scallops outside the European market. This order has reduced costs and encouraged additional wholesalers within the Taylor network to carry our scallops.

During the harvesting of our 2005, 2006 and 2007 scallops classes and the transfer and handling of our 2008 and 2009 scallop classes, we were able to continue to review our mortality rates and update our class size projections. Based on this review and recent sales, we expect to bring the remaining roughly 23,000 of our 2006 year class scallops to reach market in the 2010 calendar year. As of our most recent review of our scallop inventory, we currently believe that our 2007 year class has approximately 2.08 million scallops remaining to be harvested. Although this is significantly lower than initial estimates, it will still represent our largest year class to date.

During 2009, we continued to grow the 2008 scallop class in pearl nets. We originally expected to produce up to 24 million full-size scallops in this year class, but due to survival problems associated with our hatchery spawns and funding limitations, we now expect to produce as few as 1.1 million full-size scallops. Based on our initial review of the hatchery spawn, we believe the mortality problems were the result of large blooms of toxic marine algae at the critical stage prior to metamorphosis of approximately 600 million scallop larvae. These blooms corresponded to high levels of Paralytic Shellfish Poisoning in our ocean farms and although it did not harm any of our juvenile or mature scallops, it is believed that pre-metamorphic larvae are particularly susceptible. Procedures are now in place to prevent the introduction of toxic algae into the hatchery system in the coming years.

During the 2009 spawning season (February and March 2009), a total of roughly 780 million pre metamorphic larvae were produced. As a result of a colder than normal seawater temperatures, onshore nursery growth was delayed in April and May. We transferred more than 7 million 3-5 mm scallop seed into our ocean farms during the summer of 2009. As of February 28, 2010, we estimate that our 2009 scallops class will yield approximately 3.9 million 2009 scallops at full maturity/harvest.

As a result of a review of our business plan and sales and marketing efforts to date, we currently plan to harvest and sell approximately 2.3 million full-size scallops over the 12 months ending August 31, 2010. Given our lower than expected revenues and negative cash flows during 2009 and the first six months of 2010, the size of our 2009 and 2010 year classes will (in many ways) continue to be determined by our ability to generate positive cash flows and/or our ability to locate additional financing and/or joint venture partners. As a result of our lower than expected sales and yields, we are still evaluating the cash available for farming and infrastructure costs related to transferring the remaining portion of the 2009 scallop class and to expanding our future yields. In addition, we are evaluating the capital available to spawn, grow onshore and transfer our 2010 scallop class. At the time of this filing, management has yet to determine the estimated size of our 2010 scallop class.

Based on our review of current sales and marketing conditions, we believe that in the best case scenarios our scallops will yield as much as USD$1.00 of revenue per scallop; in 2009 our yield was approximately US$1.05 per scallop. The yield per scallop may increase if we are able to sell a greater percentage of live scallops. We are beginning to place a greater emphasis on scallop seed sales and it is possible, although we cannot make any assurances, that we will be able to produce and/or sell a significantly larger amount of scallop seed in the near future. Based on the disclosure set forth above, our current estimated inventory size and projected sales cycle is summarized in the following table as of February 28, 2010.

Estimated Inventory (value) to be Sold
Year-class Accumulated Cost to Date next 12 months next 24 months beyond 24 months
2006              $               53,503 $             53,503 $                      - $                      -
2007             645,042            645,042 - -
2008             337,911             33,791             304,120 -
2009             392,598 - -             392,598
2010              88,799 - -             88,799

Totals $         1,517,853 $          732,336 $           304,120 $           481,397

Please note that the above table represents estimates of inventory to be sold over the next 12 months, 24 months and beyond. It is possible that actual results could differ significantly from our estimates.

We periodically evaluate the carrying value of our inventory for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Management uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. As of February 28, 2010, management performed an undiscounted cash flow analysis to determine that there was no impairment in the carrying value our scallop inventory. There can be no assurances, however, that market conditions will not change or demand for our products will continue or allow us to realize the value of our long-lived assets and prevent future impairment.

If our mortality rates are better than our current projections, our yield and revenues from the 2007 and 2008 scallop class could be higher; conversely, if our mortality rates are worse than we anticipate our revenues for this period could be lower than we anticipate. In addition, changes in the anticipated growth rates, projected harvesting cycles and large fluctuations in the price of scallops or the US-Canadian exchange rate could impact our current projections. Furthermore, if we cannot achieve our estimated product mixture (live/fresh/frozen) than our average sales price per scallop will be lower. Alternatively, if we are able to sell a large percentage of high yield products (live or frozen on the half shells) than our average price per scallop will be higher. Given our failure to achie ve positive cash flows in 2009 and the first six months of 2010, the size of our future crops could be smaller than originally projected. If so, our future revenues and yields could be adversely impacted.

Despite our efforts to improve our cost of goods relative to our selling price, we are still operating at a low or negative margin. Although we conducted a top-down operations review and originally believed that we had indentified certain operational inefficiencies that contributed to this low or negative operating margin, we have yet to successfully reduce our cost of goods and achieve positive cash flow. Management is hopeful that we could achieve positive cash flow at some point in future. However, given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future.

Based on our current estimates of near-term sales, capital costs of expanding our farms to increase future crop yields and capital requirement for near-term operations, we will require additional financings to continue our expansion. As we have yet to raise additional capital and our sales have increased at a slower than expected pace, we have scaled back some of our expansion plans and will likely have to further scale back the plans outlined herein and reduce the size of future scallop classes. We now plan to try and align our future expansions with our ability to generate positive cash flows from our current scallop crops and/or our ability to locate additional financing. As a result of our failure to achieve positive cash flows in 2009, we will require additional capital to complete our expansion pl ans. Additionally, management intends to place a greater emphasis on increasing scallop and other shellfish seed sales in 2010 to generate additional cash that could be used in operations. If we are unable to generate more cash from sales and/or financings, we may need to further modify our business plans.

~~Comparison of results for the three months and six months ended February 28, 2010 and 2009.~~

~~Revenues.~~ Revenues for the three months ended February 28, 2010, were approximately $655,000. We had revenues of approximately $433,000 for the three months ended February 28, 2009. This is an increase of approximately $222,000 or 51%. Revenues for the six months ended February 28, 2010, were approximately $1,228,000. We had revenues of approximately $1,010,000 for the six months ended February 28, 2009. This is an increase of approximately $218,000 or 22%. Revenue generated by scallop sales increased almost 63% (in terms of Canadian dollars). In the first six months of our 2010 fiscal year, scallop sales represented almost 88% of our overall sales as compared to 62% in the previous fiscal y ear. Although our overall volume of scallops sales increased over the previous fiscal year, our average price per scallop remained relatively unchanged due to the agreement with Fanny Bay. During the six months ended February 28, 2009, management placed a greater emphasis on equipment sales to other aquaculture companies and shellfish seed sales. Revenue from non-scallop sales represented almost 38% of revenue in 2009 as compared to roughly 12% in 2010.

~~Gross profit (loss).~~ Gross loss for the three months ended February 28, 2010 was approximately $7,000, a decrease of approximately $289,000 as compared to gross loss of roughly $296,000 for the three months ended February 28, 2009. Gross profit for the six months ended February 28, 2010 was approximately $43,000, an increase of approximately $402,000 as compared to gross loss of roughly $359,000 for the six months ended February 28, 2009. We believe that we are beginning to capitalize on management’s continued focus on both the expansion and development of larger scallop crops and larger scallop yields for future years, as well as our sales and marketing agreement with Fanny Bay. Additionally, management is continuing to attempt t o address issues that resulted in higher cost of inventory and seed costs. Management believes that in the future our sales may continue to increase while costs of goods sold will only increase slightly. As a result, we are hopeful that our margins will improve in future years. Despite our continuing losses over the previous fiscal years, we are attempting to continue to focus resources on maintaining, developing and tending to our scallop crops and shellfish seed. We believe that we have already seen the initial benefits in increased sales of our own scallops and if we are able to locate adequate working capital, than we can continue to see additional benefits from our efforts in developing larger crops and expanding our seed sales in the 2010 fiscal year and beyond. If we are unable to locate adequate working capital and/or generate positive cash flow that can be used for overall business development, we may not be able to capitalize on recent developments and gr oss losses could further increase in future periods. Additionally, given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future.

~~Operating expenses.~~ ~~Operating expenses for the three months ended February 28, 2010, were approximately $299,000. Our operating expenses were approximately $421,000 for the three months ended February 28, 2009.~~presented. For the ~~six months~~period ended February 28, 2010, operating expenses were roughly $594,000 as compared to $693,000 for six months ended February 28, 2009. Management expects that general and administrative expenses (excluding stock options expense) may slightly rise as we continue to expand our operations. However, if adequate working capital is available, we believe that we now haveMay 31, 2022, the ~~necessary general and administrative staff in place to maintain an expansion into scallop crops to more than 20 million.~~

~~Other income (expense), net.~~ Interest expense for the three months ended February 28, 2010, was approximately $18,000. Interest expense for the three months ended February 28, 2009, was approximately $12,000. Other income for the three months ended February 28, 2010, was roughly $300 as opposed to other expense of nil for the three months ended February 28, 2009.

Interest expense for the six months ended February 28, 2010, was approximately $36,000. Interest expense for the six months ended February 28, 2009, was approximately $23,000. Other expense for the six months ended February 28, 2010, was roughly $1,400 as opposed to other expense of nil for the six months ended February 28, 2009.

~~Net loss.~~ As a result of the above, the net loss for three months ended February 28, 2010, was approximately $323,000 as compared to a net loss of approximately $729,000 for the three months ended February 28, 2009. Net loss for the six months ended February 28, 2010 was roughly $589,000 as compared to a net loss of approximately $1,076,000 for the same period of the previous fiscal year.

~~Liquidity and Cash Resources.~~ ~~At February 28, 2010, we had a cash balance of approximately $24,600. Prior to the completion of our initial~~Company has 10,667 potentially dilutive shares from Series A preferred stock ~~financing, working capital had been primarily financed with various forms of debt. We have suffered operating losses since inception in our efforts to establish~~ and ~~execute our business strategy. After the completion of~~380,698 potentially dilutive shares from the Series D preferred ~~financing~~stock. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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NOTE 3 – GOING CONCERN

As reflected in the unaudited financial statements, the Company has an accumulated deficit of $31,548,372 as of May 2008, management believed that we had adequate funds to maintain our business operations into our 2010 fiscal year and/or until we become cash flow positive, but we continued to suffer operational losses in our 200931, 2022, and 2008 fiscal years. Until our operations are able to demonstrate and maintain positive cash flows, w e will require additional working capital to fund our ongoing operations and execute our business strategy of expanding our operations. As we have yet tominimal revenue. These factors raise additional capital and our sales have increased at a slower than expected pace, we have scaled back some of our expansion plans and will likely have to further scale back the plans outlined herein. We now plan to try and align our future expansions with our ability to generate positive cash flows from our current scallop crops and/or our ability to locate additional financing. As a result of our failure to achieve positive cash flows in 2009, we will require additional capital to complete our expansion plans. If we are unable to generate more cash from sales and/or financings, we may need to further modify our business plans. Based on these factors, there is substantial doubt about ~~our~~its ability to continue as a going concern. ~~Management plans~~The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to ~~address~~the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company is planning to secure its financial capital in various ways. It will finance its operations initially through shareholder loans from the principals and through private placement investment offerings. The Company may decide to finance its project development stage by way of an equity offering by issuing shares or by engaging venture capital firms that invest in early-stage companies. Venture capital firms may do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees.

The company will also look to develop a relationship with a bank or a number of banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds.

If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital.

Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects.

NOTE 4 – RELATED PARTY TRANSACTIONS

On November 15, 2021, the Company entered into a services agreement with a director of a wholly-owned subsidiary, whereby the Company agreed to issue 50,000 common shares upon execution of the Agreement. The shares were valued at $0.75 for total non-cash compensation of $37,500.

During the nine months ended May 31, 2022, the Company issued 150,000 shares at a value of $7,500 to the Corporate Communications Officer pursuant to a services agreement dated January 1, 2021. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 250,000 shares at a value of $195,000 to the Chief Operating Officer pursuant to a services agreement dated February 1, 2021. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company accrued $45,000 in fees to the President. The Company owes $57,500 to the President at May 31, 2022.

During the nine months ended May 31, 2022, the Company paid $90,000 in fees to the Chief Operating Officer.

During the nine months ended May 31, 2022, the Company paid $18,000 in fees to the Chief Financial Officer.

During the nine months ended May 31, 2022, the Company paid $18,000 in fees to the Corporate Secretary.

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During the nine months ended May 31, 2022, the President loaned $8,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand.

During the nine months ended May 31, 2022, the Chief Operating Officer loaned $155,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand.

NOTE 5 – CONVERTIBLE DEBENTURE

On January 11, 2022, the Company entered into a Convertible Debenture, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Debenture can be converted any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture.

NOTE 6 – PREFERRED STOCK

Series A Convertible Preferred

The Series A Convertible Preferred have a conversion rate of $0.75 per share and voting rights on an as converted basis. The holders of record of shares of Series A Preferred Stock are entitled to receive, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, dividends at the rate of 8% per annum in shares of our common stock. On January 19, 2022, 8,000 shares of Series A Preferred Stock were cancelled. The shares were cancelled at the direction of the holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding.

Series A1 Preferred

On April 24, 2020, the Company created and filed a Certificate of Designation for one share of Series A1 Preferred Stock, par value $0.0001. On January 21, 2022 the board of directors of the Company changed the designation of Series A1 by eliminating its conversion and voting rights. On January 13, 2022, the Company and the sole shareholder of the Series A1 Preferred share entered into a share cancellation agreement, whereby, the sole shareholder of the Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding.

Series B Preferred

The Company has authorized 100,000 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series B shares are not entitled to dividends or liquidation preferences and have no voting rights.

Series C Preferred

The Company has authorized 1,000,000 shares of Series C Preferred Stock. Each share of Series C is convertible into one fully paid and nonassessable share of our common stock at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted.

Series D Preferred

The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that may affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares may, at the holder’s option, elect to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of (i) the stated value ($40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price, which initially is $0.80 per share, subject to certain adjustments.

In the event of our liquidation, dissolution or winding up, the holders shall be entitled to receive, out of the assets of the Company available for distribution, an amount equal to the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock.

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NOTE 7 – COMMON STOCK

The Company affected a forward stock split of 3 for 1 on September 15, 2021, which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these financial statements have been retroactively adjusted to reflect the forward split.

During the nine months ended May 31, 2022, the Company sold 1,556,000 Units of its common stock at $0.50, for total cash proceeds of $755,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

During the nine months ended May 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services for total non-cash compensation of $25,500. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 200,000 common shares at a price of $0.90 per share in exchange for services for total non-cash compensation of $180,000. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 500,000 common shares at a price of $0.78 per share in exchange for services for total non-cash compensation of $390,000. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 150,000 common shares at a price of $0.50 per share in exchange for inventory. The shares were valued based on the price at which the Company was completing private placements and upon mutual agreement by the Company and the creditor.

Refer to Note 4 for related party transactions.

NOTE 8 – STOCK SUBSCRIPTIONS RECEIVABLE

During the nine months ended May 31, 2022, the Company issued 10,000 common shares pursuant to a Share Subscription Agreement in exchange for $5,000. The shares are included in the total number of shares issued and outstanding at May 31, 2022.

NOTE 9 – WARRANTS

During the nine months ended May 31, 2022, the Company sold 1,281,000 Units of its common stock at $0.50, for total cash proceeds of $640,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

The aggregate fair value of the 1,281,000 warrants, totaled $992,775 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 0.52% risk free rate, 761% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days.

During the nine months ended May 31, 2022, the Company sold 275,000 Units of its common stock at $0.50, for total cash proceeds of $137,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

The aggregate fair value of the 275,000 warrants, totaled $214,500 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 1.44% risk free rate, 761% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding, August 31, 2021		-	$	0		-
Granted		1,281,000	$	1.00		2.00
Granted		275,000	$	1.00		2.00
Outstanding, May 31, 2022		1,556,000	$	1.00		1.54

NOTE 10 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The information set forth in this ~~situation by utilizing our ne w sales agreements, improved processing plant, recent harvesting and sorting experience and increasing scallop and shellfish seed sales to increase~~section contains certain “forward-looking statements,” including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends,” or “expects.” These forward-looking statements relate to ~~try~~our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock. As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Astra Energy, Inc. and our subsidiaries, Astra Energy Africa - SMC Limited, Astra Energy Services Limited, Astra Energy California, Inc. and Astra Energy Tanzania Limited, unless otherwise indicated.

Corporate Overview

The Company was incorporated in the State of Nevada on June 12, 2000, under the name “Fresh Air.com Inc.” In February 2003, the Company changed its name to “Heritage Management, Inc.” On March 2, 2009, the issuer’s name was changed to “Edgewater Foods International, Inc.” On February 27, 2018, the name was changed to “Ocean Smart Inc.” On April 24, 2020, the Company was reinstated in the State of Nevada the name of the Company was changed to “Artic Motion, Inc.” Effective, May 22, 2020, the Company changed its name to Astra Energy Inc. The Company is currently in good standing in Nevada.

On August 24, 2020, the Company effected a reverse stock split of its authorized shares of common stock on a 1:50 basis.

On September 15, 2021, the Company effected a 3 for 1 forward stock split.

On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited (“Astra Energy Africa”).

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.

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Business Operations

Astra Energy is an emerging company within the electricity generation and transmission sector with a focus on energy production from solar, waste conversion and clean burning fuels. The Company strives to advance clean energy initiatives globally while delivering measurable benefits to communities and value to our investors by investing in and developing renewable and clean energy projects in markets where demand is high and supply is limited.

We are cultivating a portfolio of intellectual property and global licenses for innovative renewable energy technology and generating projects to deploy that technology.

The Company’s corporate strategy is rooted in securing technologies and assets, identifying viable market opportunities and bringing together resources, expertise, technology and defined action plans to execute projects that benefit the planet, communities, local economies and investors.

Astra Energy identifies and develops clean energy and renewable energy projects in underserved markets around the world. The Company focuses on end-to-end development, including:

	·	Identifying, acquiring, and developing physical land assets in strategic locations and markets
	·	Relationship building with local governments and community stakeholders
	·	Procuring contractors and professionals to design, develop, and construct the project
	·	Capitalizing the project through financing and incentives such as carbon credits
	·	Power grid interconnection
	·	Power marketing
	·	Ongoing operations
	·	Project refinancing and sale
	·	Project financing and sale

On January 12, 2022, we entered into an agreement with Green Hygienics Holdings Inc. to supply and install a 110kWh solar powered electricity generating system in Southern California. The project is scheduled for completion in 2022.

We are currently completing a feasibility study for the supply and installation of a 40 MW solar farm with battery storage on the island of Zanzibar, Tanzania. The plan is to secure a power purchase agreement to feed the power into the grid network. The Company has initiated negotiations with the government of Zanzibar to provide the required power.

We are advancing a waste to energy project on the island of Zanzibar to convert 15 tons of municipal solid waste per hour into 10MW/hour of electric power. The project will enable the island to dispose of all of its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators methane, which is a major greenhouse gas that is responsible for global warming.

We are currently in negotiations with Regreen Technologies to license its innovative Waste-to-Energy system for application in markets around the world and to acquire a 1 Ton per hour processing system and a 15 Ton per hour processing system. The Regreen Total Waste System converts municipal solid waste, food waste and plant waste raw material into biomass pellets which are then converted to various fuels and end products.

On November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc. Pursuant to the agreement, Astra has to date advanced $150,000 to assist Regreen in completing equipment testing. All advances made by the Company are at their sole discretion. It is a unilateral option to do so and at any time the Company may choose to discontinue to contribute further. As Consideration for supporting the pilot project the Company will receive Exclusivity in the following regions in perpetuity to deploy the technology, Africa, Jamaica, Brazil and Canada. The Company will have priority in terms for equipment supply delivery. To have exclusivity and priority, the Company shall have advanced a minimum of $500,000 USD towards Borrower’s pilot project in Huntington Beach, California. The maturity date shall be 1 year from the Issue Date (the “Maturity Date”) and is the date upon which the remaining unpaid principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. If ahead of the maturity date the Borrower sells any equipment or generates revenue from its operations related to this technology the Promissory Note will be paid out from first proceeds in advance of the Maturity Date. Any amount of principal or interest on the Promissory Note shall bear interest at the rate of 10% on the outstanding balance (“Interest”). Interest shall commence accruing on the date of the issuance of the Promissory Note. Partial payments or full payments may be made at any time during the term of the Promissory Note by way of direct wire, from a third-party sale of existing inventory or otherwise. Notwithstanding any other provision any unpaid balance shall be paid no later than one year.

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Astra Energy in concert with the government of Tanzania is advancing a 350MW Combined Cycle Gas Power Plant project. The government of Tanzania provided a positive response to the expression of interest, and they have requested a technical proposal. Astra is applying for Advocacy support for this project from the US Mission in Tanzania.

The Company is currently in negotiations to acquire an existing 350MW Combined Cycle Gas Power Plant located in Spain (the “Plant”). The Company has engaged an engineering firm to complete a feasibility study for the relocation and installation of the Plant in Tanzania.

Astra is in the process of securing a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once the agreement is executed, we will begin ~~achieving cash flow positive operations. In addition, Management believes that opportunities exist~~the process of relocating the Plant to Tanzania. As the Plant is installed, the Company will finalize power purchase agreements and distribution agreements.

Results of Operations

Three Months Ended May 31, 2022 Compared to the Three Months Ended May 31, 2021

Revenues

We had no revenue for the three months ended May 31, 2022 and 2021.

Operating Expenses

General and Administrative

For the three months ended May 31, 2022, we had $27,737 of general and administrative (“G&A”) expense compared to $47,343 of G&A expense for the three months ended May 31, 2021, a decrease of $19,606 or 41.4%. The decrease in the current period is due primarily to a reduction in shares issued to consultants.

Business Development

For the three months ended May 31, 2022, we had $103,050 of expense for business development, compared to $35,000 for the three months ended May 31, 2021, an increase of $68,050, or 194.4%. Our business development expense has increased in the current period primarily due to an increase in travel, legal and consulting fee expenditures related to our business operations in Uganda and California.

Consulting – related party

For the three months ended May 31, 2022, we had $15,000 of related party consulting expense compared to $15,000 for the three months ended May 31, 2021.

Executive compensation

For the three months ended May 31, 2022, we had $64,500 of executive compensation expense compared to $57,297 for the three months ended May 31, 2021, an increase of $7,203, or 12.6%.

Net Loss

We incurred a net loss of $210,287 for the three months ended May 31, 2022, compared to $321,640 for three months ended May 31, 2021. Our net loss decreased $111,353 in the current period due to the reasons discussed above.

Nine Months Ended May 31, 2022 Compared to the Nine Months Ended May 31, 2021

Revenues

We realized $25,000 in revenue for the nine months ended May 31, 2022 ($nil for 2021) from a non-refundable deposit on a contract to supply and install a 110 KW solar powered electricity generating system in southern California.

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Operating Expenses

General and Administrative

For the nine months ended May 31, 2022, we had $98,836 of G&A expense compared to $69,134 of G&A expense for the nine months ended May 31, 2021, an increase of $29,702 or 43.3%. We realized an increase in our G&A expense in the current period mainly due increases over the prior period of our legal, audit and transfer agent fees.

Business Development

For the nine months ended May 31, 2022, we had $510,926 of expense for business development, compared to $37,000 for the nine months ended May 31, 2021, an increase of $473,926. Our business development expense has increased in the current period primarily due to expenditures related to our business operations in Uganda.

Consulting – related party

For the nine months ended May 31, 2022, we had $45,000 of related party consulting expense compared to $40,000 for the nine months ended May 31, 2021, an increase of $5,000, or 12.5%.

Executive compensation

For the nine months ended May 31, 2022, we had $433,500 of executive compensation expense compared to $392,797 for the nine months ended May 31, 2021, an increase of $40,703, or 10.4%. During the current period we issued common stock to executives for total non-cash stock compensation expense of $240,000 compared to $267,500 of stock compensation expense in the prior period. Not considering stock compensation we had a $68,203 increase as a result of hiring additional executive staff.

Interest Expense

We incurred $210 of interest expense in the current period from the issuance a convertible debenture.

Net Loss

We incurred a net loss of $1,659,182 for the nine months ended May 31, 2022, compared to $724,681 for nine months ended May 31, 2021. Our net loss increased $934,501 in the current period due to the reasons discussed above.

Liquidity and Capital Resources

Currently, we have limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business. Additional capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results.

For the nine months ended May 31, 2022, we primarily funded our business operations with other aquaculture companies, equipment vendors and/or seafood distributors that could result in possible partnerships, joint ventures, financings and/or acquisitions that could result in significantly improved cash flows or additional working capital. Part of this process may involve locating opportunities to increase near-term revenues via$773,000 net proceeds from the sale of ~~shellfish seed~~common shares and $20,000 net proceeds from the issuance of a convertible debenture. As of May 31, 2022, we had a working capital deficit of $25,487.

On October 15, 2021, the Company engaged Trimark Capital Partners, a Grand Cayman company, to provide agent services for the sale and issuance of up to $500 million in a series of bonds. Any proceeds will be used to acquire real estate assets and advance the Company’s business development plans.

Cash Flow Activity

For the nine months ended May 31, 2022, $871,927 was used by operations, compared to $378,478 used by operations in the prior period.

For the nine months ended May 31, 2022, we received $20,000 from the issuance of a convertible debenture and $773,000 from the sale of common stock units.

With our current cash balance will be unable to sustain operations for the next twelve months. We need to raise additional funds by issuing new debt or ~~shellfish larvae produced in~~equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our hatchery. Our initial focus is on companies that we believe could significantly benefit from our hatchery technology and expertise and that would add additional revenue and/or have a geographically desirable location.business plan. We are ~~evaluating both potential acquisitions~~a development stage company and ~~partnerships and/~~have generated limited revenue to date. The future of our Company is dependent upon its ability to obtain financing and upon future profitable operations.

We estimate that our operating expenses over the next 12 months will be approximately $600,000. This estimate may change significantly depending on the ability to raise capital from shareholders or ~~asset s~~other sources.

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We anticipate continuing to rely on equity sales ~~or purchases with such companies~~and grants of our common stock in order to ~~reach~~fund our ~~goal~~business operations. Issuances of ~~capitalizing on~~additional shares will result in dilution to our ~~hatchery technology in order~~existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to ~~increase cash flows, but as~~fund our planned business activities. We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Critical Accounting Policies

Refer to Note 2 of the date of this Report, have not entered into any formal agreements or conducted any formal negotiations with any such companies. To date, we have been unable to achieve and maintain positive cash flows over any 12 month period or locate additional financings in the first six monthsFinancial Statements for a summary of our ~~2010 fiscal year.~~

~~ITEM~~significant accounting policies.

Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not applicable~~

~~ITEM 4T. CONTROLS AND PROCEDURES~~

~~Disclosure~~Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ~~provide reasonable assurance~~ensure that ~~material~~ information required to be disclosed ~~by us~~ in ~~the~~our reports ~~we file or submit~~filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~Securities and Exchange Commission’s rules and forms, and that ~~the~~such information is accumulated and communicated to our management, including our ~~Chief Executive Officer~~president and ~~Acting Chief Accounting Officer, as appropriate~~chief financial officer to allow for timely decisions regarding required disclosure. ~~We performed~~

As of May 31, 2022, we carried out an evaluation, under the supervision and with the participation of our ~~management, including our Chief Executive Officer~~president and ~~Acting Chief Accounting Officer,~~chief financial officer of the effectiveness of the design and operation of our disclosure controls and ~~procedures as of the end of the per iod covered by this report.~~procedures. Based on ~~their evaluation,~~the foregoing, our ~~management, including our Chief Executive Officer~~president and ~~Acting Chief Accounting Officer,~~chief financial officer concluded that our disclosure controls and procedures ~~are~~were not effective in ~~giving us~~providing reasonable assurance ~~that the information we are required to disclose~~ in the ~~reports we file or submit under~~reliability of our corporate reporting as of the ~~Exchange Act is recorded, processed, summarized and reported, within~~end of the ~~time periods specified~~period covered by this quarterly report due to certain deficiencies that existed in the ~~Commission's rules~~design or operation of our internal controls over financial reporting and ~~forms and to ensure~~ that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits mustmay be considered ~~relative~~ to ~~their costs. Because~~be material weaknesses. The material weaknesses included weaknesses in procedures for control evaluation, a lack of ~~the inherent limitations in all disclosure controls~~an audit committee, insufficient documentation of review procedures, and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likel ihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

insufficient information technology procedures.

Changes in Internal Control Over Financial Reporting

In our Management’s Report on Internal Control Over Financial Reporting included in the Company’s Form 10-K for the year ended August 31, 2009, management concluded that our internal control over financial reporting was effective as of August 31, 2009.

Management did however identify a significant deficiency; a significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. Currently we do not have sufficient in-house expertise in US GAAP reporting. Instead, we rely very much on the expertise and knowledge of external financial advisors in US GAAP conversion. External financial advisors have helped prepare and review the consolidated financial statements. Although we have not identified any material errors with our financial reporting or any material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesse s existing. To remediate this situation, we are seeking to recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness and completeness in US GAAP financial reporting. In addition, we do not believe we have sufficient documentation with our existing financial processes, risk assessment and internal controls. We plan to work closely with external financial advisors to document the existing financial processes, risk assessment and internal controls systematically.

~~We believe that the remediation measures we are taking, if effectively implemented and maintained, will remediate the significant deficiency discussed above.~~

~~Except as described above, there~~

There have been no changes in our internal controls over financial reporting that occurred during ~~our last fiscal~~the quarter ~~to which this Quarterly Report on Form 10-Q relates~~ended May 31, 2022, that have materially ~~affected,~~ or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

~~ITEM~~

Item 1. Legal Proceedings

~~None.~~

We know of no material existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

~~Not applicable to~~

We are a smaller reporting ~~companies.~~

~~ITEM~~company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(a) Unregistered Sales~~

During the nine months ended May 31, 2022, the Company sold 1,556,000 Units of ~~Equity Securities~~

~~On December 31, 2009, we issued 325,575 shares~~its common stock at $0.50, for total cash proceeds of $778,000. Each Unit consists of one common share and one warrant to purchase one additional share of common ~~stock to~~stock. Proceeds have been used for operating costs as needed.

During the ~~investors of our April 12,~~nine months ended May ~~30, June 30 and July 11, 2006 financings as payment of~~31, 2022, the ~~semi-annual dividend~~Company issued 150,000 common shares at $0.05 per ~~the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock.~~share in exchange for services. The ~~number of~~ shares ~~issued was~~were valued based on the ~~dividend payment~~closing stock price on the date of the services agreement.

During the nine months ended May 31, 2022, the Company issued 250,000 common shares at a ~~rate~~price of 8%$0.78 per ~~annum (subject to~~share in exchange for services. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 50,000 common shares at a ~~pro rata adjustment)~~price of $0.75 per share in exchange for services. The shares were valued based on the ~~Liquidation Preference Amount ($1,416,000~~closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 200,000 common shares at a price of $0.90 per share in exchange for services. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 500,000 common shares at a price of $0.78 per share in exchange for services. The shares were valued based on the closing stock price on the date of grant.

During the nine months ended May 31, 2022, the Company issued 150,000 common shares at a price of $0.50 per share for the ~~April 12 financing, 1,500,000 for the May 30 financing, $1,550,000 for the June 30 financing and $1,450,000 for the July 11 financing) payable in shares equal to 90%~~purchase of ~~the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no eve nt less than $0.65.~~inventory. The ~~dividend~~ shares were ~~issued to~~valued based on the price at which the Company was completing private placements and upon mutual agreement by the Company and the creditor.

In issuing these ~~investors pursuant to~~shares the Company relied on the exemption ~~from registration provided~~afforded by Section ~~4(2)~~4(a)(2) of the Securities Act ~~for issuances not involving any public offering.~~

~~On December 31, 2009, we issued 86,691 shares~~ of ~~common stock to the investors of our January 16, 2007 financing~~1933, as payment of the semi-annual dividend per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock. The number of shares issued was based on the dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of the Liquidation Preference Amount ($1,416,000) payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. The dividend shares were issued to these investors pursuant to the exemptio n from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

On December 31, 2009, we issued 37,585 shares of common stock to the investors of our November 5, 2007 financing as payment of the semi-annual dividend per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock. The number of shares issued was based on the dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of the Liquidation Preference Amount (approximately $897,000) payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. The dividend shares were issued to these investors pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

~~(b) Not Applicable.~~

~~(c) Not Applicable~~

~~ITEM~~amended.

Item 3. Defaults ~~upon~~Upon Senior Securities

~~(a) Not Applicable.~~

~~(b) Not Applicable.~~

~~ITEM~~

None.

Item 4. ~~(Removed and Reserved)~~

~~ITEM~~Mine safety Disclosures

None.

Item 5. ~~OTHER INFORMATION~~

~~(a) Not applicable.~~

~~(b) Not applicable.~~

~~ITEM 6. EXHIBITS~~

~~(a) The following exhibits are filed as part of this report.~~

Other Information

None.

~~Exhibit No.~~	~~Document~~

~~3.1~~	~~Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended February 27, 2007 filed on April 13, 2007).~~ 19

~~3.2~~ Table of Contents

Item 6. Exhibits

Exhibit Number	~~Amended and Restated Bylaws (Incorporated by reference to~~	Exhibit ~~3.2 to the Company’s Quarterly Report on Form 10-QSB filed on April 13, 2007).~~Description

31.1		Certification of Chief Executive Officer, ~~and Acting Chief Accounting Officer required by~~pursuant to Rule ~~13a-14/15d-14(a) under~~13a-14(a) of the Exchange ~~Act.~~Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.1		Certification of Chief Executive Officer, ~~and Acting Chief Accounting Officer~~ pursuant to 18 ~~U.S.C.~~United States Code Section 1350, as ~~adopted pursuant to~~enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32.2		Certification of Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASTRA ENERGY, INC.

Date: ~~April 19, 2010~~July 12, 2022	~~OCEAN SMART, INC.~~	/s/ Kermit Harris
		Kermit Harris
		President, Secretary and Treasurer
		Director
		(Principal Executive Officer)

Date: July 12, 2022		/s/ Rachel Boulds
		Rachel Boulds
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)


		21
	~~By:~~ ~~/s/ Robert Saunders~~
	~~Robert Saunders,~~
	~~Chief Executive Officer & President~~

	~~By:~~ ~~/s/ Michael Boswell~~
	~~Michael Boswell,~~ ~~Acting Chief Accounting Officer~~

PART I	FINANCIAL INFORMATION	3
ITEM 1	Financial Statements (unaudited)	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4.	Controls and Procedures	18
PART II	OTHER INFORMATION	19
ITEM 1.	Legal Proceedings	19
ITEM 1A.	Risk Factors	19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3.	Defaults Upon Senior Securities	19
ITEM 4.	Mine Safety Disclosures	19
ITEM 5.	Other Information	19
ITEM 6.	Exhibits	20

SIGNATURES		21

OCEAN SMART, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 2010 and AUGUST 31, 2009

	February 28,			August 31,
	2010			2009
	(unaudited)
ASSETS

Current assets:
Cash	$	24,609		$	12,356
Accounts receivable, net		233,199			233,376
Inventory		732,336			553,311
Other current assets		83,390			52,056

Total current assets		1,073,534			851,099

Property, plant and equipment, net		3,183,786			3,350,709

Long-term inventory		785,517			1,075,463

Other assets		25,294			9,335

Total assets	$	5,068,131		$	5,286,606

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short term debt	$	163,238		$	161,932
Line of credit		77,463			75,194
Current portion of long term debt		327,202			354,318
Accounts payable and accrued liabilities		1,309,877			1,111,503

Total current liabilities		1,877,780			1,702,947

Long term debt, net current portion		621,230			598,306

Total liabilities		2,499,010			2,301,253

COMMITMENTS AND CONTINGENCIES

Stockholders' equity
Series A Preferred stock, par $0.001, 10,000,000		7,774			7,774
authorized, 7,773,998 issued and outstanding
at February 28, 2010 and August 31, 2009, respectively
Series B Preferred stock, par $0.001, 220		-			-
authorized, 207 issued and outstanding at
February 28, 2010 and August 31, 2009, respectively
Series C Preferred stock, par $0.001, 1,000,000		748			748
authorized, 747,870 issued and outstanding
at February 28, 2010 and August 31, 2009, respectively
Series D Preferred stock, par $0.001, 380,000		305			305
authorized, 304,558 issued and outstanding
at February 28, 2010 and August 31, 2009, respectively
Common stock, par $0.0001, 100,000,000 authorized,		2,637			2,592
26,370,147 and 25,920,296 issued and outstanding at
February 28, 2010 and August 31, 2009, respectively
Additional paid in capital		28,706,521			28,372,640
Accumulated deficit		(25,920,695	)		(25,008,570	)
Accumulated other comprehensive income (loss) -
foreign exchange adjustment		(228,169	)		(390,136	)

Total stockholders' equity		2,569,121			2,985,353

Total liabilities and stockholders' equity	$	5,068,131		$	5,286,606

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED FEBRUARY 28, 2010 and 2009
(unaudited)

	THREE MONTHS ENDED						SIX MONTHS ENDED
	FEBRUARY 28,						FEBRUARY 28,
	2010			2009			2010			2009


Revenue	$	654,942		$	432,977		$	1,228,030		$	1,010,082
Cost of goods sold		661,506			728,919			1,184,978			1,369,238

Gross profit (loss)		(6,564	)		(295,942	)		43,052			(359,156	)

Expenses:
General and administrative expenses		181,490			337,966			367,702			525,533
Salaries and benefits		117,178			83,009			226,673			167,934

Total operating expenses		(298,668	)		(420,975	)		(594,375	)		(693,467	)

Loss from operations		(305,232	)		(716,917	)		(551,323	)		(1,052,623	)

Other income (expense):
Interest (expense), net		(18,134	)		(11,788	)		(36,195	)		(23,028	)
Other income (expense)		327			-			(1,407	)		-

Total other income (expense), net		(17,808	)		(11,788	)		(37,603	)		(23,028	)

Net loss		(323,039	)		(728,705	)		(588,925	)		(1,075,651	)

Dividend on preferred stock		(323,200	)		(322,395	)		(323,200	)		(322,395	)

Net loss applicable to
common shareholders		(646,239	)		(1,051,100	)		(912,125	)		(1,398,046	)

Foreign currency translation		64,891			(13,220	)		161,967			(711,299	)

Comprehensive loss	$	(581,348	)	$	(1,064,320	)	$	(750,158	)	$	(2,109,345	)

Net loss per Share
Basic and diluted	$	(0.02	)	$	(0.04	)	$	(0.03	)	$	(0.06	)

Weighted average shares outstanding
Basic and diluted		26,215,198			25,173,250			26,066,933			24,890,581

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF CASHFLOWS
SIX MONTHS ENDED FEBRUARY 28, 2010 and 2009
(unaudited)

	2010			2009

Cash flows from operating activities:

Net loss	$	(588,925	)	$	(1,075,651	)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		281,308			240,858
Stock option expense		10,726			10,726
Inventory impairment		-			75,000

Changes in current assets and liabilities:
Accounts receivable		177			2,060
Prepaid expenses		(31,334	)		22,584
Loan receivable, related party		-			(62,153	)
Inventory		171,198			282,564
Accounts payable		198,374			(98,049	)

Net cash provided by (used in) operating activities		41,524			(602,061	)

Cash flows from investing activities:
Proceeds from sale of property, plant and equipment		30,685			-
Other assets		(15,625	)		(5,473	)
Purchase of property, plant and equipment		(20,651	)		(89,268	)

Net cash used in investing activities		(5,591	)		(94,741	)

Cash flows from financing activities:

Net proceeds (payments) from line of credit		(565	)		(25,978	)
Proceeds from short term debt		-			40,813
Payment of short term debt		(885	)		(30,713	)

Net cash used in by financing activities		(1,450	)		(15,878	)

Foreign currency translation effect		(22,230	)		94,375

Net increase (decrease) in cash		12,253			(618,305	)

Cash, beginning of period		12,356			712,298

Cash, end of period	$	24,609		$	93,993

Supplemental disclosure of cash flow information

Non cash transactions
Issuance of stock for dividends	$	323,200		$	322,395
Acqusition of Granscal assets for debt and common stock	$	-		$	85,759

	Number of Shares		Weighted Average Exercise Price
Outstanding, August 31, 2009		5,892,000	$	1.03
Granted		--		--
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding, February 28, 2010		5,892,000	$	1.03
Exercisable, February 28, 2010		5,892,000	$	1.03

	Number of Warrants			Weighted Average Exercise Price
Outstanding, August 31, 2009		803,285		$	1.88
Granted		--			--
Exercised		--			--
Forfeited		--			--
Returned and exchanged		--			--
Expired		(20	)		10,000
Outstanding, February 28, 2010		803,265		$	1.63
Exercisable, February 28, 2010		803,265		$	1.63

Date	Preferred Stock	Common Shares Issued	Dividend Value

12/31/2009	Series A	325,575	$ 233,500
12/31/2009	Series B	86,691	$ 62,600
12/31/2009	Series C	37,585	$ 27,100

		Estimated Inventory (value) to be Sold
Year-class	Accumulated Cost to Date	next 12 months	next 24 months	beyond 24 months
2006	$ 53,503	$ 53,503	$ -	$ -
2007	645,042	645,042	-	-
2008	337,911	33,791	304,120	-
2009	392,598	-	-	392,598
2010	88,799	-	-	88,799

Totals	$ 1,517,853	$ 732,336	$ 304,120	$ 481,397