UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~May 31,~~November 30, 2023

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

For the transition period from ___________ to ___________

Commission File Number 000-52205

ASTRA ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

20-3113571

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

9565 Waples Street, Suite 200, San Diego, CA 92121

(Address of principal executive offices) (Zip Code)

1-800-705-2919

(Registrant’s telephone number, including area code)

N/A

(Former 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

OTCQB

Indicate by check mark whether the 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 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~66,578,982~~80,263,982 common shares issued and outstanding as of ~~July 17, 2023.~~January 31, 2024.

ASTRA ENERGY, INC.

FORM 10-Q

For the Quarterly Period Ended ~~May 31,~~November 30, 2023

INDEX

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASTRA ENERGY INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of ~~May 31,~~November 30, 2023 (unaudited) and August 31, ~~2022~~2023		F-2
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months ended ~~May 31,~~November 30, 2023 and 2022 (unaudited)		F-3
Condensed Consolidated Statements of Stockholders’ ~~Equity~~Deficit for the Three ~~and Nine~~ Months ended ~~May 31,~~November 30, 2023 ~~and 2022~~ (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months ended ~~May 31,~~November 30, 2023 and 2022 (unaudited)		~~F-6~~F-5
Notes to the Condensed Consolidated Financial Statements (unaudited)		~~F-7~~F-6

F-1

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS	ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS											ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS

		May 31, 2023			August 31, 2022			November 30, 2023 (unaudited)			August 31, 2023
ASSETS		(Unaudited)
Current assets:
Cash		$	9,297		$	198,899		$	13,994		$	23,250
Prepaid stock for acquisition (Note 4)			16,468,913			9,701,000
Other receivable-related party			—			194,520
Total current assets			16,478,210			10,094,419			13,994			23,250
Investment in subsidiary (Note 5)			3,000,000			—
Operating leases, right of use assets			4,818,470			—
Investment (Note 4)														4,410,000		2,725,000
Operating leases, right of use assets (Note 5)														4,818,471		4,818,471

Total Assets		$	24,296,680		$	10,094,419		$	9,242,465		$	7,566,721

LIABILITIES & STOCKHOLDERS’ EQUITY
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	120,856		$	49,344		$	454,674		$	265,917
Accounts payable- related parties (Note 6)			205,100			107,200
Accounts payable - related parties (Note 6)														403,200		322,500
Refundable deposits			150,000			—			190,000			190,000
Due to a related party (Note 7)			15,680			270,185
Accrued interest payable			3,154			630			9,543			6,840
Note payable			100,000			—
Convertible note payable, net of discount of $49,052			20,198			—
Derivative liability			110,906			—
Debenture payable (Note 8)			20,000			20,000
Loan payable-related party (Note 7)														93,011		93,011
Note payable (Note 8)														100,000		100,000
Debenture payable (Note 9)														20,000		20,000
Operating lease liability – current portion			127,460			—			127,460			127,460
Total current liabilities			873,354			447,359			1,397,888			1,125,728
Operating lease liability – net of current portion			4,691,010			—
Operating lease liability – net of current portion (Note 5)														4,691,011		4,691,011
Total Liabilities			5,564,364			447,359			6,088,899			5,816,739

Commitments and contingencies			—			—			—			—

Stockholders' Deficit:
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding			8			8			8			8
Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding			—			—
Series B Preferred stock, par $0.0001, 100,000 shares authorized; 207 shares issued and outstanding														—		—
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding			748			748			748			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding			305			305			305			305
Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 74,078,982 and 66,578,982 shares issued and outstanding, respectively as of May 31, 2023; and 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023			66,579			50,356
Stock subscriptions receivable (Note 13)			(5,000	)		(5,000	)
Series A1 Preferred stock, par $0.001, 1 share authorized; no shares issued and outstanding, respectively														—		—
Common stock, $0.001 par value; 100,000,000 shares authorized; 72,763,982 and 67,638,982 shares issued and outstanding, respectively.														72,764		67,639
Stock subscriptions receivable														(5,000	)	(5,000	)
Common stock to be issued			—			20,000			-			-
Additional paid-in capital			54,067,468			42,104,378			56,055,812			54,341,562
Accumulated deficit			(35,397,792	)		(32,523,735	)		(52,971,071	)		(52,655,280	)
Total Stockholders’ Equity			18,732,316			9,647,060			3,153,566			1,749,982

Total Liabilities and Stockholders’ Equity		$	24,296,680		$	10,094,419		$	9,242,465		$	7,566,721

F-2

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended November 30,
	2023			2022

Operating Expenses:
General and administrative	$	40,335		$	48,022
Business development		153,145			271,941
Consulting - related party		-			960
Executive compensation		79,500			933,000
Stock compensation-consulting		34,375			347,500
Total operating expenses		307,355			1,601,423

Loss from operations		(307,355	)		(1,601,423	)

Other Expense:
Foreign exchange		(5,733	)		400
Interest expense		(2,703	)		(2,216	)
Total other expense		(8,436	)		(1,816	)

Loss before provision for income taxes		(315,791	)		(1,603,239	)
Provision for income taxes		—			—

Net Loss	$	(315,791	)	$	(1,603,239	)

Net loss per share, basic and diluted	$	(0.004	)	$	(0.03	)
Weighted average shares outstanding, basic and diluted		68,109,600			62,883,727

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

F-3

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 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
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	Shares	Amount		Shares		Amount	Issued		Receivable			Capital		Deficit			Total
Balance, August 31, 2023	7,774	$	8	1	$	-	207	$	-	747,870	$	748	304,558	$	305	67,638,982	$	67,639	-	$	(5,000	)	$	54,341,562	$	(52,655,280	)		1,749,982
Common stock issued for services	-		-	-		-	-		-	-		-	-		-	125,000		125	-		-			34,250		-			34,375
Common stock issued for acquisitions	-		-	-		-	-		-	-		-	-		-	5,000,000		5,000	-		-			1,680,000		-			1,685,000
Net loss	-		-	-		-	-		-	-		-	-		-	-		-	-		-			-		(315,791	)		(315,791	)
Balance, November 30, 2023	7,774	$	8	1	$	-	207	$	-	747,870	$	748	304,558	$	305	72,763,982	$	72,764	-	$	(5,000	)	$	56,055,812	$	(52,971,071	)	$	3,153,566

	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
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Issued			Receivable			Capital		Deficit			Total
Balance, August 31, 2022	15,774	$	16	1	$	-	207	$	-	747,870	$	748	304,558	$	305	50,355,540	$	50,356	$	20,000		$	(5,000	)	$	42,104,418	$	(42,224,735	)	$	(53,900	)
Common stock issued for Services - related party	-		-	-		-	-		-	-		-	-		-	350,000		350		-			-			848,150		-			848,500
Common stock issued for services	-		-	-		-	-		-	-		-	-		-	350,000		350		-			-			347,150		-			347,150
Common stock issued for acquisitions	-		-	-		-	-		-	-		-	-		-	7,650,000		7,650		-			-			8,822,350		-			8,830,000
Common stock issued for cash	-		-	-		-	-		-	-		-	-		-	569,000		569		(20,000	)		-			283,931		-			264,500
Net loss	-		-	-		-	-		-	-		-	-		-	-		-		-			-			-		(1,603,239	)		(1,603,239	)
Balance, November 30, 2022	15,774	$	16	1	$	-	207	$	-	747,870	$	748	304,558	$	305	59,274,500	$	59,275	$	-		$	(5,000	)	$	52,404,999	$	(43,937,974	)	$	(8,633,011	)

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

~~F-2~~

~~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,

2023

2022

2023

2022

Revenue

$ —

$ —

$ —

$ 25,000

Operating Expenses:

General and administrative

36,362

27,527

117,299

98,836

Business development

124,152

103,050

564,344

510,926

Consulting - related party

2,500

15,000

3,460

45,000

Executive compensation

57,000

64,500

1,677,000

433,500

Stock compensation-consulting

8,000

—

443,400

595,000

Total operating expenses

228,014

210,077

2,805,503

1,683,762

Loss from operations

(228,014 )

(210,077 )

(2,805,503 )

(1,658,762 )

Other expense:

Foreign exchange

4,684

—

4,319

—

Interest expense

(19,094 )

(210 )

(26,967 )

(420 )
Loss on issuance of convertible debt

—

—

(36,242 )

—

Change in fair value of derivative

20,597

—

(9,664 )

—

Total other expense

6,187

(210 )

(68,554 )

(420 )

Loss before income taxes

(221,827 )

(210,287 )

(2,874,057 )

(1,659,182 )

Provision for income taxes

—

—

—

—

Net Loss

$ (221,827 )

$ (210,287 )

$ (2,874,057 )

$ (1,659,182 )

Net loss per share, basic and diluted and diluted

$ (0.00 )

$ (0.00 )

$ (0.05 )

$ (0.04 )

Weighted average common shares outstanding, basic and diluted

66,141,482

45,455,540

61,536,642

44,452,324

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

~~F-3~~

~~Table of Contents~~

ASTRA ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2023 AND 2022
(Unaudited)

Series A
Preferred

Series A1
Preferred

Series B
Preferred

Series C
Preferred

Series D
Preferred

Common Stock

Common Stock to

Stock Subscription

Additional
Paid-In

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Be Issued

Receivable

Capital

Deficit

Total

Balance,
August 31, 2022

7,774

$ 8

1

$ —

207

$ —

747,870

$ 748

304,558

$ 305

50,355,540

$ 50,356

$ 20,000

$ (5,000 )

$ 42,104,378

$ $(32,523,735 )

$ 9,647,060

Shares issued for
services - related party

—

—

—

—

—

—

—

—

—

—

350,000

350

—

—

848,150

—

848,500

Shares issued for services

—

—

—

—

—

—

—

—

—

—

350,000

350

—

—

347,150

—

347,500

Shares issued for acquisition

—

—

—

—

—

—

—

—

—

—

7,650,000

7,650

—

—

8,547,350

—

8,555,000

Common stock issued for cash

—

—

—

—

—

—

—

—

—

—

569,000

569

(20,000 )

—

283,931

—

264,500

Net loss

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(1,603,239 )

(1,603,239 )
Balance,
November 30, 2022

7,774

8

1

—

207

—

747,870

748

304,558

305

59,274,540

59,275

—

(5,000 )

52,130,959

(34,126,974 )

18,059,321

Shares issued for
services - related party

—

—

—

—

—

—

—

—

—

—

3,190,000

3,190

—

—

654,310

—

657,500

Shares issued for services

—

—

—

—

—

—

—

—

—

—

290,000

290

—

—

65,110

—

65,400

Shares issued for acquisition

—

—

—

—

—

—

—

—

—

—

3,274,442

3,274

—

—

1,129,639

—

1,132,913

Net loss

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(1,048,991 )

(1,048,991 )
Balance,
February 28, 2023

7,774

8

1

—

207

—

747,870

748

304,558

305

66,028,982

66,029

—

(5,000 )

53,980,018

(35,175,965 )

18,866,142

Shares issued for services

—

—

—

—

—

—

—

—

—

—

50,000

50

—

—

7,950

—

8,000

Shares issued for acquisition

—

—

—

—

—

—

—

—

—

—

500,000

500

—

—

79,500

—

80,000

Net loss

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(221,827 )

(221,827 )
Balance,
May 31, 2023

7,774

$ 8

1

$ —

207

$ —

747,870

$ 748

304,558

$ 305

66,578,982

$ 66,579

$ —

$ (5,000 )

$ 54,067,468

$ (35,397,792 )

$ 18,732,316

F-4

Table of Contents

Series A
Preferred

Series A1
Preferred

Series B
Preferred

Series C
Preferred

Series D
Preferred

Common Stock

Common Stock to

Stock Subscription

Additional
Paid-In

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Be Issued

Receivable

Capital

Deficit

Total

Balance,
August 31, 2021

15,774

$ 16

1

$ —

207

$ —

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

—

—

64,450

—

64,500

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

—

207

—

747,870

748

304,558

305

44,080,540

44,081

20,000

(12,500 )

30,544,235

(30,401,882 )

195,003

Common stock issued for
services - related party

—

—

—

—

—

—

—

—

—

—

250,000

250

—

—

194,750

—

195,000

Common stock issued for services

—

—

—

—

—

—

—

—

—

—

700,000

700

—

—

530,300

—

531,000

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

—

—

207

—

747,870

748

304,558

305

45,455,540

45,456

—

(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

—

$ —

207

$ —

747,870

$ 748

304,558

$ 305

45,455,540

$ 45,456

$ —

$ (5,000 )

$ 31,481,368

$ (31,548,372 )

$ (25,487 )

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

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Three Months Ended November 30,
	2023			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(315,791	)	$	(1,603,239	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		34,375			347,500
Executive stock compensation		-			848,500
Changes in assets and liabilities:
Agreement receivable		-			5,135
Accounts payable and accruals		191,460			16,870
Accounts payable – related party		80,700			(21,500	)
Due to related party		-			(50,060	)
Net Cash Used in Operating Activities		(9,256	)		(456,794	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares		-			264,500
Net Cash Provided by Financing Activities		-			264,500

Net Change in Cash		(9,256	)		(192,294	)
Cash at Beginning of Period		23,250			198,899
Cash at End of Period	$	13,994		$	6,605

Supplemental disclosure of non-cash investing activity:
Common stock issued for investment	$	1,685,000		$	2,725,000

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

F-5

~~Table of Contents~~

ASTRA ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Nine Months Ended May 31,

2023

2022

CASH FLOW FROM OPERATING ACTIVITIES:

Net loss

$ (2,874,057 )

$ (1,659,182 )
Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation – related party

1,506,000

240,000

Stock based compensation

420,900

595,500

Debt discount amortization

20,197

—

Loss on issuance of convertible debt

36,242

—

Change in fair value of derivative

9,664

—

Changes in assets and liabilities:

Inventory

—

(106,913 )
Agreement receivable

—

(179,385 )
Accounts payable

71,512

56,833

Accounts payable – related party

97,900

180,800

Due to related party

(59,984 )

—

Customer deposits

150,000

—

Accrued interest

2,524

420

Net Cash Used in Operating Activities

(619,102 )

(871,927 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debenture

—

20,000

Proceeds from note payable

100,000

—

Proceeds from convertible note payable

65,000

—

Common stock issued for cash

264,500

773,000

Net Cash Provided by Financing Activities

429,500

793,000

Net Change in Cash

(189,602 )

(78,927 )
Cash at Beginning of period

198,899

94,765

Cash at End of period

$ 9,297

$ 15,838

Cash paid during the period for:

Interest

$ —

$ —

Income taxes

$ —

$ —

Supplemental disclosure of non-cash investing activity:

Common stock issued for inventory

$ —

$ 75,000

Common stock issued for investment in subsidiary

$ 3,000,000

$ —

Common stock issued for prepayment of acquisition

$ 6,687,912

$ —

Establish right of use asset

$ 4,818,470

$ —

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

~~F-6~~

Table of Contents

ASTRA ENERGY INC.

Notes to the Condensed Consolidated Financial Statements

~~May 31,~~November 30, 2023

(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 August 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 incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited.

On October 12, 2021, the Company incorporated a ~~wholly~~majority owned 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 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On October 26, 2023, the name of the subsidiary was changed to Astra Biofuels 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.

On August 5, 2022, the Company entered into an agreement to acquire a 68.2% interest in Regreen Technologies Inc. (“Regreen”), a California corporation, in exchange for 10,000,000 shares of the Company’s common stock and an agreement to pay $250,000 in cash. Regreen is in the business of converting organic and solid waste material into marketable bio-products utilizing its patented series of equipment and processes.

On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen Technologies Inc. in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.

~~On August~~ 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.

~~On September 19, 2022, the Company acquired a 3.1% interest in Regreen Technologies Inc. in exchange for 2,750,000 shares of the Company’s common stock.~~

On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC.

~~F-7~~

~~Table of Contents~~

On November 20, 2022, the Company and its subsidiary, Regreen Technologies Inc. (“Regreen”) entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company. The Joint Venture will manufacture, distribute, and deploy the patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture. The agreement will be completed upon receipt by Regreen of certain payments from Viecotech.

~~On January 12,~~As at August 31, 2023, the Company has acquired ~~an 7.5%~~a 28% interest in Regreen Technologies, Inc. in exchange for ~~1,216,288~~7,759,442 common shares of the ~~Company’s common stock.~~

~~On January 16, 2023, the Company acquired an 8.2% interest in Regreen Technologies Inc. in exchange for 2,058,154 shares of the Company’s common stock.~~Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending August 31, ~~2023.~~2024. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended August 31, ~~2022.~~2023.

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Table of Contents

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation.

~~Reclassifications~~

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the unaudited financial statements for the three and nine months ended May 31, 2023.

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 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,~~November 30, 2023 and ~~August 31,~~ 2022.

~~F-8~~

Inventory

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a 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.

Leases

In February, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company uses a discount rate of 10% per annum which is the same rate of interest being paid on a current outstanding loan.

~~Table of Contents~~

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 employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the 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 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 valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●·	Identification of a contract with a customer;
	●·	Identification of the performance obligations in the contract;
	●·	Determination of the transaction price;
	●·	Allocation of the transaction price to the performance obligations in the contract; and
	●·	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

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Table of Contents

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The ~~following is~~weighted average number of common shares outstanding and potentially outstanding common shares assumes that the ~~calculation~~Company incorporated as of ~~May 31,~~the beginning of the first period presented. For the quarter ended November 30, 2023, the Company has 7,774 potentially dilutive shares from Series A preferred stock and ~~2022.~~304,558 potentially dilutive shares from the Series D preferred stock and 20,000 potentially dilutive common shares relating to the Convertible Debenture, and 1,574,000 warrants which are convertible at $1.00 per share into 1,574,000 common shares Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.

	2023			2022			2023			2022
Net Loss	$	(2,874,057	)	$	(1,659,182	)	$	(315,791	)	$	(1,603,239	)
Weighted average shares outstanding, basic and diluted		61,536,642			44,452,324			68,109,600			62,883,727
Net loss per share, basic and diluted	$	(0.05	)	$	(0.04	)	$	(0.004	)	$	(0.025	)

The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

As of May 31, 2023, the Company has 10,667 potentially dilutive shares from Series A preferred stock, 380,698 potentially dilutive shares from the Series D preferred stock and approximately 841,940 potentially dilutive shares from a convertible note payable. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

~~F-9~~

~~Table of Contents~~

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values.

~~The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.~~

~~The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of May 31, 2023:~~

Description

Level 1

Level 2

Level 3

Total
Losses

Derivative

$ —

$ —

$ 110,906

$ 9,664

Total

$ —

$ —

$ 110,906

$ 9,664

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.

NOTE 3 -– GOING CONCERN

As reflected in the accompanying ~~unaudited~~ financial statements, the Company has an accumulated deficit of ~~$35,397,792~~$52,971,071 as of ~~May 31,~~November 30, 2023, and no revenue. These factors raise substantial doubt about its ability to continue as a going concern. 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 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.

~~F-10~~

~~Table of Contents~~

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 August 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 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.

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Table of Contents

NOTE 4 - ~~PREPAID STOCK FOR ACQUISITION~~

The prepaid asset of $16,468,912 relates to the potential acquisition of Regreen Technologies, Inc. The valuation of this asset is subject to the completion of milestones in the underlying agreements and all parties meeting certain requirements. The amount may be impacted by cancellation of the acquisition and/or inability for parties to meet milestones in future periods. There was no impact to the results of operations for the three and nine months ended May 31, 2023, as the company has only issued common stock (currently held in escrow) to Regreen for the acquisition. If, upon completion of the acquisition, there has been a material change to the financial condition of Regreen, it may impact the final valuation for the assets acquired and liabilities assumed in the acquisition.

~~NOTE 5 -~~ INVESTMENT ~~IN SUBSIDIARY~~

The investment ~~in subsidiary~~ of ~~$3,000,000~~$4,410,000 relates to the acquisition of 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock and the acquisition of the exclusive global manufacturing and distribution rights for the Holcomb In-Line Power Generator in exchange for 5 million shares of the Company’s common stock. The value of the ~~acquisition~~acquisitions was based on the closing stock price of the Company’s shares on the ~~date~~effective dates of the ~~agreement.~~agreements. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC. There was no impact to the results of operations for the ~~three and nine months~~year ended ~~May 31,~~November, 2023, as the Company only issued common stock. The valuation of the investment is based on deemed value of patents, the size of the potential market for the technology and numerous expressions of interest to purchase product. If the Company fails to raise the necessary capital to set up manufacturing and distribution, this investment would be at risk and would become subject to impairment in full.

NOTE 65 - ~~OTHER RELATED PARTY TRANSACTIONS~~OPERATING LEASES

~~During~~The value of these leases is based primarily on engineering studies and letters from government agencies accepting preliminary studies for the ~~nine months ended May 31, 2023,~~installation of renewable energy sources and the provision of Power Purchase Agreements. If the Company ~~entered into a services agreement with~~fails to raise the ~~CEO~~necessary capital for the installations of energy and ~~director~~does not receive the Power Purchase Agreements, the total value of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.10 on the date of the agreement, for total non-cash compensation of $420,000.

~~F-11~~

~~Table of Contents~~

During the nine months ended May 31, 2023, the Company entered into a services agreement with the Vice President of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.33 on the date of the agreement, for total non-cash compensation of $466,000.

During the nine months ended May 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly-owned subsidiary, whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price of $0.25 on the date of the agreement, for total non-cash compensation of $22,500.

During the nine months ended May 31, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated December 15, 2021. The shares were valued based on the closing stock price of $0.05 on the date of the agreement, for total non-cash compensation of $5,000.

During the nine months ended May 31, 2023, the Company issued 2,000,000 common shares to the President in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $420,000.

During the nine months ended May 31, 2023, the Company issued 1,000,000 common shares to the CEO of a wholly owned subsidiary in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $210,000.

~~During the nine months ended May 31, 2023, the Company accrued $45,000 in fees to the President. The Company owes $71,500 to the President at May 31, 2023 ($57,500 – August 31, 2022).~~

~~During the nine months ended May 31, 2023, the Company accrued $90,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $59,650 to the CEO at May 31, 2023 ($nil – August 31, 2022).~~

~~During the nine months ended May 31, 2023, the Company paid $20,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $nil to the CEO at May 31, 2023 ($nil – August 31, 2022).~~

During the nine months ended May 31, 2023, the Company accrued $18,000 in fees to the Chief Financial Officer. The Company owes $7,750 to the Chief Financial Officer at May 318, 2023 ($nil – August 31, 2022).

During the nine months ended May 31, 2023, the Company accrued $18,000 in fees to the Corporate Secretary. The Company owes $8,700 to the Corporate Secretary at May 31, 2023 ($nil – August 31, 2022).

During the nine months ended May 31, 2023, the Company accrued $67,500 in fees to the VP of Project Development. The Company owes $57,500 to the Corporate Secretary at May 31, 2023 ($nil – August 31, 2022).

~~NOTE 7 - DUE TO A RELATED PARTY~~

As of May 31, 2023 and August 31, 2022, the Company owed $15,680 and $270,185, respectively, to Regreen Technologies Inc., a related party. The advance is non-interest bearing, unsecured and there are no terms of repayment. The CEO and Managing Director of Regreen Technologies is the holder of 10 million common shares of the Company.

~~NOTE 8 - CONVERTIBLE DEBENTURE~~

On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay Ron and Monique De Jager $20,000 with interest of 8% per annum on or before January 11, 2024. The Debenture canthese leases would be ~~converted into 20,000 common shares any time within 2 years with a conversion price of $1.00 per share~~ subject to ~~adjustments as set out~~impairment in ~~the Debenture. As of May 31, 2023, there is $1,260 interest owing to the Holders.~~

~~F-12~~

~~Table of Contents~~

~~NOTE 9 - NOTE PAYABLE~~

~~NOTE 10 - CONVERTIBLE NOTE PAYABLE~~

On February 13, 2023, the Company issued a convertible promissory note to 1800 Diagonal Lending LLC in the amount of $69,250. The company received $65,000, after OID, transaction and legal costs. The note bears interest at 9% and matures in one year. The difference of $4,250 was recorded as a debt discount. The note is convertible into shares of common stock at 65% of the lowest trading price for the 10 days prior to conversion.

~~A summary of the activity of the derivative liability for the notes above is as follows:~~

Balance at August 31, 2022

$ —

Increase to derivative due to new issuances

101,242

Decrease to derivative due to conversions

—

Derivative loss due to mark to market adjustment

9,664

Balance at May 31, 2023

$ 110,906

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of May 31, 2023 is as follows:

Inputs

May 31,
2023

Initial
Valuation

Stock price

$ 0.16

$ 0.21

Conversion price

$ 0.0845

$ 0.121

Volatility (annual)

271.38 %

246.6 %
Risk-free rate

5.32 %

4.91 %
Dividend rate

–

–

Years to maturity

0.71

1

~~NOTE 11 - OPERATING LEASES~~full.

On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 3.457 Hectares (approximately 8.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $6,914 payable on or before December 1^st of each year.

On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 80.35 Hectares (approximately 198.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $160,700 payable on or before December 1^st of each year.

	Balance Sheet Classification	May 31, 2023		Balance Sheet Classification	November 30, 2023
Asset
Operating lease asset	Right of use asset	$	4,818,470	Right of use asset	$	4,818,471
Total lease asset		$	4,818,470		$	4,818,471

Liability
Operating lease liability – current portion	Current operating lease liability	$	127,460	Current operating lease liability	$	127,460
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,691,010	Long-term operating lease liability		4,691,011
Total lease liability		$	4,818,470		$	4,818,471

NOTE 6 – OTHER RELATED PARTY TRANSACTIONS

As of November 30, 2023, the Company owes $34,000 (August 31, 2023 - $34,000) to the CEO for cash advanced to the Company for working capital. The debt is unsecured, non-interest bearing and has no terms of repayment.

As of November 30, 2023, the Company owes $11,750 (August 31, 2023 - $9,750) to the CEO of a wholly-owned subsidiary for cash advanced to the Company for working capital. The debt is unsecured, non-interest bearing and has no terms of repayment.

During the quarter ended November 30, 2023, the Company accrued $30,000 in fees to the CEO of the Company. The Company owes $120,000 to the CEO at November 30, 2023 ($90,000 – August 31, 2023).

During the quarter ended November 30, 2023, the Company accrued $15,000 in fees to the President. The Company owes $101,500 to the President at November 30, 2023 ($86,500 – August 31, 2023).

During the quarter ended November 30, 2023, the Company accrued $22,500 in fees to the CEO of a wholly owned subsidiary. The Company owes $102,500 to the CEO at November 30, 2023 ($80,000 – August 31, 2023).

During the quarter ended November 30, 2023, the Company accrued $6,000 in fees to the Chief Financial Officer. The Company owes $16,750 to the Chief Financial Officer at November 30, 2023 ($10,750 – August 31, 2023).

During the quarter ended November 30, 2023, the Company accrued $6,000 in fees to the Corporate Secretary. The Company owes $17,500 to the Corporate Secretary at November 30, 2023 ($11,500 – August 31, 2023).

~~F-13~~F-9

Table of Contents

~~Future Minimum Lease Payments are as Follows:~~NOTE 7 - LOAN PAYABLE-RELATED PARTY

For the year ended August 31:

2023

$ —

2024

167,614

2025

167,614

2026

167,614

2027

167,614

Thereafter

4,860,806

Total payments

5,531,262

Less: imputed interest

(712,792 )
Lease liability as of May 31, 2023

$ 4,818,470

As of November 30, 2023, the Company owes $93,011 (August 31, 2023 - $93,011) to the CEO for cash advanced to the Company for repayment of debt. The loan is unsecured, non-interest bearing and has no terms of repayment.

NOTE 128 - NOTE PAYABLE

On February 16, 2023, the Company entered into a Loan agreement, wherein the Company promised to pay TTII Strategic Acquisitions & Equity, Inc. $100,000 with interest of 10% per annum on or before February 16, 2024. The loan is secured by a patent held by Regreen Technologies, Inc. As of November 30, 2023, the Company owed the lender $100,000 (August 31, 2023 - $100,000) plus accrued interest of $7,863 (August 31, 2023 - $5,370)

NOTE 9 – DEBENTURE PAYABLE

On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Holders have the right to convert any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. As of November 30, 2023, there was $1,680 (August 31, 2023 - $1,470) interest owing to the Holders.

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Table of Contents

NOTE 10 – 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. ~~The outstanding shares can be converted to 10,365 common shares.~~

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~~207 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 August 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 August, 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.

~~F-14~~

~~Table of Contents~~

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.

NOTE ~~13 -~~11 – COMMON STOCK

During the ~~nine months~~quarter ended ~~May 31, 2023, the Company sold 569,000 Units of its common stock at $0.50 per unit for total cash proceeds of $284,500.~~

~~During the nine months ended May 31,~~November 30, 2023 the Company issued ~~100,000~~125,000 common shares at a price of $0.275 per share in exchange for services for total non-cash compensation of ~~$60,000.~~$34,375. The shares were valued based on the closing stock price on the effective date of the agreement.

During the ~~nine months~~quarter ended May 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $287,500. The shares were valued based on the closing stock price on the date of the agreement.

During the nine months ended May 31, 2023, the Company issued 50,000 common shares in exchange for services for total non-cash compensation of $15,000. The shares were valued based on the closing stock price on the date of the agreement.

During the nine months ended May 31, 2023, the Company issued 240,000 common shares in exchange for services for total non-cash compensation of $50,400. The shares were valued based on the closing stock price on the date of the agreement.

During the nine months ended May 31, 2023, the Company issued 50,000 common shares in exchange for services for total non-cash compensation of $8,000. The shares were valued based on the closing stock price on the date of the agreement.

~~During the nine months ended May 31,~~November 30, 2023 the Company issued 5,000,000 common shares at a price of ~~$0.60~~$0.337 per share in exchange for ~~a 50% interest in Astra-Holcomb Energy Systems Inc.~~exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator. The shares were valued based on the closing price at the effective date of agreement.

F-11

During the nine months ended May 31, 2023, the Company issued 6,424,442 common shares in exchange for an additional 18.8% interest in Regreen Technologies Inc., for a total value of $6,767,913. The shares were valued based on the closing price at the date of agreement.

~~Refer to Note 6 for related party transactions.~~

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NOTE ~~14 -~~12 – STOCK SUBSCRIPTIONS RECEIVABLE

~~As of May~~During the year ended August 31, ~~2023, there was $5,000 owing to~~2022, the Company ~~for~~issued 10,000 common shares ~~issued~~ pursuant to a Share Subscription ~~Agreement.~~Agreement in exchange for $5,000. The shares are included in the total number of shares issued and outstanding at ~~May 31,~~November 30, 2023.

NOTE ~~15 -~~13 – WARRANTS

~~During the nine months ended May 31,~~As of November 30, 2023, ~~the Company sold 529,000 Units of its common stock. Each Unit consists of one common share and one~~there are 1,574,000 outstanding warrants. One warrant can be exercised to purchase one ~~additional~~ share of the Company’s common ~~stock.~~stock at $1.00 per share.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, August 31, 2022		2,326,000		$	1.00		1.51
Issued		529,000		$	1.00		2.00
Cancelled or expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2023		2,855,000		$	1.00		0.56	$	—
Issued		—		$	—		—
Cancelled or expired		(1,281,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, November 30, 2023		1,574,000		$	1.00		0.65	$	—

NOTE 14 – SUBSEQUENT EVENTS

No events occurring through to January 31, 2024.

~~F-15~~

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The aggregate fair value of the 529,000 warrants, totaled $210,526 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 4.38% risk free rate, 615.18% 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

Weighted
Average
Fair
Value

Outstanding, August 31, 2022

2,326,000

$ 1.00

2.00

$ 1.40

Granted

529,000

$ 3.01

5.65

$ 0.37

Outstanding, May 31, 2023

2,855,000

$ 1.00

1.09

$ 1.20

~~NOTE 16 – RESTATEMENT~~

The financial statements for the year ended August 31, 2022, are being restated to correct the accounting for the issuance of 7,500,000 shares of common stock for the potential acquisition of Regreen Technologies, Inc. The shares are being held in escrow. The issuance of the 7,500,000 shares was valued at $17,325,000 and included in prepaid assets as of August 31, 2022. However, according to ASC 260-10-45, contingently returnable shares placed in escrow, are not considered outstanding and are not included in EPS.

~~Per ASC 250-10 Accounting Changes and Error Corrections, the August 31, 2022 financial statements have been restated for the following. There was no impact to the Statement of Operations.~~

August 31, 2022

As Reported

Adjusted

As Restated

ASSETS

Current assets:

Cash

$ 198,899

$ —

$ 198,899

Prepaid stock for acquisition

27,026,000

(17,325,000 )

9,701,000

Other receivable-related party

194,520

—

194,520

Total Assets

$ 27,419,419

$ (17,325,000 )

$ 10,094,419

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 49,344

$ —

$ 49,344

Accounts payable- related parties

107,200

—

107,200

Due to a related party

270,185

—

270,185

Accrued interest payable

630

—

630

Debenture payable

20,000

—

20,000

Total Liabilities

447,359

—

447,359

Stockholders' Deficit:

Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding

8

—

8

Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding

-

—

—

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; 304,558 shares issued and outstanding

305

—

305

Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding

—

—

—

Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023

57,856

(7,500 )

50,356

Stock subscriptions receivable (Note 13)

(5,000 )

—

(5,000)

Common stock to be issued

20,000

—

20,000

Additional paid-in capital

59,421,878

(17,317,500 )

42,104,378

Accumulated deficit

(32,523,735 )

—

(32,523,735)

Total Stockholders’ Equity

26,972,060

(17,325,000 )

9,647,060

Total Liabilities and Stockholders’ Equity

$ 27,419,419

$ (17,325,000 )

$ 10,094,419

~~NOTE 17 - 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.

~~F-16~~F-12

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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 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 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

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

A Certificate of Amendment was filed on August 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 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited.

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On October 12, 2021, the Company incorporated a wholly owned 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 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.

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On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.

On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.

On September 19, 2022, the Company acquired a 3.1% interest in Regreen in exchange for 2,750,000 shares of the Company’s common stock.

~~On November 20, 2022,~~As at August 31, 2023, the Company has acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company.

On September 24, 2023, the Company acquired the exclusive global manufacturing and its subsidiary, Regreen entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company. The Joint Venture will manufacture, distribute, and deploydistribution rights for the ~~patented Regreen waste processing system~~Holcomb In-Line Power Generator in exchange for 5 million common shares of the ~~Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture. The agreement will be completed upon receipt by Regreen of certain payments from Viecotech.~~Company.

Business Operations

Astra Energy is an emerging company in the waste management industry and the electricity and power generation sectors 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.

~~WASTE CONVERSION~~CLEAN ENERGY PROJECTS::

~~In August 2022,~~Astra Energy in concert with the government of Tanzania is advancing a 350MW (Megawatt) 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 or Project Feasibility Report. Astra is applying for Advocacy support for this project from the US Mission in Tanzania. The Company ~~entered into an agreement~~is currently in discussions to acquire ~~a majority interest in Regreen, a California based company with innovative~~land and patented waste conversion technology and equipment. 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. In contrast to typical incinerator based WTE systems, the Regreen Total Waste System uses pyrolysis to burn and convert waste. Pyrolysis is looking at an oxygen-absent process that converts dehydrated biomass into flammable liquids and gases under high temperature conditions. The Regreen system works by converting MSW into dried pellets with extremely low moisture content, which are then fed into a pyrolizer. The pyrolizer produces pyro oils (which can be used in generators and engines), carbon black (typically used in rubber manufacturing), and Syngas, which is further processed to yield jet fuel, green diesel, and bitumen (which can be used for asphalt and roofing)existing 350MW Combined Cycle Gas Power Plant (the “Plant”).

We will specialize in providing sustainable waste and energy solutions and will safely convert millions of tons of waste from municipalities and businesses into valuable clean, renewable biofuels, biodiesel and jet fuel. The Company will provide comprehensive material management services to communities seeking solutions to some of today’s most complex environmental challenges. The systems used in the power facilities will greatly reduce or eliminate methane emissions from landfills, as well as reduce reliance on imported fuels by replacing them with biofuels made from agricultural products. The Company will create a valued intellectual property portfolio by way of securing global licenses for or co-developing technologies that can convert multiple different waste streams into renewable fuel sources more efficiently and at a considerably lower cost.

Recent legislation in California which requires food waste to be composted with the goal to reduce food waste in landfills by 75%. The State is directly in support of this system as a result. SB 1383, establishes methane reduction targets for California. California SB 1383 is a bill that sets goals to reduce disposal of organic waste in landfills, including edible food. The bill’s purpose is to reduce greenhouse gas emissions, such as methane, and address food insecurity in California. Aspects of this law ensure that food scraps are composted and compost is purchased by cities. Composting, industrial uses, and animal feed are good environmental uses for inedible food or other organic material. Landfilling organic waste is a significant source of local air quality pollutants, which can cause respiratory issues and hospitalizations for community members. Beyond this, we are seeing the effects of climate change in California with more severe and lengthy droughts, warmer temperatures that contribute to the increasing number of wildfires (also impacting air quality), bigger storms, and coastal erosion due to rising sea levels. To address the environmental and health concerns of surplus edible food, this law requires 20% of edible food that would otherwise be disposed of in the garbage or compost be recovered for human consumption by 2025. This means surplus edible food will help feed Californians in need instead of decomposing in a landfill while emitting harmful greenhouse gases.

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~~In May 2022, Regreen entered into~~Astra is in continuing discussions to secure both a ~~Letter of Intent to install~~Power Purchase Agreement and a ~~One Ton-Per-Hour system at a material recovery facility in California. Completion of~~gas supply agreement with the ~~installation is pending California Local Enforcement Agency approval relating to solid waste disposal.~~

~~On November 20, 2022, Regreen entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company~~Tanzania Petroleum Development Corporation for the ~~manufacture, distribution,~~natural gas required to fuel the Plant. Once these agreements are executed, the Company will seek an equity partner for the project and ~~deployment of~~debt financing to build out the ~~patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture.~~

~~Regreen is currently in negotiations to sell, joint venture and deploy the Regreen system in several countries including India, Panama, Dominican Republic, Fiji, Jamaica, and Ecuador.~~project.

Astra Energy is advancing a ~~waste to energy project~~"Clean Energy Park" on the island of Zanzibar which includes a 42.5MW solar farm combined with a waste to energy system to convert 15 tons of municipal solid waste per hour into ~~10MW/~~7.5MW/hour of electric ~~power.~~power and battery storage. The project will enable the island to dispose of all its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators of methane, a major greenhouse gas that is responsible for global warming. ~~There~~

The Prefeasibility Report has been completed and there are continuing discussions with the island ~~government.~~

~~The preliminary plan is for Astra to develop, operate, and maintain~~government regarding the ~~waste to energy infrastructure. The power will be fed into the island’s grid network pursuant to a power purchase agreement.~~

~~SOLAR~~:

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 agreementPower Purchase Agreement to feed the power into the grid network. Over 200 acres of land has been secured by Astra on a long-term lease basis.

The island of Zanzibar is a semi-autonomous territory of Tanzania in the Indian ocean. Electric power to the island is currently provided using two 100MW submarine cables from mainland Tanzania. These cables are now at capacity. The island wishes to have an independent power supply. Therefore, the immediate need for an additional 50MW of power in less than two years. ~~The Company has initiated negotiations with the government of Zanzibar to provide the required power.~~

POWER GENERATION TECHNOLOGY:

In October 2022, the Company entered into a Joint Venture with Holcomb Scientific Research Ltd. (“HSR”) to manufacture and distribute the innovative and patent protected Holcomb Inline Power Generator (ILPG) for homes, commercial applications, solar projects, electric vehicles, large power scale power plants, and many more applications. On September 22, 2023, Astra entered into an Exclusive Worldwide Manufacturing License Agreement with Holcomb Energy Systems. Holcomb owns a license for certain intellectual property rights licensed to it by Holcomb Scientific Research Ltd., relating to power generation, including the Holcomb Energy System In-Line Power Generator and Self-Sustaining Power Plant worldwide. Pursuant to the Agreement, Holcomb has agreed to sublicense the intellectual property to the Company.

HSR is a Research and Development company that has created the patent-protected Holcomb Energy System, a scientific breakthrough in clean energy generation. The HES utilizes the natural energy produced by the electron spin in the iron atom, converting it into usable electricity while requiring no fuel, releasing zero carbon emissions, and having no moving parts - therefore running completely silent.

~~CLEAN ENERGY:~~WASTE TO ENERGY TECHNOLOGY

~~Astra Energy~~Regreen Technologies Inc. (“Regreen”), a related, California-based “zero emissions” clean energy company. Regreen is involved in ~~concert with~~research and development of the ~~government~~science of ~~Tanzania is advancing a 350MW Combined Cycle Gas Power Plant project. The government~~converting municipal solid waste (MSW) and organic waste into “zero emission” marketable commodities, such as clean electricity, biofuels, animal feeds, fertilizers, organic pesticides, and reclaimed water purification.

Results of ~~Tanzania provided a positive response~~Operations

Three Months Ended November 30, 2023 Compared 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.~~Three Months Ended November 30, 2022

~~The Company is currently~~Revenues

We had no revenue for the three months ended November 30, 2023 and 2022.

Operating Expenses

General and Administrative

General and administrative expenses decreased to $40,335 from $48,022 for the three months ended November 30, 2023, and 2022, respectively primarily in ~~negotiations to acquire an existing 350MW Combined Cycle Gas Power Plant (the “Plant”).~~legal expenses, transfer agent fees in general administrative costs.

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Astra is in continuing discussions to secure 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 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, 2023 Compared to the Three Months Ended May 31, 2022~~

~~Revenues~~

~~We had no revenue for either the three months ended~~ ~~May 31, 2023, or~~ ~~the three months ended~~ ~~May 31, 2022.~~

~~Operating Expenses~~

~~General and Administrative~~

~~General and administrative expenses were $36,362 and $27,527 for the three months ended~~ ~~May 31~~, 2023, and 2022, respectively, an increase of $8,835, or 32.1%. General and administrative expenses increased in audit and legal expenses, regulatory filing costs, transfer agent fees and decreased in other general business costs.

Business Development

Business development expenses ~~were $124,152 and $103,050~~decreased to $153,145 from $271,941 for the three months ended ~~May 31~~,November 30, 2023, and 2022, respectively ~~an increase of $21,102 or 20.5%. Business development expenses increased~~ primarily in travel ~~engineering studies~~ and consulting fees.

~~Consulting –~~ There has been delays in the projects being developed which has reduced development costs related ~~party~~

~~Related party consulting expenses were $2,500 and $15,000 for the three months ended~~ ~~May 31~~~~, 2023 and 2022, respectively, a decrease of $12,500 or 83.3%. The Company is using more independent contractors~~ to ~~reduce related party consulting fees.~~those projects.

Executive compensation

Executive compensation expenses ~~were $57,000 and $64,500~~decreased to $79,500 from $933,000 for the three months ~~May 31,~~ended November 30, 2023, and 2022, respectively primarily due to a ~~decrease of $7,500 or 11.6%.~~reduction in stock compensation for executives for services rendered.

Stock Compensation

Stock compensation-consulting expenses ~~were $8,000 and $0~~decreased to $34,375 from $347,500 for the three months ended ~~May 31~~, ~~2023, and 2022, respectively. In the current period we issued 50,000 shares of common stock for services. No shares were issued for services in the prior period.~~

~~Other Expenses~~

For the three months ended May 31, 2023, we had total other income of $6,187. We incurred interest expense of $19,094, which included $17,312 of debt discount amortization, and $4,684 of foreign exchange gain. We also recognized a gain for the change in fair value of a derivative of $20,597. In the prior period we only had interest expense of $210.

~~Nine Months Ended May 31, 2023 Compared to the Nine Months Ended May 31, 2022~~

~~Revenues~~

~~We had no revenue for the nine months ended~~ ~~May 31, 2023, compared to $25,000 for~~ ~~the nine months ended~~ ~~May 31, 2022.~~ In the prior period, we recognized revenue of $25,000 from one customer 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~~

~~General and administrative expenses were $117,299 and $98,836 for the nine months ended~~ ~~May 31~~,November 30, 2023, and 2022, respectively, ~~an increase of $18,463, or 18.7%. General and administrative expenses increased~~primarily due to a reduction in ~~consulting and regulatory filing costs and decreased in legal expenses and other general business costs.~~

~~Business Development~~

~~Business development expenses were $564,344 and $510,926 for the nine months ended~~ ~~May 31~~, ~~2023 and 2022, respectively, an increase of $53,418 or 10.5%. Business development expenses increased primarily in travel, engineering studies and consulting fees.~~

~~Consulting – related party~~

~~Related party consulting expenses were $3,460 and $45,000 for the nine months ended~~ ~~May 31~~~~, 2023 and 2022, respectively, a decrease of $41,540 or 92.3%. The Company is using more independent contractors to reduce related party consulting fees.~~

~~Executive compensation~~

~~Executive compensation expenses were $1,677,000 and $433,500 for the nine months ended May 31, 2023 and 2022, respectively. Executive compensation expenses increased primarily as a result of~~ stock compensation ~~for executives for services rendered. A number of shares were issued when the closing price of the stock was high.~~

~~Stock Compensation~~

Stock compensation-consulting expenses were $443,400 and $595,000 for the nine months ended May 31, 2023 and 2022, respectively, a decrease of $151,600 or 25.5%. The decrease is a result of a lower stock price on shares issued in the current period compared to the price in the prior period. Common shares are issued for services rendered by advisors, consultants and other non-related parties.

~~Other Expenses~~

For the nine months ended May 31, 2023, we had total other expense of $68,554. We incurred interest expense of $26,967, which included $20,197 of debt discount amortization, and $43,19 of a foreign exchange gain. We also recognized a loss on the issuance of convertible debt of $36,242 and a loss for the change in fair value of a derivative of $9,664. In the prior period we only had interest expense of $420.

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~~three months ended ~~May 31,~~November 30, 2023, we primarily funded our business operations ~~with $264,500 net proceeds~~ from cash advances made to the ~~sale~~Company by officers and directors of ~~common shares.~~the Company. As of ~~May 31,~~November 30, 2023, we had a working capital deficit of ~~$736,597, not taking into account the prepaid stock for acquisition.~~$1,383,894.

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Cash Flow Activity

For the ~~nine~~three months ended ~~May 31,~~November 30, 2023, ~~$619,102 of cash~~$9,256 was used by operations ~~compared to $871,927 used by operations in the prior period.~~(November 30, 2022 - $456,794).

For the ~~nine~~three months ended ~~May 31,~~November 30, 2023, we received ~~$264,500 from the sale of common stock units, $100,000 from a note payable and $65,000 from a convertible note payable.~~$0 (November 30, 2022 - $264,500) in financing activities.

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 equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company 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.

~~Table of Contents~~

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 other sources.

We anticipate continuing to rely on equity sales and grants of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our 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 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 Financial Statements for a summary of our significant accounting policies.

Item 3. 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 ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer to allow for timely decisions regarding required disclosure.

As of ~~May 31,~~November 30, 2023, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses. The material weaknesses included weaknesses in procedures for control evaluation, a lack of an audit committee, insufficient documentation of review procedures, and insufficient information technology procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended ~~May 31,~~November 30, 2023 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

We are a smaller reporting 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

During the ~~three months~~quarter ended ~~May 31,~~November 30, 2023 the Company issued ~~50,000~~125,000 common shares at a price of ~~its common stock to non-related parties~~$0.275 per share in exchange for ~~services.~~services for total non-cash compensation of $34,375. The shares were valued based on the closing stock price on the effective date of the ~~services~~ agreement.

During the ~~nine months~~quarter ended ~~May 31,~~November 30, 2023 the Company issued ~~6,424,442~~5,000,000 common shares at a price of $0.337 per share in exchange for ~~an 18.8% interest in Regreen Technologies Inc., for a total value of $6,767,913.~~exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator. The shares were valued based on the closing price at the effective date of agreement.

In issuing these shares the Company relied on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine safety Disclosures

None.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

Incorporated by Reference

Filed
Exhibit No.

Exhibit Description

Form

Exhibit

Filing Date

Herewith

31.1

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

X

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

X

32.1

Section 1350 Certification of Principal Executive Officer

X

32.2

Section 1350 Certification of Principal Financial Officer

X

99.5

Audit Committee Charter

10-K
99.5

12/14/2022

101.INS
Inline XBRL Instance Document.

X

101.SCH
Inline XBRL Taxonomy Extension Schema Document.

X

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.

X

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.

X

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.

X

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.

X

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

X

		Incorporated by Reference			Filed
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Articles of Incorporation	10-KSB	3.1	12/14/2005
3.2	Amended and Restated Bylaws	8-K	3.1	08/16/2005
3.3	Amendment to Articles of Incorporation	10-KSB	3.1	11/28/2006
3.4	Amendment to the Articles of Incorporation indicating name change and forward stock split	8-K	3.1	09/15/2021
4.1	Form of Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock	8-K	10.3	04/14/2006
4.2	Form of Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock	8-K	10.3	01/18/2007
4.3	Form of Certificate of Designation of Rights and Preferences of Series C Convertible Preferred Stock	8-K	10.3	11/07/2007
4.4	Form of Certificate of Designation of Rights and Preferences of Series D Convertible Preferred Stock	8-K	10.3	05/30/2008
4.5	Certificate, Amendment or Withdrawal of Designation filed with the Nevada Secretary of State on January 21, 2022.	8-K	4.16	02/03/2022
10.1	Exclusive Technology Licensing and Distribution Agreement for the Island of Jamaica dated February 24, 2021.	8-K	10.1	03/17/2021
10.2	Sale and Purchase Agreement for the Country of Jamaica dated March 5, 2021	8-K	10.2	03/17/2021
10.3	Exclusive Technology Licensing and Distribution Agreement for the Province of Alberta dated March 1, 2021	8-K	10.3	03/17/2021
10.4	Sale and Purchase Agreement for the Province of Alberta dated March 5, 2021	8-K	10.4	03/17/2021
10.5	Effective 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.	8-K	10.1	11/15/2021
10.6	Employment Agreement with Kermit Harris naming him President of the Registrant dated October 1, 2020,	S-1	10.6	03/03/2022
10.7	Service Agreement with Lisa Thompson as corporate Secretary dated October 3, 2020	S-1	10.7	03/03/2022
10.8	Consulting Agreement with Heidi Thomasen dated January 1, 2021	S-1	10.8	03/03/2022
10.9	Agreement with Rachel Boulds, CPA as contracted Chief Financial Officer dated January 16, 2021	S-1	10.9	03/03/2022
10.10	Agreement with Dan Claycamp appointing him as Chief Operating Officer dated February 1, 2021	S-1	10.10	03/03/2022
10.11	Stock Cancellation Agreement dated January 13, 2022	8-K	10.12	02/03/2022
10.12	Loan/Convertible Debenture dated January 11, 2022	S-1	10.12	06/02/2022
10.13	Uganda Investment Authority Investment License dated November 5, 2021	S-1	10.13	06/02/2022
10.14	Supply and Installation Contract for Green Hygienics Holdings Inc. dated January 12, 2022	S-1	10.14	06/02/2022
10.15	Common Stock Purchase Agreement between the Company and Albert Mardikian	8-K	10.1	08/10/2022
10.16	Addendum to Common Stock Purchase Agreement	8-K	10.2	08/10/2022
10.17	Common Stock Purchase Agreement between the Company and Alpha Ventures LLC	8-K	10.1	08/24/2022
10.18	Common Stock Purchase Agreement between the Company and Garan SAS Di Serapian Aradavast Carlo & Co.	8-K	10.1	09/22/2022
10.19	Common Stock Purchase Agreement between the Company and Hagop Istanboulli	8-K	10.2	09/22/2022
10.20	Common Stock Purchase Agreement between the Company and Rafi Istanboulli	8-K	10.3	09/22/2022
10.21	Common Stock Purchase Agreement between the Company and Chant Istanboulli	8-K	10.4	09/22/2022
10.22	Common Stock Purchase Agreement between the Company and Jack Koumjian	8-K	10.5	09/22/2022
14.1	Code of Ethics	10-K	14.1	12/14/2022
21.1	List of Subsidiaries	10-K	21.1	12/14/2022
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer				x
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer				x
32.1	Section 1350 Certification of Principal Executive Officer				x
32.2	Section 1350 Certification of Principal Financial Officer				x
99.5	Audit Committee Charter	10-K	99.5	12/14/2022
101.INS	Inline XBRL Instance Document.				x
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				x
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				x
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				x
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				x
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				x
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				x

109

Table of Contents

SIGNATURES

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

	ASTRA ENERGY, INC.

Date: ~~July 18, 2023~~January 31, 2024		/s/ ~~Kermit Harris~~Ronald Loudoun
		~~Kermit Harris~~Ronald Loudoun
		~~President, Secretary~~CEO and ~~Treasurer~~
		Director
		(Principal Executive Officer)

Date: ~~July 18, 2023~~January 31, 2024		/s/ Rachel Boulds
		Rachel Boulds
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)

1110

PART I	FINANCIAL INFORMATION		F-1

ITEM 1	Financial Statements (unaudited)		F-1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		87
ITEM 4.	Controls and Procedures		7

PART II		OTHER INFORMATION	8

~~PART II OTHER INFORMATION~~		9
ITEM 1.	Legal Proceedings		98
ITEM 1A.	Risk Factors		98
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		98
ITEM 3.	Defaults Upon Senior Securities		98
ITEM 4.	Mine Safety Disclosures		98
ITEM 5.	Other Information		98
ITEM 6.	Exhibits		109

SIGNATURES			1110

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended May 31,						For the Nine Months Ended May 31,
	2023			2022			2023			2022
Revenue	$	—		$	—		$	—		$	25,000

Operating Expenses:
General and administrative		36,362			27,527			117,299			98,836
Business development		124,152			103,050			564,344			510,926
Consulting - related party		2,500			15,000			3,460			45,000
Executive compensation		57,000			64,500			1,677,000			433,500
Stock compensation-consulting		8,000			—			443,400			595,000
Total operating expenses		228,014			210,077			2,805,503			1,683,762

Loss from operations		(228,014	)		(210,077	)		(2,805,503	)		(1,658,762	)

Other expense:
Foreign exchange		4,684			—			4,319			—
Interest expense		(19,094	)		(210	)		(26,967	)		(420	)
Loss on issuance of convertible debt		—			—			(36,242	)		—
Change in fair value of derivative		20,597			—			(9,664	)		—
Total other expense		6,187			(210	)		(68,554	)		(420	)

Loss before income taxes		(221,827	)		(210,287	)		(2,874,057	)		(1,659,182	)

Provision for income taxes		—			—			—			—

Net Loss	$	(221,827	)	$	(210,287	)	$	(2,874,057	)	$	(1,659,182	)

Net loss per share, basic and diluted and diluted	$	(0.00	)	$	(0.00	)	$	(0.05	)	$	(0.04	)

Weighted average common shares outstanding, basic and diluted		66,141,482			45,455,540			61,536,642			44,452,324

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Nine Months Ended May 31,
	2023			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(2,874,057	)	$	(1,659,182	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related party		1,506,000			240,000
Stock based compensation		420,900			595,500
Debt discount amortization		20,197			—
Loss on issuance of convertible debt		36,242			—
Change in fair value of derivative		9,664			—
Changes in assets and liabilities:
Inventory		—			(106,913	)
Agreement receivable		—			(179,385	)
Accounts payable		71,512			56,833
Accounts payable – related party		97,900			180,800
Due to related party		(59,984	)		—
Customer deposits		150,000			—
Accrued interest		2,524			420
Net Cash Used in Operating Activities		(619,102	)		(871,927	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debenture		—			20,000
Proceeds from note payable		100,000			—
Proceeds from convertible note payable		65,000			—
Common stock issued for cash		264,500			773,000
Net Cash Provided by Financing Activities		429,500			793,000

Net Change in Cash		(189,602	)		(78,927	)
Cash at Beginning of period		198,899			94,765
Cash at End of period	$	9,297		$	15,838

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

Supplemental disclosure of non-cash investing activity:
Common stock issued for inventory	$	—		$	75,000
Common stock issued for investment in subsidiary	$	3,000,000		$	—
Common stock issued for prepayment of acquisition	$	6,687,912		$	—
Establish right of use asset	$	4,818,470		$	—

Balance at August 31, 2022	$	—
Increase to derivative due to new issuances		101,242
Decrease to derivative due to conversions		—
Derivative loss due to mark to market adjustment		9,664
Balance at May 31, 2023	$	110,906

Inputs	May 31, 2023			Initial Valuation
Stock price	$	0.16		$	0.21
Conversion price	$	0.0845		$	0.121
Volatility (annual)		271.38	%		246.6	%
Risk-free rate		5.32	%		4.91	%
Dividend rate		–			–
Years to maturity		0.71			1

For the year ended August 31:
2023	$	—
2024		167,614
2025		167,614
2026		167,614
2027		167,614
Thereafter		4,860,806
Total payments		5,531,262
Less: imputed interest		(712,792	)
Lease liability as of May 31, 2023	$	4,818,470

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Weighted Average Fair Value
Outstanding, August 31, 2022		2,326,000	$	1.00		2.00	$	1.40
Granted		529,000	$	3.01		5.65	$	0.37
Outstanding, May 31, 2023		2,855,000	$	1.00		1.09	$	1.20

August 31, 2022
	As Reported			Adjusted			As Restated
ASSETS
Current assets:
Cash	$	198,899		$	—		$	198,899
Prepaid stock for acquisition		27,026,000			(17,325,000	)		9,701,000
Other receivable-related party		194,520			—			194,520
Total Assets	$	27,419,419		$	(17,325,000	)	$	10,094,419

LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	49,344		$	—		$	49,344
Accounts payable- related parties		107,200			—			107,200
Due to a related party		270,185			—			270,185
Accrued interest payable		630			—			630
Debenture payable		20,000			—			20,000
Total Liabilities		447,359			—			447,359

Stockholders' Deficit:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding		8			—			8
Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding		-			—			—
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; 304,558 shares issued and outstanding		305			—			305
Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding		—			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023		57,856			(7,500	)		50,356
Stock subscriptions receivable (Note 13)		(5,000	)		—			(5,000)
Common stock to be issued		20,000			—			20,000
Additional paid-in capital		59,421,878			(17,317,500	)		42,104,378
Accumulated deficit		(32,523,735	)		—			(32,523,735)
Total Stockholders’ Equity		26,972,060			(17,325,000	)		9,647,060

Total Liabilities and Stockholders’ Equity	$	27,419,419		$	(17,325,000	)	$	10,094,419