Cover
Cover - shares | 9 Months Ended | |
May 31, 2022 | Jul. 12, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | ASTRA ENERGY, INC. | |
Entity Central Index Key | 0001231339 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | May 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 45,455,540 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52205 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-3113571 | |
Entity Address Address Line 1 | 9565 Waples Street | |
Entity Address Address Line 2 | Suite 200 | |
Entity Address City Or Town | San Diego | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92121 | |
City Area Code | 1-800 | |
Local Phone Number | 705-2919 | |
Security 12b Title | Common | |
Trading Symbol | ASRE | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Current assets: | ||
Cash | $ 15,838 | $ 94,765 |
Inventory-Solar panels | 181,913 | 0 |
Agreement receivable (Note 1) | 179,385 | 0 |
Total current assets | 377,136 | 94,765 |
Total Assets | 377,136 | 94,765 |
Current liabilities: | ||
Accounts payable | 151,403 | 94,570 |
Accrued interest payable | 420 | 0 |
Accounts payable-related parties | 230,800 | 50,000 |
Debenture payable (Note 5) | 20,000 | 0 |
Total current liabilities | 402,623 | 144,570 |
Total Liabilities | 402,623 | 144,570 |
Commitments and contingencies | 0 | 0 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 45,455,540 and 42,549,540 shares issued and outstanding, respectively | 45,456 | 42,550 |
Stock subscriptions receivable (Note 8) | (5,000) | (100,000) |
Common stock to be issued | 0 | 100,000 |
Additional paid-in capital | 31,481,368 | 29,795,766 |
Accumulated deficit | (31,548,372) | (29,889,190) |
Total Stockholders' Deficit | (25,487) | (49,805) |
Total Liabilities and Stockholders' Deficit | 377,136 | 94,765 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 305 | 305 |
Series A1 Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 8 | 16 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock, value | $ 748 | $ 748 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 45,455,540 | 42,549,540 |
Common stock, shares outstanding | 45,455,540 | 42,549,540 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 380,000 | 380,000 |
Preferred stock, shares issued | 304,558 | 304,558 |
Preferred stock, shares outstanding | 304,558 | 304,558 |
Liquidation preference | $ 14,618,784 | $ 14,618,784 |
Series A1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 1 |
Preferred stock, shares outstanding | 0 | 1 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,774 | 15,774 |
Preferred stock, shares outstanding | 7,774 | 15,774 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 207 | 207 |
Preferred stock, shares issued | 207 | 207 |
Preferred stock, shares outstanding | 207 | 207 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 747,870 | 747,870 |
Preferred stock, shares outstanding | 747,870 | 747,870 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2022 | May 31, 2021 | May 31, 2022 | May 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 25,000 | $ 0 |
Operating Expenses: | ||||
General and administrative | 47,343 | 27,527 | 98,836 | 69,134 |
Business development | 35,000 | 103,050 | 510,926 | 37,000 |
Consulting - related party | 15,000 | 15,000 | 45,000 | 40,000 |
Executive compensation | 57,297 | 64,500 | 433,500 | 392,797 |
Stock compensation - Consulting | 167,000 | 0 | 595,500 | 185,750 |
Total operating expenses | 321,640 | 210,077 | 1,683,762 | 724,681 |
Loss from operations | (321,640) | (210,077) | (1,658,762) | (724,681) |
Other expenses: | ||||
Interest expense | 0 | (210) | (420) | 0 |
Total other expense | 0 | (210) | (420) | 0 |
Loss before provision for income taxes | (321,640) | (210,287) | (1,659,182) | (724,681) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (321,640) | $ (210,287) | $ (1,659,182) | $ (724,681) |
Net loss per share, basic and diluted | $ (0.03) | $ 0 | $ (0.04) | $ (0.05) |
Weighted average shares outstanding, basic and diluted | 13,578,180 | 45,455,540 | 44,452,324 | 13,578,180 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Common Stock | Stock Subscription Receivable | Additional Paid-In Capital | Accumulated Deficit | Common Stock To Be Issued | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series A1 Preferred Stock |
Balance, shares at Aug. 31, 2020 | 4,674,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Aug. 31, 2020 | $ (49,656) | $ 4,675 | $ 0 | $ 28,777,141 | $ (28,832,541) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Common stock issued for Services - related party, shares | 4,800,000 | ||||||||||
Common stock issued for Services - related party, amount | 40,000 | $ 4,800 | 35,200 | ||||||||
Common stock issued for services, shares | 1,200,000 | ||||||||||
Common stock issued for services, amount | 10,000 | $ 1,200 | 8,800 | ||||||||
Common stock issued for cash -related party, shares | 1,500,000 | ||||||||||
Common stock issued for cash -related party, amount | 12,500 | $ 1,500 | 11,000 | ||||||||
Common stock issued for cash, shares | 18,090,000 | ||||||||||
Common stock issued for cash, amount | 53,500 | $ 18,090 | (125,000) | 160,410 | |||||||
Net loss | (97,397) | (97,397) | |||||||||
Balance, shares at Nov. 30, 2020 | 30,264,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Nov. 30, 2020 | (31,053) | $ 30,265 | (125,000) | 28,992,551 | (28,929,938) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Balance, shares at Aug. 31, 2020 | 4,674,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Aug. 31, 2020 | (49,656) | $ 4,675 | 0 | 28,777,141 | (28,832,541) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Net loss | (1,659,182) | ||||||||||
Balance, shares at May. 31, 2021 | 40,794,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at May. 31, 2021 | (1,337) | $ 40,795 | (100,000) | 29,614,021 | (29,557,222) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Balance, shares at Nov. 30, 2020 | 30,264,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Nov. 30, 2020 | (31,053) | $ 30,265 | (125,000) | 28,992,551 | (28,929,938) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Common stock issued for Services - related party, shares | 1,050,000 | ||||||||||
Common stock issued for Services - related party, amount | 227,500 | $ 1,050 | 226,450 | ||||||||
Common stock issued for cash -related party, shares | 6,000,000 | ||||||||||
Common stock issued for cash -related party, amount | 50,000 | $ 6,000 | 44,000 | ||||||||
Common stock issued for cash, shares | 4,320,000 | ||||||||||
Common stock issued for cash, amount | 20,000 | $ 4,320 | (25,000) | 40,680 | |||||||
Net loss | (305,644) | (305,644) | |||||||||
Common stock cancelled - related party, shares | (3,000,000) | ||||||||||
Common stock cancelled - related party, amount | $ (3,000) | 3,000 | |||||||||
Balance, shares at Feb. 28, 2021 | 38,634,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Feb. 28, 2021 | (39,197) | $ 38,635 | (150,000) | 29,306,681 | (29,235,582) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Common stock issued for Services - related party, amount | 167,000 | $ 450 | 166,550 | ||||||||
Common stock issued for services, shares | 450,000 | ||||||||||
Common stock issued for cash, shares | 1,710,000 | ||||||||||
Common stock issued for cash, amount | 192,500 | $ 1,710 | 50,000 | 140,790 | |||||||
Net loss | (321,640) | (321,640) | |||||||||
Balance, shares at May. 31, 2021 | 40,794,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at May. 31, 2021 | (1,337) | $ 40,795 | (100,000) | 29,614,021 | (29,557,222) | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 | |
Balance, shares at Aug. 31, 2021 | 42,549,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Aug. 31, 2021 | (49,805) | $ 42,550 | (100,000) | 29,795,766 | (29,889,190) | $ 100,000 | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 |
Common stock issued for Services - related party, amount | 45,000 | $ 200 | 44,800 | ||||||||
Net loss | (512,692) | (512,692) | |||||||||
Common stock issued for services - related party, shares | 200,000 | ||||||||||
Common stock issued for services, shares | 50,000 | ||||||||||
Common stock issued for services, amount | 25,500 | $ 50 | 25,450 | ||||||||
Common stock issued for cash, shares | 1,281,000 | ||||||||||
Common stock issued for cash, amount | 648,000 | $ 1,281 | 87,500 | 639,219 | (80,000) | ||||||
Balance, shares at Nov. 30, 2021 | 44,080,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Nov. 30, 2021 | 156,003 | $ 44,081 | (12,500) | 30,505,235 | (30,401,882) | 20,000 | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 |
Balance, shares at Aug. 31, 2021 | 42,549,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Aug. 31, 2021 | (49,805) | $ 42,550 | (100,000) | 29,795,766 | (29,889,190) | 100,000 | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 |
Net loss | (724,681) | ||||||||||
Balance, shares at May. 31, 2022 | 45,455,540 | 7,774 | 207 | 747,870 | 304,558 | 0 | |||||
Balance, amount at May. 31, 2022 | (25,487) | $ 45,456 | (5,000) | 31,481,368 | (31,548,372) | 0 | $ 8 | $ 0 | $ 748 | $ 305 | $ 0 |
Balance, shares at Nov. 30, 2021 | 44,080,540 | 15,774 | 207 | 747,870 | 304,558 | 1 | |||||
Balance, amount at Nov. 30, 2021 | 156,003 | $ 44,081 | (12,500) | 30,505,235 | (30,401,882) | 20,000 | $ 16 | $ 0 | $ 748 | $ 305 | $ 0 |
Common stock issued for Services - related party, amount | 195,000 | $ 250 | 194,750 | ||||||||
Net loss | (936,203) | (936,203) | |||||||||
Common stock issued for services, shares | 700,000 | ||||||||||
Common stock issued for services, amount | 570,000 | $ 700 | 569,300 | ||||||||
Common stock issued for cash, shares | 275,000 | ||||||||||
Common stock issued for cash, amount | 107,500 | $ 275 | (10,000) | 137,225 | (20,000) | ||||||
Common stock issued for services - related party, shares | 250,000 | ||||||||||
Common stock issued for inventory, shares | 150,000 | ||||||||||
Common stock issued for inventory, amount | 75,000 | $ 150 | 74,850 | ||||||||
Preferred shares cancelled, shares | (8,000) | (1) | |||||||||
Preferred shares cancelled, amount | 8 | $ (8) | |||||||||
Balance, shares at Feb. 28, 2022 | 45,455,540 | 7,774 | 207 | 747,870 | 304,558 | 0 | |||||
Balance, amount at Feb. 28, 2022 | 167,300 | $ 45,456 | (22,500) | 31,481,368 | (31,338,085) | 0 | $ 8 | $ 0 | $ 748 | $ 305 | $ 0 |
Net loss | (210,287) | (210,287) | |||||||||
Common stock issued for cash | 17,500 | 17,500 | |||||||||
Balance, shares at May. 31, 2022 | 45,455,540 | 7,774 | 207 | 747,870 | 304,558 | 0 | |||||
Balance, amount at May. 31, 2022 | $ (25,487) | $ 45,456 | $ (5,000) | $ 31,481,368 | $ (31,548,372) | $ 0 | $ 8 | $ 0 | $ 748 | $ 305 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2022 | May 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (724,681) | $ (1,659,182) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation - related party | 266,550 | 240,000 |
Stock based compensation | 176,450 | 595,500 |
Common stock subscribed | (100,000) | 0 |
Changes in assets and liabilities: | ||
Prepaids | (1,226) | 0 |
Inventory | 0 | (106,913) |
Agreement receivable | 0 | (179,385) |
Accounts payable | 3,667 | 56,833 |
Accounts payable - related party | 44,251 | 180,800 |
Accruals - related party | (43,489) | 0 |
Accrued interest | 0 | 420 |
Net Cash Used in Operating Activities | (378,478) | (871,927) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debenture | 0 | 20,000 |
Common stock issued for cash | 367,500 | 773,000 |
Common stock issued for cash - related party | 62,500 | 0 |
Net Cash Provided by Financing Activities | 430,000 | 793,000 |
Net Change in Cash | 51,522 | (78,927) |
Cash at Beginning of period | 0 | 94,765 |
Cash at End of period | 51,522 | 15,838 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing activity: | ||
Common stock issued for inventory | $ 0 | $ 75,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
May 31, 2022 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000. A Certificate of Amendment was filed on May 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc. The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector. On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020. On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split. On September 21, 2021, the Company established itself in Uganda through the incorporation of a wholly owned subsidiary called Astra Energy Africa - SMC Limited (“Astra Energy Africa”). On November 5, 2021, Astra Energy Africa was issued an Investment License by the Uganda Investment Authority. The term of the license is for a period of 5 years. On October 12, 2021, the Company incorporated a subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda. On November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc. (collectively, the "Borrower"). Pursuant to the agreement, the Company has to date advanced $179,385 to assist Regreen in completing equipment testing. All advances made by the Company are at their sole discretion. It is a unilateral option to do so and at any time the Company may choose to discontinue to contribute further. As consideration for supporting the pilot project the Company will receive Exclusivity in the following regions in perpetuity to deploy the technology: Africa, Jamaica, Brazil and Canada. The Company will have priority in terms for equipment supply delivery. To have exclusivity and priority, the Company shall have advanced a minimum of $500,000 USD towards Borrower’s pilot project in Huntington Beach, California. The maturity date shall be 1 year from the Issue Date (the “Maturity Date”) and is the date upon which the remaining unpaid principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. If ahead of the maturity date the Borrower sells any equipment or generates revenue from its operations related to this technology the Promissory Note will be paid out from first proceeds in advance of the Maturity Date. Any amount of principal or interest on the Promissory Note shall bear interest at the rate of 10% on the outstanding balance (“Interest”). Interest shall commence accruing on the date of the issuance of the Promissory Note. Partial payments or full payments may be made at any time during the term of the Promissory Note by way of direct wire, from a third-party sale of existing inventory or otherwise. Notwithstanding any other provision any unpaid balance shall be paid no later than one year. On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, 2022. 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, 2021. 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 has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation. To date, there has been no activity in any of the subsidiaries. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended May 31, 2022. Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of May 31, 2022 and August 31, 2021. 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. During the nine months ended May 31, 2022, the Company acquired solar panels for resale. Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) 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 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. For the period ended May 31, 2022, the Company has 10,667 potentially dilutive shares from Series A preferred stock and 380,698 potentially dilutive shares from the Series D preferred stock. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
May 31, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN As reflected in the unaudited financial statements, the Company has an accumulated deficit of $31,548,372 as of May 31, 2022, and minimal 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. In order to continue as a going concern, the Company is planning to secure its financial capital in various ways. It will finance its operations initially through shareholder loans from the principals and through private placement investment offerings. The Company may decide to finance its project development stage by way of an equity offering by issuing shares or by engaging venture capital firms that invest in early-stage companies. Venture capital firms may do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees. The company will also look to develop a relationship with a bank or a number of banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds. If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital. Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
May 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS On November 15, 2021, the Company entered into a services agreement with a director of a wholly-owned subsidiary, whereby the Company agreed to issue 50,000 common shares upon execution of the Agreement. The shares were valued at $0.75 for total non-cash compensation of $37,500. During the nine months ended May 31, 2022, the Company issued 150,000 shares at a value of $7,500 to the Corporate Communications Officer pursuant to a services agreement dated January 1, 2021. The shares were valued based on the closing stock price on the date of grant. During the nine months ended May 31, 2022, the Company issued 250,000 shares at a value of $195,000 to the Chief Operating Officer pursuant to a services agreement dated February 1, 2021. The shares were valued based on the closing stock price on the date of grant. During the nine months ended May 31, 2022, the Company accrued $45,000 in fees to the President. The Company owes $57,500 to the President at May 31, 2022. During the nine months ended May 31, 2022, the Company paid $90,000 in fees to the Chief Operating Officer. During the nine months ended May 31, 2022, the Company paid $18,000 in fees to the Chief Financial Officer. During the nine months ended May 31, 2022, the Company paid $18,000 in fees to the Corporate Secretary. During the nine months ended May 31, 2022, the President loaned $8,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand. During the nine months ended May 31, 2022, the Chief Operating Officer loaned $155,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand. |
CONVERTIBLE DEBENTURE
CONVERTIBLE DEBENTURE | 9 Months Ended |
May 31, 2022 | |
CONVERTIBLE DEBENTURE | |
CONVERTIBLE DEBENTURE | NOTE 5 – CONVERTIBLE DEBENTURE On January 11, 2022, the Company entered into a Convertible Debenture, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Debenture can be converted any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
May 31, 2022 | |
PREFERRED STOCK | |
PREFERRED STOCK | NOTE 6 – PREFERRED STOCK Series A Convertible Preferred The Series A Convertible Preferred have a conversion rate of $0.75 per share and voting rights on an as converted basis. The holders of record of shares of Series A Preferred Stock are entitled to receive, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, dividends at the rate of 8% per annum in shares of our common stock. On January 19, 2022, 8,000 shares of Series A Preferred Stock were cancelled. The shares were cancelled at the direction of the holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding. Series A1 Preferred On April 24, 2020, the Company created and filed a Certificate of Designation for one share of Series A1 Preferred Stock, par value $0.0001. On January 21, 2022 the board of directors of the Company changed the designation of Series A1 by eliminating its conversion and voting rights. On January 13, 2022, the Company and the sole shareholder of the Series A1 Preferred share entered into a share cancellation agreement, whereby, the sole shareholder of the Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding. Series B Preferred The Company has authorized 100,000 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series B shares are not entitled to dividends or liquidation preferences and have no voting rights. Series C Preferred The Company has authorized 1,000,000 shares of Series C Preferred Stock. Each share of Series C is convertible into one fully paid and nonassessable share of our common stock at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series D Preferred The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that may affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares may, at the holder’s option, elect to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of (i) the stated value ($40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price, which initially is $0.80 per share, subject to certain adjustments. In the event of our liquidation, dissolution or winding up, the holders shall be entitled to receive, out of the assets of the Company available for distribution, an amount equal to the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
May 31, 2022 | |
COMMON STOCK | |
COMMON STOCK | NOTE 7 – COMMON STOCK The Company affected a forward stock split of 3 for 1 on September 15, 2021, which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these financial statements have been retroactively adjusted to reflect the forward split. During the nine months ended May 31, 2022, the Company sold 1,556,000 Units of its common stock at $0.50, for total cash proceeds of $755,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock. During the nine months ended May 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services for total non-cash compensation of $25,500. The shares were valued based on the closing stock price on the date of grant. During the nine months ended May 31, 2022, the Company issued 200,000 common shares at a price of $0.90 per share in exchange for services for total non-cash compensation of $180,000. The shares were valued based on the closing stock price on the date of grant. During the nine months ended May 31, 2022, the Company issued 500,000 common shares at a price of $0.78 per share in exchange for services for total non-cash compensation of $390,000. The shares were valued based on the closing stock price on the date of grant. During the nine months ended May 31, 2022, the Company issued 150,000 common shares at a price of $0.50 per share in exchange for inventory. The shares were valued based on the price at which the Company was completing private placements and upon mutual agreement by the Company and the creditor. Refer to Note 4 for related party transactions. |
STOCK SUBSCRIPTIONS RECEIVABLE
STOCK SUBSCRIPTIONS RECEIVABLE | 9 Months Ended |
May 31, 2022 | |
STOCK SUBSCRIPTIONS RECEIVABLE | |
STOCK SUBSCRIPTIONS RECEIVABLE | NOTE 8 – STOCK SUBSCRIPTIONS RECEIVABLE During the nine months ended May 31, 2022, the Company issued 10,000 common shares pursuant to a Share Subscription Agreement in exchange for $5,000. The shares are included in the total number of shares issued and outstanding at May 31, 2022. |
WARRANTS
WARRANTS | 9 Months Ended |
May 31, 2022 | |
WARRANTS | |
WARRANTS | NOTE 9 – WARRANTS During the nine months ended May 31, 2022, the Company sold 1,281,000 Units of its common stock at $0.50, for total cash proceeds of $640,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock. The aggregate fair value of the 1,281,000 warrants, totaled $992,775 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 0.52% risk free rate, 761% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days. During the nine months ended May 31, 2022, the Company sold 275,000 Units of its common stock at $0.50, for total cash proceeds of $137,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock. The aggregate fair value of the 275,000 warrants, totaled $214,500 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 1.44% risk free rate, 761% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding, August 31, 2021 - $ - - Granted 1,281,000 $ 1.00 2.00 Granted 275,000 $ 1.00 2.00 Outstanding, May 31, 2022 1,556,000 $ 1.00 1.54 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May 31, 2022 | |
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, 2022. 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, 2021. |
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 has the ability to affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation. To date, there has been no activity in any of the subsidiaries. |
Reclassifications | Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended May 31, 2022. |
Cash and Cash Equivalents | The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of May 31, 2022 and August 31, 2021. |
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. During the nine months ended May 31, 2022, the Company acquired solar panels for resale. |
Stock-based Compensation | We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) |
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 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. For the period ended May 31, 2022, the Company has 10,667 potentially dilutive shares from Series A preferred stock and 380,698 potentially dilutive shares from the Series D preferred stock. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss. |
Recently Issued Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
May 31, 2022 | |
WARRANTS | |
Outstanding granted | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding, August 31, 2021 - $ - - Granted 1,281,000 $ 1.00 2.00 Granted 275,000 $ 1.00 2.00 Outstanding, May 31, 2022 1,556,000 $ 1.00 1.54 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 01, 2021 | Oct. 12, 2021 | Sep. 21, 2021 | |
License term | 5 years | ||
Subsidiary ownership percentage | 80% | ||
Interest rate on promissory note | 10% | ||
Description of advance | the Company shall have advanced a minimum of $500,000 USD towards Borrower’s pilot project in Huntington Beach, California. The maturity date shall be 1 year from the Issue Date (the “Maturity Date”) | ||
Regreen Technologies Inc [Member] | |||
Advanced payment | $ 179,385 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
May 31, 2022 shares | |
Series A Preferred Stock | |
Potentially dilutive shares | 10,667 |
Series D Preferred Stock | |
Potentially dilutive shares | 380,698 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | May 31, 2022 USD ($) |
GOING CONCERN | |
Accumulated deficit | $ 31,548,372 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 15, 2021 | Feb. 28, 2022 | Nov. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | May 31, 2022 | |
Stock issued upon service, amount | $ 195,000 | $ 45,000 | $ 167,000 | $ 227,500 | $ 40,000 | ||
January 1, 2021 [Member] | |||||||
Stock issued upon service, share | 150,000 | ||||||
Stock issued upon service, amount | $ 7,500 | ||||||
Director [Member] | |||||||
Stock issued upon service, share | 50,000 | ||||||
Stock issued upon service, amount | $ 37,500 | ||||||
Share price | $ 0.75 | ||||||
Chief Operating Officer [Member] | |||||||
Fees paid | 90,000 | ||||||
Proceeds from related party | $ 155,000 | ||||||
Chief Operating Officer [Member] | February 1, 2021 [Member] | |||||||
Stock issued upon service, share | 250,000 | ||||||
Stock issued upon service, amount | $ 195,000 | ||||||
President [Member] | |||||||
Proceeds from related party | 8,000 | ||||||
Accrued fee | 45,000 | ||||||
Amount owed to | 57,500 | ||||||
Chief Financial Officer [Member] | |||||||
Fees paid | 18,000 | ||||||
Corporate Secretary [Member] | |||||||
Fees paid | $ 18,000 |
CONVERTIBLE DEBENTURE (Details
CONVERTIBLE DEBENTURE (Details Narrative) | Jan. 11, 2022 USD ($) $ / shares |
CONVERTIBLE DEBENTURE | |
Convertible debt payable | $ | $ 20,000 |
Debt interest rate | 8% |
Debenture converted description | The Debenture can be converted any time within 2 years |
Conversion price | $ / shares | $ 1 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 9 Months Ended | |
May 31, 2022 | Apr. 24, 2020 | |
Preferred stock stated value | $ 40 | |
Series A Preferred Stock | ||
Cancelled Shares | 8,000 | |
Remaining outstanding shares | 7,774 | |
Series B Preferred Stock | ||
Exercised term | 5 years | |
Preferred stock, shares authorized | 100,000 | |
Series C Preferred Stock | ||
Conversion price | $ 1.20 | |
Preferred stock, shares authorized | 1,000,000 | |
Exercised term | 5 years | |
Series D Preferred Stock | ||
Preferred stock stated value | $ 40 | |
Conversion price | $ 0.80 | |
Preferred stock, shares authorized | 380,000 | |
Series A Convertible Preferred | ||
Conversion price | $ 0.75 | |
Preferred stock dividends rate | 8% | |
Series A1 Preferred [Member] | ||
Preferred stock, par value | $ 0.0001 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 15, 2021 | May 31, 2022 | May 31, 2021 | Aug. 31, 2021 | |
Forward stock split | stock split of 3 for 1 | |||
Common stock sold | 1,556,000 | |||
Share sold price per share | $ 0.50 | |||
Proceeds from sale of stock | $ 755,500 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Non-cash compensation | $ 176,450 | $ 595,500 | ||
Private Placement [Member] | ||||
Common stock, par value | $ 0.50 | |||
Common share issued for inventory | 150,000 | |||
Stock 1 [Member] | ||||
Common stock, par value | $ 0.51 | |||
Common share issued for services | 50,000 | |||
Non-cash compensation | $ 25,500 | |||
Stock 2 [Member] | ||||
Common stock, par value | $ 0.90 | |||
Common share issued for services | 200,000 | |||
Non-cash compensation | $ 180,000 | |||
Stock 3 [Member] | ||||
Common stock, par value | $ 0.78 | |||
Common share issued for services | 500,000 | |||
Non-cash compensation | $ 390,000 |
STOCK SUBSCRIPTIONS RECEIVABLE
STOCK SUBSCRIPTIONS RECEIVABLE (Details Narrative) - USD ($) | May 31, 2022 | Aug. 31, 2021 |
STOCK SUBSCRIPTIONS RECEIVABLE | ||
Subscription receivable, amount | $ 5,000 | $ 100,000 |
Subscription receivable, share | 10,000 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
May 31, 2022 $ / shares shares | |
WARRANTS | |
Number of Warrants Outstanding, beginning | shares | 0 |
Number of Warrants Granted | shares | 1,281,000 |
Number of Warrants Granted 1 | shares | 275,000 |
Number of Warrants Outstanding, ending | shares | 1,556,000 |
Weighted Average Exercise Price Oustanding, beginning | $ / shares | $ 0 |
Weighted Average Exercise Price Granted | $ / shares | 1 |
Weighted Average Exercise Price Granted 1 | $ / shares | 1 |
Weighted Average Exercise Price Oustanding, ending | $ / shares | $ 1 |
Weighted Average Remaining Contract Term Granted | 2 years |
Weighted Average Remaining Contract Term Granted 1 | 2 years |
Weighted Average Remaining Contract Term Outstanding, ending | 1 year 6 months 14 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) | 9 Months Ended |
May 31, 2022 USD ($) $ / shares shares | |
Scenario 1 [Member] | |
Common stock sold, share | shares | 1,281,000 |
Common stock sold, amount | $ | $ 640,500 |
Share price | $ / shares | $ 0.50 |
Aggregate fair value of common stock sold | $ | $ 992,775 |
Exercise price | $ / shares | $ 1 |
Risk free interest rate | 0.52% |
Volatility rate | 761% |
Expected term | 2 years |
Warrant exercise description | 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. |
Scenario 2 [Member] | |
Common stock sold, share | shares | 275,000 |
Common stock sold, amount | $ | $ 137,500 |
Share price | $ / shares | $ 0.50 |
Aggregate fair value of common stock sold | $ | $ 214,500 |
Exercise price | $ / shares | $ 1 |
Risk free interest rate | 1.44% |
Volatility rate | 761% |
Expected term | 2 years |
Warrant exercise description | 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. |