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 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 and power amplification and in the clean and renewable 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. As of November 30, 2024, there has been no operating activities in these subsidiaries. On October 12, 2021, the Company incorporated a 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 August 13, 2024, the name of the subsidiary was changed to Regen Waste Management 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 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc. 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. As of August 31, 2023, the Company had acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company. In September 2023, the Company acquired exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator in exchange for 5 million common shares of the Company. On March 8, 2024, the Company entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron"). Pursuant to the terms of the Agreement, the Company and Powertron will create a new entity (“Newco”), to hold the Patents related to the processing of waste to energy, which will be assigned from Regreen Technologies, Inc. to Newco. Pursuant to the terms of the Agreement, the Company has received $750,000 in cash with remaining consideration of $4 million in cash and 4 million shares of common stock of Newco. As of November 30, 2024, there were no JV operations in place. On June 3, 2024, the Company through its subsidiary A-HES Power Co. entered into a Joint Venture Agreement (the "Agreement") with a multinational corporation (the "Client"), collectively (the "Parties"). Pursuant to the terms of the agreement the Company received a $750,000 deposit towards the manufacture and installation of a one-megawatt Holcomb Energy Systems Inline Power Generator as a pilot unit for a date center with the intention that it will lead to further business. The Parties have agreed to a confidential split of the gross revenue derived from the power savings and/or power magnification. As of November 30, 2024, there were no JV operations in place. On July 30, 2024, the Company incorporated a subsidiary in Kenya called Astra Clean and Renewable Projects Limited. The Company is owned 90% by Astra Energy Inc. and 10% by Robert Kennedy Okongo, of Nairobi, Kenya. On October 21, 2024, the Company, through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the "Agreement") with a large multinational oil and gas corporation based in Dubai, United Arab Emirates (the "Client"), collectively (the "Parties"). The Company entered into an Agreement to engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis. The products to which this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and the Self-Sustaining Power Plant (SSPP) for commercial use but not residential use, and the power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co. As of December 5, 2024, with regards to the Joint Venture Agreement entered into between the Company and Powertron Global LLC on March 8, 2024, the Company has not agreed to a further extension after granting two successive 45-day extensions beyond the initial closing date at Powertron’s request. Both parties still have interest in working together and are in discussions on how best to proceed with a new transaction |