Astra Energy (ASRE) S-1IPO registration

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

{Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

9565 Waples Street, Suite 200

San Diego, CA 92121

 Issuers Telephone Number: (800) 705 2919

Company’s email: info@astraenergyinc.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Carl P. Ranno, Esq.

2733 East Vista Dr.

Phoenix, AZ 85032

Telephone 602-402-3615

Email carlranno@cox.net

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. ☒

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

PRELIMINARY PROSPECTUS

53,781,000 Shares

ASTRA ENERGY, INC.

Common Stock

This prospectus relates to the sale of up to 53,781,000 shares of our common stock, par value $0.001 per share.

These shares consist of the following.

In this public offering we, “Astra Energy, Inc.” are offering 5,000,000 Units which consists of one share of common stock and one warrant to purchase one share of our common stock within two years for $1.00.

Our selling shareholders are offering 43,781,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our officers and Directors. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 5,000,000 Units being offered herein by the Company. All of the shares being registered for sale by the Company will be sold at a fixed price of $0.50 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at various market prices for the duration of the Offering. Assuming all of the 5,000,000 Units being offered by the Company are sold, the Company will receive $2,500,000 in net proceeds. Assuming 3,750,000 Units (75%) being offered by the Company are sold, the Company will receive $1,750,000   in net proceeds. Assuming 2,500,000 Units (50%) being offered by the Company are sold, the Company will receive $1,250,000 in net proceeds. Assuming 1,250,000 Units (25%) being offered by the Company are sold, the Company will receive $625,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan.

None of the Company’s shareholders or management have plans to enter into any agreement resulting in a change of control of the Company, subsequent to this offering.

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

The Company is at this time trading on the OTC Pink Sheets with the symbol “ASRE” and intends to up list to OTCQB.

The Company estimates the costs of this offering at approximately $50,000. The Company intends to use available cash reserves to pay for any offering expenses. If insufficient funds are available, the Company’s officers and directors have informally agreed to cover any such expenses relating to this offering.

For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety. 

The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

On February 25, 2022, the last reported sale price of our common stock as reported on the OTC Bulletin Board was $0.78 per share.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 8 OF THIS PROSPECTUS BEFORE DECIDING TO PURCHASE OUR STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through February 25, 2023, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 The date of this prospectus is February 25, 2022.

PROSPECTUS SUMMARY

 You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Astra Energy, Inc, a Nevada corporation. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Astra Energy, Inc.

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

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

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

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

History

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

On August 24, 2020, the Company effected a reverse stock split of its authorized shares of common stock on a 1:50 basis. On August 24, 2020, the Company effected a reverse stock split of its authorized shares of Series A preferred stock on a 1:1,000 basis.

Our principal executive offices are located at 9565 Waples Street, Suite 200, San Diego, CA 92121. Our telephone number is (800) 705 2919. Our website is  www.astraenergyinc.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.

SUMMARY OF THE OFFERING 

________________ 

(1) The number of outstanding shares before the offering is based upon 45,455,540 common shares outstanding as of February 25, 2022, and the number of shares outstanding after this offering includes 10,000,000 shares of common stock issuable upon the exercise of the outstanding warrants included in the Unit.

Risk factors: You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the "Risk Factors" section beginning on page 6 of this prospectus before deciding whether or not to invest in shares of our common stock.

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the following risks, together with the financial and other information contained in this prospectus. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be adversely affected. In that case, the trading price of our common stock would likely decline, and you may lose all or a part of your investment.

Risks Relating to Our Business

Our business and future operations may be adversely affected by epidemics and pandemics, such as the recent COVID-19 outbreak.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of the country as a whole. For example, the recent outbreak of COVID-19, which has been declared by the World Health Organization to be a “pandemic,” has spread across the globe, including the United States of America. A health epidemic or pandemic or other outbreak of communicable diseases, such as the current COVID-19 pandemic, poses the risk that we, or potential business partners may be disrupted or prevented from conducting business activities for certain periods of time, the durations of which are uncertain, and may otherwise experience significant impairments of business activities, including due to, among other things, operational shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our customers or other business partners. While it is not possible at this time to estimate the impact that COVID-19 could have on our business, our customers, our potential customers, suppliers or other current or potential business partners, the continued spread of COVID-19, the measures taken by the local and federal government, actions taken to protect employees, and the impact of the pandemic on various business activities could adversely affect our results of operations and financial condition.

Risks Relating to our Organization and our Common Stock

Exercise of options and warrants and/or conversion of preferred stock will dilute your percentage of ownership. We may issue options to purchase or grant up to an aggregate of 5,000,000 shares of common stock pursuant to a Stock Grant/Option Plan. In the future, we may grant additional stock options, warrants and convertible securities. The exercise or conversion of stock options, warrants, preferred stock or convertible securities will dilute the percentage ownership of our other stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may be expected to exercise or convert them when we would be able to obtain additional equity capital on terms more favorable than these securities.

Difficulties we may encounter managing our growth could adversely affect our results of operations.

As our business needs expand, we may need to hire a significant number of employees. This expansion may place a significant strain on our managerial and financial resources. To manage the potential growth of our operations and personnel, we will be required to:

We may not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

If we lose key personnel or are unable to attract and retain additional qualified personnel, we may not be able to successfully manage our business and achieve our objectives. We believe our future success will depend upon our ability to retain our key management and we may not be successful in attracting, assimilating and retaining our employees in the future.

Our Stock Price May Be Volatile

The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have never paid nor; do we expect in the near future to pay dividends. We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future. Investors should not rely on an investment in our Company if they require income generated from dividends paid on our capital stock. Any income derived from our common stock would only come from rise in the market price of our common stock, which is uncertain and unpredictable.

We cannot predict how liquid the market for our common stock might become. The market liquidity for our common stock is not predictable. Since February 2018, our common stock has been quoted for trading on the OTC Bulletin Board Pink Sheets as Ocean Smart, Inc. with the symbol OCSM and since May 2020 as Astra Energy, Inc. trading on the OTC Bulletin Board Pink Sheets under the symbol ASRE. As soon as is practicable, we intend to apply for listing of our common stock on OTCBQ or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Bulletin Board Pink Sheets or suspended from the OTC Bulletin Board Pink Sheets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility. Furthermore, for companies whose securities are traded on the OTC Bulletin Board, it is more difficult (I) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

Our common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors.

Our common stock will be subject to Rules 15g-l through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and "accredited investors" (as defined in Rule 50l(a) of the Securities Act). For transactions covered by this rule, a broker- dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of our common stock.

Additionally, our common stock is subject to SEC regulations applicable to " penny stocks." Penny stocks include any non-Nasdaq equity security that bas a market price of less than $5.00 per share, subject to certain exceptions.

The regulations require that prior to any non-exempt buy/sell transaction in a penny stock; a disclosure schedule proscribe d by the SEC relating to the penny stock market must be delivered by a broker-dealer to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for our common stock. The regulations also require that monthly statements be sent to holders of a penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

Our common stock may be affected by limited trading volume and price fluctuation which could adversely impact the value of our common stock.

There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in  the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants or upon the conversion of our Preferred Stock, it could create an "overhang" and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity related securities in the future at a time and price that we deem reasonable or appropriate.

Investor relations activities, nominal "float" and supply and demand factors may affect the price of our stock.

The Company expects to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. The Company may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third parties based upon publicly available information concerning the Company. The Company does not intend to review or approve the content of such analysts' reports or other materials based upon analysts' own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. in addition, investors in the Company may, from time to time, also take steps to encourage investor awareness through similar activities that may be undertaken at the expense of the investors. Investor awareness activities may also be suspended or discontinued which may impact the trading market of our common stock.

The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump" activities may exist, such as rapid share price increases or decreases. We and our shareholders may be subject ed to enhanced regulatory scrutiny due to the small number of shareholders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Bulletin Board or the OTCQB Marketplace (Pink OTC) or pink sheets. Until such time as our restricted shares is registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, which will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of the outstanding common stock of the Company will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited factors such as thinly traded markets, small numbers of holders, and awareness campaigns as hallmarks of claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties' activities, or the small number of potential sellers or small percentage of stock in the "float," or determinations by purchasers or holders as to when or under what circumstances or at what price s they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

Risks Related to Our Industry

We face intense competition.

We anticipate intense competition across all markets for our products and services. Although we believe our business and product portfolio contains some competitive advantage, our competitors that are focused on narrower product lines may be more effective in devoting technical, marketing, and financial resources to compete with us. In addition, barriers to entry in our businesses generally are low end products.

These competitive pressures may result in decreased sales volumes, price reductions, and/or increased operating costs, such as for marketing and sales incentives, resulting in lower revenue, gross margins, and operating income.

Our business depends on our ability to attract and retain talented employees.

Our business is based on successfully attracting and retaining talented employees. The market for highly skilled workers and leaders in our industry is extremely competitive. We are limited in our ability to recruit internationally by restrictive domestic immigration laws. If we are less successful in our recruiting efforts, or if we are unable to retain key employees, our ability to develop and deliver successful products and services may be adversely affected. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.

Delays in product development schedules may adversely affect our revenues.

The development of software products is a complex and time-consuming process. New products and enhancements to existing products can require long development and testing periods. Our increasing focus on innovative and new software presents new and complex development issues. Significant delays in new product releases or significant problems in creating new products could adversely affect our revenue.

Acquisitions and joint ventures may have an adverse effect on our business.

We expect to continue making acquisitions or entering into joint ventures as part of our long-term business strategy. These transactions involve significant challenges and risks including that the transaction does not advance our business strategy, that we don't realize a satisfactory return on our investment, or that we experience difficulty in the integration of new employees, business systems, and technology, or diversion of management's attention from our other businesses. These events could harm our operating results or financial condition.

SELECTED FINANCIAL DATA

This Item is not required for smaller reporting companies, and the Company has elected to omit this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.

The following information contains certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The methods, estimates, and judgment we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The SEC has defined “critical accounting policies” as those accounting policies that are most important to the portrayal of our financial condition and results and require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based upon this definition, our most critical estimates are accounting for convertible debt and embedded derivatives, software revenue recognition, and stock issued to employees and non-employees. Our most critical accounting policies applicable to the periods presented are noted below. For additional information see Note 2, “Significant Accounting Policies” in the notes to our financial statements appearing elsewhere in this report. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.

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.

Income Taxes

The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Stock-based Compensation

We account for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

We account for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

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. As at February 25, 2022, the Company has 7,774 potentially dilutive shares from Series A preferred stock. The rights of conversion on the outstanding issued shares of Series B, Series C and Series D preferred stock have expired.

Results of Operations

Fiscal Year Ended August 31, 2021, Compared to Fiscal Year Ended August 31, 2020

General and administrative expenses increased to $252,097 from $1,159 for the years ended August 31, 2021, and 2020, respectively. General and administrative expenses increased primarily in audit and legal expenses, regulatory filing costs, transfer agent fees and business development costs.

Executive compensation expenses increased to $684,829 from $0 for the years ended August 31, 2021, and 2020, respectively. Executive compensation expenses increased primarily as a result of cash compensation to officers and management and stock compensation for services rendered.

Consulting expenses to related parties increased to $117,000 from $104,315 for the years ended August 31, 2021, and 2020, respectively. Related party consulting expenses increased primarily as a result of cash compensation to officers and management.

Liquidity and Capital Resources

We have an accumulated deficit at August 31, 2021 of $29,889,190. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At August 31, 2021, the Company had cash of $94,765. We will need to rely on private capital investment to fund future operations for the next 12 months.

Cash Flows

The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:

Operating Activities

Cash used in operating activities was $461,235 and $2,974 for the years ended August 31, 2021, and 2020, respectively. The increase in cash used for operating activities was primarily for general operating and business development costs.

Financing Activities

Cash provided by financing activities was $556,000 and $2,974 for the years ended August 31, 2021, and 2020, respectively. The increase in cash provided by financing activities was due to an increase in the issuances of common stock for cash.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

Three months Ended November 30, 2021, Compared to Three months Ended November 30, 2020

General and administrative expenses increased to $323,692 from $22,397 for the three months ended November 30, 2021, and 2020, respectively. General and administrative expenses increased primarily in audit and legal expenses, regulatory filing costs, transfer agent fees and business development costs.

Executive compensation expenses increased to $105,000 from $63,000 for the three months ended November 30, 2021, and 2020, respectively. Executive compensation expenses increased primarily as a result of cash compensation to officers and management and stock compensation for services rendered.

Consulting expenses to related parties increased to $45,000 from $12,000 for the three months ended November 30, 2021, and 2020, respectively. Related party consulting expenses increased primarily as a result of cash compensation to officers and management.

Liquidity and Capital Resources

We have an accumulated deficit at November 30, 2021 of $30,362,882. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At November 30, 2021, the Company had cash and receivables of $279,502. We will need to rely on private capital investment to fund future operations for the next 12 months.

Cash Flows

The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:

Operating Activities

Cash used in operating activities was $594,638 and $55,471 for the three months ended November 30, 2021, and 2020, respectively. The increase in cash used for operating activities was primarily for general operating and business development costs.

Financing Activities

Cash provided by financing activities was $640,500 and $66,000 for the three months ended November 30, 2021, and 2020, respectively. The increase in cash provided by financing activities was due to an increase in the issuances of common stock for cash.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

INDUSTRY OVERVIEW 

The industry data contained in this section includes market and industry information that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. We believe the publications and reports are reliable however, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business in the market in which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

SOLAR

The 2021 Renewable Energy Market Analysis report, indicates that East Africa has a high annual average solar irradiation of 2100  kilowatt hours per square metre. “Solar energy is now the fastest-growing renewable energy source in Africa. Between 2011 and 2020, solar capacity in Africa grew at an average compound annual growth rate (CAGR) of 54%, two and a half times that of wind (22.5%), almost four times that of geothermal (14.7%) and almost 17 times that of hydropower (3.2%). Total solar additions over the past decade amounted to 10.4 GW (9.4  GW solar photovoltaic [PV]; 1  GW concentrated solar power) with the most additions made in 2018 (2.9 GW).

In addition to the drivers above, investment in solar was partly triggered by structured renewable energy procurement programs in the power sector, such as the Global Energy Transfer Feed-in tarrif (GET FiT), as well as the falling cost of solar energy technologies, regulation, and de-risking.

WASTE CONVERSION

The first incinerator in the United States was built in 1885 on Governors Island in New York, NY. By the mid-20th Century hundreds of incinerators were in operation in the United States, but little was known about the environmental impacts of the water discharges and air emissions from these incinerators until the 1960s. When the Clean Air Act (CAA) came into effect in 1970, existing incineration facilities faced new standards that banned the uncontrolled burning of MSW and placed restrictions on particulate emissions. The facilities that did not install the technology needed to meet the CAA requirements closed.

Combustion of MSW grew in the 1980s. By the early 1990s, the United States combusted more than 15 percent of all MSW. The majority of non-hazardous waste incinerators were recovering energy by this time and had installed pollution control equipment. With the newly recognized threats posed by mercury and dioxin emissions, EPA enacted the Maximum Achievable Control Technology (MACT) regulations in the 1990s. As a result, most existing facilities had to be retrofitted with air pollution control systems or shut down.

Source https://www.epa.gov/smm/energy-recovery-combustion-municipal-solid-waste-msw#EnergyRecovery

Waste to Energy Market Outlook - 2027

The sustainable alternative to landfills for waste disposal is Waste-to-Energy incineration. Waste to energy (WtE) or energy from waste (EfW) is a process of energy recovery, and the technique of generating energy in the form of heat or electricity from the primary treatment of waste. Most of the WtE processes produce heat or electricity directly through thermal combustion or generate a combustible fuel commodity, including methanol, methane, synthetic fuels, or ethanol. The global waste to energy market size was valued at $35.1 billion in 2019, and is projected to reach $50.1 billion by 2027, growing at a CAGR of 4.6% from 2020 to 2027.

The global waste to energy market growth is driven by increase in demand for incineration process and rise in public WtE expenditure. Moreover, increase in inclination of consumers toward efficient and easy WtE conversion techniques, such as incineration, gasification, pyrolysis, and various biochemical treatments, including aerobic and anaerobic digestion, is expected to significantly boost the market growth.

Source(https;//www.alliedmarketresearch.com/waste-to-energy-market)

Government Regulations

The impact of government regulations on global waste to energy market is positive. These regulations encourage the use of waste to energy for meeting the needs of electricity. The U.S. has several federal laws and regulations that govern renewable energy grid interconnections. Federal Power Act (FPA) gives federal authority over electric utilities. The Public Utility Regulatory Policy Act (PURPA) mandates utilities to buy electricity from qualifying facilities, introducing competition into wholesale power markets. Energy Policy Act enables electricity generators to participate in wholesale power markets. Public Utility Regulatory Policy Act (PURPA) offers the way for small non-utility generators to enter the market, including renewable energy developers. Further, Canada has set a target of increasing the share of zero-emitting sources to 90% by 2030. The target aims to promote use of renewable and clean energy and contribute toward significant greenhouse gas reductions.

However, rise in concerns related to the environmental hazards associated with the incineration process is expected to affect the overall market growth in developed and developing countries. On the contrary, increase in investments in R&D activities to ensure reliability in terms of environmental effects is expected to provide lucrative opportunities for the market growth in the future.

Source(https;//www.alliedmarketresearch.com/waste-to-energy-market)

Market

The global WtE market is segmented on the basis of technology and region. On the basis of technology, the market is divided into thermal, biochemical, and others. The thermal process involves recycling of energy from Municipal Solid Waste at high temperature. The thermal technology includes several processes such as combustion or incineration, gasification, and pyrolysis. The major difference among these technologies is the amount of oxygen and temperature involvement during the process that leads to the conversion to final product CO2 and water, or to intermediate useful products.

The incineration segment is anticipated to register a significant compound annual growth rate during the forecast period. Increase in waste generation across the world significantly drive the demand for incineration process on a global scale. As the incinerators can treat all kinds of wastes, this process is highly preferred other thermal waste treatment technologies.

The global waste to energy market size is analyzed across North America, Europe, Asia-Pacific, Latin America, Middle East and Africa. The market is in its nascent stage. However, rise in demand for power generation and inclination toward renewable energy sources drive the demand for waste to energy in developed and emerging economies. At present, Europe is the major player in the waste to energy market and other regions such as Asia-Pacific, North America, Latin America, Middle East and Africa are providing various market opportunities to key players. Asia-Pacific is anticipated to be the fastest growing segment in the waste to energy market.

CLEAN ENERGY

The analysis below indicates a very strong long term market outlook for energy infrastructure. Astra Energy is primarily involved in the energy infrastructure of both Uganda and Tanzania, specifically in the renewable, and clean energy technologies. Below is the analysis of market drivers;

1. Uganda and Tanzania have young, and fast-growing populations. 46% of Uganda’s population, as well as 43% of Tanzania’s population are children under the age of 15 years.

2. There is a significant change in consumer behavior for the same cohort. They have switched to completely rely on consumer electronics that require uninterrupted power supply.

3. In the medium term, both countries are expected to return to the pre-pandemic 7% annual GDP growth. Economic growth is expected to fuel job creation, resulting in an increase in aggregate demand mostly for electronics, thereby increasing the per capita consumption of electricity.

The combination of a young, and fast-growing population, change of consumer behavior to rely on consumer electronics, increase in per capita consumption of electricity and GDP growth are expected to drive the demand for electricity by more than 10 times in the next five years in both countries.

Public policy on the other hand, is expected to stimulate the need for energy infrastructure in the following ways;

4. Both Uganda, and Tanzania are currently pursuing economic transformation agendas. Economic transformation refers to the continuous process of moving labour and other resources from lower- to higher-productivity sectors. Both countries are currently developing industrial parks. They have changed their taxation policies to encourage investment in the manufacturing sector, and provided a slew of incentives to attract Foreign Direct Investment in the sector. The success of the strategy highly depends on the availability and reliability of electricity. 

5. Only 38% of Uganda’s, and 37.7% of Tanzania’s households are connected to grid electricity. Both countries’ national strategies indicate the goal to more than double the connections by 2025. To reach the strategic goal will require major investment in the grid.

Additional drivers

6. Uganda, and Tanzania heavily rely on hydroelectricity. However, climate change is affecting the amount of water reaching the dam during the dry seasons. This is resulting in shortage of power during the dry season. There is a demand for a more balanced energy mix to ensure reliable supply of power. This as well will drive the demand for investment in renewable electricity resources. 

7. Both countries’ infrastructure is more than 50 years old with years of lack of reinvestment due to the fact the infrastructure was previously solely controlled, owned and subsidized by the poorly funded public sector. As a result, more than 50% of the infrastructure has reached the end of its lifecycle and has to be replaced. 

Both countries are among the world’s poorest countries. Their national budgets are stretched and are unable to invest in their respective electricity infrastructures. Both countries’ electricity sector strategic plans indicate the need for private sector participation in the electricity generation, transmission, and distribution sectors. Both countries have indicated preference to transition to clean and renewable electricity resource development to power social, economic and industrial growth sustainably over the coming decades.

On the other hand, OECD countries resolved to make available more than $100 billion to invest in projects related to developing emerging economies including Uganda and Tanzania. The vast majority of this funding is to finance infrastructure projects that promote climate change initiatives. The resolution triggered even bigger commitments of funding from the private sector for the same cause.  The 2021 Renewable Energy Market Analysis report published by the International Renewable Energy Agency provides a snapshot of investment in the renewable sector over the years.

Astra Energy established itself, and has physical presence in Uganda and Tanzania to access the funding to advance projects in power generation, transmission, and distribution infrastructure. 

The Renewable Energy Market Analysis report indicates that “during the decade from 2010 to 2020, about 78% of overall financing for renewable energy in Africa came in the form of term loans (“non-recourse financing”), while 20% came from balance sheet financing (“corporate financing”). The remaining 2% was made up of bonds, development loans, construction loans, syndicated equity and tax equity.

Currently, Uganda, and Tanzania, like majority of the countries in Africa have maxed out their borrowing capacity, and yet they still require major investment in the energy sector to meet the demand for power. Going forward, the trend of renewable energy financing described above is expected to reverse as the private sector takes leadership in financing and developing the infrastructure.

POWER TRANSMISSION

Uganda is currently consuming only 58% of the total installed capacity of all its power sources. As such, securing power generation licenses is currently on exception basis. Transmission and distribution projects, however, are expected to increase the demand for power generation. There are currently two types of power transmission projects available:

i) Funded transmission

There is a currently a backlog of projects whose budgets were funded by the World Bank and other donors. The projects were put on hold after the Rural Electrification Authority was disbanded, and the function moved back to the Ministry of Energy. The Ministry is scheduled to start advertising the opportunities for competitive bidding before June 30, 2021.  

ii) Unfunded transmission projects.

The Uganda Electricity Transmission Company has a list of unfunded priority transmission projects worth $1Billion. The Ugandan government is seeking developers construct and maintain transmission lines under the Engineering Procurement Construction and Finance, or Build own, operate, and transfer models wherever practical.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-loo king statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward- looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information.

You should review carefully the section entitled "Risk Factors" beginning on page 6 of this prospectus for a discussion of these and other risks that relate to our business and investing in shares of our common stock.

DESCRIPTION OF OUR BUSINESS

Our Business

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

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 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.

SOLAR:

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

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

The Government of Uganda is implementing an industrialization policy in part as an import substitution strategy to transform and enhance its economy and to create more higher paying jobs. The country is developing several industrial parks across the country. Given a limited coverage of high voltage powerlines, the government has opted to develop four 50MW solar farms with battery storage. Astra Energy has been approached to finance, develop, operate, and maintain the infrastructure. The electricity to be produced at the solar farms is to be fed into the national grid as the industrial parks get built out. The Company is considering debt financing for the project through the bond market. These solar farm project could be considered in the Uganda Electricity Access Scale-up Project.

WASTE CONVERSION:

We are currently in negotiations with Regreen Technologies to license its innovative Waste-to-Energy system for application in markets around the world and to acquire a 1 Ton per hour processing system and a 15 Ton per hour processing system. The Regreen Total Waste System converts municipal solid waste, food waste and plant waste raw material into biomass pellets which are then converted to various fuels and end products. In contrast to typical incinerator based WTE systems, the Regreen Total Waste System uses pyrolysis to burn and convert waste. Pyrolysis is 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).

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.

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

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

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

CLEAN ENERGY:

We are currently engaged in due diligence and planning for a large-scale clean energy project that is poised to position Astra as a major independent power producer in Tanzania.

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

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

Astra is in the process of securing a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once the agreement is executed, we will begin the process of relocating the Plant to Tanzania. As the Plant is installed, the Company will finalize power purchase agreements and distribution agreements. 

POWER TRANSMISSION:

Astra is in negotiations with the government of Uganda to secure a $60M loan to construct 45 KMs of distribution powerlines, as well as a 79 KM double circuit 132 kV transmission powerline and associated substations. Astra will operate and maintain the infrastructure and collect user fees to pay back the loan.

There is an opportunity for Astra Energy to partner with the World Bank to have a percentage of the capex of this project provided as a grant through component 1 of the pending Uganda Electricity Access Scale-up Project to make the project more viable.

Only a small percentage of the more than three million residents of Eastern Uganda have access to electricity. The area is currently experiencing poor and limited power supply amid an increase in demand for electricity as a result of industrial development in the area. 

As a market penetration strategy in Uganda, Astra has signed various memorandums of understanding in joint ventures with experienced local engineering consulting firms, technical services companies and construction and maintenance contractors. 

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $2,500,000 as anticipated.

If 5,000,000 Units (100%) are sold: Next 12 months

If 3,750,000 Units (75%) are sold:  Next 12 months

If 2,500,000 Units (50%) are sold: Next 12 months

If 1,250,000 Units (25%) are sold: Next 12 months

The above figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests.

The Company estimates the costs of this offering at about $50,000. All expenses incurred in this offering are being paid for by the Company. The Company will utilize existing cash to pay for any offering expenses and does not intend to use any monies from offering proceeds to fund the offering. 

DETERMINATION OF OFFERING PRICE

The offering price was determined by management based on the current value of assets, the trading price and daily trading volume of the stock. It may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. We will be filing to obtain a listing on the OTCQB concurrently with the filing of this prospectus.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. 

DILUTION

The price of the current offering is fixed at $0.50 per share.

Purchased Units in this offering will be diluted our Common Stock immediately, to the extent of the difference between the price to the public charged for each Unit in this offering and the net tangible book value per share of our Common Stock after this offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by existing stockholders. The following tables compare the differences of investment in our shares with the investment of our existing stockholders.

The following table illustrates the dilution to the purchasers of the common stock in this offering.

Note: “Net increase to original shareholder” below is based upon a par value of $0.001.

Net Value Calculation

If 100% of the shares in the offering are sold

Net Value Calculation

If 75% of the shares in the offering are sold 

Net Value Calculation

If 50% of the shares in the offering are sold 

 Net Value Calculation

If 25% of the shares in the offering are sold

SELLING STOCKHOLDERS

The shares being offered for resale by the 95 selling shareholders consist of 43,781,000 shares of our common stock.

The following table sets forth the name of the selling shareholders, the number of shares of common stock beneficially owned by each of the selling shareholders as of February 25, 2022 and the number of shares of common stock being offered by the selling shareholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholders may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders. We may from time to time include additional selling shareholders in supplements or amendments to this prospectus.

The selling shareholders' percentage of ownership of our outstanding shares in the table below is based upon 45,455,540 shares of common stock outstanding as of February 25, 2022.

__________ 

1. Indicates officers and directors (sales will be subject to restrictions found in Rule 144)

2. Indicates over 5% ownership prior to sale of stock (sales may be subject to restrictions found in Rule 144)

PLAN OF DISTRIBUTION

The Company has 45,455,540 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering for resale 43,781,000 of our common stock held by existing shareholders at market prices for the duration of the offering. The Company is also registering an additional 10,000,000 shares of common stock consisting of 5,000,000 Units for sale at the fixed price of $0.50 per share for the duration of the offering. The Unit consists of one share of our common stock and one warrant to purchase one share of our common stock within two years for $1.00.

There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, our Directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our Directors are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our directors will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Our directors are not, nor have they been within the past 12 months, brokers or dealers, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 5,000,000 Units being offered on behalf of the Company itself. The proceeds from the 43,781,000 shares held by shareholders, if sold, will not go to the Company, but will go to the shareholders directly. The price per share will vary according to the market for the duration of this offering. Our common stock is listed on OTC Pink, we intend to seek to have our shares of common stock quoted on the OTCQB. In order to be quoted on the OTCQB we will file an application to be quoted on the OTCQB upon filing this Registration Statement. There can be no assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.50 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.

In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $50,000.

Our Officers and Directors will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from their own personal accounts. A conflict of interest may arise between Officers and Directors selling shares from their personal accounts, and in selling shares on the Company’s behalf.

The Company estimates the costs of this offering at approximately $50,000. The Company intends to use available cash reserves to pay for any offering expenses. If insufficient funds are available, the Company’s officers and directors have informally agreed to cover any such expenses relating to this offering.

Procedures for Subscribing (Shares offered by us, “The Company”)

If you decide to subscribe for any shares in this offering that are offered by us, “The Company,” you must

- Execute and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to (i) “Astra Energy, Inc.,” (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates or “book entry,” if requested by the shareholder, attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions (Shares offered by us, “The Company”)

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

In Regards to Shares sold by the Selling Shareholders

The selling shareholders are deemed to be underwriters of this offering. Any selling shareholder named herein is responsible, prior to reselling any shares registered herein that they may own, the Company’s prospectus.

A final summary prospectus, or statutory prospectus, must and will be delivered, at no cost, by any selling shareholder named herein to any potential purchaser of shares no later than upon receiving payment from the purchasing party for such shares. The prospectus must and will be provided to any beneficial owner to whom a prospectus is delivered, and a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus or contained in the registration statement, but not delivered within the prospectus itself, must and will be included.

If you decide to subscribe for any shares in this offering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser,” of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholders will be responsible for following any applicable laws or regulations in regard to the sale(s) of their own shares of common stock.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 and 10,000,000 shares of preferred stock at a par value of $0.001.

Our transfer agent is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598. Its phone number is 212-828-8436 and email address is Email: kafel@vstocktransfer.com. Our Transfer Agent is registered under the Exchange Act.

Common Stock

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

On September 15, 2021, the Company effectuated a forward split of its issued and outstanding stock on a 3:1 basis.

As of February 25, 2022, there were 45,455,540 common shares issued and outstanding and held by 153 shareholders of record. There is no cumulative voting with respect to the election of directors or any other matter. The holders of our common stock are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally available funds. The dividend rights of our common stock are junior to any preferential dividend rights of any outstanding shares of preferred stock. The holders of our common stock also are entitled to receive distributions upon our liquidation, dissolution or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities and distribution in full of preferential amounts, if any, to be distributed to holders of our preferred stock.

The holders of our common stock are not entitled to preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of any series of preferred stock that we may designate and issue in the future.

Preferred Stock  

The Company has authorized 10,000,000 shares of Preferred Stock at $0.001 par value and 1,060,409 are issued and outstanding as of February 25, 2022. The issued shares are as follows: Preferred Series A: 7,774 shares issued; Preferred Series A1: 1 share issued; Preferred Series B: 207 shares issued; Preferred Series C: 747,870 shares issued; Preferred Series D: 304,558 shares issued.

The Preferred Shares are designated as follows;

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.

The Company affected a reverse stock split of 1,000 to 1 of its Series A preferred Stock on August 24, 2020. All shares throughout have been retroactively adjusted to reflect the reverse split.

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, with the Holders consent, eliminating its conversion and voting rights. Said action by the parties is set out in an 8-K /A filed on February 3, 2022 and by reference incorporated herein.

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 receive a liquidation preference equal to 120% of the stated value per Series D Preferred Share.

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 with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture.

Warrants

From September 17, 2021 to February 25, 2022, the Company sold 1,556,000 Units of its common stock at $0.50, for total cash proceeds of $778,500. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the shares of common stock offered hereby are opined for the Company by Jeffery A. McKee Esq. of the law firm of Davis, McKee P.L.L.C.  located at 1650 North 1^stAvenue, Phoenix, AZ 85003.

The financial statements included in this prospectus and the registration statement have been audited by Fruci & Associates II, PLLC of Spokane, Washington to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

REPORTS TO SECURITIES HOLDERS

We have and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company’s mailing address is 9565 Waples Street, Suite 200, San Diego, CA 92121.

ORGANIZATION WITHIN THE LAST FIVE YEARS

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

On September 21, 2021, the Company incorporated a wholly owned subsidiary called Astra Energy Africa - SMC Limited (“Astra Energy Africa”). The following are the directors and officers of this subsidiary:

Director and CEO - Dan Claycamp

Director and VP - Fred Nyanzi

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. The following are the directors and officers of this subsidiary:

Director and CEO - Dan Claycamp

Director and VP - Fred Nyanzi

Director and VP - Mukiibi Elton

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. The following are the directors and officers of this subsidiary:

Director and President - Kermit Harris

Director and VP - Douglas Hampton

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. The following are the directors and officers of this subsidiary:

Director and President - Dan Claycamp

Director and VP - Fred Nyanzi

DESCRIPTION OF FACILITIES

The Company rents office space at 9565 Waples Street, Suite 200 San Diego, CA 92121 for its corporate headquarters.  

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

PATENTS AND TRADEMARKS

We currently have no patents or trademarks to disclose.

 MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been publicly traded since January 16, 2017, on the OTC Bulletin Board. Our common stock is quoted under the symbol ASRE. The following table sets forth for the periods indicated the range of high and low bid quotations per share as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail markups, markdowns or commissions and may not necessarily represent actual transactions.

Holders

On February 25, 2022, the closing price of our common stock as reported on the Over-the-Counter Bulletin Board Pink Sheets was $0.78 per share. On February 25, 2022, we had approximately 153 holders of record of common stock. As of February 25, 2022, 45,455,540 shares of our common stock were issued and outstanding and 1,060,409 shares of preferred stock were issued and outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of the business. We cannot assure you that we will ever pay cash dividends. Whether we pay any cash dividends in the future will depend on the financial condition, results of operations and other factors that the Board of Directors will consider.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. Stockholders annually elect the directors. The executive officers serve at the pleasure of the Board of Directors.

The President, directors, and officers of the Company will hold office until additional members or officers are duly elected and qualified. The background and principal occupations of the directors and officers of the Company are as follows:

Kermit A. Harris, age 47, is a founder, President and Director of our Company. Mr. Harris has proven and unique transformational leadership skills with over twenty years of experience in real estate acquisition/land development, commercial financing, business development, and restaurant industries. He has demonstrated high quality cross-functional management qualifications, business strategy, international/governmental engagement, and dynamic leadership. Mr. Harris developed the Company’s renewable division as well as the global bio-fuel supply chain using Regreen Technology. He has full oversight of the entire organization domestic and abroad, working closely with COO Dan Claycamp. These skills working with private and public companies are used to carry out the strategic initiatives of our Company. He is a graduate of Eastern Michigan University’s Gary Owen College of Business, with a Finance Major

Daniel L. Claycamp, 58 years of age, is the Chief Operations Officer and Director with 36 years of management experience in Plant Construction, Manufacturing, Engineering and Production of Food Grade and USP Grade Chemicals, Corn Milling, Flour Milling, Wet Milling, Oat Milling, Extrusion, Oil Extraction, Ethanol, and Mixing and Blending of Food Grade Ingredients. His skills include operations, construction, engineering, maintenance, distribution, purchasing, and human relations. His strengths in plant management, project management, engineering, plant design and construction, plant operations, risk management, budget finance, quality and safety programs, and team based continuous improvement projects. His educational background consists of AC/DC Electrical Theory, Allen Bradley PLC Programming, and Electrical Motor Controls and Circuits: Rend Lake College, Whittington, IL 1997 and he holds a B.S. in Milling Science and Management from Kansas State University. His managerial and technical experience with private and public companies involved in the renewable energy industry qualifies him to help lead the Company in reaching its objectives.

Rachel Boulds, CPA, age 51, is the contracted Chief Financial Officer of our Company with over 20 years of experience in the audit and related financial reporting fields. She is responsible for the Company’s  financial reporting, audit consulting, bookkeeping, and business operation consulting services, preparation of period-end financial statements, footnotes and Management Discussion and Analysis in conformity with US GAAP and SEC reporting rules as well as consultation on complex accounting matters and working closely with client staff, auditors and legal counsel to prepare, review and file periodic public financial information, including Forms 10-Q and 10-K. After graduating from San Jose University with a BS in Accounting, she stared her carrier in the audit department of  PricewaterhouseCooper.

Lisa V. Kowan, age 46, is the Company’s corporate Secretary. She has over 20 years-experience as a dependable and resourceful securities paralegal specialist. As the corporate Secretary, she excels at communication and collaborating with a diverse range of legal and company personnel, executive officers and board of directors. She conducts all legal business professionally with corporate counsel  and with minimal supervision. Lisa is experienced  in the preparation of regulatory filings for US and Canadian Securities Commissions. She is extremely organized with advanced technical and corporate skills. Her position with our publicly traded Company is very valuable. Lisa holds Legal Secretary and Para Legal certificates from Capilano University,  North Vancouver BC; Legal Secretary Certificate and Business Management Diploma from Kwantlen University College, Richmond BC.

Audit Committee

The Company does not have an audit committee.

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any shareholder requesting a copy in writing from the Company. A form of the code of conduct and ethics is filed as Exhibit 14.1 with this Registration Statement.

Involvement in Certain Legal Proceedings

Our Directors and Executive Officers have not been involved in any of the following events during the past ten years:

EXECUTIVE COMPENSATION

The following tables set forth certain information concerning all compensation paid, earned or accrued for service by our President, Chief Operating Officer, Principal Financial Officer and Corporate Secretary in the fiscal years ended August 31, 2020, and 2021. This table consists of all the   executive officers of the Company who served in such capacity at the end of the fiscal year.

2020 AND 2021 SUMMARY COMPENSATION TABLE

Compensation of Executive Officers

Each of the executive officers has a services or consulting agreement with our company.

On October 1, 2020, we entered into a services agreement with Kermit Harris, wherein, Mr. Harris will receive a monthly fee of $5,000.  In addition, Mr. Harris received 500,000 pre-split shares of common stock of the Company pursuant to his agreement.

On October 3, 2020, we entered into a services agreement with Lisa Kowan, wherein, Ms. Kowan will receive a monthly fee of $2000.  In addition, Ms. Kowan received 100,000 pre-split shares of common stock of the Company pursuant to her agreement.

On January 16, 2021, we entered into a contract services agreement with Rachel Boulds, wherein, Ms. Boulds will receive a monthly fee of $2000.  In addition, Ms. Boulds received 50,000 pre-split shares of common stock of the Company pursuant to her agreement.

On February 1, 2021, we entered into a consulting agreement with Daniel Claycamp, wherein Mr. Claycamp will receive an hourly fee for services.  In addition, Mr. Claycamp received 250,000 pre-split shares of common stock pursuant to his agreement.  On February 11, 2022, Mr. Claycamp shall receive an additional 250,000 shares of common stock.

The Company does not have a compensation committee. Given the nature of the Company’s business and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.

Compensation of Directors

We have no arrangements for the remuneration of our directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 25, 2022, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially 5% or more of our outstanding Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership: