Astra Energy (ASRE) 10-Q2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended May 31, 2024

or

For the transition period from ___________ to ___________

Commission File Number 000-52205

1100 Benjamin Franklin Drive, Unit 802, Sarasota, Florida 34236

(Address of principal executive offices) (Zip Code)

1-800-705-2919

(Registrant’s telephone number, including area code)

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

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 72,810,382 common shares issued and outstanding as of July 12, 2024.

ASTRA ENERGY, INC.

FORM 10-Q

For the Quarterly Period Ended May 31, 2024

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASTRA ENERGY INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

ASTRA ENERGY INC.

Notes to the Condensed Consolidated Financial Statements

May 31, 2024

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

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

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

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

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

As of August 31, 2023, the Company had acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company.

In September 2023, the Company acquired exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator in exchange for 5 million common shares of the Company.

On March 8, 2024, the Company entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron"). Pursuant to the terms of the Agreement, the Company and Powertron will create a new entity (“Newco”), to hold the Patents related to the processing of waste to energy, which will be assigned from Regreen Technologies, Inc. to Newco. Pursuant to the terms of the Agreement, the Company has received $750,000 in cash with remaining consideration of $4 million in cash and 4 million shares of common stock of Newco.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Principles of Consolidation

These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of May 31, 2024 and August 31, 2023.

Inventory

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary.  

Intangible Assets

Intangible assets are capitalized in accordance with ASC Topic 350 “Intangibles-Goodwill and Other”. Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the nine months ended May 31, 2024 and 2023 was $22,801 and $0 respectively.

Leases

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

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Revenue Recognition

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

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

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.  The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the quarter ended May 31, 2024, the Company has 7,774 potentially dilutive shares from Series A preferred stock and 304,558 potentially dilutive shares from the Series D preferred stock and 1,259,000 warrants which are convertible at $1.00 per share into 1,259,000 common shares As of May 31, 2023, the Company has 10,667 potentially dilutive shares from Series A preferred stock, 380,698 potentially dilutive shares from the Series D preferred stock and approximately 841,940 potentially dilutive shares from a convertible note payable. When the Company as a net loss any potentially dilutive shares have not been included due to their anti-dilutive effect.

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.

Fair Value Measurements

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

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

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

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

Level 3: Level 3 inputs are unobservable inputs.

Recently Issued Accounting Pronouncements

On August 23, 2023, the FASB issued ASU 2023-05, under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary is required to apply a new basis of accounting upon the formation of the joint venture.  Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments in ASU 2023-05 are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted.

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

NOTE 3 – GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company has an accumulated deficit of $53,447,141 as of May 31, 2024, and no revenue. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

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

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

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

NOTE 4 – LICENSE

In September 2023, the Company acquired an exclusive manufacturing license to manufacture the Holcomb In-Line Power Generator in exchange for 5 million common shares of the Company for a deemed value of $1,685,000. The valuation of the license is based on the deemed value of patents, the size of the potential market for the technology and numerous expressions of interest to purchase product. If the Company fails to raise the necessary capital to set up manufacturing and distribution, this license would be at risk and would become subject to impairment in full.

NOTE 5 - INVESTMENT

The investment of $2,725,000 relates to the acquisition of 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock and the acquisition of the global manufacturing and distribution rights for the Holcomb In-Line Power Generator in exchange for 5 million shares of the Company’s common stock. The value of the acquisition was based on the closing stock price of the Company’s shares on the effective date of the agreement.

NOTE 6 - OPERATING LEASES

The value of these leases is based primarily on engineering studies and letters from government agencies accepting preliminary studies for the installation of renewable energy sources and the provision of Power Purchase Agreements. If the Company fails to raise the necessary capital for the installations of energy and does not receive the Power Purchase Agreements, the total value of these leases would be subject to impairment in full.

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

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

As per the terms of the lease, the Company is delinquent in its first payment and has incurred a penalty. However, it was agreed to by both Astra Energy Inc. and The Revolutionary Government of Zanzibar that the Zanzibar land leases were not going to be paid until a Power Purchase Agreement was in place as this is a critical condition for funding the project. The company plans to fund the project for $195M and make the lease payments accordingly.

NOTE 7 – OTHER RELATED PARTY TRANSACTIONS

As of May 31, 2024, the Company owes $41,674 (August 31, 2023 - $127,011) to the CEO for cash advanced to the Company for working capital. The debt is unsecured, non-interest bearing and has no terms of repayment.

As of May 31, 2024, the Company owes $1,441 (August 31, 2023 - $9,750) to the CEO of a wholly-owned subsidiary for cash advanced to the Company for working capital. The debt is unsecured, non-interest bearing and has no terms of repayment.

As of May 31, 2024, the company owes $2,510,500 (August 31, 2023 - $0) to a Director for cash advanced to the Company to pay for the Financial Guarantee Insurance on the $195M Zanzibar Clean Energy Park Loan Facility. The debt is unsecured, non-interest bearing and is to be repaid within 30 days or when the loan closes plus a transaction fee of $1,500,000.

During the nine months ended May 31, 2024, the Company accrued $90,000 in fees to the CEO of the Company and repaid $100,000. The Company owes $80,000 to the CEO at May 31, 2024 ($90,000 – August 31, 2023).

During the nine months ended May 31, 2024, the Company accrued $30,000 in fees to the President and repaid $12,500. The Company owes $102,500 to the President at May 31, 2024 ($86,500 – August 31, 2023).

During the nine months ended May 31, 2024, the Company accrued $45,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $125,000 to the CEO at May 31, 2024 ($90,000 – August 31, 2023).

During the nine months ended May 31, 2024, the Company accrued $12,000 in fees to the former Chief Financial Officer and repaid $2,000. The Company owes $18,750 to the Chief Financial Officer at May 31, 2024 ($10,750 – August 31, 2023).

During the nine months ended May 31, 2024, the Company accrued $12,000 in fees to the Corporate Secretary and repaid $4,000. The Company owes $18,700 to the Corporate Secretary at May 31, 2024 ($11,500 – August 31, 2023).

During the nine months ended May 31, 2024, the Company accrued $54,000 in compensation to the new CFO. The Company owes $54,000 to the CFO at May 31, 2024.

NOTE 8 - LOAN PAYABLE-RELATED PARTY

As of May 31, 2024, the Company owes $0 (August 31, 2023 - $93,011) to the CEO for cash advanced to the Company for repayment of debt. The loan was unsecured, non-interest bearing and has no terms of repayment. The loan was repaid on March 12, 2024.

NOTE 9 - NOTE PAYABLE

On February 16, 2023, the Company entered into a Loan agreement, wherein the Company promised to pay TTII Strategic Acquisitions & Equity, Inc. $100,000 with interest of 10% per annum on or before February 16, 2024. The loan is secured by a patent held by Regreen Technologies, Inc. As of May 31, 2024, the Company owed the lender $100,000 (August 31, 2023 - $100,000) plus accrued interest of $12,849 (August 31, 2023 - $5,370). The loan is in default. The Company is negotiating extended terms.

As of May 31, 2024, the company owes $2,510,500 to a Director for cash advanced to the Company to pay for the Financial Guarantee Insurance on the $195M Zanzibar Clean Energy Park Loan Facility. The debt is unsecured, non-interest bearing and is to be repaid within 30 days or when the loan closes plus a transaction fee of $1,500,000.

NOTE 10 – DEBENTURE PAYABLE

On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Holders have the right to convert any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. On March 14, 2024, the note holder converted all principal and interest into 46,400 shares of common stock.

NOTE 11 – PREFERRED STOCK

Series A Convertible Preferred

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

Series A1 Preferred

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

Series B Preferred

The Company has authorized 207 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series B shares are not entitled to dividends or liquidation preferences and have no voting rights.

Series C Preferred

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

Series D Preferred

The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares August, at the holder’s option, elect to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of (i) the stated value ($40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price, which initially is $0.80 per share, subject to certain adjustments. As of May 31, 2024, there are 304,558 Series D Preferred shares issued and outstanding.

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

NOTE 12 – COMMON STOCK

During the nine months ended May 31, 2024 the Company issued 125,000 common shares at a price of $0.275 per share in exchange for services for total non-cash compensation of $34,375. The shares were valued based on the closing stock price on the effective date of the agreement.

During the nine months ended May 31, 2024 the Company issued 5,000,000 common shares at a price of $0.337 per share in exchange for exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator. The shares were valued based on the closing price at the effective date of agreement.

During the nine months ended May 31, 2024 the Company issued 46,400 common shares in conversion of principal and interest of $20,000 and $3,200, respectively (Note 10).

NOTE 13 – STOCK SUBSCRIPTIONS RECEIVABLE

During the year ended August 31, 2022, the Company issued 10,000 common shares pursuant to a Share Subscription Agreement in exchange for $5,000. The shares are included in the total number of shares issued and outstanding at May 31, 2024.

NOTE 14 – WARRANTS

As of May 31, 2024, there are 1,259,000 outstanding warrants. One warrant can be exercised to purchase one share of the Company’s common stock at $1.00 per share.

NOTE 15 – SUBSEQUENT EVENTS

On June 03, 2024, the Company through its subsidiary A-HES Power Co. entered into a Joint Venture Agreement (the "Agreement") with a multinational corporation (the "Client"), collectively (the "Parties"). Pursuant to the terms of the agreement the Company received a $750,000 deposit towards the manufacture and installation of a one-megawatt Holcomb Energy Systems Inline Power Generator as a pilot unit for a date center with the intention that it will lead to further business. The Parties have agreed to a confidential split of the gross revenue derived from the power savings and/or power magnification.

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

FORWARD-LOOKING STATEMENTS

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

Corporate Overview

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On September 24, 2023, the Company acquired the exclusive global manufacturing and distribution rights for the Holcomb In-Line Power Generator in exchange for 5 million common shares of the Company.

On March 8, 2024, the Company entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron"). Pursuant to the terms of the Agreement, the Company and Powertron will create a new entity (“Newco”), to hold the Patents related to the processing of waste to energy, which will be assigned from Regreen Technologies, Inc. to Newco. Pursuant to the terms of the Agreement, the Company has received $750,000 in cash with remaining consideration of $4 million in cash and 4 million shares of common stock of Newco.

Business Operations

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

CLEAN ENERGY PROJECTS:

Astra Energy in concert with the government of Tanzania is advancing a 350MW (Megawatt) Combined Cycle Gas Power Plant project. The government of Tanzania provided a positive response to the expression of interest, and they have requested a technical proposal or Project Feasibility Report. Astra is applying for Advocacy support for this project from the US Mission in Tanzania. The Company is currently in discussions to acquire land and is looking at an existing 350MW Combined Cycle Gas Power Plant (the “Plant”).

Astra is in continuing discussions to secure both a Power Purchase Agreement and a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once these agreements are executed, the Company will seek an equity partner for the project and debt financing to build out the project. 

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

The Prefeasibility Report has been completed and there are continuing discussions with the island government regarding the Power Purchase Agreement to feed the power into the grid network. Over 200 acres of land has been secured by Astra on a long-term lease basis.  

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

POWER GENERATION TECHNOLOGY:

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

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

WASTE TO ENERGY TECHNOLOGY 

Regreen Technologies Inc. (“Regreen”), a related, California-based “zero emissions” clean energy company. Regreen is involved in research and development of the science of converting municipal solid waste (MSW) and organic waste into “zero emission” marketable commodities, such as clean electricity, biofuels, animal feeds, fertilizers, organic pesticides, and reclaimed water purification. 

Results of Operations

Three Months Ended May 31, 2024 Compared to the Three Months Ended May 31, 2023

Revenues

We did not recognize any revenue during the three months ended May 31, 2024 or 2023.

Operating Expenses

General and Administrative

General and administrative expenses for the three months ended May 31, 2024 and 2023, were $96,253 and $36,362, respectively, an increase of $59,891 or 164.7%. In the current period we have had an increase in recruiting fees of $72,000, offset by a decrease in consulting expenses.

Business Development

Business development expenses for the three months ended May 31, 2024 and 2023, were $445,586 and $124,152, respectively, an increase of $321,434 or 258.9%.  Business development expenses are primarily for travel and consulting fees.

Consulting – Related Party

Consulting – related party expense for the three months ended May 31, 2024 and 2023, was $0 and $2,500, respectively, a decrease of $2,500.

Executive Compensation

Executive compensation for the three months ended May 31, 2024 and 2023, were $84,000 and $57,000, respectively, an increase of $27,000 or 47.4%. In the current period we incurred additional compensation for our new CFO.

Stock Compensation-Consulting

Stock compensation-consulting expenses for the three months ended May 31, 2024 and 2023, were $0 and $8,000, respectively, a decrease of $8,000. The decrease is due to a reduction in stock compensation for services.

Other Income/Expense

For the three months ended May 31, 2024, we incurred total other income of $545,404, compared to total other income of $6,187 in the prior period. In the current period we had interest expense of $204,503, $200,000 of which was recorded to accrue for a portion of the transaction fee related to the loan from a Director for the Financial Guarantee Insurance. We also had foreign exchange expense of $193 and we had $750,000 of other revenue from our joint venture with Powertron. In the prior period we had interest expense of $19,094, a gain for the change in fair value of derivative of $20,597 and a $4,684 gain for foreign exchange.

Net Loss

We had a net loss of $80,435 for the three months ended May 31, 2024 compared to a net loss of $221,827 for the three months ended May 31, 2023.

Nine Months Ended May 31, 2024 Compared to the Nine Months Ended May 31, 2023

Revenues

We did not recognize any revenue during the nine months ended May 31, 2024 or 2023.

Operating Expenses

General and Administrative

General and administrative expenses for the nine months ended May 31, 2024 and 2023, were $163,965 and $117,299, respectively, an increase of $46,666 or 39.8%. In the current period we have had an increase of recruiting fees of $72,000 and an increase in audit fees of approximately $22,000. These increases were offset by a $40,559 decrease in consulting expenses.

Business Development

Business development expenses for the nine months ended May 31, 2024 and 2023, were $641,946 and $564,344, respectively, an increase of $77,602 or 13.8%.  Business development expenses are primarily for travel and consulting fees.

Land Lease and penalties

Land lease and penalties increased to $217,897 from $0 for the nine months ended May 31, 2024 and 2023, respectively. As per the terms of the lease agreement with the Revolutionary Government of Zanzibar (Note 6), the Company is delinquent in its first payment and has incurred a penalty.

Consulting – Related Party

Consulting – related party expense for the nine months ended May 31, 2024 and 2023, was $0 and $3,460, respectively, a decrease of $3,460.

Amortization Expense

In the current period we incurred amortization expense of $22,801, for our license to manufacture the Holcomb In-Line Power Generator and Self-Sustaining Power Plant.

Executive Compensation

Executive compensation for the nine months ended May 31, 2024 and 2023, were $243,000 and $1,677,000, respectively, a decrease of $1,434,000 or 85.5%. The decrease is primarily due to a reduction in stock compensation for executives for services rendered.  

Stock Compensation-Consulting

Stock compensation-consulting expenses for the nine months ended May 31, 2024 and 2023, were $34,375 and $443,400, respectively, a decrease of $409,025 or 92.2%. The decrease is due to a reduction in stock compensation for services rendered by advisors, consultants and other non-related parties.

Other Income/Expense

For the nine months ended May 31, 2024, we incurred total other income of $532,123, compared to $68,554 in the prior period. In the current period we had interest expense of $209,909, $200,000 of which was recorded to accrue for a portion of the transaction fee related to the loan from a Director for the Financial Guarantee Insurance. We also had foreign exchange expense of $8,086 and we recognized $750,000 of other revenue from our joint venture with Powertron. In the prior period we had interest expense of $26,967, a loss on the issuance of convertible debt of $36,242, a loss for the change in fair value of derivative of $9,664 and a $4,319 gain for foreign exchange.

Net Loss

We had a net loss of $791,861 for the nine months ended May 31, 2024 compared to $2,874,057 for the nine months ended May 31, 2023. Our net loss has decreased to the reasons discussed above.

Liquidity and Capital Resources

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

Cash Flow Activity

For the nine months ended May 31, 2024, we used $21,234 of cash in operations compared to $619,102 used in the prior period.

For the nine months ended May 31, 2024, we used $20,723 (May 31, 2023 - $0) in investing activities.

For the nine months ended May 31, 2024, we received $45,300 (May 31, 2023 - $429,500) from financing activities.

With our current cash balance will be unable to sustain operations for the next twelve months. We need to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated limited revenue to date. The future of our Company is dependent upon its ability to obtain financing and upon future profitable operations.

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

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

Critical Accounting Policies

Refer to Note 2 of the Financial Statements for a summary of our significant accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

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

As of May 31, 2024, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses. The material weaknesses included weaknesses in procedures for control evaluation, a lack of an audit committee, insufficient documentation of review procedures, and insufficient information technology procedures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2024 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

During the nine months ended May 31, 2024 the Company issued 125,000 common shares at a price of $0.275 per share in exchange for services for total non-cash compensation of $34,375. The shares were valued based on the closing stock price on the effective date of the agreement.

During the nine months ended May 31, 2024 the Company issued 5,000,000 common shares at a price of $0.337 per share in exchange for exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator. The shares were valued based on the closing price at the effective date of agreement.

During the nine months ended May 31, 2024 the Company issued 46,400 common shares in conversion of principal and interest of $20,000 and $3,200, respectively (Note 10).

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

Item 3. Defaults Upon Senior Securities