Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended August 31, 2024

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

For the transition period from ______________ to _________________

Commission file number ______________

ASTRA ENERGY INC.

(Exact Name of registrant as specified in its charter)

Nevada

20-3113571

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (800) 705-2919

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common		ASRE		OTCQB

Securities registered pursuant to section 12(g) of the Act:

Common Shares Par Value $0.001

(Title of class)

Preferred Shares Par Value $0.001

(Title of class)

_________________________

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 fi ling requirements for the past 90 days. ☒ Yes ☐ No

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on the last business day of the registrant’s most recently completed second fiscal quarter: $7,067,066

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 74,760,382 issued and outstanding at December 11, 2024.

TABLE OF CONTENTS

Part I.

Item 1.	Business.	3

Item 1A.	Risk Factors.	4

Item 1B.	Unresolved Staff Comments.	4

Item 1C.	Cybersecurity	4

Item 2.	Properties.	4

Item 3.	Legal Proceedings.	4

Item 4.	Mine Safety Disclosures.	4

Part II.

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5

Item 6.	[Reserved]	5

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	5

Item 7A.	Quantitative and Qualitative Disclosure about Market Risk.	7

Item 8.	Financial Statements and Supplementary Data.	F-1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	8

Item 9A.	Controls and Procedures.	8

Item 9B.	Other Information.	9

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	9

Part III.

Item 10.	Directors, Executive Officers and Corporate Governance.	10

Item 11.	Executive Compensation.	13

Item 12.	Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters.	15

Item 13.	Certain Relationships and Related Transactions, and Director Independence.	16

Item 14.	Principal Accountant Fees and Services.	18

Part IV.

Item 15.	Exhibits	19

Item 16.	Form 10-K Summary.	19

SIGNATURES.		20

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Part I

Item 1. Business

Astra Energy Inc.is an emerging company in the clean and renewable electricity and power generation sectors, with a focus on energy production from solar, waste-to-energy 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 new technology 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.

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WASTE TO ENERGY TECHNOLOGY

Regreen Technologies Inc. (“Regreen”), is 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. The Company partners with Regreen and has access to its technology for use in developing clean and renewable energy solutions.

Item 1A. Risk Factors

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

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We have developed and maintain a cybersecurity risk management methodology intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management is integrated into our overall enterprise risk management, and shares common methodologies, reporting channels and governance processes that apply across the Company to other legal, compliance, strategic, operational, and financial risk areas. As part of our overall risk management processes and procedures, we have instituted a cybersecurity awareness designed to identify, assess and manage material risks from cybersecurity threats. This involves ongoing monitoring of systems and networks, including networks on which we rely. Through our cybersecurity awareness, the current threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity threats. We may engage external experts, including cybersecurity assessors, consultants and auditors to evaluate cybersecurity measures and risk management processes as needed. We also depend on and engage various third parties, including suppliers, vendors and service providers in connection with our operations. Our management team oversee and identify material risks from cybersecurity threats associated with our use of such entities.

As of the date of this Report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Report.

Item 2. Properties

Our principal executive offices are located at 1100 Benjamin Franklin Drive, Unit 802, Sarasota, Florida 34236. We believe our present facilities are adequate for our current needs as it is in close proximity to the Holcomb Energy System R&D Facility. We do not own any real property.

Item 3. 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.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Common Stock

Our common stock was listed for trading on the OTCQB on September 30, 2022, under the symbol "ASRE".

Holders of Record of Common Stock

As of December 11, 2024, we had approximately 181 stockholders of record for our common stock. The foregoing number of stockholders of record does not include an unknown number of stockholders who hold their stock in "street name".

Dividend Policy

We have never declared or paid cash dividends on our common stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.

Recent Sales of Unregistered Securities

Unregistered securities sold by the Company during the period covered by this report have been previously reported in our Registration Statement on Form S-1, on a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Purchases of Equity Securities

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.

Equity Compensation Plan Information

As of August 31, 2024, we do not have any equity compensation plans.

Item 6. [Reserved]

Item 7. 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 Annual 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

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

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Results of Operations

Fiscal Year Ended August 31, 2024, Compared to Fiscal Year Ended August 31, 2023

We did not recognize any revenue for the years ended August 31, 2024 and 2023.

General and Administrative

General and administrative expenses were $333,008 and $127,037 for the years ended August 31, 2024 and 2023, respectively, an increase of $205,971 or 162.1%. In the current fiscal year, we had an increase of audit fees of approximately $33,820, legal fees of $144,590 and recruiting fees of $72,000.

Business Development

Business development expenses were $874,245 and $819,715 for the years ended August 31, 2024 and 2023, respectively, an increase of $54,530 or 6.7%. Business development expenses are primarily for travel and consulting fees.

Land Lease and penalties

Land lease and penalties increased to $318,467 from $0 for the year ended August 31, 2024 and 2023, respectively. As per the terms of the lease agreement with the Revolutionary Government of Zanzibar (Note 7), the Company is delinquent in its first payment and has incurred a penalty.

Consulting – Related Party

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

Amortization and Depreciation Expense

In the current year we incurred amortization expense of $88,310 for our license to manufacture the Holcomb In-Line Power Generator and Self-Sustaining Power Plant and $1,159 of depreciation expense on an automobile.

Executive Compensation

Executive compensation expenses were $345,000 and $1,693,250 for the years ended August 31, 2024 and 2023, respectively, a decrease of $1,348,250 or 79.6%. 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 years ended August 31, 2024 and 2023, were $389,840 and $701,612, respectively, a decrease of $311,772 or 44.4%. 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 year ended August 31, 2024, we had total other expense of $1,138,597, compared to total other expense of $7,085,471 in the prior year. In the current year we had interest expense of $1,880,602, $537,500 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 $8,095 and we recognized $750,100 of other revenue from our joint venture with Powertron. In the prior period we had interest expense of $13,510, a loss on the issuance of convertible debt of $36,242, a loss for the change in fair value of derivative of $50,570, debt discount expense of $69,250, and early payment penalty of $20,706 and a loss on impairment of $7,049,213. These expense were offset with a $2,208 gain for foreign exchange and a gain on extinguishment of debt of $151,812.

Net Loss

We had a net loss of $3,487,467 for the year ended August 31, 2024, compared to $10,430,545 for the year ended August 31, 2023. Our net loss has decreased for the reasons discussed above.

Liquidity and Capital Resources

We have an accumulated deficit at August 31, 2024 of $56,142,747. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At August 31, 2024, the Company had cash of $23,012. We will need to rely on private capital investment or loans to fund future operations for the next 12 months.

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Cash Flows

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

	Years Ended August 31,
	2024			2023
Net cash (used in) provided by:
Operating activities	$	(124,815	)	$	(593,160	)
Investing activities		(20,723	)		—
Financing activities	$	145,300		$	417,511

Operating Activities

Cash used in operating activities was $124,815 and $593,160 for the years ended August 31, 2024 and 2023, respectively.

Investing Activities

Cash used in investing activities was $20,723 and $0 for the years ended August 31, 2024 and 2023, respectively. In the current fiscal year we purchased an automobile for $20,723.

Financing Activities

Cash provided by financing activities was $145,300 and $417,511 for the years ended August 31, 2024 and 2023, respectively. The decrease in cash provided by financing activities was primarily due to a decrease 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.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

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

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Item 8. Financial Statements and Supplementary Data

ASTRA ENERGY INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB #05525)		F-2

Consolidated Balance Sheets as of August 31, 2024 and 2023		F-3

Consolidated Statements of Operations for the Years ended August 31, 2024 and 2023		F-4

Consolidated Statements of Stockholders’ Equity for the Years ended August 31, 2024 and 2023		F-5

Consolidated Statements of Cash Flows for the Years ended August 31, 2024 and 2023		F-6

Notes to the Consolidated Financial Statements		F-7

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Astra Energy, Inc and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Astra Energy, Inc and Subsidiaries (“the Company”) as of August 31, 2024, and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended August 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a significant accumulated deficit and no ongoing revenue sources. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting Treatment related to Joint Ventures and Investment Impairment – Refer to Note 6 to the Financial Statements

Critical Audit Matter Description

The Company acquired a 50% ownership interest in Astra-Holcomb Energy Systems, LLC during the year ended August 31, 2023. Additionally, the Company executed several joint venture agreements that were in effect during the year ended August 31, 2024. As assessing for potential impairment related to the Astra-Holcomb investment and assessing the proper accounting treatment related to the joint ventures requires significant auditor judgement, we deemed investment impairment and joint venture accounting treatment to be critical audit matters.

How the Critical Audit Matter was Addressed on the Audit

Our principal audit procedures consisted of the following, among others:

	·	Identifying all joint venture agreements and inquiring of management regarding the status of and activity under these agreements.

	·	Reviewing source documents and agreements with partners and other entities.

	·	Evaluating the relevance and reliability of management’s analysis to ensure the value of the investments are properly recorded under generally accepted accounting principles.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2021.

Spokane, Washington

December 16, 2024

F-2

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ASTRA ENERGY INC. CONSOLIDATED BALANCE SHEETS

	August 31, 2024			August 31, 2023
ASSETS
Current assets:
Cash	$	23,012		$	23,250
Accounts receivable		240,020			—
Accounts receivable – related party		235,209			—
Other current assets		35,907			—
Prepaid loan fee		2,465,200			—
Total current assets		2,999,348			23,250
License, net of amortization (Note 5)		1,597,849			-
Investment (Note 6)		2,725,000			2,725,000
Automobile, net of depreciation		19,564			—
Operating leases, right of use assets (Note 7)		4,691,010			4,818,471

Total Assets	$	12,032,771		$	7,566,721

LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	965,298		$	265,917
Accounts payable - related parties (Note 8)		507,565			322,500
Refundable deposits		915,000			190,000
Accrued interest payable		1,882,842			6,840
Loan payable-related party (Note 9)		—			93,011
Notes payable - (Note 10)		200,000			100,000
Note payable - related party (Note 10)		2,510,500			—
Debenture payable (Note 11)		—			20,000
Operating lease liability – current portion		128,519			127,460
Total current liabilities		7,109,724			1,125,728
Operating lease liability – net of current portion (Note 7)		4,562,492			4,691,011
Total Liabilities		11,672,216			5,816,739

Commitments and contingencies (Note 12)		—			—
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding		8			8
Series B Preferred stock, par $0.001, 207 shares authorized; 207 shares issued and outstanding		—			—
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding		748			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding		305			305
Series A1 Preferred stock, par $0.0001, 1 share authorized; no shares issued and outstanding, respectively		—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 72,810,382 and 67,638,982 shares issued and outstanding, respectively.		72,810			67,639
Stock subscriptions receivable		(5,000	)		(5,000	)
Common stock to be issued		355,465			-
Additional paid-in capital		56,078,966			54,341,562
Accumulated deficit		(56,142,747	)		(52,655,280	)
Total Stockholders’ Equity		360,555			1,749,982

Total Liabilities and Stockholders’ Equity	$	12,032,771		$	7,566,721

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

F-3

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ASTRA ENERGY INC. CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended August 31,
	2024			2023
Revenue	$	—		$	—

Operating Expenses:
General and administrative		333,008			127,037
Business development		874,245			819,715
Land lease and penalties		318,467			—
Consulting - related party		—			3,460
Amortization and depreciation expense		88,310			—
Executive compensation		345,000			1,693,250
Stock compensation-consulting		389,840			701,612
Total operating expenses		2,348,870			3,345,074

Loss from operations		(2,348,870	)		(3,345,074	)

Other income (expense):
Foreign exchange		(8,095	)		2,208
Interest expense		(1,880,602	)		(13,510	)
Interest expense – debt discount		—			(69,250	)
Early payment penalty		—			(20,706	)
Impairment loss		—			(7,049,213	)
Loss on issuance of convertible debt		—			(36,242	)
Change in fair value of derivative		—			(50,570	)
Gain on extinguishment of debt		—			151,812
Other income		750,100			—
Total other expense		(1,138,597	)		(7,085,471	)

Loss before income taxes		(3,487,467	)		(10,430,545	)

Provision for income taxes		—			—

Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15

Weighted average common shares outstanding, basic and diluted		72,472,237			70,475,577

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

F-4

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ASTRA ENERGY INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED AUGUST 31, 2024 AND 2023

	Series A Preferred				Series A1 Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Stock				Common Stock to Be			Stock Subscription			Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issued			Receivable			Capital		Deficit			Total
Balance, August 31, 2022		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		50,355,540	$	50,356	$	20,000		$	(5,000	)	$	42,104,418	$	(42,224,735	)	$	(53,900	)
Common stock issued for services - related party		—		—		—		—		—		—		—		—		—		—		3,615,000		3,615		—			—			1,515,135		—			1,518,750
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		1,640,000		1,640		—			—			582,510		—			584,150
Prepaid common stock issued for acquisition		—		—		—		—		—		—		—		—		—		—		11,459,442		11,459		—			—			9,855,568		—			9,867,027
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		569,000		569		(20,000	)		—			283,931		—			264,500
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(10,430,545	)		(10,430,545	)
Balance, August 31, 2023		7,774		8		1		—		207		—		747,870		748		304,558		305		67,638,982		67,639		—			(5,000	)		54,341,562		(52,655,280	)		1,749,982
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		125,000		125		355,465			—			34,250		—			389,840
Common stock issued for acquisitions		—		—		—		—		—		—		—		—		—		—		5,000,000		5,000		—			—			1,680,000		—			1,685,000
Common stock issued for conversion for debt		—		—		—		—		—		—		—		—		—		—		46,400		46		—			—			23,154		—			23,200
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(3,487,467	)		(3,487,467	)
Balance, August 31, 2024		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		72,810,382	$	72,810	$	355,465		$	(5,000	)	$	56,078,966		(56,142,747	)	$	360,555

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

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ASTRA ENERGY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended August 31,
	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(3,487,464	)	$	(10,430,545	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation-related party		—			1,518,750
Stock based compensation		389,840			692,009
Impairment expense		—			7,049,212
Amortization and depreciation		88,310			—
Debt discount amortization		—			69,250
Early payment penalty		—			20,706
Loss on issuance of convertible debt		—			36,242
Change in fair value of derivative		—			50,570
Gain on extinguishment of debt		—			(151,812	)
Financing costs		1,530,000			—
Changes in assets and liabilities:
Other current assets		(35,907	)		—
Accounts receivable		(240,020	)		—
Receivable – related party		(235,209	)		194,520
Accounts payable		583,407			216,613
Lease penalties		318,467			—
Accounts payable-related parties		185,065			215,300
Due to related party		—			(270,185	)
Customer deposits		725,000			190,000
Accrued interest		146,707			6,210
Net Cash Used in Operating Activities		(31,804	)		(593,160	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of automobile		(20,723	)		—
Net Cash Used by Investing Activities		(20,723	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		100,000			100,000
Proceeds from note payable– related party		2,510,500			93,011
Repayment of note payable– related party		(93,011	)		—
Financial guarantee insurance		(2,465,200	)		—
Common stock issued for cash		—			224,500
Net Cash Provided by Financing Activities		52,289			417,511

Net Change in Cash		(238	)		(175,649	)
Cash at Beginning of Year		23,250			198,899
Cash at End of Year	$	23,012		$	23,250

Supplemental disclosure of non-cash investing activity:
Common stock issued for investment	$	—		$	2,725,000
Common stock issued for license asset	$	1,685,000		$	—
Common stock issued for prepayment of acquisition	$	—		$	7,049,212
Establish right of use asset	$	—		$	4,818,471
Common stock issued for conversion of debt	$	23,200			—

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

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ASTRA ENERGY INC.

Notes to the Consolidated Financial Statements

August 31, 2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited. As of August 31, 2024, there has been no operating activities in these subsidiaries.

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

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On August 13, 2024, the name of the subsidiary was changed to Regen Waste Management Inc.

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

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

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

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

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

On March 8, 2024, the Company entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron"). Pursuant to the terms of the Agreement, the Company and Powertron will create a new entity (“Newco”), to hold the Patents related to the processing of waste to energy, which will be assigned from Regreen Technologies, Inc. to Newco. Pursuant to the terms of the Agreement, the Company has received $750,000 in cash with remaining consideration of $4 million in cash and 4 million shares of common stock of Newco. As of August 31, 2024, there were no JV operations in place.

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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. As of August 31, 2024, there were no JV operations in place.

On July 30, 2024, the Company incorporated a subsidiary in Kenya called Astra Clean and Renewable Projects Limited. The Company is owned 90% by Astra Energy Inc. and 10% by Robert Kennedy Okongo, of Nairobi, Kenya.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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 and are Astra Energy Services Limited, Regen Waste Management Inc., Astra Energy Tanzania Limited, Astra Holcomb Energy Systems Inc., and Astra Clean and Renewable Projects Limited (Note 1). 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 August 31, 2024 and 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 years ended August 31, 2024 and 2023 was $88,310 and $0, respectively.

Investments

The Company accounts for its investments under ASC 321, “Investments – Equity Securities,” which requires that investments in equity securities be measured at fair value with changes in value recorded as unrealized gains and losses in current period operations.

The Company also accounts for its investments in entities over which it has significant influence but does not have control using the equity method of accounting. Under this method, the investment is initially recorded at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee's net income or loss. Dividends received from the investee reduce the carrying amount of the investment.

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.

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Stock-based Compensation

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

Revenue Recognition

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

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

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

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 year ended August 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 569,000 warrants which are convertible at $1.00 per share into 569,000 common shares. As of August 31, 2023, the Company has 7,774 potentially dilutive shares from Series A preferred stock, 304,558 potentially dilutive shares from the Series D preferred stock and approximately 20,000 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.

	For the Years Ended August 31,
	2024			2023
Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average common shares outstanding, basic		72,472,237			70,475,577

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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 financial statements, the Company has an accumulated deficit of $56,142,747 as of August 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.

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NOTE 4 – AUTOMOBILE

On May 20, 2024, the Company purchased an automobile for $20,723. The automobile is being depreciated over five years. Depreciation expense for the year ended August 31, 2024, was $1,159.

Automobile	$	20,723
Accumulated depreciation		(1,159	)
Automobile, net	$	19,564

NOTE 5 – 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, based on the closing stock price on the date of issuance. 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. The license is being amortized over 18 years. During the year ended August 31, 2024, the Company incurred amortization expense of $88,310. 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 6 – 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 (refer Note 5). The value of the acquisition was based on the closing stock price of the Company’s shares on the effective date of the agreement. As of August 31, 2024, there was no operating activities in Astra-Holcomb Energy Systems LLC.

NOTE 7 – 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.

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As per the terms of the lease, the Company is delinquent in its lease payments and expensed $318,467 in penalties in the current year. 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.

	Balance Sheet Classification	August 31, 2024
Asset
Operating lease asset	Right of use asset	$	4,691,010
Total lease asset		$	4,691,010

Liability
Operating lease liability – current portion	Current operating lease liability	$	128,519
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,562,492
Total lease liability		$	4,691,011

Lease obligations at August 31, 2024 consisted of the following:

For the year ended August 31:
2025	$	167,614
2026		167,614
2027		167,614
2028		167,614
2029		167,614
Thereafter		4,525,579
Total payments		5,363,649
Amount representing interest		(672,638	)
Lease obligation, net		4,691,011
Less current portion		(128,519	)
Lease obligation – long term	$	4,562,492

NOTE 8 – OTHER RELATED PARTY TRANSACTIONS

During the year ended August 31, 2023, the Company entered into a services agreement with the CEO and director of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.10 on the date of the agreement, for total non-cash compensation of $420,000.

During the year ended August 31, 2023, the Company entered into a services agreement with the Vice President of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.33 on the date of the agreement, for total non-cash compensation of $466,000. During the year ended August 31, 2023, the Vice President received $12,000 cash for services rendered.

During the year ended August 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly-owned subsidiary, whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price of $0.25 on the date of the agreement, for total non-cash compensation of $22,500. The COO was entitled to invoice the Company for $12,500 for services for the month of January, 2023. The services agreement was terminated effective February 1, 2023 and the COO has not invoiced the subsidiary for any services.

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During the year ended August 31, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated January 1, 2021. The shares were valued based on the closing stock price of $0.05 on the date of the agreement, for total non-cash compensation of $5,000. This agreement was terminated effective August 31, 2022.

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

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

During the year ended August 31, 2023, the Company issued 75,000 common shares to a director of the Company in exchange for services. The shares were valued based on the closing stock price of $0.17 on the date of the agreement, for total non-cash compensation of $12,750.

As of August 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 August 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 August 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. The full amount of the transaction fee was expensed in the current year given the amount will be fully paid once the funding closes.

During the year ended August 31, 2024, the Company accrued $120,000 in fees to the CEO of the Company and repaid $120,000. The Company owes $90,000 to the CEO at August 31, 2024 ($90,000 – August 31, 2023).

During the year ended August 31, 2024, the Company accrued $3,000 in fees to the President and repaid $30,500. The Company owes $84,500 to the President at August 31, 2024 ($86,500 – August 31, 2023).

During the year ended August 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 August 31, 2024 ($90,000 – August 31, 2023).

During the year ended August 31, 2024, the Company accrued $15,000 in fees to the former Chief Financial Officer and repaid $5,000. The Company owes $18,750 to the Chief Financial Officer at August 31, 2024 ($10,750 – August 31, 2023).

During the year ended August 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 August 31, 2024 ($11,500 – August 31, 2023).

During the year ended August 31, 2024, the Company accrued $126,000 in compensation to the new CFO. The Company owes $126,000 to the CFO at August 31, 2024.

NOTE 9 – LOAN PAYABLE-RELATED PARTY

As of August 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.

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NOTE 10 – NOTE PAYABLE

On February 16, 2023, the Company entered into a Loan agreement, wherein the Company promised to pay GTII 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 August 31, 2024, the Company owed the lender $100,000 (August 31, 2023 - $100,000) plus accrued interest of $15,342 (August 31, 2023 - $5,370). The loan is in default and the Company is negotiating extended terms. As of August 31, 2024, the Company has accrued $337,500 in late fees. This loan is personally guaranteed by the CEO of the Company.

As of August 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. This Financial Guarantee Insurance has been accounted for as a prepayment given the funding has not yet closed but will be considered loan costs amortized over the life of the loan once funding is secured. The amount will be refunded if the loan is not secured. 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.

As of August 31, 2024, the company owes $100,000 to Edwin Stoughton for cash advanced to the Company to pay for costs incurred 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 $100,000.

NOTE 11 – 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 12 – COMMITMENTS AND CONTINGENCIES

On November 11, 2024 Astra Energy Inc. was made aware of a Demand for Payment letter issued to Regreen Technologies Inc. from NAPS Construction – Investment Fund, LLC for loan agreements entered between the parties.

On May 25, 2022 Regreen Technologies Inc entered into a loan agreement and promised to pay NAPS Construction – Investment Fund, LLC $270,500 with interest of 12% per annum on or before August 24, 2022. On December 14, 2022 Regreen Technologies Inc entered into a loan agreement and promised to pay NAPS Construction – Investment Fund, LLC $10,000 with interest of 12% per annum on or before February 15, 2023. These loans are in default.

Astra Energy Inc. has an interest in resolving this matter with the debtor as it is currently negotiating a transaction with Powertron Global LLC involving Regreen Technologies Inc patents.

NOTE 13 – 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.

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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 August 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 14 – COMMON STOCK

During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock at $0.50 per unit for total cash proceeds of $284,500.

During the year ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $60,000. The shares were valued based on the closing stock price on the date of the agreement.

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

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

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

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

During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company issued 200,000 common shares in exchange for services for total non-cash compensation of $28,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $8,250. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $31,250. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $15,750. The shares were valued based on the closing stock price on the date of the agreement.

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During the year ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company issued 5,000,000 common shares at a price of $0.545 per share in exchange for a 50% interest in Astra-Holcomb Energy Systems Inc. The shares were valued based on the closing price at the date of agreement.

During the year ended August 31, 2023, the Company issued 6,459,442 common shares at an average price of $1.05 per share in exchange for a 9.5% interest in Regreen Technologies Inc. The shares were valued based on the closing price at the date of agreement. There is uncertainty as to future value of Regreen Technologies shares and the Company has written down the value of the shares issued to zero as an impairment loss of $7,049,212.

During the year ended August 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 year ended August 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 year ended August 31, 2024, the Company issued 46,400 common shares in conversion of principal and interest of $20,000 and $3,200, respectively (Note 11).

On September 3, 2024, the Company issued 1,950,000 common shares to executives pursuant to their agreements in exchange for services for a total non-cash compensation of $355,465.

NOTE 15 – 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 August 31, 2024.

NOTE 16 – WARRANTS

As of August 31, 2024, there are 569,000 outstanding warrants. One warrant can be exercised to purchase one share of the Company’s common stock at $1.00 per share.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, August 31, 2022		2,326,000		$	1.00		1.51
Issued		569,000		$	1.00		2.00
Cancelled or expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2023		2,895,000		$	1.00		0.56	$	—
Issued		—		$	—		—
Cancelled or expired		(2,326,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2024		569,000		$	1.00		0.11	$	—

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NOTE 17 – INCOME TAXES

At August 31, 2024, the Company had net operating loss carry forwards of approximately $7,529,000 that can be offset against future taxable income. No tax benefit has been reported in the August 31, 2024 or 2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

The provision for Federal income tax consists of the following for the years ended August 31, 2024 or 2023:

	2024			2023
Federal income tax benefit attributable to:
Current operations	$	493,000		$	699,000
Less: valuation allowance		(493,000	)		(699,000	)
Net provision for Federal income taxes	$	—		$	—

The cumulative tax effect at the expected rate of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted) of significant items comprising our net deferred tax amount is as follows as of August 31, 2024 or 2023:

	2024		2023
Deferred Tax Assets:
NOL Carryover	$	8,022,000	$	7,529,000
Less valuation allowance		(8,022,000		(7,529,000	)
Net deferred tax assets	$	—	$	—

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards August be limited as to use in future years. The Company is evaluating the effects of its recent change in ownership on its NOL.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of August 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 18 – SUBSEQUENT EVENTS

On September 3, 2024, the Company issued 1,950,000 common shares to executives pursuant to their agreements in exchange for services for a total non-cash compensation of $355,465.

On October 21, 2024, the Company, through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the "Agreement") with a large multinational oil and gas corporation based in Dubai, United Arab Emirates (the "Client"), collectively (the "Parties").

The Company entered into an Agreement to engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis.

The products to which this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and the Self-Sustaining Power Plant (SSPP) for commercial use but not residential use, and the power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co.

As of December 2, 2024, the board of directors of Astra Energy Inc., accepted the resignation of Benjamin Grier from all positions at Astra. Mr. Grier felt there was a lack of board oversight of management and there was a lack of appropriate protocols.

On December 5, 2024, GTII Strategic Acquisitions & Equity Inc sent a settlement proposal to the Company with regards to the outstanding loan agreement between the parties. This will be taken before the board of directors of Astra Energy Inc, for review.

As of December 5, 2024, with regards to the Joint Venture Agreement entered into between the Company and Powertron Global LLC on March 8, 2024, the Company has not agreed to a further extension after granting two successive 45-day extensions beyond the initial closing date at Powertron’s request. Both parties still have interest in working together and are in discussions on how best to proceed with a new transaction

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of August 31, 2024 because of the material weaknesses identified in our internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As of August 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). A Material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (United States) Auditing Standard No. 2) or a combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Based on such assessment, management concluded that as of August 31, 2024, our internal control over financial reporting was not effective. Management has identified the following material weakness:

	·	inadequate segregation of duties consistent with control objectives

	·	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements

Planned Remediation

With the oversight of senior management and our audit committee, we are taking the steps below and plan to take additional measures to remediate the underlying causes of the material weaknesses:

	·	The Company will take steps to remediate the control activities material weakness through the documentation of processes and controls for transactions that occur in the course of business, and in the financial statement close, reporting and disclosure processes.

	·	The Company will formalize our process and documentation for monitoring internal control over financial reporting. The documentation will serve as the evidence to ascertain whether the control activities are present and functioning and provide a foundation for the Company to communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

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In addition, under the direction of the audit committee of the Board of Directors, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as to refine policies and procedures to improve the overall effectiveness of internal control over financial reporting of the Company.

We cannot be assured that the measures we have taken to date, or plan to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company.

Change in Internal Control over Financial Reporting

Except as discussed above, there have been no changes in the Company’s internal controls over financial reporting during the year ended August 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Significant Employees

The following table and text set forth the names and ages of our current directors, executive officers and significant employees as of December 11, 2024. All of the directors will serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among any of the directors and executive officers. From time to time, our directors have received compensation in the form of cash and equity grants for their services on the Board.

Name	Age	Title

Ronald Loudoun	61	Chief Executive Officer and Director

Kermit Harris	50	President and Director.

Jayanti Govindji	81	Director

Robert Holcomb	83	Director

The background and principal occupations of the directors and officers of the Company are as follows:

Ronald W. Loudoun – (Age 61)

- Director, CEO and Chairman of Astra Energy Inc.

- Director of Regreen Technologies Inc.

Ronald W. Loudoun, age 61, is the CEO and Chairman of the Board of our Company. He has extensive business development experience in the renewable energy market, and has maintained a longstanding interest in both communicating the need for, and sourcing new methods for conscious minded development and growth. He is a successful business strategist with more than 30 years’ experience as an entrepreneur and real estate developer. He possesses an excellent background in new business development, multi-site operations, performance quality and improvement, and product branding and creation. Distinguished as a meticulous, methodical, hands-on-leader, Mr. Loudoun has been the catalyst for advancement in many business ventures.

Kermit A. Harris,

age 50, 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 domestically and abroad, working closely with COO Dan Claycamp. Kermit has been with the Company since 2019. From January 2017 to January 2019, he was the Business Development/Acquisition Manager for the Donato Group, Inc. where his responsibilities included identifying opportunities to enhance and streamline operations within any construction/development project to increase the satisfaction levels of municipalities, development entity, and investors when working with their staff/sub-contractors and partners. None of the companies where Mr. Harris was employed prior to being employed by the registrant was a parent, subsidiary or other affiliate of the registrant. 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.

Jayanti Govindji M.D., 81 years of age, Director, brings a wealth of business acumen with extensive experience in negotiation and constructing, developing and managing multiple successful business ventures in the hospitality and pharmaceutical industries, in addition to growing his family-owned hotel hospitality empire that boasts some of the top brands in the hotel industry including Marriott, Hilton and IHG brands. This follows his 35 years of medical practice in Utah where he successfully established an obstetrical department at Utah Valley Regional Medical Center.

Dr. Govindji obtained his medical degree from the prestigious M.S. University of Baroda, India. He completed his medical residency in anesthesia at the renowned Addenbrooke's Hospital in Cambridge, UK and also completed his USA medical practice requirements at Beth Israel Medical Center in New York.

Robert Holcomb MD, Ph.D., 83 years of age, Director is Co-Owner, Co-Founder, and Co-Manager of Holcomb Scientific Research, an Irish-based research and development company setting a new industry standard in electric power generation.

With decades of experience across the medical, scientific, and energy industries, Dr. Holcomb is a pioneer in modern invention with hundreds of patents across a range of industries from breakthrough clean energy solutions to medical devices such as MagnaBloc, which achieved approximately $1 billion in worldwide sales. He has also patented numerous environmentally friendly products, processes, and devices, including a CO2 converter that captures CO2 in power plant emissions and in the atmosphere and converts it back to its base elements, as well as a unique water purification system.

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He spent almost 20 years as a child and adult neurologist on the faculty of the Vanderbilt University School of Medicine in Nashville, one of the nation’s longest serving and most prestigious academic medical centers. During this time, he regularly published articles in a series of medical and scientific journals and traveled around the world delivering lectures.

The Board and Committees

Our Board has one committee, the Audit Committee.

Audit Committee

Benjamin N. Grier and Jayanti Govindji are the members of our Audit Committee and Benjamin N. Grier served as the chairperson through to his resignation on December 2, 2024. Benjamin N. Grier and Jayanti Govindji meet the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.

Benjamin N. Grier, a member of the audit committee is an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, and Benjamin N. Grier and Jayanti Govindji are both “independent” as that term is defined in Rule 5605(a) of the Nasdaq Marketplace Rules.

We adopted and approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:

	·	evaluate the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;

	·	approve the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;

	·	monitor the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

	·	review the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

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	·	oversee all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

	·	review and approves in advance any proposed related-party transactions and report to the full Board of Directors on any approved transactions; and

	·	provide oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board of Directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board of Directors regarding corporate governance issues and policy decisions.

It is determined that Benjamin N. Grier possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Independence of the Board

As required under the Nasdaq Stock Market listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning her or his background, employment, and affiliations, our board has determined that Benjamin N. Grier and Jayanti Govindji do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing requirements and rules of Nasdaq.

In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with the Company.

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.

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Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control person of the Company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any Federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law; (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto; (iv) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (a) Any Federal or State securities or commodities law or regulation; or (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; nor (v) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member (covering stock, commodities or derivatives exchanges, or other SROs).

Code of Conduct and Ethics

We have adopted a written code of ethics that applies to all directors, officers and employees in accordance with the rules of the NASDAQ Stock Market and the SEC. We have filed a copy of our code of ethics as an exhibit to our Registration Statement filed on Form S-1. You will be able to review these documents by accessing our public filings at the SEC’s web site at sec.report. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

Item 11. 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, 2024 and 2023. This table consists of all the executive officers of the Company who served in such capacity at the end of the fiscal year.

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2024 AND 2023 SUMMARY COMPENSATION TABLE

Name and Principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Ronald Loudoun	2024	$	120,000		-		-		-		-		-		-	$	120,000
CEO (1)	2023	$	90,000		-		-		-		-		-		-	$	90,000
Kermit Harris	2024	$	30,000	$	-	$	-	$	-	$	-	$	-	$	-	$	30,000
President	2023	$	60,000	$	-	$	420,000	$	-	$	-	$	-	$	-	$	480,000
Claudio Flamini⁽²⁾	2024	$	126,000	$	-	$	-	$	-	$	-	$	-	$	-	$	126,000
CFO	2023	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Rachel Boulds⁽⁴⁾	2024	$	15,000	$	-	$	-	$	-	$	-	$	-	$	-	$	15,000
CFO	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000
Lisa Thompson⁽³⁾	2024	$	12,000	$	-	$	-	$	-	$	-	$	-	$	-	$	12,000
Corporate Secretary	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000

	(1)	Mr. Loudoun was appointed CEO and director of the Company on July 3, 2023.

	(2)	Mr. Flamini was appointed CFO of the Company on March 18, 2024.

	(3)	Mrs. Thompson resigned as Corporate Secretary on February 9, 2024.

	(4)	Ms. Boulds resigned as CFO on March 18, 2024.

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 January 16, 2023, Mr. Harris received 2,000,000 common shares in exchange for services rendered.

On October 3, 2020, we entered into a services agreement with Lisa Thompson, wherein, Ms. Thompson will receive a monthly fee of $2,000. In addition, Ms. Thompson 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 $2,000. 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 received an additional 250,000 shares of common stock.

On December 1, 2022, we entered into a services agreement with Ronald Loudoun, wherein, Mr. Loudoun will receive a monthly fee of $10,000.

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On March 18, 2024, we entered into an agreement with Claudio Flamini, wherein, Mr. Flamini will receive a monthly salary of $20,000. In addition, Mr. Flamini will receive 250,000 shares of common stock of the Company pursuant to his agreement.

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.

Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters

The following table sets forth, as of August 31, 2024, 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:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common	Ronald Loudoun⁽¹⁾ Vancouver, BC		-		-	%
Common	Kermit A Harris⁽²⁾ Southfield, Michigan		3,500,000		4.81	%
Common	Claudio Flamini⁽³⁾ Lakewood Ranch, FL		125,000		0.17	%

Common	Jayanti Govindji⁽⁴⁾ Sarasota, FL		100,000		.14	%
Common	Benjamin N. Grier⁽⁵⁾ Southfield, MI		210,000		.29	%
Common	Albert Mardikian⁽⁶⁾ Huntington Beach, CA		10,000,000		13.73	%
	Directors and Officers as a Group (6 persons)		13,935,000		19.14	%
Common	Alita Capital Inc. (Ron Loudoun) Poway, CA		3,989,714		5.48	%
Common	Trimark Capital Partners Inc. (Ron Loudoun) Grand Cayman, Cayman Islands		6,000,000		8.24	%
Common	HRE Scientific Holdings Ltd. (Robert Holcomb) Sarasota, CA		10,000,000		13.73	%

Table of Contents

__________

(1) (2)	Mr. Loudoun was appointed CEO and director of the Company on July 3, 2023. Mr. Harris was appointed President and Director on October 1, 2020.

(3)	Mr. Flamini was appointed CFO of the Company on March 18, 2024.

(4)	Mr. Govindji was appointed a director on October 25, 2023.

(5)	Mr. Grier was appointed a director on July 28, 2022. Mr. Grier resigned on December 2, 2024.

(6)	Mr. Mardikian is a Director of Regreen Technologies Inc.

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or dispositive power as well as any shares that the individual has the right to acquire within 60 days of the date through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock held by that person. The percentage of shares beneficially owned is computed on the basis of 72,810,382 shares of our common stock outstanding as of the date of this annual report.

The following table sets forth, as of October 22, 2024, certain information concerning the beneficial ownership of our Preferred Stock:

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Class

Preferred A

Vision Opportunity Master Fund, Ltd.

317 Madison Avenue, Suite 1220, New York, NY

7,774

100

Item 13. Certain Relationships and Related Transactions, and Director Independence

Table of Contents

During the year ended August 31, 2024, the Company accrued $30,00 in fees to the President and repaid $30,500. The Company owes $84,500 to the President at August 31, 2024 ($86,500 – August 31, 2023).

During the year ended August 31, 2024, the Company accrued $126,000 in compensation to the new CFO. The Company owes $126,000 to the CFO at August 31, 2024.

Table of Contents

Item 14. Principal Accountant Fees and Services

	2024		2023
Audit Fees	$	53,875	$	25,000
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.

Table of Contents

Part IV

Item 15. Exhibits

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission.

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

Item 16. Form 10-K Summary

We have elected to not provide information under this Item.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

ASTRA ENERGY INC.

/s/ Ronald Loudoun		December 16, 2024
Ronald Loudoun		Date
CEO

/s/ Claudio Flamini		December 16, 2024
Claudio Flamini		Date
CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Kermit Harris		December 16, 2024
Kermit Harris		Date
President and Director

/s/ Robert Holcomb		December 16, 2024
Robert Holcomb		Date
Director

/s/ Jayanti Govindji		December 16, 2024
Jayanti Govindji		Date
Director

nullnullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Aug. 31, 2024	Dec. 11, 2024	Feb. 29, 2024
Cover [Abstract]
Entity Registrant Name	ASTRA ENERGY INC.
Entity Central Index Key	0001231339
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--08-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Aug. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		74,760,382
Entity Public Float			$ 7,067,066
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	000-52205
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-3113571
Entity Address Address Line 1	1100 Benjamin Franklin Drive
Entity Address Address Line 2	Unit 802
Entity Address City Or Town	Sarasota
Entity Address State Or Province	FL
Entity Address Postal Zip Code	34236
City Area Code	800
Icfr Auditor Attestation Flag	false
Auditor Firm Id	5525
Local Phone Number	705-2919
Security 12b Title	Common
Trading Symbol	ASRE
Entity Interactive Data Current	Yes
Auditor Location	Spokane, Washington
Auditor Name	Fruci & Associates II, PLLC

CONSOLIDATED BALANCE SHEETS - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Current assets:
Cash	$ 23,012	$ 23,250
Accounts receivable	240,020	0
Accounts receivable - related party	235,209	0
Other current assets	35,907	0
Prepaid loan fee	2,465,200	0
Total current assets	2,999,348	23,250
License, net of amortization (Note 5)	1,597,849	0
Investment (Note 6)	2,725,000	2,725,000
Automobile, net of depreciation	19,564	0
Operating leases, right of use assets (Note 7)	4,691,010	4,818,471
Total Assets	12,032,771	7,566,721
Current liabilities:
Accounts payable	965,298	265,917
Accounts payable - related parties (Note 8)	507,565	322,500
Refundable deposits	915,000	190,000
Accrued interest payable	1,882,842	6,840
Loan payable-related party (Note 9)	0	93,011
Notes payable - (Note 10)	200,000	100,000
Note payable - related party (Note 10)	2,510,500	0
Debenture payable (Note 11)	0	20,000
Operating lease liability - current portion	128,519	127,460
Total current liabilities	7,109,724	1,125,728
Operating lease liability - net of current portion (Note 7)	4,562,492	4,691,011
Total Liabilities	11,672,216	5,816,739
Commitments and contingencies (Note 12)	0	0
Stockholders' Equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 72,810,382 and 67,638,982 shares issued and outstanding, respectively.	72,810	67,639
Stock subscriptions receivable	(5,000)	(5,000)
Common stock to be issued	355,465	0
Additional paid-in capital	56,078,966	54,341,562
Accumulated deficit	(56,142,747)	(52,655,280)
Total Stockholders' Equity	360,555	1,749,982
Total Liabilities and Stockholders' Equity	12,032,771	7,566,721
Series A Preferred Stock [Member]
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding	8	8
Series D Preferred Stock [Member]
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding	305	305
Series B Preferred Stock [Member]
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding	0	0
Series C Preferred Stock [Member]
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding	748	748
Series A1 Preferred Stocks [Member]
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2024	Aug. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	72,810,382	67,638,982
Common stock, shares outstanding	72,810,382	67,638,982
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	7,774	7,774
Preferred stock, shares outstanding	7,774	7,774
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	380,000	380,000
Preferred stock, shares issued	304,558	304,558
Preferred stock, shares outstanding	304,558	304,558
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	207	207
Preferred stock, shares issued	207	207
Preferred stock, shares outstanding	207	207
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	747,870	747,870
Preferred stock, shares outstanding	747,870	747,870
Series A1 Preferred Stocks [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Aug. 31, 2024	Aug. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 0	$ 0
Operating Expenses:
General and administrative	333,008	127,037
Business development	874,245	819,715
Land lease and penalties	318,467	0
Consulting - related party	0	3,460
Amortization and depreciation expense	88,310	0
Executive compensation	345,000	1,693,250
Stock compensation-consulting	389,840	701,612
Total operating expenses	2,348,870	3,345,074
Loss from operations	(2,348,870)	(3,345,074)
Other income (expense):
Foreign exchange	(8,095)	2,208
Interest expense	(1,880,602)	(13,510)
Interest expense - debt discount	0	(69,250)
Early payment penalty	0	(20,706)
Impairment loss	0	(7,049,213)
Loss on issuance of convertible debt	0	(36,242)
Change in fair value of derivative	0	(50,570)
Gain on extinguishment of debt	0	151,812
Other income	750,100	0
Total other expense	(1,138,597)	(7,085,471)
Loss before income taxes	(3,487,467)	(10,430,545)
Provision for income taxes	0	0
Net Loss	$ (3,487,467)	$ (10,430,545)
Net loss per share, basic and diluted	$ (0.05)	$ (0.15)
Weighted average common shares outstanding, basic and diluted	72,472,237	70,475,577

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock [Member]	Common Stock To Be Issued [Member]	Stock Subscription Receivable [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Series A Preferred Stocks [Member]	Series A1 Preferred Stocks [Member]	Series B Preferred Stocks [Member]	Series C Preferred Stocks [Member]	Series D Preferred Stocks [Member]
Balance, shares at Aug. 31, 2022		50,355,540					7,774	1	207	747,870	304,558
Balance, amount at Aug. 31, 2022	$ (53,900)	$ 50,356	$ 20,000	$ (5,000)	$ 42,104,418	$ (42,224,735)	$ 8	$ 0	$ 0	$ 748	$ 305
Common stock issued for services - related party, shares		3,615,000
Common stock issued for services - related party, amount	1,518,750	$ 3,615	0	0	1,515,135	0	0	0	0	0	0
Common stock issued for services, shares		1,640,000
Common stock issued for services, amount	584,150	$ 1,640	0	0	582,510	0	0	0	0	0	0
Prepaid common stock issued for acquisition, shares		11,459,442
Prepaid common stock issued for acquisition, amount	9,867,027	$ 11,459	0	0	9,855,568	0	0	0	0	0	0
Common stock issued for cash, shares		569,000
Common stock issued for cash, amount	264,500	$ 569	(20,000)	0	283,931	0	0	0	0	0	0
Net loss	(10,430,545)	$ 0	0	0	0	(10,430,545)	$ 0	$ 0	$ 0	$ 0	$ 0
Balance, shares at Aug. 31, 2023		67,638,982					7,774	1	207	747,870	304,558
Balance, amount at Aug. 31, 2023	1,749,982	$ 67,639	0	(5,000)	54,341,562	(52,655,280)	$ 8	$ 0	$ 0	$ 748	$ 305
Common stock issued for services, shares		125,000
Common stock issued for services, amount	389,840	$ 125	355,465	0	34,250	0	0	0	0	0	0
Net loss	$ (3,487,467)	$ 0	0	0	0	(3,487,467)	0	0	0	0	0
Common stock issued for acquisitions, shares	5,000,000	5,000,000
Common stock issued for acquisitions, amount	$ 1,685,000	$ 5,000	0	0	1,680,000	0	0	0	0	0	0
Common stock issued for conversion for debt, shares		46,400
Common stock issued for conversion for debt, amount	23,200	$ 46	0	0	23,154	0	$ 0	$ 0	$ 0	$ 0	$ 0
Balance, shares at Aug. 31, 2024		72,810,382					7,774	1	207	747,870	304,558
Balance, amount at Aug. 31, 2024	$ 360,555	$ 72,810	$ 355,465	$ (5,000)	$ 56,078,966	$ (56,142,747)	$ 8	$ 0	$ 0	$ 748	$ 305

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Aug. 31, 2024	Aug. 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (3,487,464)	$ (10,430,545)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation-related party	0	1,518,750
Stock based compensation	389,840	692,009
Impairment expense	0	7,049,212
Amortization and depreciation	88,310	0
Debt discount amortization	0	69,250
Early payment penalty	0	20,706
Loss on issuance of convertible debt	0	36,242
Change in fair value of derivative	0	50,570
Gain on extinguishment of debt	0	(151,812)
Financing costs	1,530,000	0
Changes in assets and liabilities:
Other current assets	(35,907)	0
Accounts receivable	(240,020)	0
Receivable - related party	(235,209)	194,520
Accounts payable	583,407	216,613
Lease penalties	318,467	0
Accounts payable related parties	185,065	215,300
Due to related party	0	(270,185)
Customer deposits	725,000	190,000
Accrued interest	146,707	6,210
Net Cash Used in Operating Activities	(31,804)	(593,160)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of automobile	(20,723)	0
Net Cash Used by Investing Activities	(20,723)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable	100,000	100,000
Proceeds from note payable- related party	2,510,500	93,011
Repayment of note payable- related party	(93,011)	0
Financial guarantee insurance	(2,465,200)	0
Common stock issued for cash	0	224,500
Net Cash Provided by Financing Activities	52,289	417,511
Net Change in Cash	(238)	(175,649)
Cash at Beginning of Year	23,250	198,899
Cash at End of Year	23,012	23,250
Supplemental disclosure of non-cash investing activity:
Common stock issued for investment	0	2,725,000
Common stock issued for license asset	1,685,000	0
Common stock issued for prepayment of acquisition	0	7,049,212
Establish right of use asset	0	4,818,471
Common stock issued for conversion of debt	$ 23,200	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Aug. 31, 2024

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Principles of Consolidation

Cash and Cash Equivalents

Inventory

Intangible Assets

Investments

Leases

Stock-based Compensation

Revenue Recognition

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

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

Net income (loss) per common share

	For the Years Ended August 31,
	2024			2023
Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average common shares outstanding, basic		72,472,237			70,475,577

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

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

GOING CONCERN

12 Months Ended

Aug. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

AUTOMOBILE

12 Months Ended

Aug. 31, 2024

AUTOMOBILE

AUTOMOBILE

NOTE 4 – AUTOMOBILE

On May 20, 2024, the Company purchased an automobile for $20,723. The automobile is being depreciated over five years. Depreciation expense for the year ended August 31, 2024, was $1,159.

Automobile	$	20,723
Accumulated depreciation		(1,159	)
Automobile, net	$	19,564

LICENSE

12 Months Ended

Aug. 31, 2024

LICENSE

LICENSE

NOTE 5 – LICENSE

INVESTMENT

12 Months Ended

Aug. 31, 2024

INVESTMENT

INVESTMENT

NOTE 6 – INVESTMENT

OPERATING LEASES

12 Months Ended

Aug. 31, 2024

OPERATING LEASES

OPERATING LEASES

NOTE 7 – OPERATING LEASES

	Balance Sheet Classification	August 31, 2024
Asset
Operating lease asset	Right of use asset	$	4,691,010
Total lease asset		$	4,691,010

Liability
Operating lease liability – current portion	Current operating lease liability	$	128,519
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,562,492
Total lease liability		$	4,691,011

Lease obligations at August 31, 2024 consisted of the following:

For the year ended August 31:
2025	$	167,614
2026		167,614
2027		167,614
2028		167,614
2029		167,614
Thereafter		4,525,579
Total payments		5,363,649
Amount representing interest		(672,638	)
Lease obligation, net		4,691,011
Less current portion		(128,519	)
Lease obligation – long term	$	4,562,492

OTHER RELATED PARTY TRANSACTIONS

12 Months Ended

Aug. 31, 2024

OTHER RELATED PARTY TRANSACTIONS

OTHER RELATED PARTY TRANSACTIONS

NOTE 8 – OTHER RELATED PARTY TRANSACTIONS

During the year ended August 31, 2024, the Company accrued $126,000 in compensation to the new CFO. The Company owes $126,000 to the CFO at August 31, 2024.

LOAN PAYABLE RELATED PARTY

12 Months Ended

Aug. 31, 2024

LOAN PAYABLE RELATED PARTY

LOAN PAYABLE-RELATED PARTY

NOTE 9 – LOAN PAYABLE-RELATED PARTY

NOTE PAYABLE

12 Months Ended

Aug. 31, 2024

NOTE PAYABLE

NOTE PAYABLE

NOTE 10 – NOTE PAYABLE

DEBENTURE PAYABLE

12 Months Ended

Aug. 31, 2024

DEBENTURE PAYABLE

DEBENTURE PAYABLE

NOTE 11 – DEBENTURE PAYABLE

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Aug. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Astra Energy Inc. has an interest in resolving this matter with the debtor as it is currently negotiating a transaction with Powertron Global LLC involving Regreen Technologies Inc patents.

PREFERRED STOCK

12 Months Ended

Aug. 31, 2024

PREFERRED STOCK

PREFERRED STOCK

NOTE 13 – PREFERRED STOCK

Series A Convertible Preferred

Series A1 Preferred

Series B Preferred

Series C Preferred

Series D Preferred

COMMON STOCK

12 Months Ended

Aug. 31, 2024

COMMON STOCK

COMMON STOCK

NOTE 14 – COMMON STOCK

During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock at $0.50 per unit for total cash proceeds of $284,500.

During the year ended August 31, 2024, the Company issued 46,400 common shares in conversion of principal and interest of $20,000 and $3,200, respectively (Note 11).

On September 3, 2024, the Company issued 1,950,000 common shares to executives pursuant to their agreements in exchange for services for a total non-cash compensation of $355,465.

STOCK SUBSCRIPTIONS RECEIVABLE

12 Months Ended

Aug. 31, 2024

STOCK SUBSCRIPTIONS RECEIVABLE

STOCK SUBSCRIPTIONS RECEIVABLE

NOTE 15 – STOCK SUBSCRIPTIONS RECEIVABLE

WARRANTS

12 Months Ended

Aug. 31, 2024

WARRANTS

WARRANTS

NOTE 16 – WARRANTS

As of August 31, 2024, there are 569,000 outstanding warrants. One warrant can be exercised to purchase one share of the Company’s common stock at $1.00 per share.

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, August 31, 2022		2,326,000		$	1.00		1.51
Issued		569,000		$	1.00		2.00
Cancelled or expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2023		2,895,000		$	1.00		0.56	$	—
Issued		—		$	—		—
Cancelled or expired		(2,326,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2024		569,000		$	1.00		0.11	$	—

INCOME TAXES

12 Months Ended

Aug. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 17 – INCOME TAXES

The provision for Federal income tax consists of the following for the years ended August 31, 2024 or 2023:

	2024			2023
Federal income tax benefit attributable to:
Current operations	$	493,000		$	699,000
Less: valuation allowance		(493,000	)		(699,000	)
Net provision for Federal income taxes	$	—		$	—

	2024		2023
Deferred Tax Assets:
NOL Carryover	$	8,022,000	$	7,529,000
Less valuation allowance		(8,022,000		(7,529,000	)
Net deferred tax assets	$	—	$	—

SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

On September 3, 2024, the Company issued 1,950,000 common shares to executives pursuant to their agreements in exchange for services for a total non-cash compensation of $355,465.

The Company entered into an Agreement to engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

Principles of Consolidation

Cash and Cash Equivalents

Stock-based Compensation

Revenue Recognition

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

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

Net income (loss) per common share

	For the Years Ended August 31,
	2024			2023
Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average common shares outstanding, basic		72,472,237			70,475,577

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Aug. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of weighted average common shares outstanding

	For the Years Ended August 31,
	2024			2023
Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average common shares outstanding, basic		72,472,237			70,475,577

AUTOMOBILE (Tables)

12 Months Ended

Aug. 31, 2024

AUTOMOBILE

Schedule of automobile

Automobile	$	20,723
Accumulated depreciation		(1,159	)
Automobile, net	$	19,564

OPERATING LEASES (Tables)

12 Months Ended

Aug. 31, 2024

OPERATING LEASES

Schedule of lease asset and liability

	Balance Sheet Classification	August 31, 2024
Asset
Operating lease asset	Right of use asset	$	4,691,010
Total lease asset		$	4,691,010

Liability
Operating lease liability – current portion	Current operating lease liability	$	128,519
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,562,492
Total lease liability		$	4,691,011

Schedule of Future Minimum Lease Payments

For the year ended August 31:
2025	$	167,614
2026		167,614
2027		167,614
2028		167,614
2029		167,614
Thereafter		4,525,579
Total payments		5,363,649
Amount representing interest		(672,638	)
Lease obligation, net		4,691,011
Less current portion		(128,519	)
Lease obligation – long term	$	4,562,492

WARRANTS (Tables)

12 Months Ended

Aug. 31, 2024

WARRANTS

Summary of warrant activity

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, August 31, 2022		2,326,000		$	1.00		1.51
Issued		569,000		$	1.00		2.00
Cancelled or expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2023		2,895,000		$	1.00		0.56	$	—
Issued		—		$	—		—
Cancelled or expired		(2,326,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2024		569,000		$	1.00		0.11	$	—

INCOME TAXES (Tables)

12 Months Ended

Aug. 31, 2024

INCOME TAXES

Schedule of Federal income tax

	2024			2023
Federal income tax benefit attributable to:
Current operations	$	493,000		$	699,000
Less: valuation allowance		(493,000	)		(699,000	)
Net provision for Federal income taxes	$	—		$	—

Schedule of net deferred tax assets

	2024		2023
Deferred Tax Assets:
NOL Carryover	$	8,022,000	$	7,529,000
Less valuation allowance		(8,022,000		(7,529,000	)
Net deferred tax assets	$	—	$	—

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)			1 Months Ended					12 Months Ended
	Mar. 08, 2024	Oct. 12, 2021	Jul. 30, 2024	Sep. 30, 2023	Aug. 31, 2023	Oct. 27, 2022	Dec. 22, 2021	Aug. 31, 2024
Consideration in shares								5,000,000
Astra Holcomb Energy System LLC [Member]
Consideration in shares								5,000,000
Kiluwa Group of Companies Limited of Kinondoni, Tanzania [Member]
Outstanidng share acquisition percentage							20.00%
Joint Venture Agreement With Powertron Global LLC [Member]
Consideration in shares	4,000,000
Cash	$ 750,000
Consideration in cash	4,000,000
A-HES Power Co. [Member]
Deposit	$ 750,000
Astra Energy Inc. [Member]
Outstanidng share acquisition percentage		80.00%	90.00%				80.00%
Consideration in shares				5,000,000
SMC Limited of Mityana, Uganda [Member]
Outstanidng share acquisition percentage		20.00%
Robert Kennedy Okongo, of Nairobi, Kenya [Member]
Outstanidng share acquisition percentage			10.00%
October 27, 2022 \| Astra Holcomb Energy System LLC [Member]
Outstanidng share acquisition percentage						50.00%
Consideration in shares						5,000,000
August 31, 2023 [Member] \| Regreen Technologies [Member]
Outstanidng share acquisition percentage					28.00%
Consideration in shares					7,759,442

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Loss	$ (3,487,467)	$ (10,430,545)
Net loss per share, basic and diluted	$ (0.05)	$ (0.15)
Weighted average common shares outstanding, basic	72,472,237	70,475,577

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Amortization expense	$ 88,310	$ 0
Discount rate per annum	10.00%
Series A Preferred Shares [Member]
Potentially dilutive shares	7,774	7,774
Series D Preferred Shares [Member]
Potentially dilutive shares	304,558	304,558
Convertible Debenture [Member]
Convertible price	$ 1.00
Potentially dilutive shares	569,000	20,000
Warrants	569,000

GOING CONCERN (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
GOING CONCERN
Accumulated deficit	$ (56,142,747)	$ (52,655,280)

AUTOMOBILE (Details)	May 20, 2024 USD ($)
AUTOMOBILE
Automobile	$ 20,723
Accumulated depreciation	(1,159)
Automobile, net	$ 19,564

AUTOMOBILE (Details Narrative) - USD ($)	12 Months Ended
AUTOMOBILE (Details Narrative) - USD ($)	Aug. 31, 2024	May 20, 2024
AUTOMOBILE
Automobile depreciation expense	$ 1,159
Automobile		$ 20,723
Automobile depreciated period	5 years

LICENSE (Details Narrative) - USD ($) shares in Millions	1 Months Ended	12 Months Ended
LICENSE (Details Narrative) - USD ($) shares in Millions	Sep. 30, 2023	Aug. 31, 2024	Aug. 31, 2023
Common stock issued in exchange		5
Amortization expense		$ 88,310	$ 0
September 30, 2023 [Member] \| Holcomb In-Line Power Generator [Member]
Deemed value of common shares	$ 1,685,000
Common stock issued in exchange	5
Amortization expense		$ 88,310

INVESTMENT (Details Narrative) - USD ($) shares in Millions	12 Months Ended
INVESTMENT (Details Narrative) - USD ($) shares in Millions	Aug. 31, 2024	Aug. 31, 2023
Common stock issued in exchange	5
Investment in subsidiary	$ 2,725,000	$ 2,725,000
Astra Holcomb Energy System LLC [Member]
Common stock issued in exchange	5
Investment in subsidiary	$ 2,725,000
Acquisition ownership percentage of outstanding shares	50.00%

OPERATING LEASES (Details) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Operating lease asset	$ 4,691,010	$ 4,818,471
Operating lease liability - current portion	128,519	127,460
Operating lease liability - noncurrent portion	4,562,492	$ 4,691,011
Total lease liability	4,691,011
Lease Agreement [Member]
Operating lease asset	4,691,010
Total lease asset	4,691,010
Operating lease liability - current portion	128,519
Operating lease liability - noncurrent portion	4,562,492
Total lease liability	$ 4,691,011

OPERATING LEASES (Details1) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
OPERATING LEASES
2025	$ 167,614
2026	167,614
2027	167,614
2028	167,614
2029	167,614
Thereafter	4,525,579
Total payments	5,363,649
Amount representing interest	(672,638)
Lease obligation, net	4,691,011
Less current portion	(128,519)	$ (127,460)
Lease obligation - long term	$ 4,562,492	$ 4,691,011

OPERATING LEASES (Details Narrative)		12 Months Ended
OPERATING LEASES (Details Narrative)	May 10, 2023 USD ($) a	Aug. 31, 2024 USD ($)
Lease payments		$ 318,467
Revolutionary Government Of Zanzibar [Member]
Term of the lease	33 years
Lease payments	$ 6,914
Lease Agreement area \| a	8.5
Lease Agreement area description	3.45
Revolutionary Government of Zanzibar One [Member]
Term of the lease	33 years
Lease payments	$ 160,700
Lease Agreement area \| a	198.5
Lease Agreement area description	80.35

OTHER RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Common stock, shares issued		200,000
Common stock shared value		$ 2.10
Non cash compensation		$ 420,000
Chief Financial Officer One [Member]
Outstanding debt amount	$ 126,000
Corporate Secretary [Member]
Outstanding debt amount	18,700	11,500
Fees accrued	12,000
Repayment of debt	4,000
CEO One [Member]
Outstanding debt amount	41,674	127,011
CEO Of Wholly Owned Subsdiary One [Member]
Outstanding debt amount	125,000	90,000
CEO Of Wholly Owned Subsdiary [Member]
Outstanding debt amount	1,441	$ 9,750
Fees accrued	45,000
Vice President [Member]
Common stock, shares issued		200,000
Common stock shared value		$ 2.33
Non cash compensation		$ 466,000
Received cash		$ 12,000
Chief Operating Officer [Member]
Common stock, shares issued		90,000
Common stock shared value		$ 0.25
Non cash compensation		$ 22,500
Services agreement invoice		$ 12,500
Corporate Communications Officer [Member]
Common stock, shares issued		100,000
Common stock shared value		$ 0.05
Non cash compensation		$ 5,000
President [Member]
Common stock, shares issued		2,000,000
Common stock shared value		$ 0.21
Non cash compensation		$ 420,000
Outstanding debt amount	84,500	$ 86,500
Fees accrued	3,000
Repayment of debt	30,500
CEO [Member]
Common stock, shares issued		1,000,000
Common stock shared value		$ 0.21
Non cash compensation		$ 210,000
Outstanding debt amount	90,000	90,000
Fees accrued	120,000
Repayment of debt	120,000
Director Of The Company [Member]
Outstanding debt amount	2,510,500	0
Transaction Fees accrued	1,500,000
Chief Financial Officer [Member]
Outstanding debt amount	18,750	$ 10,750
Fees accrued	15,000
Compensation accrued	126,000
Repayment of debt	$ 5,000

LOAN PAYABLERELATED PARTY (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Loan payable-related party	$ 0	$ 93,011
Unsecured Debt [Member] \| CEO [Member]
Loan payable-related party	$ 0	$ 93,011

NOTE PAYABLE (Details Narrative) - USD ($)	1 Months Ended
NOTE PAYABLE (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023	Feb. 16, 2023
Accrued interest	$ 1,882,842	$ 6,840
Director [Member]
Transaction fee	1,500,000
Due to director	$ 2,510,500
Maturity date	30 days
Edwin Stoughton [Member]
Outstanding debt	$ 100,000
Transaction fee	100,000
Loan Agreement [Member]
Accrued interest	15,342	5,370
Note payable			$ 100,000
Amount owed to Lender	100,000	$ 100,000
Late fees	$ 337,500
Interst rate			10.00%

DEBENTURE PAYABLE (Details Narrative) - USD ($)	Mar. 14, 2024	Jan. 11, 2022
DEBENTURE PAYABLE
Debentures converted into common shares	46,400
Principal amount owed to the holders of convertible debenture		$ 20,000
Debt interest rate		8.00%
Conversion price		$ 1.00

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			1 Months Ended
	Dec. 14, 2022	Jan. 11, 2022	May 25, 2022
Debt interest rate		8.00%
Regreen Technologies Inc [Member]
Maturity date	Feb. 15, 2023		Aug. 24, 2022
Debt interest rate	12.00%		12.00%
Due to NAPS Construction Investment Fund Under Loan Agreement	$ 10,000		$ 270,500

PREFERRED STOCK (Details Narrative) - $ / shares	12 Months Ended
PREFERRED STOCK (Details Narrative) - $ / shares	Aug. 31, 2024	Aug. 31, 2023	Jan. 19, 2022	Apr. 24, 2020
Description of liquidation	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
Series D Preferred Stock [Member]
Preferred stock stated value	$ 40.00	$ 40.00
Conversion price	$ 0.80
Preferred stock, shares authorized	380,000	380,000
Preferred stock, shares outstanding	304,558	304,558
Preferred stock, shares issued	304,558	304,558
Preferred stock, par value	$ 0.001	$ 0.001
Series B Preferred Stock [Member]
Preferred stock, shares authorized	207	207
Preferred stock, shares outstanding	207	207
Preferred stock, shares issued	207	207
Exercised term	5 years
Preferred stock, par value	$ 0.001	$ 0.001
Series C Preferred Stock [Member]
Conversion price	$ 1.20
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	747,870	747,870
Preferred stock, shares issued	747,870	747,870
Exercised term	5 years
Preferred stock, par value	$ 0.001	$ 0.001
Series A1 Preferred Stocks [Member]
Preferred stock, shares authorized	1	1
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0
Preferred stock, par value	$ 0.0001	$ 0.0001		$ 0.0001
Series A Convertible Preferred [Member]
Conversion price	$ 0.75
Preferred stock, shares cancelled			8,000
Preferred stock, shares outstanding	7,774	7,774
Preferred stock dividends rate	8.00%

COMMON STOCK (Details Narrative) - USD ($)	12 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Number of share sold during quarter		569,000
Common stock, par value	$ 0.001	$ 0.001
Cash proceeds		$ 284,500
Non-cash compensation	$ 389,840	692,009
Impairment loss		$ 7,049,212
Regreen Technologies Inc [Member]
Common share issued		6,459,442
Average shares price		$ 1.05
Interest rate		9.50%
Stock 1 [Member]
Common share issued	125,000
Shares price	$ 0.275	$ 0.50
Non-cash compensation	$ 34,375
Stock 2 [Member]
Common share issued	5,000,000	100,000
Shares price	$ 0.337
Non-cash compensation		$ 60,000
Stock 3 [Member]
Common share issued	46,400	250,000
Non-cash compensation		$ 287,500
Principal amount converted	$ 20,000
Interest amount converted	$ 3,200
Stock 4 [Member]
Common share issued		50,000
Non-cash compensation		$ 15,000
Stock 4 [Member] \| September 3, 2024 [Member]
Common share issued	1,950,000
Non-cash compensation	$ 355,465
Stock 5 [Member]
Common share issued		240,000
Non-cash compensation		$ 50,400
Stock 6 [Member]
Common share issued		50,000
Non-cash compensation		$ 8,000
Stock 7 [Member]
Common share issued		250,000
Non-cash compensation		$ 40,000
Stock 8 [Member]
Common share issued		200,000
Non-cash compensation		$ 28,000
Stock 9 [Member]
Common share issued		75,000
Non-cash compensation		$ 8,250
Stock 10 [Member]
Common share issued		250,000
Non-cash compensation		$ 31,250
Stock 11 [Member]
Common share issued		75,000
Non-cash compensation		$ 15,750
Stock 12 [Member]
Common share issued		100,000
Non-cash compensation		$ 40,000
Stock 13 [Member]
Common share issued		5,000,000
Common stock, par value		$ 0.545

STOCK SUBSCRIPTIONS RECEIVABLE (Details Narrative) - USD ($)	Aug. 31, 2024	Aug. 31, 2023	Aug. 31, 2022
STOCK SUBSCRIPTIONS RECEIVABLE
Subscription receivable, amount	$ 5,000	$ 5,000	$ 5,000
Subscription receivable, share			10,000

WARRANTS (Details) - USD ($)	12 Months Ended
WARRANTS (Details) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
WARRANTS
Number of Warrants, Outstanding, beginning	2,895,000	2,326,000
Number of Warrants, Issued	0	569,000
Number of Warrants, Cancelled or expired	2,326,000	0
Number of Warrants, Outstanding, ending	569,000	2,895,000
Intrinsic value	$ 0	$ 0
Weighted Average Exercise Price, Oustanding, beginning	$ 1.00	$ 1.00
Weighted Average Exercise Price, Issued	0	1.00
Weighted Average Exercise Price, Oustanding, ending	$ 0	$ 1.00
Weighted Average Remaining Contract Term Outstanding, beginning term	6 months 22 days	1 year 6 months 3 days
Weighted Average Remaining Contract Term, Issued		2 years
Weighted Average Remaining Contract Term Outstanding, ending	1 month 9 days	6 months 21 days

WARRANTS (Details Narrative)	12 Months Ended
WARRANTS (Details Narrative)	Aug. 31, 2024 $ / shares shares
WARRANTS
Number of warrants outstanding \| shares	569,000
Exercise price of warrants for purchase of each common stock \| $ / shares	$ 1.00

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Federal income tax expense benefit attributable to
Current operations	$ 493,000	$ 699,000
Less:valuation allowance	(493,000)	(699,000)
Net provision for federal income taxes	$ 0	$ 0

INCOME TAXES (Details 1) - USD ($)	Aug. 31, 2024	Aug. 31, 2023
Deferred tax assets
NOL carryover	$ 8,022,000	$ 7,529,000
Less valuation allowance	(8,022,000)	(7,529,000)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 22, 2017	Aug. 31, 2024	Aug. 31, 2023
INCOME TAXES
Provision for income taxes		$ 0	$ 0
Net operating loss carryforward		$ 8,022,000	$ 7,529,000
U.S. federal corporate income tax rate	21.00%
Cumulative tax effect at the expected rate		21.00%

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Sep. 03, 2024	Aug. 31, 2024	Aug. 31, 2023
Common stock issued for services		$ 389,840	$ 584,150
Executives [Member]
Common stock shares issued	1,950,000
Common stock issued for services	$ 355,465

Astra Energy (QB) (USOTC:ASRE)
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Astra Energy (QB) (USOTC:ASRE)
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