Astra Energy, Inc 10-Q for FY2025 Q3
Astra Energy, Inc. (ASRE)
About this 10-Q
Astra Energy, Inc filed this 10-Q on July 15, 2025, covering the quarter ended May 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended May 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $4.79M
- compared with a net loss of $80.44K a year earlier
- Diluted EPS
- -$0.06
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
1-
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| OTCQB |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
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 | ☐ |
☒ | Emerging growth company | ||
Smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
ASTRA ENERGY, INC.
FORM 10-Q
For the Quarterly Period Ended May 31, 2025
INDEX
F-1 | ||||
F-1 | ||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 | |||
9 | ||||
9 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
10 | ||||
11 | ||||
12 | ||||
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
ASTRA ENERGY INC.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of May 31, 2025 (unaudited) and August 31, 2024 |
| F-2 |
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| F-3 |
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| F-4 |
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| F-6 |
| |
Notes to the Condensed Consolidated Financial Statements (unaudited) |
| F-7 |
|
| F-1 |
| Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS |
|
| May 31, 2025 |
|
| August 31, 2024 |
| ||
ASSETS |
| (Unaudited) |
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| (Audited) |
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Current assets: |
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Cash |
| $ |
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| $ |
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Other receivable (Note 8) |
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Other receivable – related party |
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Other current assets |
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Loan receivable |
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Prepaid loan fee |
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Total current assets |
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License, net of amortization (Note 5) |
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Investment (Note 6) |
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Automobile, net of depreciation |
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Operating leases, right of use assets (Note 7) |
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Total Assets |
| $ |
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| $ |
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LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
| $ |
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| $ |
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Accounts payable - related parties (Note 9) |
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Refundable deposits |
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Accrued interest payable |
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Notes payable - (Note 10) |
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Note payable - related party (Note 10) |
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Operating lease liability – current portion |
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Total current liabilities |
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Operating lease liability – net of current portion (Note 7) |
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Total Liabilities |
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Commitments and contingencies (Note 11) |
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Stockholders' Equity (Deficit): |
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Series A Preferred stock, par $ |
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Series B Preferred stock, par $ |
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Series C Preferred stock, par $ |
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Series D Preferred stock, par $ |
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Series A1 Preferred stock, par $ |
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Common stock, $ |
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Stock subscriptions receivable |
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Common stock to be issued |
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Additional paid-in capital |
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Accumulated deficit |
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| ( | ) |
Total Stockholders’ Equity (Deficit) |
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Total Liabilities and Stockholders’ Equity |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
| Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
|
| For the Three Months Ended May 31, |
|
| For the Nine Months Ended May 31, |
| ||||||||||
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| 2025 |
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| 2024 |
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| 2025 |
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| 2024 |
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Revenue |
| $ |
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| $ |
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| $ |
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| $ |
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Operating Expenses: |
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General and administrative |
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Business development |
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Land lease and penalties |
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Bad debt expense |
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Amortization and depreciation expense |
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Executive compensation |
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Stock compensation-consulting |
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Total operating expenses |
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Loss from operations |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Other income (expense): |
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Foreign exchange |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Interest expense |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
Impairment loss |
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| ( | ) |
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Other income |
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Total other (expense) income |
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Loss before income taxes |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Provision for income taxes |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Net loss per share, basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average common shares outstanding, basic and diluted |
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| ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
| Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2025 AND 2024 (Unaudited) |
|
| Series A Preferred |
|
| Series A1 Preferred |
|
| Series B Preferred |
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| Series C Preferred |
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| Series D Preferred |
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| Common Stock |
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| Common Stock to Be |
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| Stock Subscription |
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| Additional Paid-In |
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| Accumulated |
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| ||||||||||||||||||||||||||||||||||||
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
|
| Amount |
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| Shares |
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| Amount |
|
| Shares |
|
| Amount |
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| Issued |
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| Receivable |
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| Capital |
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| Deficit |
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| Total |
| |||||||||||||||||
Balance, August 31, 2024 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
| |||||||||||||||
Common stock issued for services |
|
| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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Common stock issued for services – related party |
|
| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||||||
Balance, November 30, 2024 |
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Common stock issued for services |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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Common stock issued for services – related party |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||||||
Balance, February 28, 2025 |
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Common stock issued for services |
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| — |
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| — |
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| — |
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Common stock issued for services – related party |
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— |
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— |
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— |
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— |
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Net loss |
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| — |
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| — |
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| — |
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Balance, May 31, 2025 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||||||||||
| F-4 |
| Table of Contents |
|
| Series A Preferred |
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| Series A1 Preferred |
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| Series B Preferred |
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| Series C Preferred |
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| Series D Preferred |
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| Common Stock |
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| Common Stock to Be |
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| Stock Subscription |
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| Additional Paid-In |
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| Accumulated |
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| ||||||||||||||||||||||||||||||||||||
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Issued |
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| Receivable |
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| Capital |
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| Deficit |
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| Total |
| |||||||||||||||||
Balance, August 31, 2023 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
| |||||||||||||||
Common stock issued for services |
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| — |
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| — |
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| — |
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| — |
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| — |
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Common stock issued for acquisitions |
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| — |
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| — |
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| — |
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| — |
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| — |
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Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||||||
Balance, November 30, 2023 |
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| ( | ) |
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| ( | ) |
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| |||||||||||||||
Net loss |
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| — |
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| — |
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| — |
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| — |
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| — |
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| — |
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| ( | ) |
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| ( | ) | |||||||||
Balance, February 29, 2024 |
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Common stock issued for conversion of debt |
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| — |
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| — |
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| — |
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| — |
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Net loss |
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Balance, May 31, 2024 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) |
| $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
| Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
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| For the Nine Months Ended May 31, |
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| 2025 |
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| 2024 |
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CASH FLOW FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock based compensation |
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Amortization and depreciation |
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Land lease penalty |
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Bad debt expense – related party |
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Impairment expense |
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Changes in assets and liabilities: |
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Other receivable |
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Other current assets |
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Accounts payable |
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Accounts payable-related parties |
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Due to a related party |
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Accrued interest |
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Net Cash Used in Operating Activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of automobile |
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Note receivable |
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Net Cash Used by Investing Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from note payable– related party |
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Note payable – contra account |
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Net Cash Provided by Financing Activities |
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Net Change in Cash |
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Cash at Beginning of Period |
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Cash at End of Period |
| $ |
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| $ |
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Supplemental disclosure of non-cash investing activity: |
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Common stock issued for investment |
| $ |
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| $ |
| ||
Common stock issued for conversion of debt |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
| Table of Contents |
ASTRA ENERGY INC.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
May 31, 2025
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 clean and renewable energy project and 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 May 31, 2025, 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
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
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
As of August 31, 2023, the Company had acquired a
In September 2023, the Company acquired exclusive global manufacturing and distribution rights to the Holcomb In-Line Power Generator in exchange for
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 $
| F-7 |
| Table of Contents |
On June 3, 2024, the Company through its subsidiary A-HES Power Co. entered into a Joint Venture Agreement (the "Agreement") with a multinational corporation (the "Client"), collectively (the "Parties"). Pursuant to the terms of the agreement the Company received a $
On July 30, 2024, the Company incorporated a subsidiary in Kenya called Astra Clean and Renewable Projects Limited. The Company is owned
On October 21, 2024, the Company, through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the "Agreement") with a large multinational oil and gas corporation based in Dubai, United Arab Emirates (the "Client"), collectively (the "Parties").
The Company entered into an Agreement to engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis.
The products to which this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and the Self-Sustaining Power Plant (SSPP) for commercial use but not residential use, and the power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co.
As of December 5, 2024, with regards to the Joint Venture Agreement entered into between the Company and Powertron Global LLC on March 8, 2024, the Company has not agreed to a further extension after granting two successive 45-day extensions beyond the initial closing date at Powertron’s request. Both parties still have interest in working together and are in discussions on how best to proceed with a new transaction
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending August 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended August 31, 2024.
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.
| F-8 |
| Table of Contents |
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and nine months ended May 31, 2025.
Cash and Cash Equivalents
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of May 31, 2025 and August 31, 2024.
Inventory
Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary.
Intangible Assets
Intangible assets are capitalized in accordance with ASC Topic 350 “Intangibles-Goodwill and Other”. Intangible assets with finite lives are amortized over their respective estimated lives and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Amortization expense for the nine months ended May 31, 2025 and 2024 was $
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
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.
| F-9 |
| Table of Contents |
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 nine months ended May 31, 2025, the Company has
|
| For the Three Months Ended May 31, 2025 |
|
| For the Three Months Ended May 31, 2024 |
|
| For the Nine Months Ended May 31, 2025 |
|
| For the Nine Months Ended May 31, 2024 |
| ||||
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Net loss per share, basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average common shares outstanding, basic |
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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 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.
| F-10 |
| Table of Contents |
Operating Segments
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer. The Company has one operating segment as of May 31, 2025 and 2024.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in November 2023. This update enhances segment reporting disclosures to provide investors with more useful and transparent information about a company’s operating segments. Public companies must now disclose significant segment expenses that are regularly reviewed by the chief operating decision-maker (CODM). These expenses should be reported on an itemized basis, providing more insight into segment profitability. Companies must provide segment disclosures in both annual and interim reports. Required disclosures apply to all public entities under FASB’s segment reporting rules. Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this ASU, effective for the year ended August 31, 2025. The adoption had no impact on the Company’s financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
As reflected in the accompanying unaudited financial statements, the Company has an accumulated deficit of $
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.
NOTE 4 – AUTOMOBILE
On May 20, 2024, the Company purchased an automobile for $
Automobile |
| $ |
| |
Accumulated depreciation |
|
| ( | ) |
Automobile, net |
| $ |
|
| F-11 |
| Table of Contents |
NOTE 5 – LICENSE
In September 2023, the Company acquired an exclusive manufacturing license to manufacture the Holcomb In-Line Power Generator in exchange for
As a result of the Settlement and Stock Redemption Agreement entered on June 5, 2025 between Astra Energy Inc. and Holcomb Energy Systems LLC and HRE Scientific Holdings Ltd. (Note 16) the Company impaired the license in full and recorded an impairment loss of $
NOTE 6 – INVESTMENT
The investment of $
As a result of the Settlement and Stock Redemption Agreement entered on June 5, 2025 between Astra Energy Inc. and Holcomb Energy Systems LLC and HRE Scientific Holdings Ltd. (Note 16) the Company impaired the investment in full and recorded an impairment loss of $
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
On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for
As per the terms of the lease, the Company is delinquent in its lease payments and expensed $
|
| Balance Sheet Classification |
| May 31, 2025 |
| |
Asset |
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Operating lease asset |
| Right of use asset |
| $ |
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Total lease asset |
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| $ |
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Liability |
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Operating lease liability – current portion |
| Current operating lease liability |
| $ |
| |
Operating lease liability – noncurrent portion |
| Long-term operating lease liability |
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| |
Total lease liability |
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| $ |
| |
| F-12 |
| Table of Contents |
Lease obligations at May 31, 2025 consisted of the following:
For the year ended August 31: |
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| |
2025 |
| $ |
| |
2026 |
|
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| |
2027 |
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2028 |
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2029 |
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Thereafter |
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Total payments |
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Amount representing interest |
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| ( | ) |
Lease obligation, net |
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Less current portion |
|
| ( | ) |
Lease obligation – long term |
| $ |
| |
NOTE 8 – OTHER RECEIVABLE
As of May 31, 2025, the Company is owed $
NOTE 9 – OTHER RELATED PARTY TRANSACTIONS
As of May 31, 2025, the Company owes $
As of May 31, 2025, the Company owes $
As of May 31, 2025, the company owes $
As of May 31, 2025, the company owes $
| F-13 |
| Table of Contents |
As of May 31, 2025, the company owes $
During the nine months ended May 31, 2025, the Company accrued $
During the nine months ended May 31, 2025, the Company accrued $
During the nine months ended May 31, 2025, the Company accrued $
During the nine months ended May 31, 2025, the Company accrued $
As of May 31, 2025, the Company owes $
During the nine months ended May 31, 2025, the Company issued
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. $
As of May 31, 2025, the company owes $
As of May 31, 2025, the company owes $
| F-14 |
| Table of Contents |
NOTE 11 – 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 $
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 12 – PREFERRED STOCK
Series A Convertible Preferred
The Series A Convertible Preferred have a conversion rate of $
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 $
Series B Preferred
The Company has authorized
Series C Preferred
The Company has authorized
| F-15 |
| Table of Contents |
Series D Preferred
The Company has authorized
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
NOTE 13 – COMMON STOCK
On September 3, 2024, the Company issued
On September 3, 2024, the Company issued
During the nine months ended May 31, 2025, the Company’s transfer agent issued
During the nine months ended May 31, 2025, the Company issued
Refer to Note 9 for shares issued to related parties.
NOTE 14 – STOCK SUBSCRIPTIONS RECEIVABLE
During the year ended August 31, 2022, the Company issued
| F-16 |
| Table of Contents |
NOTE 15 – WARRANTS
As of May 31, 2025, there are no outstanding warrants.
|
| Number of Warrants |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contract Term |
|
| Intrinsic Value |
| ||||
Outstanding, August 31, 2023 |
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| $ |
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| $ | — |
| |||
Issued |
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| $ |
|
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| — |
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| ||
Cancelled or expired |
|
| ( | ) |
| $ |
|
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| — |
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Exercised |
|
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| $ |
|
|
| — |
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| ||
Outstanding, August 31, 2024 |
|
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| $ |
|
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| $ |
| ||||
Issued |
|
|
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| $ |
|
|
| — |
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| ||
Cancelled or expired |
|
| ( | ) |
| $ |
|
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| — |
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Exercised |
|
|
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| $ |
|
|
| — |
|
|
|
|
| ||
Outstanding, May 31, 2025 |
|
|
|
| $ |
|
|
| — |
|
| $ |
| |||
NOTE 16 – SUBSEQUENT EVENTS
On June 5th, 2025, the Astra Energy Inc. Board of Directors unanimously voted to approve a Settlement and Stock Redemption Agreement between Astra Energy Inc. ("Astra" or the "Company") and Holcomb Energy Systems LLC and HRE Scientific Holdings Ltd. ("Holcomb").
The agreement states:
Holcomb will return to Astra, share certificates or the digital documentation evidencing ten million (
Astra will return their
Astra will be granted an open license to manufacture and distribute the In-Line Power Generator and the Self-Sustaining Power Plant utilizing the Patents solely into its own projects on a non-exclusive basis and will not pay an up-front license fee.
| F-17 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
The information set forth in this section contains certain “forward-looking statements,” including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends,” or “expects.” These forward-looking statements relate to our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock. As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Astra Energy, Inc. and our subsidiaries, Astra Energy Africa - SMC Limited, Astra Energy Services Limited, Astra Energy California, Inc. and Astra Energy Tanzania Limited, unless otherwise indicated.
Corporate Overview
Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.
A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.
The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector.
On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.
On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split.
On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited.
On October 12, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.
On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On August 13, 2024, the name of the subsidiary was changed to Regen Waste Management Inc.
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On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.
On August 5, 2022, the Company entered into an agreement to acquire a 68.2% interest in Regreen Technologies Inc. (“Regreen”), a California corporation, in exchange for 10,000,000 shares of the Company’s common stock and an agreement to pay $250,000 in cash. Regreen is in the business of converting organic and solid waste material into marketable bio-products utilizing its patented series of equipment and processes.
On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.
On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.
On September 19, 2022, the Company acquired a 3.1% interest in Regreen in exchange for 2,750,000 shares of the Company’s common stock.
On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC.
As of August 31, 2023, the Company has acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company.
On September 24, 2023, the Company acquired the exclusive global manufacturing and distribution rights for the Holcomb In-Line Power Generator in exchange for 5 million common shares of the Company.
On March 8, 2024, the Company entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron"). Pursuant to the terms of the Agreement, the Company and Powertron will create a new entity (“Newco”), to hold the Patents related to the processing of waste to energy, which will be assigned from Regreen Technologies, Inc. to Newco. Pursuant to the terms of the Agreement, the Company has received $750,000 in cash with remaining consideration of $4 million in cash and 4 million shares of common stock of Newco. As of May 31, 2025, there were no JV operations in place.
On June 3, 2024, the Company through its subsidiary A-HES Power Co. entered into a Joint Venture Agreement (the "Agreement") with a multinational corporation (the "Client"), collectively (the "Parties"). Pursuant to the terms of the agreement the Company received a $750,000 deposit towards the manufacture and installation of a one-megawatt Holcomb Energy Systems Inline Power Generator as a pilot unit for a date center with the intention that it will lead to further business. The Parties have agreed to a confidential split of the gross revenue derived from the power savings and/or power magnification. As of May 31, 2025, there were no JV operations in place.
On July 30, 2024, the Company incorporated a subsidiary in Kenya called Astra Clean and Renewable Projects Limited. The Company is owned 90% by Astra Energy Inc. and 10% by Robert Kennedy Okongo, of Nairobi, Kenya.
On October 21, 2024, the Company, through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the "Agreement") with a large multinational oil and gas corporation based in Dubai, United Arab Emirates (the "Client"), collectively (the "Parties").
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The Company entered into an Agreement to engage in project development within the sectors of petroleum refineries and pipelines on a non-exclusive basis.
The products to which this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and the Self-Sustaining Power Plant (SSPP) for commercial use but not residential use, and the power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co.
As of December 5, 2024, with regards to the Joint Venture Agreement entered into between the Company and Powertron Global LLC on March 8, 2024, the Company has not agreed to a further extension after granting two successive 45-day extensions beyond the initial closing date at Powertron’s request. Both parties still have an interest in working together and are in discussions on how best to proceed with a new transaction.
Business Operations
Astra Energy is an emerging company in the clean and renewable power generation sector with a focus on energy production from solar, waste conversion and clean burning fuel technologies. The Company strives to advance clean energy initiatives globally while delivering measurable benefits to communities and value to our investors by investing in and developing renewable and clean energy projects in markets where demand is high and supply is limited.
CLEAN ENERGY PROJECTS:
Astra Energy 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.
Astra Energy through its agent Aztec Management Consultants Inc., it has executed a memorandum of understanding (“MOU”) with the Lesotho National Development Corporation to develop a 100-megawatt (“MW”) Clean and Renewable Energy Park (“project”) in the country of Lesotho, an enclave within South Africa.
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.
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.
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HSR is a Research and Development company that has created the patent-protected Holcomb Energy System, a scientific breakthrough in clean energy generation. The HES utilizes the natural energy produced by the electron spin in the iron atom, converting it into usable electricity while requiring no fuel, releasing zero carbon emissions, and having no moving parts - therefore running completely silent.
WASTE TO ENERGY TECHNOLOGY
Regreen Technologies Inc. (“Regreen”), a related, California-based “zero emissions” clean energy company. Regreen is involved in research and development of the science of converting municipal solid waste (MSW) and organic waste into “zero emission” marketable commodities, such as clean electricity, biofuels, animal feeds, fertilizers, organic pesticides, and reclaimed water purification.
Results of Operations
Three Months Ended May 31, 2025 Compared to the Three Months Ended May 31, 2024
Revenues
We did not recognize any revenue for the three months ended May 31, 2025 or 2024.
Operating Expenses
General and Administrative
General and administrative expenses for the three months ended May 31, 2025 and 2024, were $32,145 and $96,253, respectively, a decrease of $64,108 or 66.6%. We had a decrease in G&A expense in the current period due to additional expense incurred in the prior period for recruiting fees that were not incurred in the current period.
Business Development
Business development expenses for the three months ended May 31, 2025 and 2024, were $31,437 and $445,586, respectively, a decrease of $414,149 or 92.9%. Business development expenses are primarily for travel and consulting fees, both of which decreased in the current period as the Company is limiting its spending until it can acquire additional funding.
Land Lease and penalties
Land lease and penalties was $100,568 and $0 for three months ended May 31, 2025 and 2024, respectively, an increase of $100,568. As per the terms of the lease agreement with the Revolutionary Government of Zanzibar (Note 7), the Company is delinquent in its payment and has incurred a penalty.
Bad debt expense
During the current period we recognized bad debt expense of $230,209 for our related party receivable.
Amortization and depreciation expense
Amortization and depreciation expense for the three months ended May 31, 2025 and 2024, was $24,014 and $0, respectively, an increase of $24,014.
Executive Compensation
Executive compensation for the three months ended May 31, 2025 and 2024, were $110,750 and $84,000, respectively, an increase of $26,750 or 31.8%. In the current period we incurred additional compensation for our new CFO.
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Stock Compensation-Consulting
Stock compensation-consulting expenses for the three months ended May 31, 2025 and 2024, were $3,500 and $0, respectively, an increase of $3,500 for the issuance of 50,000 shares of common stock.
Other Income/Expense
For the three months ended May 31, 2025, we incurred total other expense of $4,257,785, compared to $545,404 of other income in the prior period. In the current period we had interest expense of $3,856, foreign exchange expense of $11 and impairment expense of $4,253,918. In the prior period we had interest expense of $204,503, $200,000 of which was recorded to accrue for a portion of the transaction fee related to the loan from a Director for the Financial Guarantee Insurance. We also had foreign exchange expense of $193 and we had $750,100 of other revenue from our joint venture with Powertron.
Net Loss
We had a net loss of $4,257,785 for the three months ended May 31, 2025 compared to a net loss of $80,435 for the three months ended May 31, 2024.
Nine Months Ended May 31, 2025 Compared to the Nine Months Ended May 31, 2024
Revenues
We did not recognize any revenue for the nine months ended May 31, 2025 or 2024.
Operating Expenses
General and Administrative
General and administrative expenses for the nine months ended May 31, 2025 and 2024, were $315,894 and $163,965, respectively, an increase of $151,929 or 92.7%. In the current period we have legal expenses of $220,525 related to Astra Energy Zanzibar Limited. This increase was offset by a $72,000 decrease in recruiting fees.
Business Development
Business development expenses for the nine months ended May 31, 2025 and 2024, were $94,088 and $641,946, respectively, a decrease of $547,858 or 85.3%. Business development expenses are primarily for travel and consulting fees.
Land Lease and penalties
Land lease and penalties was $402,273 and $217,897 for nine months ended May 31, 2025 and 2024, respectively, and increase of $184,376 or 84.6%. 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.
Bad debt expense
During the current period we recognized bad debt expense of $230,209 for our related party receivable.
Amortization and depreciation expense
Amortization and depreciation expense for the nine months ended May 31, 2025 and 2024, was $72,040 and $22,801, respectively, an increase of $49,239 or 216%. In the current period we had additional amortization expense on our license asset.
Executive Compensation
Executive compensation for the nine months ended May 31, 2025 and 2024, were $328,500 and $243,000, respectively, an increase of $85,500 or 35.2%. In the current period we have incurred additional compensation for our new CFO.
Stock Compensation-Consulting
Stock compensation-consulting expenses for the nine months ended May 31, 2025 and 2024, were $9,000 and $34,375, respectively, a decrease of $25,375 or 73.8%. The decrease is due to a reduction in stock compensation for services.
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Other Income/Expense
For the nine months ended May 31, 2025, we incurred total other expense of $4,426,523, compared to $532,123 in the prior period. In the current period we had interest expense of $172,587, foreign exchange expense of $18 and impairment expense of $4,253,918. In the prior period we had interest expense of $209,909, foreign exchange expense of $8,068 and other revenue of $750,100 from our joint venture with Powertron.
Net Loss
We had a net loss of $5,878,527 for the nine months ended May 31, 2025 compared to a net loss of $791,861 for the nine months ended May 31, 2024.
Liquidity and Capital Resources
Currently, we have limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business. Additional capital will be required to meet our debt obligations, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results.
Cash Flow Activity
For the nine months ended May 31, 2025, we used $88,366 in operations compared to $21,234 used in the prior period.
For the nine months ended May 31, 2025 and 2024, we used $125,000 for investing activities compared to $20,723 used in the prior period for the purchase of an automobile.
For the nine months ended May 31, 2025 and 2024, we received $200,000 and $45,300 in financing activities, respectively.
With our current cash balance will be unable to sustain operations for the next twelve months. We need to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated limited revenue to date. The future of our Company is dependent upon its ability to obtain financing and upon future profitable operations.
We estimate that our operating expenses over the next 12 months will be approximately $600,000. This estimate may change significantly depending on the ability to raise capital from shareholders or other sources.
We anticipate continuing to rely on equity sales and grants of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Critical Accounting Policies
Refer to Note 2 of the Financial Statements for a summary of our significant accounting policies.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer to allow for timely decisions regarding required disclosure.
As of May 31, 2025, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our corporate reporting as of the end of the period covered by this quarterly report due to certain deficiencies that existed in the design or operation of our internal controls over financial reporting and that may be considered to be material weaknesses. The material weaknesses included weaknesses in procedures for control evaluation, a lack of an audit committee, insufficient documentation of review procedures, and insufficient information technology procedures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2025 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended May 31, 2025, the Company awarded 175,000 common shares at a price of $0.07 per share in exchange for services for total non-cash compensation of $12,250. The shares were valued based on the closing stock price on the effective date of the agreement.
In issuing these shares the Company relied on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine safety Disclosures
None.
Item 5. Other Information
On May 22, 2025, the board of directors of the Company appointed Tom Rose and Fred L. Solomon to the board of directors.
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Item 6. Exhibits
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Exhibit No. |
| Exhibit Description |
| Form |
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| Herewith |
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| Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
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| Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
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101.INS |
| Inline XBRL Instance Document. |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ASTRA ENERGY, INC. |
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Date: July 15, 2025 |
| /s/ Ronald Loudoun |
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| Ronald Loudoun |
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| CEO and Director |
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| (Principal Executive Officer) |
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Date: July 15, 2025 |
| /s/ Claudio Flamini |
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| Claudio Flamini |
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| Chief Financial Officer |
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| (Principal Financial Officer and |
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| Principal Accounting Officer) |
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald Loudoun, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Astra Energy, Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
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| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| b. | Any fraud, whether material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: July 15, 2025 |
| /s/ Ronald Loudoun |
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| Ronald Loudoun |
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| CEO and Director |
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Claudio Flamini, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Astra Energy, Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
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| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
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| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| b. | Any fraud, whether material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: July 15, 2025 |
| /s/ Claudio Flamini |
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| Claudio Flamini |
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| Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald Loudoun, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | the Quarterly Report on Form 10-Q of Astra Energy, Inc. for the period ended May 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Astra Energy, Inc. |
| Date: July 15, 2025 |
| /s/ Ronald Loudoun |
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| Ronald Loudoun |
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| CEO and Director |
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Claudio Flamini, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | the Quarterly Report on Form 10-Q of Astra Energy, Inc. for the period ended May 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Astra Energy, Inc. |
| Date: July 15, 2025 |
| /s/ Claudio Flamini |
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| Claudio Flamini |
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| Chief Financial Officer |
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