United States securities and exchange commission logo





                          June 24, 2022

       Kermit Harris
       Chief Executive Officer
       Astra Energy, Inc.
       9565 Waples Street, Suite 200
       San Diego, CA 92121

                                                        Re: Astra Energy, Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed June 16, 2022
                                                            File No. 333-263256

       Dear Mr. Harris:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
14, 2022 letter.

       Amendment No. 3 to Form S-1 filed June 16, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations Results
       of Operations
       Three Months Ended February 28, 2022 Compared to Three Months Ended
February 28, 2021,
       page 12

   1.                                                   The amounts presented
for the increase in business development expense for the
                                                        three months ended
February 28, 2022 compared to the three months ended February 28,
                                                        2021 do not agree with
the amounts presented in your financial statements for those
                                                        periods. Please revise
as appropriate.
 Kermit Harris
Astra Energy, Inc.
June 24, 2022
Page 2
Exhibits

2.    We note your response to prior comment 1 and reissue such comment. In
that regard, we
      note that although your prospectus cover page appears to contemplate
registration of the
      offer and sale of units and warrants, such securities are not included in
the revised fee
      table in Exhibit 107. Please revise.
3.    We note that the revised legality opinion filed as Exhibit 5.1 no longer
opines on the
      legality of the units. Please obtain and file a revised opinion.
        You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Cheryl Brown, Staff
Attorney, at (202)
551-3905 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.



                                                            Sincerely,
FirstName LastNameKermit Harris
                                                            Division of
Corporation Finance
Comapany NameAstra Energy, Inc.
                                                            Office of Energy &
Transportation
June 24, 2022 Page 2
cc:       Carl P. Ranno, Esq.
FirstName LastName