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) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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| 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 |
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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 November 30, 2023
INDEX
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASTRA ENERGY INC.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of November 30, 2023 (unaudited) and August 31, 2023 |
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| F-3 |
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| F-4 |
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| F-5 |
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Notes to the Condensed Consolidated Financial Statements (unaudited) |
| F-6 |
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F-1 |
Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
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| November 30, 2023 (unaudited) |
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| August 31, 2023 |
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ASSETS |
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Current assets: |
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Cash |
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Total current assets |
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Investment (Note 4) |
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Operating leases, right of use assets (Note 5) |
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Total Assets |
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LIABILITIES & STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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Accounts payable - related parties (Note 6) |
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Refundable deposits |
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Accrued interest payable |
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Loan payable-related party (Note 7) |
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Note payable (Note 8) |
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Debenture payable (Note 9) |
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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 5) |
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Total Liabilities |
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Commitments and contingencies |
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Stockholders' Equity: |
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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 |
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Total Liabilities and Stockholders’ Equity |
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| $ |
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F-2 |
Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||||||
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| For the Three Months Ended November 30, |
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| 2022 |
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Operating Expenses: |
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General and administrative |
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Business development |
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Consulting - related party |
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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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Other Expense: |
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Foreign exchange |
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Interest expense |
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Total other expense |
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Loss before provision for income taxes |
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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 shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
F-3 |
Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022 (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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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, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||
Common stock issued for services | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for acquisitions | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
Balance, November 30, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ |
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| Series A 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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Balance, August 31, 2022 |
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Common stock issued for Services - related party |
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Common stock issued for services |
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Common stock issued for acquisitions |
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Common stock issued for cash |
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Net loss |
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Balance, November 30, 2022 |
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| $ |
| $ |
| $ | ( | ) | $ |
| $ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-4 |
Table of Contents |
ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | ||||||||
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CASH FLOW FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock based compensation |
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Executive stock compensation |
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Changes in assets and liabilities: |
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Agreement receivable |
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Accounts payable and accruals |
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Accounts payable – related party |
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Due to related party |
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Net Cash Used in Operating Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from sale of shares |
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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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Supplemental disclosure of non-cash investing activity: |
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Common stock issued for investment |
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
F-5 |
Table of Contents |
ASTRA ENERGY INC.
Notes to the Condensed Consolidated Financial Statements
November 30, 2023
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.
A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.
The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector.
On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.
On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split.
On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited.
On October 12, 2021, the Company incorporated a majority owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.
On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On October 26, 2023, the name of the subsidiary was changed to Astra Biofuels Inc.
On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.
On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.
On October 27, 2022, the Company acquired
As at August 31, 2023, the Company has acquired a
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending August 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s financial statements for the year ended August 31, 2023.
F-6 |
Table of Contents |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Principles of Consolidation
These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation.
Cash and Cash Equivalents
The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of November 30, 2023 and 2022.
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.
Leases
In February, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company uses a discount rate of 10% per annum which is the same rate of interest being paid on a current outstanding loan.
Stock-based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
| · | 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.
F-7 |
Table of Contents |
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the quarter ended November 30, 2023, the Company has
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| 2023 |
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| 2022 |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
Weighted average shares outstanding, basic and diluted |
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Net loss per share, basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
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
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 $
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 August do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees.
The company will also look to develop a relationship with a bank or banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds.
If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital.
Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects.
F-8 |
Table of Contents |
NOTE 4 - INVESTMENT
The investment of $
NOTE 5 - 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
On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 80.35 Hectares (approximately
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| Balance Sheet Classification |
| November 30, 2023 |
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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 |
| $ |
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Operating lease liability – noncurrent portion |
| Long-term operating lease liability |
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Total lease liability |
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| $ |
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NOTE 6 – OTHER RELATED PARTY TRANSACTIONS
As of November 30, 2023, the Company owes $
As of November 30, 2023, the Company owes $
During the quarter ended November 30, 2023, the Company accrued $
During the quarter ended November 30, 2023, the Company accrued $
During the quarter ended November 30, 2023, the Company accrued $
During the quarter ended November 30, 2023, the Company accrued $
During the quarter ended November 30, 2023, the Company accrued $
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NOTE 7 - LOAN PAYABLE-RELATED PARTY
As of November 30, 2023, the Company owes $
NOTE 8 - NOTE PAYABLE
On February 16, 2023, the Company entered into a Loan agreement, wherein the Company promised to pay TTII Strategic Acquisitions & Equity, Inc. $
NOTE 9 – DEBENTURE PAYABLE
On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay the Holders $
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NOTE 10 – 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 207 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within
Series C Preferred
The Company has authorized
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 the
NOTE 11 – COMMON STOCK
During the quarter ended November 30, 2023 the Company issued
During the quarter ended November 30, 2023 the Company issued
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NOTE 12 – STOCK SUBSCRIPTIONS RECEIVABLE
During the year ended August 31, 2022, the Company issued
NOTE 13 – WARRANTS
As of November 30, 2023, there are
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| Number of Warrants |
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| Weighted Average Exercise Price |
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| Weighted Average Remaining Contract Term |
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| Intrinsic Value |
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Outstanding, August 31, 2022 |
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Issued |
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| $ |
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Cancelled or expired |
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| — |
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| $ | — |
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| — |
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Exercised |
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| — |
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| $ | — |
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| — |
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Outstanding, August 31, 2023 |
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| $ |
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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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| — |
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Exercised |
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| — |
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| $ | — |
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| — |
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Outstanding, November 30, 2023 |
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| $ |
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| $ | — |
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NOTE 14 – SUBSEQUENT EVENTS
No events occurring through to January 31, 2024.
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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.
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On October 12, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.
On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.
On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.
On August 5, 2022, the Company entered into an agreement to acquire a 68.2% interest in Regreen Technologies Inc. (“Regreen”), a California corporation, in exchange for 10,000,000 shares of the Company’s common stock and an agreement to pay $250,000 in cash. Regreen is in the business of converting organic and solid waste material into marketable bio-products utilizing its patented series of equipment and processes.
On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.
On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.
On September 19, 2022, the Company acquired a 3.1% interest in Regreen in exchange for 2,750,000 shares of the Company’s common stock.
On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC.
As at 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.
Business Operations
Astra Energy is an emerging company in the waste management industry and the electricity and power generation sectors with a focus on energy production from solar, waste conversion and clean burning fuels. The Company strives to advance clean energy initiatives globally while delivering measurable benefits to communities and value to our investors by investing in and developing renewable and clean energy projects in markets where demand is high and supply is limited.
CLEAN ENERGY PROJECTS:
Astra Energy in concert with the government of Tanzania is advancing a 350MW (Megawatt) Combined Cycle Gas Power Plant project. The government of Tanzania provided a positive response to the expression of interest, and they have requested a technical proposal or Project Feasibility Report. Astra is applying for Advocacy support for this project from the US Mission in Tanzania. The Company is currently in discussions to acquire land and is looking at an existing 350MW Combined Cycle Gas Power Plant (the “Plant”).
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Astra is in continuing discussions to secure both a Power Purchase Agreement and a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once these agreements are executed, the Company will seek an equity partner for the project and debt financing to build out the project.
Astra Energy is advancing a "Clean Energy Park" on the island of Zanzibar which includes a 42.5MW solar farm combined with a waste to energy system to convert 15 tons of municipal solid waste per hour into 7.5MW/hour of electric power and battery storage. The project will enable the island to dispose of all its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators of methane, a major greenhouse gas that is responsible for global warming.
The Prefeasibility Report has been completed and there are continuing discussions with the island government regarding the Power Purchase Agreement to feed the power into the grid network. Over 200 acres of land has been secured by Astra on a long-term lease basis.
The island of Zanzibar is a semi-autonomous territory of Tanzania in the Indian ocean. Electric power to the island is currently provided using two 100MW submarine cables from mainland Tanzania. These cables are now at capacity. The island wishes to have an independent power supply. Therefore, the immediate need for an additional 50MW of power in less than two years.
POWER GENERATION TECHNOLOGY:
In October 2022, the Company entered into a Joint Venture with Holcomb Scientific Research Ltd. (“HSR”) to manufacture and distribute the innovative and patent protected Holcomb Inline Power Generator (ILPG) for homes, commercial applications, solar projects, electric vehicles, large power scale power plants, and many more applications. On September 22, 2023, Astra entered into an Exclusive Worldwide Manufacturing License Agreement with Holcomb Energy Systems. Holcomb owns a license for certain intellectual property rights licensed to it by Holcomb Scientific Research Ltd., relating to power generation, including the Holcomb Energy System In-Line Power Generator and Self-Sustaining Power Plant worldwide. Pursuant to the Agreement, Holcomb has agreed to sublicense the intellectual property to the Company.
HSR is a Research and Development company that has created the patent-protected Holcomb Energy System, a scientific breakthrough in clean energy generation. The HES utilizes the natural energy produced by the electron spin in the iron atom, converting it into usable electricity while requiring no fuel, releasing zero carbon emissions, and having no moving parts - therefore running completely silent.
WASTE TO ENERGY TECHNOLOGY
Regreen Technologies Inc. (“Regreen”), a related, California-based “zero emissions” clean energy company. Regreen is involved in research and development of the science of converting municipal solid waste (MSW) and organic waste into “zero emission” marketable commodities, such as clean electricity, biofuels, animal feeds, fertilizers, organic pesticides, and reclaimed water purification.
Results of Operations
Three Months Ended November 30, 2023 Compared to the Three Months Ended November 30, 2022
Revenues
We had no revenue for the three months ended November 30, 2023 and 2022.
Operating Expenses
General and Administrative
General and administrative expenses decreased to $40,335 from $48,022 for the three months ended November 30, 2023, and 2022, respectively primarily in legal expenses, transfer agent fees in general administrative costs.
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Business Development
Business development expenses decreased to $153,145 from $271,941 for the three months ended November 30, 2023, and 2022, respectively primarily in travel and consulting fees. There has been delays in the projects being developed which has reduced development costs related to those projects.
Executive compensation
Executive compensation expenses decreased to $79,500 from $933,000 for the three months ended November 30, 2023, and 2022, respectively primarily due to a reduction in stock compensation for executives for services rendered.
Stock Compensation
Stock compensation-consulting expenses decreased to $34,375 from $347,500 for the three months ended November 30, 2023, and 2022, respectively, primarily due to a reduction in stock compensation for services rendered by advisors, consultants and other non-related parties.
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.
For the three months ended November 30, 2023, we primarily funded our business operations from cash advances made to the Company by officers and directors of the Company. As of November 30, 2023, we had a working capital deficit of $1,383,894.
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Cash Flow Activity
For the three months ended November 30, 2023, $9,256 was used by operations (November 30, 2022 - $456,794).
For the three months ended November 30, 2023, we received $0 (November 30, 2022 - $264,500) in financing activities.
With our current cash balance will be unable to sustain operations for the next twelve months. We need to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated limited revenue to date. The future of our Company is dependent upon its ability to obtain financing and upon future profitable operations.
We estimate that our operating expenses over the next 12 months will be approximately $600,000. This estimate may change significantly depending on the ability to raise capital from shareholders or other sources.
We anticipate continuing to rely on equity sales and grants of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Critical Accounting Policies
Refer to Note 2 of the Financial Statements for a summary of our significant accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer to allow for timely decisions regarding required disclosure.
As of November 30, 2023, 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 November 30, 2023 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 quarter ended November 30, 2023 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 quarter ended November 30, 2023 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.
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
None.
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Item 6. Exhibits
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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: January 31, 2024 |
| /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: January 31, 2024 |
| /s/ Rachel Boulds |
|
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| Rachel Boulds |
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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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10 |