Astra Energy, Inc. Files Amended 10-K for Fiscal Year Ended August 31, 2023

TL;DR

<b>Astra Energy, Inc. has filed an amended 10-K for FY2023, providing updated financial information and historical company details.</b>

AI Summary

Astra Energy, Inc. (ASRE) filed a Amended Annual Report (10-K/A) with the SEC on January 26, 2024. Astra Energy, Inc. filed an amended 10-K for the fiscal year ending August 31, 2023. The filing includes financial data for the periods ending August 31, 2023, August 31, 2022, and August 31, 2021. The company was formerly known as OCEAN SMART, INC., EDGEWATER FOODS INTERNATIONAL, INC., and HERITAGE MANAGEMENT INC. Astra Energy, Inc. is incorporated in Nevada and operates in the Electric Services industry (SIC 4911). The filing address is 9565 WAPLES STREET, SUITE 200, SAN DIEGO, CA 92121, with a business phone number of 800-705-2919.

Why It Matters

For investors and stakeholders tracking Astra Energy, Inc., this filing contains several important signals. This amended filing may contain crucial updates or corrections to the company's financial performance and disclosures for the fiscal year 2023, impacting investor understanding of its current financial health. The inclusion of former company names and name change dates provides historical context, which can be important for long-term investors tracking the company's evolution and identity.

Risk Assessment

Risk Level: low — Astra Energy, Inc. shows low risk based on this filing. The filing is an amended 10-K, which typically indicates corrections or updates rather than new material events, suggesting a lower immediate risk profile.

Analyst Insight

Review the specific amendments in the 10-K/A filing to understand the nature of the corrections and their potential impact on Astra Energy's reported financial position.

Key Numbers

• 2023-08-31 — Fiscal Year End (Reported period)
• 2024-01-26 — Filing Date (Date of submission)
• 000-52205 — SEC File Number (Associated SEC filing number)
• 4911 — SIC Code (Standard Industrial Classification for Electric Services)

Key Players & Entities

• Astra Energy, Inc. (company) — Filer name
• ASRE (company) — Ticker symbol
• OCEAN SMART, INC. (company) — Former company name
• EDGEWATER FOODS INTERNATIONAL, INC. (company) — Former company name
• HERITAGE MANAGEMENT INC (company) — Former company name
• NV (company) — State of incorporation
• SAN DIEGO (company) — City in business address
• 800-705-2919 (dollar_amount) — Business phone number

Forward-Looking Statements

• Astra Energy's stock price may experience short-term volatility as investors digest the implications of the restated capital structure. (Astra Energy, Inc.) — medium confidence, target: 2024-02-26
• Analysts will likely update their valuation models to reflect the corrected common and preferred stock figures. (Astra Energy, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Dates

• 2023-08-31: Fiscal Year End — End of the reporting period for the 10-K/A filing.
• 2024-01-26: Filing Date — Date the amended 10-K was submitted to the SEC.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (Indicates that the filing contains revisions or additions to the original annual report.)

SIC

Standard Industrial Classification, a system used to classify business establishments by the type of activity in which they are engaged. (Helps categorize Astra Energy's business operations within the Electric Services industry.)

Key Financial Figures

• $0.001 — g) of the Act: Common Shares Par Value $0.001 (Title of class) Preferred Shares Pa
• $0 — August 31, 2022 Revenue decreased to $0 from $25,000 for the years ended August
• $25,000 — 31, 2022 Revenue decreased to $0 from $25,000 for the years ended August 31, 2023 and
• $127,037 — nd administrative expenses decreased to $127,037 from $179,132 for the years ended Augus
• $179,132 — ive expenses decreased to $127,037 from $179,132 for the years ended August 31, 2023, an
• $819,715 — iness development expenses increased to $819,715 from $712,683 for the years ended Augus
• $712,683 — ent expenses increased to $819,715 from $712,683 for the years ended August 31, 2023, an
• $1,693,250 — tive compensation expenses increased to $1,693,250 from $1,034,450 for the years ended Aug
• $1,034,450 — n expenses increased to $1,693,250 from $1,034,450 for the years ended August 31, 2023, an
• $701,612 — sation-consulting expenses increased to $701,612 from $595,500 for the years ended Augus
• $595,500 — ing expenses increased to $701,612 from $595,500 for the years ended August 31, 2023, an
• $7,049,213 — ss expenses were incurred in the amount $7,049,213 and $9,701,000 respectively for the yea
• $9,701,000 — e incurred in the amount $7,049,213 and $9,701,000 respectively for the year ended August
• $52,655,280 — cumulated deficit at August 31, 2023 of $52,655,280. We expect to incur substantial expense
• $23,250 — ugust 31, 2023, the Company had cash of $23,250. We will need to rely on private capita

Filing Documents

• asre_10ka.htm (10-K/A) — 1065KB
• asre_ex311.htm (EX-31.1) — 13KB
• asre_ex312.htm (EX-31.2) — 13KB
• asre_ex321.htm (EX-32.1) — 6KB
• asre_ex322.htm (EX-32.2) — 7KB
• asre_10kimg2.jpg (GRAPHIC) — 3KB
• asre_10kimg1.jpg (GRAPHIC) — 4KB
• 0001477932-24-000395.txt (&nbsp;) — 5051KB
• asre-20230831.xsd (EX-101.SCH) — 58KB
• asre-20230831_lab.xml (EX-101.LAB) — 295KB
• asre-20230831_cal.xml (EX-101.CAL) — 49KB
• asre-20230831_pre.xml (EX-101.PRE) — 269KB
• asre-20230831_def.xml (EX-101.DEF) — 167KB
• asre_10ka_htm.xml (XML) — 726KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 5 Item 7A. Quantitative and Qualitative Disclosure about Market Risk. 6 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. F-1 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 7 Item 9A.

Controls and Procedures

Controls and Procedures. 7 Item 9B. Other Information. 8 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 8 Part III. Item 10. Directors, Executive Officers and Corporate Governance. 9 Item 11.

Executive Compensation

Executive Compensation. 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters. 15 Item 13. Certain Relationships and Related Transactions, and Director Independence. 16 Item 14. Principal Accountant Fees and Services. 16 Part IV. Item 15. Exhibits 17 Item 16. Form 10-K Summary. 17 SIGNATURES. 18 2 Table of Contents Part I

Business

Item 1. Business Astra Energy is an emerging company in the waste management industry and the electricity and power generation sectors with a focus on energy production from solar, waste conversion and clean burning fuels. The Company strives to advance clean energy initiatives globally while delivering measurable benefits to communities and value to our investors by investing in and developing renewable and clean energy projects in markets where demand is high and supply is limited. CLEAN ENERGY PROJECTS: Astra Energy in concert with the government of Tanzania is advancing a 350MW (Megawatt) Combined Cycle Gas Power Plant project. The government of Tanzania provided a positive response to the expression of interest, and they have requested a technical proposal or Project Feasibility Report. Astra is applying for Advocacy support for this project from the US Mission in Tanzania. The Company is currently in discussions to acquire land and is looking at an existing 350MW Combined Cycle Gas Power Plant (the "Plant"). Astra is in continuing discussions to secure both a Power Purchase Agreement and a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once these agreements are executed, the Company will seek an equity partner for the project and debt financing to build out the project. Astra Energy is advancing a "Clean Energy Park" on the island of Zanzibar which includes a 42.5MW solar farm combined with a waste to energy system to convert 15 tons of municipal solid waste per hour into 7.5MW/hour of electric power and battery storage. The project will enable the island to dispose of all its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators of methane, a major greenhouse gas that is responsible for global warming. The Prefeasibility Report has been completed and there are continuing discussions with the island government regarding the Power Purchase Agr

Risk Factors

Item 1A. Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None.

Properties

Item 2. Properties Our principal executive offices are located at 9565 Waples Street, Suite 200, San Diego, CA where we lease approximately 100 square feet of office space on a month-to-month basis. We believe our present facilities are adequate for our current needs. We do not own any real property.

Legal Proceedings

Item 3. Legal Proceedings We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable. 4 Table of Contents Part II

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

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market for Common Stock Our common stock was listed for trading on the OTCQB on September 30, 2022, under the symbol "ASRE". Holders of Record of Common Stock As of January 8, 2024, we had approximately 178 stockholders of record for our common stock. The foregoing number of stockholders of record does not include an unknown number of stockholders who hold their stock in "street name". Dividend Policy We have never declared or paid cash dividends on our common stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others. Recent Sales of Unregistered Securities Unregistered securities sold by the Company during the period covered by this report have been previously reported in our Registration Statement on Form S-1, on a Quarterly Report on Form 10-Q or Current Report on Form 8-K. Purchases of Equity Securities On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company's common stock. Equity Compensation Plan Information As of August 31, 2023, we do not have any equity compensation plans.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report. The following information contains certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may," "could," "expect," "estimate," "anticipate," "plan," "predict," "probable," "possible," "should," "continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. 5 Table of Contents Critical Accounting Policies Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards. Results of Operations Fiscal Year Ended August 31, 2023, Compared to Fiscal Year Ended August 31, 2022 Revenue decreased to $0 from $25,000 for the years ended August 31, 2023 and 2022. General and administrative expenses decreased to $127,037 from $179,132 for the years ended August 31, 2023, and 2022, respectively. General and administrative expenses decreased primarily in consulting fees and legal costs. Business development expenses increased to $819,715 from $712,683 for the years ended August 31, 2023, and 2022, respectively. Business development expenses increased primarily in costs associated wit

Quantitative and Qualitative Disclosure about Market Risk

Item 7A. Quantitative and Qualitative Disclosure about Market Risk. As a "smaller reporting company", we are not required to provide the information required by this Item. 6 Table of Contents

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data The following consolidated financial statements are filed as part of this Annual Report: ASTRA ENERGY INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Fruci Associates II PLLC (PCAOB #0 5525 ) F-2 Consolidated Balance Sheets as of August 31, 2023 and 2022 F-4 Consolidated Statements of Operations for the Years ended August 31, 2023 and 2022 F-5 Consolidated Statements of Stockholders' Deficit for the Years ended August 31, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the Years ended August 31, 2023 and 2022 F-7 Notes to the Consolidated Financial Statements F-8 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Astra Energy, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Astra Energy, Inc. and Subsidiaries ("the Company") as of August 31, 2023 and 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended August 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit and minimal revenue. These factors, among others, raise substantial doubt about the Company's ability to continue as a

Executive compensation

Executive compensation 1,693,250 1,034,450 Stock compensation-consulting 701,612 595,500 Total operating expenses 3,345,074 2,656,765 Loss from operations ( 3,345,074 ) ( 2,631,765 ) Other Income (Expense): Foreign exchange 2,208 ( 13 ) Interest expense ( 13,510 ) ( 2,767 ) Interest expense – debt discount ( 69,250 ) — Early payment penalty ( 20,706 ) — Impairment loss ( 7,049,213 ) ( 9,701,000 ) Loss on issuance of convertible debt ( 36,242 ) — Change in fair value of derivative ( 50,570 ) — Gain on extinguishment of debt 151,812 — Total other expense ( 7,085,471 ) ( 9,703,780 ) Loss before provision for income taxes ( 10,430,545 ) ( 12,335,545 ) Provision for income taxes — — Net Loss $ ( 10,430,545 ) $ ( 12,335,545 ) Net loss per share, basic and diluted $ ( 0.15 ) $ ( 0.27 ) Weighted average shares outstanding, basic and diluted 70,475,577 45,567,354 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents ASTRA ENERGY INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED AUGUST 31, 2023 AND 2022 Series A Preferred Series A1 Preferred Series B Preferred Series C Preferred Series D Preferred Common Stock Common Stock to Stock Subscription Additional Paid-In Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Be Issued Receivable Capital Deficit Total Balance, August 31, 2021 15,774 $ 16 1 $ — 207 $ — 747,870 $ 748 304,558 $ 305 42,549,540 $ 42,550 $ 100,000 $ ( 100,000 ) $ 29,795,766 $ ( 29,889,190 ) $ ( 49,805 ) Common stock issued for services - related party — — — — — — — — — — 525,000 525 — — 410,475 — 411,000 Preferred shares cancelled – related party ( 8,000 ) ( 8 ) — — — — — — — — — —

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