Astra Energy Files 2024 10-K

TL;DR

Astra Energy filed its 2024 10-K. Financials and operations detailed.

AI Summary

Astra Energy, Inc. filed its 10-K for the fiscal year ending August 31, 2024. The company, formerly known as OCEAN SMART, INC., EDGEWATER FOODS INTERNATIONAL, INC., and HERITAGE MANAGEMENT INC, is incorporated in Nevada and operates in the electric services sector. Its principal business address is in Sarasota, Florida.

Why It Matters

This filing provides a comprehensive overview of Astra Energy's financial performance and operational status for the past fiscal year, crucial for investors and stakeholders to assess the company's health and future prospects.

Risk Assessment

Risk Level: medium — The filing is a standard annual report, but the company has a history of name changes, suggesting potential restructuring or strategic shifts that warrant closer examination.

Key Numbers

• 000-52205 — SEC File Number (Identifies the company's filing with the SEC.)
• NV — State of Incorporation (Indicates the legal jurisdiction of the company.)
• 4911 — Standard Industrial Classification (Classifies the company's primary business activity as Electric Services.)

Key Players & Entities

• Astra Energy, Inc. (company) — Filer
• 2024-08-31 (date) — Fiscal Year End
• OCEAN SMART, INC. (company) — Former Company Name
• EDGEWATER FOODS INTERNATIONAL, INC. (company) — Former Company Name
• HERITAGE MANAGEMENT INC (company) — Former Company Name
• Sarasota, FL (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — g) of the Act: Common Shares Par Value $0.001 (Title of class) Preferred Shares Pa
• $333,008 — eneral and administrative expenses were $333,008 and $127,037 for the years ended August
• $127,037 — ministrative expenses were $333,008 and $127,037 for the years ended August 31, 2024 and
• $205,971 — and 2023, respectively, an increase of $205,971 or 162.1%. In the current fiscal year,
• $33,820 — increase of audit fees of approximately $33,820, legal fees of $144,590 and recruiting
• $144,590 — of approximately $33,820, legal fees of $144,590 and recruiting fees of $72,000. Busine
• $72,000 — fees of $144,590 and recruiting fees of $72,000. Business Development Business devel
• $874,245 — nt Business development expenses were $874,245 and $819,715 for the years ended August
• $819,715 — development expenses were $874,245 and $819,715 for the years ended August 31, 2024 and
• $54,530 — and 2023, respectively, an increase of $54,530 or 6.7%. Business development expenses
• $318,467 — Land lease and penalties increased to $318,467 from $0 for the year ended August 31, 2
• $0 — nd penalties increased to $318,467 from $0 for the year ended August 31, 2024 and
• $3,460 — ed August 31, 2024 and 2023, was $0 and $3,460, respectively, a decrease of $3,460. A
• $88,310 — ear we incurred amortization expense of $88,310 for our license to manufacture the Holc
• $1,159 — tor and Self-Sustaining Power Plant and $1,159 of depreciation expense on an automobil

Filing Documents

• asre_10k.htm (10-K) — 916KB
• asre_ex311.htm (EX-31.1) — 10KB
• asre_ex312.htm (EX-31.2) — 11KB
• asre_ex321.htm (EX-32.1) — 4KB
• asre_ex322.htm (EX-32.2) — 4KB
• asre_10kimg3.jpg (GRAPHIC) — 3KB
• asre_10kimg2.jpg (GRAPHIC) — 4KB
• 0001477932-24-008111.txt ( ) — 4259KB
• asre-20240831.xsd (EX-101.SCH) — 55KB
• asre-20240831_lab.xml (EX-101.LAB) — 284KB
• asre-20240831_cal.xml (EX-101.CAL) — 53KB
• asre-20240831_pre.xml (EX-101.PRE) — 242KB
• asre-20240831_def.xml (EX-101.DEF) — 140KB
• asre_10k_htm.xml (XML) — 453KB

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. 7 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. 8 Item 9A.

Controls and Procedures

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

Executive Compensation

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. 18 Part IV. Item 15. Exhibits 19 Item 16. Form 10-K Summary. 19 SIGNATURES. 20 2 Table of Contents Part I

Business

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

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.

Cybersecurity

Item 1C. Cybersecurity We have developed and maintain a cybersecurity risk management methodology intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management is integrated into our overall enterprise risk management, and shares common methodologies, reporting channels and governance processes that apply across the Company to other legal, compliance, strategic, operational, and financial risk areas. As part of our overall risk management processes and procedures, we have instituted a cybersecurity awareness designed to identify, assess and manage material risks from cybersecurity threats. This involves ongoing monitoring of systems and networks, including networks on which we rely. Through our cybersecurity awareness, the current threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity threats. We may engage external experts, including cybersecurity assessors, consultants and auditors to evaluate cybersecurity measures and risk management processes as needed. We also depend on and engage various third parties, including suppliers, vendors and service providers in connection with our operations. Our management team oversee and identify material risks from cybersecurity threats associated with our use of such entities. As of the date of this Report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Report.

Properties

Item 2. Properties Our principal executive offices are located at 1100 Benjamin Franklin Drive, Unit 802, Sarasota, Florida 34236. We believe our present facilities are adequate for our current needs as it is in close proximity to the Holcomb Energy System R&D Facility. We do not own any real property.

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 December 11, 2024, we had approximately 181 stockholders of record for our common stock. The foregoing number of stockholders of record does not include an unknown number of stockholders who hold their stock in "street name". Dividend Policy We have never declared or paid cash dividends on our common stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others. Recent Sales of Unregistered Securities Unregistered securities sold by the Company during the period covered by this report have been previously reported in our Registration Statement on Form S-1, on a Quarterly Report on Form 10-Q or Current Report on Form 8-K. Purchases of Equity Securities On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company's common stock. Equity Compensation Plan Information As of August 31, 2024, we do not have any equity compensation plans.

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. 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. 5 Table of Contents Results of Operations Fiscal Year Ended August 31, 2024, Compared to Fiscal Year Ended August 31, 2023 We did not recognize any revenue for the years ended August 31, 2024 and 2023. General and Administrative General and administrative expenses were $333,008 and $127,037 for the years ended August 31, 2024 and 2023, respectively, an increase of $205,971 or 162.1%. In the current fiscal year, we had an increase of audit fees of approximately $33,820, legal fees of $144,590 and recruiting fees of $72,000. Business Development Business development expenses were $874,245 and $819,715 for the years ended

Executive Compensation

Executive Compensation Executive compensation expenses were $345,000 and $1,693,250 for the years ended August 31, 2024 and 2023, respectively, a decrease of $1,348,250 or 79.6%. The decrease is primarily due to a reduction in stock compensation for executives for services rendered. Stock Compensation-Consulting Stock compensation-consulting expenses for the years ended August 31, 2024 and 2023, were $389,840 and $701,612, respectively, a decrease of $311,772 or 44.4%. The decrease is due to a reduction in stock compensation for services rendered by advisors, consultants and other non-related parties. Other Income/Expense For the year ended August 31, 2024, we had total other expense of $1,138,597, compared to total other expense of $7,085,471 in the prior year. In the current year we had interest expense of $1,880,602, $537,500 of which was recorded to accrue for a portion of the transaction fee related to the loan from a Director for the Financial Guarantee Insurance. We also had foreign exchange expense of $8,095 and we recognized $750,100 of other revenue from our joint venture with Powertron. In the prior period we had interest expense of $13,510, a loss on the issuance of convertible debt of $36,242, a loss for the change in fair value of derivative of $50,570, debt discount expense of $69,250, and early payment penalty of $20,706 and a loss on impairment of $7,049,213. These expense were offset with a $2,208 gain for foreign exchange and a gain on extinguishment of debt of $151,812. Net Loss We had a net loss of $3,487,467 for the year ended August 31, 2024, compared to $10,430,545 for the year ended August 31, 2023. Our net loss has decreased for the reasons discussed above. Liquidity and Capital Resources We have an accumulated deficit at August 31, 2024 of $56,142,747. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At August 31, 2024, the Company

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. 7 Table of Contents

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data ASTRA ENERGY INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB #05525) F-2 Consolidated Balance Sheets as of August 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years ended August 31, 2024 and 2023 F-4 Consolidated Statements of Stockholders' Equity for the Years ended August 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years ended August 31, 2024 and 2023 F-6 Notes to the Consolidated Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Astra Energy, Inc and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Astra Energy, Inc and Subsidiaries ("the Company") as of August 31, 2024, and 2023, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended August 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a significant accumulated deficit and no ongoing revenue sources. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described i

Executive compensation

Executive compensation 345,000 1,693,250 Stock compensation-consulting 389,840 701,612 Total operating expenses 2,348,870 3,345,074 Loss from operations ( 2,348,870 ) ( 3,345,074 ) Other income (expense): Foreign exchange ( 8,095 ) 2,208 Interest expense ( 1,880,602 ) ( 13,510 ) Interest expense – debt discount — ( 69,250 ) Early payment penalty — ( 20,706 ) Impairment loss — ( 7,049,213 ) Loss on issuance of convertible debt — ( 36,242 ) Change in fair value of derivative — ( 50,570 ) Gain on extinguishment of debt — 151,812 Other income 750,100 — Total othe

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