UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _________________

Commission file number ______________

ASTRA ENERGY INC.

(Exact Name of registrant as specified in its charter)

Nevada

20-3113571

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~9565~~ 1100 ~~Waples~~Benjamin ~~Street~~Franklin Drive, ~~Suite~~Unit ~~200~~802, ~~San~~Sarasota, ~~Diego~~Florida, ~~CA 92121~~34236

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (800) 705-2919

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common		ASRE		OTCQB

Securities registered pursuant to section 12(g) of the Act:

Common Shares Par Value $0.001

(Title of class)

Preferred Shares Par Value $0.001

(Title of class)

_________________________

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 fi ling requirements for the past 90 days. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold. on the last business day of the registrant’s most recently completed second fiscal quarter: $227,~~131~~067,~~991~~066

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.: 74,760,382 issued and outstanding at December 11, 2024.

80,263,982 issued and outstanding at January 8, 2024

DOCUMENTS INCORPORATED BY REFERENCE

None other than indicated in Item 15, exhibit list.

TABLE OF CONTENTS

Part I.
Item 1.	Business.	3
Item 1A.	Risk Factors.	4
Item 1B.	Unresolved Staff Comments.	4
Item 1C.	Cybersecurity	4
Item 2.	Properties.	4
Item 3.	Legal Proceedings.	4
Item 4.	Mine Safety Disclosures.	4
Part II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	[Reserved]	5
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk.	67
Item 8.	Financial Statements and Supplementary Data.	F-1
Item 9.	Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure.	78
Item 9A.	Controls and Procedures.	78
Item 9B.	Other Information.	89
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	89
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance.	910
Item 11.	Executive Compensation.	13
Item 12.	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.	1618
Part IV.
Item 15.	Exhibits	1719
Item 16.	Form 10-K Summary.	1719
SIGNATURES.		1820

Table of Contents

Part I

Item 1. Business

Astra Energy Inc.is an emerging company in the ~~waste~~clean ~~management industry~~ and ~~the~~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 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~~3 TOTable ~~ENERGY~~of ~~TECHNOLOGY~~ Contents

~~Regreen~~WASTE ~~Technologies~~TO ~~Inc.~~ENERGY (“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.TECHNOLOGY

3Regreen ~~Table~~Technologies Inc. (“Regreen”), is a related, California-based “zero emissions” clean energy company. Regreen is involved in research and development of ~~Contents~~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. The Company partners with Regreen and has access to its technology for use in developing clean and renewable energy solutions.

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.

Item 1B. Unresolved Staff Comments

None.

Item 21C. ~~Properties~~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 ~~principal~~cybersecurity ~~executive~~risk ~~offices~~management ~~are~~is ~~located~~integrated atinto ~~9565~~our ~~Waples~~overall ~~Street~~enterprise risk management, ~~Suite~~and ~~200~~shares common methodologies, ~~San~~reporting ~~Diego~~channels and governance processes that apply across the Company to other legal, CAcompliance, ~~where~~strategic, weoperational, ~~lease~~and ~~approximately~~financial ~~100~~risk ~~square~~areas. ~~feet~~As part of ~~office~~our ~~space~~overall onrisk management processes and procedures, we have instituted a ~~month-~~cybersecurity awareness designed to~~-month~~ ~~basis~~identify, assess and manage material risks from cybersecurity threats. WeThis ~~believe~~involves ~~our~~ongoing ~~present~~monitoring ~~facilities~~of ~~are~~systems ~~adequate~~and ~~for~~networks, including networks on which we rely. Through our cybersecurity awareness, the current ~~needs~~threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity threats. We domay ~~not~~engage ~~own~~external ~~any~~experts, ~~real~~including ~~property~~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.

~~Item~~As 3.of ~~Legal~~the ~~Proceedings~~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.

WeItem ~~are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations~~2. Properties

~~Item~~Our 4principal executive offices are located at 1100 Benjamin Franklin Drive, Unit 802, Sarasota, Florida 34236. ~~Mine~~We ~~Safety~~believe ~~Disclosures~~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.

~~Not~~Item ~~applicable~~3. Legal Proceedings

4We ~~Table~~are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of ~~Contents~~operations.

~~Part~~Item II4. Mine Safety Disclosures

~~Item~~Not 5applicable. ~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Market~~4 ~~for~~Table ~~Common~~of ~~Stock~~Contents

~~Our~~Part ~~common stock was listed for trading on the OTCQB on September 30, 2022, under the symbol "ASRE".~~II

~~Holders~~Item of5. ~~Record~~Market offor Registrant's Common ~~Stock~~Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

AsMarket ~~of January 8, 2024, we had approximately 178 stockholders of record~~ for ~~our~~Common ~~common stock. The foregoing number of stockholders of record does not include an unknown number of stockholders who hold their stock in "street name".~~Stock

~~Dividend~~Our ~~Policy~~common stock was listed for trading on the OTCQB on September 30, 2022, under the symbol "ASRE".

WeHolders 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~~Record ~~most benefit to our stockholders. The declaration~~ of ~~dividends,~~Common 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.Stock

~~Recent~~As ~~Sales~~of December 11, 2024, we had approximately 181 stockholders of ~~Unregistered~~record ~~Securities~~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".

~~Unregistered~~Dividend 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.Policy

~~Purchases~~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 ~~Equity~~the ~~Securities~~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.

OnRecent ~~October~~Sales ~~27, 2022, the Company acquired 50%~~ of ~~the~~Unregistered ~~outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock.~~ Securities

~~Equity~~Unregistered ~~Compensation~~securities ~~Plan~~sold ~~Information~~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.

AsPurchases of ~~August~~Equity ~~31, 2023, we do not have any equity compensation plans.~~Securities

~~Item~~On 6October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., ~~[Reserved]~~a Delaware entity, in exchange for 5 million shares of the Company’s common stock.

~~Item~~Equity 7.Compensation ~~Management's~~Plan ~~Discussion and Analysis of Financial Condition and Results of Operations~~Information

~~The~~As ~~following~~of ~~discussion~~August ~~and~~31, ~~analysis should be read in conjunction with our financial statements~~2024, ~~including~~we ~~the~~do ~~notes~~not ~~thereto,~~have ~~appearing~~any ~~elsewhere~~equity incompensation ~~this Annual Report~~plans.

~~The~~Item ~~following information contains certain forward-looking statements of our management~~6. 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.[Reserved]

5Item ~~Table~~7. Management's Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Critical~~The ~~Accounting~~following ~~Policies~~discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report.

~~Refer~~The tofollowing ~~Note~~information 2contains certain forward-looking statements of our ~~financial~~management. Forward-looking statements ~~contained~~are ~~elsewhere~~statements inthat ~~this~~estimate ~~Form~~the 10happening of future events and are not based on historical fact. Forward-Klooking ~~for~~statements amay ~~summary~~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 ~~critical~~management ~~accounting~~on ~~policies~~the basis of assumptions made by management and ~~recently~~considered ~~adopting~~by management to be reasonable. Our future operating results, however, are impossible to predict and ~~issued~~no ~~accounting~~representation, ~~standards~~guaranty, or warranty is to be inferred from those forward-looking statements.

~~Results~~Critical ofAccounting ~~Operations~~Policies

~~Fiscal~~Refer ~~Year~~to ~~Ended~~Note ~~August~~2 ~~31,~~of ~~2023,~~our ~~Compared~~financial tostatements ~~Fiscal~~contained ~~Year~~elsewhere ~~Ended~~in ~~August~~this ~~31,~~Form ~~2022~~10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

~~Revenue~~5 ~~decreased~~Table toof ~~$0 from $25,000 for the years ended August 31, 2023 and 2022.~~Contents

~~General~~Results ~~and~~of 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.Operations

~~Business~~Fiscal ~~development~~Year ~~expenses~~Ended ~~increased~~August ~~to $819~~31,~~715~~ ~~from $712~~2024,~~683~~ ~~for~~Compared ~~the~~to ~~years~~Fiscal ~~ended~~Year Ended August 31, 2023~~, and 2022, respectively. Business development expenses increased primarily in costs associated with the development of Regreen Technologies business.~~

~~Executive~~We ~~compensation~~did ~~expenses~~not ~~increased~~recognize toany ~~$1,693,250~~revenue ~~from $1,034,450~~ for the years ended August 31, ~~2023,~~2024 and ~~2022, respectively~~2023. ~~Executive compensation expenses increased primarily as a result of stock compensation for executives for services rendered.~~

~~Stock~~General ~~compensation-consulting expenses increased to $701,612 from $595,500 for the years ended August 31, 2023,~~ and ~~2022, respectively, primarily as a result of an increase in shares issued for services rendered by advisors, consultants and other non-related parties.~~Administrative

~~Impairment~~General ~~loss~~and administrative expenses were ~~incurred in the amount~~ $7333,~~049,213~~008 and $9127,~~701,000~~037 ~~respectively~~ for the ~~year~~years ended August 31, ~~2023~~2024 and ~~2022.~~2023, ~~The~~respectively, ~~impairment~~an ~~losses~~increase ~~relate~~of to$205,971 ~~the~~or ~~write~~162.1%. ~~down~~In in the ~~value~~current offiscal ~~the~~year, ~~investment~~we inhad ~~Regreen~~an ~~Technologies~~increase ~~Inc.~~of ~~due~~audit tofees ~~the~~of ~~uncertainty~~approximately $33,820, legal fees of ~~Regreen~~$144,590 asand arecruiting ~~going~~fees ~~concern~~of $72,000.

~~Liquidity~~Business ~~and Capital Resources~~Development

WeBusiness ~~have~~development anexpenses ~~accumulated~~were ~~deficit at August 31~~$874,245 ~~2023~~and of $52819,~~655,280.~~715 Wefor ~~expect~~the toyears ~~incur~~ended ~~substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At~~ August 31, 2024 and 2023, ~~the~~respectively, ~~Company~~an ~~had~~increase ~~cash~~ of $2354,~~250.~~530 ~~We will need to rely on private capital investment~~ or ~~loans~~6.7%. toBusiness ~~fund~~development ~~future~~expenses ~~operations~~are primarily for ~~the~~travel ~~next~~and 12consulting ~~months~~fees.

~~Cash~~Land ~~Flows~~Lease and penalties

~~The~~Land ~~following~~lease ~~table~~and ~~summarizes~~penalties increased to $318,467 from $0 for the ~~periods~~year ~~indicated~~ended August 31, ~~selected~~2024 ~~items~~and in2023, ~~our~~respectively. ~~Statements~~As per the terms of ~~Cash~~the ~~Flows:~~lease agreement with the Revolutionary Government of Zanzibar (Note 7), the Company is delinquent in its first payment and has incurred a penalty.

	Years Ended August 31,
	2023			2022
Net cash (used in) provided by:
Operating activities	$	(593,160	)	$	(1,073,866	)
Financing activities	$	417,511		$	1,178,000

Consulting – Related Party

~~Operating~~Consulting ~~Activities~~– related party expense for the years ended August 31, 2024 and 2023, was $0 and $3,460, respectively, a decrease of $3,460.

~~Cash~~Amortization ~~used in operating activities was $593,160~~ and ~~$1,073,866~~Depreciation ~~for the years ended August 31, 2023, and 2022, respectively. The decrease in cash used for operating activities was related primarily to an increase in accounts payable.~~Expense

~~Financing~~In ~~Activities~~the current year we incurred amortization expense of $88,310 for our license to manufacture the Holcomb In-Line Power Generator and Self-Sustaining Power Plant and $1,159 of depreciation expense on an automobile.

~~Cash~~Executive provided by financing activities was $417,511 and $1,178,000 for the years ended August 31, 2023, and 2022, respectively. The decrease in cash provided by financing activities was primarily due to a decrease in the issuances of common stock for cash.Compensation

~~Off-Balance~~Executive ~~Sheet~~compensation ~~Arrangements~~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.

WeStock ~~have no off~~Compensation-~~balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.~~Consulting

~~Item~~Stock ~~7A.~~compensation-consulting ~~Quantitative~~expenses for the years ended August 31, 2024 and ~~Qualitative~~2023, ~~Disclosure~~were ~~about~~$389,840 ~~Market~~and ~~Risk~~$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.

AsOther ~~a "smaller reporting company", we are not required to provide the information required by this Item.~~Income/Expense

6For ~~Table~~the year ended August 31, 2024, we had total other expense of ~~Contents~~$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.

~~Item~~Net ~~8. Financial Statements and Supplementary Data~~Loss

~~The~~We ~~following~~had ~~consolidated~~a ~~financial~~net ~~statements~~loss ~~are~~of ~~filed~~$3,487,467 asfor ~~part~~the ofyear ~~this~~ended ~~Annual~~August ~~Report:~~31, 2024, compared to $10,430,545 for the year ended August 31, 2023. Our net loss has decreased for the reasons discussed above.

~~ASTRA~~Liquidity ~~ENERGY~~and ~~INC.~~Capital Resources

~~INDEX~~We TOhave ~~CONSOLIDATED~~an ~~FINANCIAL~~accumulated ~~STATEMENTS~~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 had cash of $23,012. We will need to rely on private capital investment or loans to fund future operations for the next 12 months.

Report of Independent Registered Public Accounting Firm Fruci Associates II PLLC (PCAOB #05525)	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

Table of Contents

~~F-1~~Cash ~~Table of Contents~~Flows

~~REPORT~~The OFfollowing ~~INDEPENDENT~~table ~~REGISTERED~~summarizes, ~~PUBLIC~~for ~~ACCOUNTING~~the ~~FIRM~~periods indicated, selected items in our Statements of Cash Flows:

To the Board of Directors and Shareholders of Astra Energy, Inc.

	Years Ended August 31,
	2024			2023
Net cash (used in) provided by:
Operating activities	$	(124,815	)	$	(593,160	)
Investing activities		(20,723	)		—
Financing activities	$	145,300		$	417,511

~~Opinion~~Operating ~~on the Financial Statements~~Activities

WeCash ~~have~~used ~~audited~~in ~~the~~operating ~~accompanying~~activities ~~consolidated~~was ~~balance sheets of Astra Energy~~$124,815 ~~Inc.~~ and ~~Subsidiaries (“the Company”) as of August 31~~$593,160 ~~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,~~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, 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~~respectively.

~~Going~~Investing ~~Concern~~Activities

~~The~~Cash ~~accompanying~~used ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed~~ in ~~Note~~investing 3activities towas ~~the financial statements~~$20,723 ~~the Company has an accumulated deficit~~ and ~~minimal~~$0 ~~revenue.~~for ~~These factors, among others, raise substantial doubt about~~ the ~~Company’s~~years ~~ability~~ended toAugust ~~continue~~31, as2024 aand ~~going~~2023, ~~concern~~respectively. ~~Management’s~~In ~~plans~~the incurrent ~~regard~~fiscal toyear ~~these~~we ~~matters~~purchased ~~are~~an ~~also~~automobile ~~described~~for ~~in Note 3~~$20,723. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~Financing ~~for Opinion~~Activities

~~These~~Cash ~~financial~~provided ~~statements~~by ~~are~~financing ~~the~~activities ~~responsibility~~was of$145,300 ~~the~~and ~~Company’s~~$417,511 ~~management.~~for ~~Our responsibility is to express an opinion on~~ the ~~Company’s~~years ~~financial~~ended ~~statements~~August ~~based~~31, on2024 ~~our~~and ~~audits~~2023, respectively. WeThe ~~are~~decrease ain ~~public~~cash ~~accounting~~provided ~~firm~~by ~~registered~~financing ~~with~~activities ~~the~~was ~~Public~~primarily ~~Company~~due ~~Accounting Oversight Board (United States) (PCAOB) and are required~~ to bea ~~independent~~decrease ~~with respect to the Company~~ in ~~accordance with~~ the ~~U.S.~~issuances ~~federal securities laws and the applicable rules and regulations~~ of ~~the~~common ~~Securities~~stock ~~and~~for ~~Exchange Commission and the PCAOB~~cash.

WeOff-Balance ~~conducted~~Sheet our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Arrangements

~~Our~~We ~~audits~~have ~~included~~no ~~performing~~off-balance ~~procedures~~sheet toarrangements ~~assess~~including ~~the~~arrangements ~~risks~~that ofwould ~~material~~affect ~~misstatement of~~ the ~~financial statements~~liquidity, ~~whether~~capital ~~due to error or fraud~~resources, ~~and~~market ~~performing~~risk ~~procedures~~support ~~that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts~~ and ~~disclosures~~credit inrisk ~~the~~support ~~financial~~or ~~statements.~~other ~~Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements~~benefits. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~Critical~~Item ~~Audit~~7A. ~~Matters~~Quantitative and Qualitative Disclosure about Market Risk.

~~The~~As ~~critical~~a ~~audit~~"smaller ~~matters~~reporting ~~communicated~~company", ~~below~~we are ~~matters~~not ~~arising from the current period audit of the financial statements that were communicated or~~ required to beprovide ~~communicated to~~ the ~~audit~~information ~~committee~~required and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by ~~communicating~~this ~~the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate~~Item.

~~F-2~~7 Table of Contents

~~Accounting~~Item ~~Treatment~~8. ofFinancial ~~Investments~~Statements –and ~~Refer~~Supplementary ~~to Note 4 to the Financial Statements~~Data

~~Critical~~ASTRA ~~Audit~~ENERGY ~~Matter Description~~INC.

~~The~~INDEX ~~Company~~TO ~~acquired~~CONSOLIDATED aFINANCIAL 50% ownership interest in Astra-Holcomb Energy Systems, LLC during the year ended August 31, 2023. As this is a significant transaction during the year and judgment is required related to the accounting and disclosure related to the purchase, we determined that this is a critical audit matter.STATEMENTS

How the Critical Audit Matter was Addressed on the Audit

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

~~Our~~F-1 ~~principal~~Table ~~audit procedures consisted~~ of ~~the following, among others:~~ Contents

·REPORT ~~Testing~~OF ofINDEPENDENT ~~the~~REGISTERED ~~purchase~~PUBLIC ~~price~~ACCOUNTING ~~and valuation of the investment. · Evaluation of the subsequent accounting for the investment through year end.~~FIRM

~~Fruci~~To &the ~~Associates~~Board ~~II,~~of ~~PLLC~~Directors –and ~~PCAOB~~Shareholders IDof ~~#05525We~~Astra ~~have~~Energy, ~~served~~Inc asand ~~the Company’s auditor since 2021.~~Subsidiaries

~~Spokane,~~Opinion ~~Washington~~on the Financial Statements

~~January~~We 15have 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.

~~F-3~~Going ~~Table of Contents~~Concern

~~ASTRA~~The ~~ENERGY~~accompanying ~~INC~~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 in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~CONSOLIDATED BALANCE~~Basis ~~SHEETS~~for Opinion

	August 31, 2023			August 31, 2022(Restated)
ASSETS
Current assets:
Cash	$	23,250		$	198,899
Other receivable – related party (Note 6)		-			194,520
Total current assets		23,250			393,419
Investment (Note 4)		2,725,000			—
Operating leases, right of use assets (Note 5)		4,818,471			—
Total Assets	$	7,566,721		$	393,419
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	265,917		$	49,344
Accounts payable - related parties (Note 8)		322,500			107,200
Refundable deposits		190,000			—
Due to related party (Note 7)		—			270,185
Accrued interest payable		6,840			630
Loan payable-related party (Note 9)		93,011
Note payable (Note 10)		100,000			—
Debenture payable (Note 11)		20,000			20,000
Operating lease liability – current portion		127,460			—
Total current liabilities		1,125,728			447,359
Operating lease liability – net of current portion (Note 6)		4,691,011			—
Total Liabilities		5,816,739			447,359
Commitments and contingencies		—			—
Stockholders' Deficit:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding		8			8
Series B Preferred stock, par $0.0001, 100,000 shares authorized; 207 shares issued and outstanding		—			—
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding		748			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding		305			305
Series A1 Preferred stock, par $0.001, 1 share authorized; no shares issued and outstanding, respectively		—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 67,638,982 and 50,355,540 shares issued and outstanding, respectively.		67,639			50,356
Stock subscriptions receivable		(5,000	)		(5,000	)
Common stock to be issued		-			20,000
Additional paid-in capital		54,341,562			42,104,418
Accumulated deficit		(52,655,280	)		(42,224,735	)
Total Stockholders’ Deficit		1,749,982			(53,900	)
Total Liabilities and Stockholders’ Deficit	$	7,566,721		$	393,419

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~accompanying~~conducted ~~notes~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an ~~integral~~audit of its internal control over financial reporting. As part of ~~these~~our ~~consolidated~~audits, we are required to obtain an understanding of internal control over financial ~~statements~~reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~F-4~~Our ~~Table~~audits included performing procedures to assess the risks of ~~Contents~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~ASTRA~~Critical ~~ENERGY~~Audit ~~INC.~~Matters

~~CONSOLIDATED~~The ~~STATEMENTS~~critical OFaudit ~~OPERATIONS~~matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

	For the Years EndedAugust 31,
	2023			2022(Restated)
Revenue	$	—		$	25,000
Operating Expenses:
General and administrative		127,037			179,132
Inventory impairment		—			75,000
Business development		819,715			712,683
Consulting - related party		3,460			60,000
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

Accounting Treatment related to Joint Ventures and Investment Impairment – Refer to Note 6 to the Financial Statements

~~The~~Critical ~~accompanying~~Audit ~~notes~~Matter ~~are an integral part of these consolidated financial statements.~~Description

FThe Company acquired a 50% ownership interest in Astra-5Holcomb ~~Table~~Energy ofSystems, ~~Contents~~LLC during the year ended August 31, 2023. Additionally, the Company executed several joint venture agreements that were in effect during the year ended August 31, 2024. As assessing for potential impairment related to the Astra-Holcomb investment and assessing the proper accounting treatment related to the joint ventures requires significant auditor judgement, we deemed investment impairment and joint venture accounting treatment to be critical audit matters.

~~ASTRA~~How ~~ENERGY~~the ~~INC.~~Critical Audit Matter was Addressed on the Audit

~~CONSOLIDATED~~Our ~~STATEMENT~~principal OFaudit ~~STOCKHOLDERS’~~procedures ~~DEFICIT~~consisted of the following, among others:

~~FOR~~· ~~THE~~Identifying ~~YEARS~~all ~~ENDED~~joint ~~AUGUST~~venture ~~31,~~agreements ~~2023~~and ~~AND~~inquiring ~~2022~~of management regarding the status of and activity under these agreements. · Reviewing source documents and agreements with partners and other entities. · Evaluating the relevance and reliability of management’s analysis to ensure the value of the investments are properly recorded under generally accepted accounting principles.

	Series APreferred						Series A1Preferred				Series BPreferred				Series CPreferred				Series DPreferred				Common Stock				Common Stock to			Stock Subscription			AdditionalPaid-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	)		—		—		—		—		—		—		—		—		—		—		—			—			8		—			—
Common stock issued for services		—			—			—		—		—		—		—		—		—		—		1,045,000		1,045		—			—			985,405		—			986,450
Common stock issued for inventory		—			—			—		—		—		—		—		—		—		—		150,000		150		—			—			74,850		—			75,000
Prepaid common stock issued for acquisition		—			—			—		—		—		—		—		—		—		—		3,800,000		3,800		—			—			9,697,200		-			9,701,000
Common stock issued for cash		—			—			—		—		—		—		—		—		—		—		2,286,000		2,286		(80,000	)		95,000			1,140,714		—			1,158,000
Net loss		—			—			—		—		—		—		—		—		—		—		—		—		—			—			—		(12,335,545	)		(12,335,545	)
Balance,August 31, 2022 (Restated)		7,774			8			1		—		207		—		747,870		748		304,558		305		50,355,540		50,356		20,000			(5,000	)		42,104,418		(42,224,735	)		(53,900	)
Common stock issued for services - related party		—			—			—		—		—		—		—		—		—		—		3,615,000		3,615		—			—			1,515,135		—			1,518,750
Common stock issued for services		—			—			—		—		—		—		—		—		—		—		1,640,000		1,640		—			—			582,510		—			584,150
Common stock issued for Holcomb and Regreen		—			—			—		—		—		—		—		—		—		—		11,459,442		11,459		—			—			9,855,568		—			9,867,027
Common stock issued for cash and accounts payable		—			—			—		—		—		—		—		—		—		—		569,000		569		(20,000	)		—			283,931		—			264,500
Net loss		—			—			—		—		—		—		—		—		—		—		—		—		—			—			—		(10,430,545	)		(10,430,545	)
Balance,August 31, 2023		7,774		$	8			1	$	—		207	$	—		747,870	$	748		304,558	$	305		67,638,982	$	67,639	$	—		$	(5,000	)	$	54,341,562	$	(52,655,280	)	$	1,749,982

Fruci & Associates II, PLLC – PCAOB ID #05525

~~The~~We ~~accompanying~~have ~~notes~~served ~~are~~as anthe ~~integral~~Company’s ~~part~~auditor ofsince ~~these consolidated financial statements~~2021.

~~F-6~~Spokane, ~~Table of Contents~~Washington

~~ASTRA~~December ~~ENERGY~~16, ~~INC.~~2024

~~CONSOLIDATED~~F-2 ~~STATEMENTS~~Table OFof ~~CASH FLOWS~~Contents

Non Cash Activities

ASTRA ENERGY INC. CONSOLIDATED BALANCE SHEETS

	August 31, 2024			August 31, 2023
ASSETS
Current assets:
Cash	$	23,012		$	23,250
Accounts receivable		240,020			—
Accounts receivable – related party		235,209			—
Other current assets		35,907			—
Prepaid loan fee		2,465,200			—
Total current assets		2,999,348			23,250
License, net of amortization (Note 5)		1,597,849			-
Investment (Note 6)		2,725,000			2,725,000
Automobile, net of depreciation		19,564			—
Operating leases, right of use assets (Note 7)		4,691,010			4,818,471

Total Assets	$	12,032,771		$	7,566,721

LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	965,298		$	265,917
Accounts payable - related parties (Note 8)		507,565			322,500
Refundable deposits		915,000			190,000
Accrued interest payable		1,882,842			6,840
Loan payable-related party (Note 9)		—			93,011
Notes payable - (Note 10)		200,000			100,000
Note payable - related party (Note 10)		2,510,500			—
Debenture payable (Note 11)		—			20,000
Operating lease liability – current portion		128,519			127,460
Total current liabilities		7,109,724			1,125,728
Operating lease liability – net of current portion (Note 7)		4,562,492			4,691,011
Total Liabilities		11,672,216			5,816,739

Commitments and contingencies (Note 12)		—			—
Stockholders' Equity:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding		8			8
Series B Preferred stock, par $0.001, 207 shares authorized; 207 shares issued and outstanding		—			—
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding		748			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding		305			305
Series A1 Preferred stock, par $0.0001, 1 share authorized; no shares issued and outstanding, respectively		—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 72,810,382 and 67,638,982 shares issued and outstanding, respectively.		72,810			67,639
Stock subscriptions receivable		(5,000	)		(5,000	)
Common stock to be issued		355,465			-
Additional paid-in capital		56,078,966			54,341,562
Accumulated deficit		(56,142,747	)		(52,655,280	)
Total Stockholders’ Equity		360,555			1,749,982

Total Liabilities and Stockholders’ Equity	$	12,032,771		$	7,566,721

	For the Years EndedAugust 31,
	2023			2022(Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(10,430,545	)	$	(12,335,545	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		692,009			986,450
Stock based compensation – related party		1,518,750			411,000
Impairment expense		7,049,212			9,701,000
Debt discount amortization		69,250			—
Loss on issuance of convertible debt		36,242			—
Early payment penalty		20,706			—
Change in fair value of derivative		50,570			—
Gain on extinguishment of debt		(151,812	)		—
Changes in assets and liabilities:
Receivable-related party		194,520
Accounts payable		216,613			106,029
Accounts payable – related parties		215,300			57,200
Due to a related party		(270,185	)		—
Customer deposits		190,000			—
Accrued interest		6,210			—
Net Cash Used in Operating Activities		(593,160	)		(1,073,866	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares		224,500			1,158,000
Proceeds from debenture		—			20,000
Proceeds from loan payable		100,000			—
Proceeds from loan payable-related party		93,011			—
Repayment of convertible note payable		—			—
Net Cash Provided by Financing Activities		417,511			1,178,000
Net Change in Cash		(175,649	)		104,134
Cash at Beginning of Year		198,899			94,765
Cash at End of Year	$	23,250		$	198,899
Cash paid during the period for:
Interest	$	3,055		$	2,767
Income taxes	$	—		$	—
Non Cash Activities
Stock issued for acquisition-Holcomb	$	2,725,000			—
Operating lease	$	4,818,471			—
Stock issued for acquisition-Regreen		7,049,212			9,071,000

The accompanying notes are an integral part of these consolidated financial statements.

~~The~~F-3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements.~~Contents

F-7 Table of Contents

ASTRA ENERGY INC. CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended August 31,
	2024			2023
Revenue	$	—		$	—

Operating Expenses:
General and administrative		333,008			127,037
Business development		874,245			819,715
Land lease and penalties		318,467			—
Consulting - related party		—			3,460
Amortization and depreciation expense		88,310			—
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 other expense		(1,138,597	)		(7,085,471	)

Loss before income taxes		(3,487,467	)		(10,430,545	)

Provision for income taxes		—			—

Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15

Weighted average common shares outstanding, basic and diluted		72,472,237			70,475,577

~~ASTRA~~The ~~ENERGY~~accompanying ~~INC~~notes are an integral part of these consolidated financial statements.

~~Notes~~F-4 toTable ~~the~~of ~~Consolidated Financial Statements~~Contents

~~August~~ASTRA ENERGY INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFOR THE YEARS ENDED AUGUST 31, 2024 AND 2023

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

	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, 2022		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		50,355,540	$	50,356	$	20,000		$	(5,000	)	$	42,104,418	$	(42,224,735	)	$	(53,900	)
Common stock issued for services - related party		—		—		—		—		—		—		—		—		—		—		3,615,000		3,615		—			—			1,515,135		—			1,518,750
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		1,640,000		1,640		—			—			582,510		—			584,150
Prepaid common stock issued for acquisition		—		—		—		—		—		—		—		—		—		—		11,459,442		11,459		—			—			9,855,568		—			9,867,027
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		569,000		569		(20,000	)		—			283,931		—			264,500
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(10,430,545	)		(10,430,545	)
Balance, August 31, 2023		7,774		8		1		—		207		—		747,870		748		304,558		305		67,638,982		67,639		—			(5,000	)		54,341,562		(52,655,280	)		1,749,982
Common stock issued for services		—		—		—		—		—		—		—		—		—		—		125,000		125		355,465			—			34,250		—			389,840
Common stock issued for acquisitions		—		—		—		—		—		—		—		—		—		—		5,000,000		5,000		—			—			1,680,000		—			1,685,000
Common stock issued for conversion for debt		—		—		—		—		—		—		—		—		—		—		46,400		46		—			—			23,154		—			23,200
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(3,487,467	)		(3,487,467	)
Balance, August 31, 2024		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		72,810,382	$	72,810	$	355,465		$	(5,000	)	$	56,078,966		(56,142,747	)	$	360,555

~~Astra~~The ~~Energy,~~accompanying ~~Inc.~~notes ~~(the~~are ~~“Company”,~~an ~~“Astra”),~~integral ~~was~~part ~~incorporated in the State~~ of ~~Nevada~~these onconsolidated ~~June~~financial ~~12, 2000~~statements.

AF-5 ~~Certificate~~Table of ~~Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.~~Contents

The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector.

ASTRA ENERGY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended August 31,
	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(3,487,464	)	$	(10,430,545	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation-related party		—			1,518,750
Stock based compensation		389,840			692,009
Impairment expense		—			7,049,212
Amortization and depreciation		88,310			—
Debt discount amortization		—			69,250
Early payment penalty		—			20,706
Loss on issuance of convertible debt		—			36,242
Change in fair value of derivative		—			50,570
Gain on extinguishment of debt		—			(151,812	)
Financing costs		1,530,000			—
Changes in assets and liabilities:
Other current assets		(35,907	)		—
Accounts receivable		(240,020	)		—
Receivable – related party		(235,209	)		194,520
Accounts payable		583,407			216,613
Lease penalties		318,467			—
Accounts payable-related parties		185,065			215,300
Due to related party		—			(270,185	)
Customer deposits		725,000			190,000
Accrued interest		146,707			6,210
Net Cash Used in Operating Activities		(31,804	)		(593,160	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of automobile		(20,723	)		—
Net Cash Used by Investing Activities		(20,723	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable		100,000			100,000
Proceeds from note payable– related party		2,510,500			93,011
Repayment of note payable– related party		(93,011	)		—
Financial guarantee insurance		(2,465,200	)		—
Common stock issued for cash		—			224,500
Net Cash Provided by Financing Activities		52,289			417,511

Net Change in Cash		(238	)		(175,649	)
Cash at Beginning of Year		23,250			198,899
Cash at End of Year	$	23,012		$	23,250

Supplemental disclosure of non-cash investing activity:
Common stock issued for investment	$	—		$	2,725,000
Common stock issued for license asset	$	1,685,000		$	—
Common stock issued for prepayment of acquisition	$	—		$	7,049,212
Establish right of use asset	$	—		$	4,818,471
Common stock issued for conversion of debt	$	23,200			—

OnThe ~~October~~accompanying ~~17,~~notes ~~2019,~~are ~~there was~~ an ~~order~~integral bypart ~~the Eight Judicial District Court~~ of ~~Clark~~these ~~County~~consolidated ~~Nevada~~financial ~~appointing a Custodian to the Company~~statements. ~~The custodianship was discharged on June 18, 2020.~~

OnF-6 ~~September~~Table ~~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.~~Contents

OnASTRA ~~September~~ENERGY ~~21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited~~INC.

OnNotes ~~October~~to ~~12, 2021,~~ the ~~Company~~Consolidated ~~incorporated~~Financial ~~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.~~ Statements

OnAugust ~~November 15~~31, 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. 2024

OnNOTE ~~December~~1 ~~22,~~- ~~2021,~~ORGANIZATION ~~the~~AND ~~Company~~DESCRIPTION ~~incorporated~~OF ~~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.~~BUSINESS

OnAstra ~~August~~Energy ~~17,~~Inc. ~~2022,~~ (the “Company”, ~~incorporated~~“Astra”), awas ~~wholly~~incorporated ~~owned subsidiary~~ in the State of ~~Florida~~Nevada ~~called~~on ~~Astra~~June ~~Holcomb~~12, ~~Energy Systems Inc~~2000.

OnA ~~October~~Certificate ~~27, 2022, the Company acquired 50%~~ of ~~the~~Amendment ~~outstanding~~was ~~shares~~filed ofon ~~Astra-Holcomb~~August ~~Energy Systems LLC.~~22, a2020 ~~Delaware~~with ~~entity,~~the inNevada ~~exchange~~Secretary ~~for~~of 5State ~~million~~changing ~~shares~~the name 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~~Inc.

AsThe atCompany ~~August~~is ~~31,~~an ~~2023,~~emerging ~~the~~leader ~~Company~~in ~~has~~the ~~acquired~~acquisition aand ~~28%~~development ~~interest~~of technology in ~~Regreen~~the ~~Technologies,~~Waste-to-Energy ~~Inc.~~and inpower ~~exchange~~amplification ~~for~~and ~~7,759,442~~in ~~common~~the ~~shares~~clean ofand ~~the~~renewable ~~Company~~energy project sector.

~~NOTE~~On 2October -17, ~~SUMMARY~~2019, OFthere ~~SIGNIFICANT~~was ~~ACCOUNTING~~an ~~POLICIES~~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.

~~Basis~~On September 15, 2021, the Company affected a forward stock split of ~~presentation~~ 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split.

~~The~~On ~~Company’s~~September ~~consolidated~~21, ~~financial~~2021, ~~statements~~the ~~have~~Company ~~been~~incorporated ~~prepared~~a inwholly ~~accordance~~owned ~~with~~subsidiary ~~accounting~~in ~~principles~~Uganda ~~generally~~called ~~accepted~~Astra inEnergy ~~the~~Africa ~~United~~- ~~States~~SMC Limited. As of ~~America~~August ~~(“U.S.~~31, ~~GAAP”)~~2024, there has been no operating activities in these subsidiaries.

~~Use~~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 ~~Estimates~~Mityana, Uganda.

~~The~~On ~~preparation~~November of15, ~~financial~~2021, ~~statements~~the inCompany ~~conformity~~incorporated ~~with~~a ~~generally~~wholly ~~accepted~~owned ~~accounting~~subsidiary ~~principles~~in ~~requires management to make estimates and assumptions that affect~~ the ~~reported~~State ~~amounts~~ of ~~assets~~California ~~and~~called ~~liabilities~~Astra ~~and~~Energy ~~disclosure~~California, ofInc. ~~contingent~~On ~~assets~~August ~~and~~13, ~~liabilities~~2024, at the ~~date~~name of the ~~financial~~subsidiary ~~statements~~was ~~and~~changed ~~the~~to ~~reported~~Regen ~~amounts~~Waste ofManagement ~~revenues and expenses during the reporting period~~Inc. ~~Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.~~

~~Principles~~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 ~~Consolidation~~Companies Limited of Kinondoni, Tanzania.

~~These~~On ~~financial~~August ~~statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes~~17, ~~control is established by an investor when it is exposed to~~2022, ~~or has rights to, variable returns from its involvement with~~ the ~~entity~~Company ~~and~~incorporated ~~when~~a itwholly ~~can~~owned ~~affect~~subsidiary ~~those~~in ~~returns through its power over~~ the ~~entity.~~State ~~All~~of ~~inter-company~~Florida ~~balances~~called ~~and~~Astra ~~transactions~~Holcomb ~~are~~Energy ~~eliminated~~Systems ~~upon consolidation~~Inc.

~~Cash~~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 ~~Cash~~distribute ~~Equivalents~~the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC.

~~The~~As ~~Company~~of ~~considers~~August ~~all cash accounts~~31, ~~which are not subject to withdrawal restrictions or penalties~~2023, ~~and~~the ~~all~~Company ~~highly~~had ~~liquid~~acquired ~~debt instruments purchased with~~ a ~~maturity~~28% ofinterest ~~three~~in ~~months~~Regreen orTechnologies, ~~less as cash and cash equivalents~~Inc. ~~The carrying amount of financial instruments included~~ in ~~cash~~exchange ~~and~~for ~~cash~~7,759,442 ~~equivalents~~common ~~approximates~~shares ~~fair value because~~ of the ~~short maturities for the instruments held. The~~ Company ~~had no cash equivalents as of August 31, 2023 and 2022~~.

FIn September 2023, the Company acquired exclusive global manufacturing and distribution rights to the Holcomb In-8Line ~~Table~~Power Generator in exchange for 5 million common shares of ~~Contents~~the Company.

~~Inventory~~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 August 31, 2024, there were no JV operations in place.

~~Inventory~~F-7 isTable ~~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. Contents

~~Leases~~On June 03, 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 August 31, 2024, there were no JV operations in place.

~~In February,~~On ~~2016~~July 30, ~~the FASB issued ASU 2016-02~~2024, ~~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~~incorporated ~~whether~~ a ~~contract~~subsidiary isin orKenya ~~contains~~called aAstra ~~lease~~Clean ~~at inception of the contract~~ and ~~whether~~Renewable ~~that~~Projects ~~lease meets the classification criteria of a finance or operating lease~~Limited. ~~When~~The ~~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~~owned on90% ~~the~~by ~~interest~~Astra ~~rate~~Energy ~~of similar debt outstanding~~Inc. ~~The~~ ~~Company~~and ~~uses a discount rate of~~ 10% ~~per~~by ~~annum~~Robert ~~which~~Kennedy isOkongo, ~~the same rate~~ of ~~interest~~Nairobi, ~~being paid on a current outstanding loan~~Kenya.

~~Stock~~NOTE 2 -~~based~~ ~~Compensation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

WeBasis ~~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.presentation

~~Revenue~~The ~~Recognition~~Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~The~~Use ~~Company~~of ~~recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:~~Estimates

·The ~~Identification~~preparation of afinancial ~~contract~~statements in conformity with agenerally ~~customer;~~accepted ·accounting ~~Identification~~principles ofrequires ~~the~~management ~~performance~~to ~~obligations~~make inestimates and assumptions that affect the ~~contract;~~reported ·amounts ~~Determination~~of assets and liabilities and disclosure of ~~the~~contingent ~~transaction~~assets ~~price;~~and ·liabilities ~~Allocation~~at the date of the ~~transaction~~financial ~~price~~statements toand the ~~performance~~reported ~~obligations~~amounts inof revenues and expenses during the ~~contract;~~reporting ~~and~~period. ·Significant ~~Recognition~~estimates include the estimated useful lives of ~~revenue~~property ~~when~~and orequipment. asActual ~~the~~results ~~performance~~could ~~obligations~~differ ~~are~~from ~~satisfied~~those estimates.

~~Revenue~~Principles ~~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.Consolidation

~~Net~~These ~~income~~financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (~~loss~~including structured entities) ~~per~~which ~~common~~the ~~share~~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.

~~Net~~Cash 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~~Cash 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 year ended August 31, 2023, the Company has 7,774 potentially dilutive shares from Series A preferred stock and 304,558 potentially dilutive shares from the Series D preferred stock and 20,000 potentially dilutive common shares relating to the Convertible Debenture. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.Equivalents

	2023			2022
Net Loss	$	(10,430,545	)	$	(12,335,445	)
Weighted average shares outstanding, basic and diluted		70,475,577			45,567,354
Net loss per share, basic and diluted	$	(0.15	)	$	(0.27	)

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 August 31, 2024 and 2023.

~~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.~~ Inventory

~~F-9~~Inventory ~~Table~~is carried at the lower of ~~Contents~~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.

~~Fair~~Intangible ~~Value Measurements~~Assets

~~Fair~~Intangible ~~value~~assets isare ~~defined~~capitalized asin ~~the~~accordance ~~exchange~~with ~~price~~ASC ~~that~~Topic ~~would~~350 be“Intangibles-Goodwill ~~received~~and ~~for~~Other”. anIntangible ~~asset~~assets orwith ~~paid~~finite tolives ~~transfer~~are aamortized ~~liability~~over ~~(an~~their ~~exit~~respective ~~price)~~estimated inlives ~~the~~and ~~principal~~reviewed ~~or most advantageous market~~ for ~~the~~impairment ~~asset~~whenever events or ~~liability~~other changes in ancircumstances ~~orderly~~indicate ~~transaction~~that ~~between~~the ~~market~~carrying ~~participants~~amount onmay ~~the~~not ~~measurement~~be ~~date~~recoverable. ~~ASC~~Amortization ~~Topic~~expense ~~No.~~for ~~820 establishes a fair value hierarchy that prioritizes~~ the ~~inputs~~years toended ~~valuation~~August ~~techniques~~31, ~~used~~2024 toand ~~measure~~2023 ~~fair~~was ~~value~~$88,310 ~~into~~and ~~three broad levels~~$0, ~~as described below:~~respectively.

~~Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.~~Investments

~~Level~~The 2:Company ~~Level~~accounts 2for ~~inputs~~its ~~are~~investments ~~inputs~~under ~~other~~ASC ~~than~~321, ~~quoted~~“Investments ~~prices~~– ~~included~~Equity inSecurities,” ~~Level~~which 1requires that ~~are~~investments ~~observable,~~in ~~either~~equity ~~directly~~securities orbe ~~indirectly~~measured at fair value with changes in value recorded as unrealized gains and losses in current period operations.

~~Level~~The 2Company ~~inputs~~also ~~include~~accounts ~~quoted~~for ~~prices~~its ~~for~~investments ~~similar~~in ~~assets,~~entities ~~quoted~~over ~~prices~~which init ~~markets~~has ~~that~~significant ~~are~~influence but does not ~~considered~~have tocontrol beusing ~~active~~the equity method of accounting. Under this method, the investment is initially recorded at cost, and ~~observable~~the ~~inputs~~carrying ~~other~~amount ~~than~~is ~~quoted~~subsequently ~~prices~~adjusted ~~such~~to asrecognize ~~interest~~the ~~rates~~Company’s share of the investee's net income or loss. Dividends received from the investee reduce the carrying amount of the investment.

~~Level 3: Level 3 inputs are unobservable inputs.~~Leases

~~Recently~~In February ~~Issued~~2016, ~~Accounting~~the ~~Pronouncements~~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.

~~The~~F-8 ~~Company~~Table 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.~~ Contents

~~NOTE~~Stock-based ~~3 – GOING CONCERN~~Compensation

AsWe ~~reflected~~account infor equity-based transactions with employees and non-employees under the ~~accompanying~~provisions ~~financial~~of FASB ~~statements~~ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the ~~Company~~grant ~~has~~date anthe ~~accumulated~~fair ~~deficit~~value of ~~$52,655,280~~the asequity ofinstruments ~~August~~the ~~31,~~entity ~~2023,~~is obligated to issue when the employees and ~~minimal~~non-employees ~~revenue. These~~have ~~factors~~rendered ~~raise~~the ~~substantial~~requisite ~~doubt~~service ~~about~~and ~~its~~satisfied ~~ability~~any other conditions necessary to ~~continue~~earn asthe aright ~~going~~to ~~concern.~~benefit ~~The~~from ~~financial~~the ~~statements~~instruments. ~~have~~Topic ~~been~~718 ~~prepared~~also ~~assuming~~states that ~~the~~observable ~~Company~~market ~~will~~prices ~~continue~~of asidentical aor ~~going~~similar ~~concern.~~equity ~~These~~or ~~financial~~liability ~~statements~~instruments doin ~~not~~active ~~include~~markets ~~any~~are ~~adjustments~~the ~~relating~~best toevidence ~~the~~of ~~recoverability~~fair value and, ~~classification~~if ofavailable, ~~recorded~~should ~~asset~~be ~~amounts~~used oras ~~amounts~~the basis for the measurement for equity and ~~classification~~liability instruments awarded in these share-based payment transactions. However, if observable market prices of ~~liabilities~~identical ~~that~~or ~~might~~similar beequity ~~necessary~~or ~~should~~liability instruments are not available, the ~~Company~~fair value shall be ~~unable~~estimated toby ~~continue~~using a valuation technique or model that complies with the measurement objective, as adescribed ~~going~~in ~~concern~~FASB ASC Topic 718.

InRevenue 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. Recognition

The ~~company~~Company ~~will~~recognizes ~~also~~revenue ~~look~~under toASC ~~develop~~606, a“Revenue ~~relationship~~from ~~with~~Contracts ~~a bank or banks~~ with ~~the~~ ~~intention~~Customers” of(“ASC ~~demonstrating a track record of progress and building value and securing some form of financing in the future~~606”). ~~Once~~The ~~Astra~~Company ~~Energy~~determines ~~Inc.~~revenue ~~has~~recognition athrough ~~record of at least earning significant revenues, and better still of earning profits,~~ the ~~firm~~following ~~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~~steps: ~~banks and bonds.~~

If· ~~Astra~~Identification ~~Energy~~of isa ~~earning~~contract ~~profits~~with ~~(their~~a ~~revenues~~customer; ~~are~~· ~~greater~~Identification ~~than~~of ~~costs),~~ the ~~Company~~performance ~~can~~obligations ~~choose~~in tothe ~~reinvest~~contract; ~~some~~· Determination of ~~these~~the ~~profits~~transaction inprice; ~~equipment,~~· ~~structures,~~Allocation ~~and~~of ~~research~~the ~~and~~transaction ~~development.~~price ~~For~~to ~~many~~the ~~established~~performance ~~companies,~~obligations ~~reinvesting~~in ~~their~~the ~~own~~contract; ~~profits~~and is· ~~one~~Recognition ~~primary~~of ~~source~~revenue ofwhen ~~financial~~or ~~capital~~as the performance obligations are satisfied.

~~Another~~Revenue ~~source~~is ofrecognized ~~financial~~when ~~capital~~control ~~that~~of ~~will be considered at~~ the ~~project~~promised ~~development~~goods ~~stage~~or ofservices ~~a specific project~~ is atransferred ~~bond. A bond is a financial contract: a borrower agrees~~ to ~~repay~~customers, ~~the~~in an amount that ~~was~~reflects ~~borrowed~~the ~~and~~consideration ~~also~~the aCompany ~~rate~~expects ofto ~~interest~~be ~~over~~entitled ato ~~period of time~~ in ~~the~~exchange ~~future.~~for ~~A corporate~~those ~~bond is~~goods ~~issued~~or ~~by firms, but bonds are also issued by various levels of government~~services. ~~For~~As ~~example,~~ a ~~municipal~~ ~~bond is~~practical ~~issued by cities~~expedient, athe ~~state~~Company ~~bond~~does bynot ~~U.S.~~adjust ~~states, and a Treasury bond by~~ the ~~federal~~transaction ~~government~~price ~~through~~for the ~~U.S.~~ ~~Department~~effects of ~~the~~a ~~Treasury.~~significant Afinancing ~~bond~~component ~~specifies~~if, anat ~~amount~~contract ~~that will be borrowed~~inception, the ~~interest~~period ~~rate~~between ~~that~~customer ~~will~~payment ~~be paid,~~ and the ~~time~~transfer ~~until repayment. Given the nature~~ of ~~the~~goods ~~renewable~~or ~~industry~~services ~~regarding~~is ~~long~~expected ~~term~~to ~~power~~be ~~purchase~~one ~~agreements~~year or ~~offtake agreements bonds are a very cost effective and reliable method of funding projects~~less.

~~NOTE 4 -~~Net ~~INVESTMENT~~income (loss) per common share

~~The~~Net ~~investment~~income of(loss) ~~$2,725,000~~per ~~relates~~common toshare ~~the~~is ~~acquisition~~computed ofpursuant ~~50%~~to section 260-10-45 of the ~~outstanding~~FASB ~~shares~~Accounting ofStandards ~~Astra-Holcomb~~Codification. Basic ~~Energy~~net ~~Systems~~income ~~LLC.,~~(loss) aper ~~Delaware~~common ~~entity,~~share inis ~~exchange~~computed ~~for~~by 5dividing ~~million~~net ~~shares~~income of(loss) by the ~~Company’s~~weighted ~~common~~average ~~stock.~~number ~~The~~of ~~value~~shares of ~~the~~common ~~acquisition~~stock ~~was~~outstanding ~~based~~during on the ~~closing~~period. Diluted ~~stock~~net ~~price~~income of(loss) ~~the~~per ~~Company’s~~common ~~shares~~share onis ~~the~~computed ~~date~~by ofdividing ~~the~~net ~~agreement.~~income ~~Astra-Holcomb~~(loss) ~~Energy~~by ~~Systems~~the ~~LLC~~weighted ~~holds~~average ~~the~~number ~~exclusive rights~~of toshares ~~manufacture~~of common stock and ~~distribute~~potentially ~~the~~outstanding ~~patented~~shares ~~Holcomb~~of ~~Energy~~common ~~System~~stock ~~In-Line~~during ~~Power~~the ~~Generator~~period. The ~~There~~weighted ~~are~~average nonumber ~~other~~of ~~assets~~common ~~and~~shares nooutstanding ~~liabilities~~and inpotentially ~~Astra-Holcomb~~outstanding ~~Energy~~common ~~Systems~~shares ~~LLC.~~assumes ~~There~~that ~~was~~the noCompany ~~impact~~incorporated toas of the ~~results~~beginning of ~~operations~~the ~~for~~first period presented. For the year ended August 31, ~~2023~~2024, as the Company ~~only~~has ~~issued~~7,774 ~~common~~potentially ~~stock.~~dilutive ~~The~~shares ~~valuation~~from ofSeries ~~the~~A ~~investment~~preferred isstock ~~based~~and on304,558 ~~deemed~~potentially ~~value~~dilutive ofshares ~~patents,~~from the ~~size~~Series ofD ~~the~~preferred ~~potential~~stock ~~market~~and ~~for~~569,000 ~~the~~warrants ~~technology~~which ~~and~~are ~~numerous~~convertible ~~expressions~~at of$1.00 ~~interest~~per toshare ~~purchase~~into ~~product~~569,000 common shares. IfAs of August 31, 2023, the Company ~~fails~~has to7,774 ~~raise~~potentially ~~the~~dilutive ~~necessary~~shares ~~capital~~from toSeries ~~set~~A uppreferred ~~manufacturing~~stock, 304,558 potentially dilutive shares from the Series D preferred stock and ~~distribution~~approximately 20,000 ~~this~~potentially ~~investment~~dilutive ~~would~~shares befrom ata ~~risk~~convertible ~~and~~note ~~would~~payable. ~~become~~When ~~subject~~the Company as a net loss any potentially dilutive shares have not been included due to ~~impairment~~their inanti-dilutive ~~full~~effect.

F-10 Table of Contents

	For the Years Ended August 31,
	2024			2023
Net Loss	$	(3,487,467	)	$	(10,430,545	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.15	)

Weighted average common shares outstanding, basic		72,472,237			70,475,577

~~NOTE 5~~ F-9 ~~OPERATING~~Table ~~LEASES~~of Contents

The ~~value~~weighted ofaverage ~~these~~number ~~leases is based primarily on engineering studies and letters from government agencies accepting preliminary studies for the installation~~ of ~~renewable~~common ~~energy~~shares ~~sources~~outstanding and ~~the~~potentially ~~provision~~outstanding ofcommon ~~Power~~shares ~~Purchase~~assumes ~~Agreements.~~that If the Company ~~fails~~incorporated toas ~~raise~~of the ~~necessary~~beginning ~~capital for the installations~~ of ~~energy and does not receive~~ the ~~Power~~first ~~Purchase~~period ~~Agreements, the total value of these leases would be subject to impairment in full~~presented.

OnFair ~~May~~Value 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 33 years with yearly lease payments of $6,914 payable on or before December 1st of each year. Measurements

OnFair ~~May~~value ~~10,~~is ~~2023,~~defined ~~Astra~~as ~~Energy~~the ~~Zanzibar~~exchange ~~Limited~~price ~~entered~~that ~~into~~would abe ~~Lease~~received ~~Agreement~~for ~~with~~an ~~Revolutionary~~asset ~~Government~~or ofpaid ~~Zanzibar,~~to ~~for~~transfer ~~80.35~~a ~~Hectares~~liability (~~approximately~~an ~~198.5~~exit ~~acres~~price) ofin ~~land~~the atprincipal ~~Kibele~~or ~~South~~most ~~Region~~advantageous ofmarket ~~Unguja.~~for ~~The~~the ~~term~~asset ofor liability in an orderly transaction between market participants on the ~~lease~~measurement isdate. 33ASC ~~years~~Topic ~~with~~No. ~~yearly~~820 ~~lease~~establishes ~~payments~~a offair ~~$160,700~~value ~~payable~~hierarchy onthat orprioritizes ~~before~~the ~~December~~inputs ~~1st~~to ofvaluation ~~each~~techniques ~~year.~~used to measure fair value into three broad levels, as described below:

	Balance Sheet Classification	August 31, 2023
Asset
Operating lease asset	Right of use asset	$	4,818,471
Total lease asset		$	4,818,471
Liability
Operating lease liability – current portion	Current operating lease liability	$	127,460
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,691,011
Total lease liability		$	4,818,471

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

~~Future~~Level ~~Minimum~~2: ~~Lease~~Level ~~Payments~~2 inputs are asinputs ~~Follows:~~other than quoted prices included in Level 1 that are observable, either directly or indirectly.

For the year ended August 31:
2024	$	167,614
2025		167,614
2026		167,614
2027		167,614
2028		167,614
Thereafter		4,693,192
Total payments		5,531,262
Less: imputed interest		(712,791	)
Lease liability as of August 31, 2023	$	4,818,471

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.

~~NOTE 6~~Level –3: ~~OTHER~~Level ~~RECEIVABLE~~3 –inputs ~~RELATED~~are ~~PARTY~~unobservable inputs.

~~During~~Recently ~~the~~Issued ~~year~~Accounting ended August 31, 2023, the Company advanced $194,520 to Regreen Technologies Inc., a related party. The advance was expensed to business development costs during the year ended August 31, 2023. This offsetting transaction was mutually agreed on and approved by the Company and Regreen.Pronouncements

~~NOTE~~On August 23, 2023, the FASB issued ASU 2023-05, under which an entity that qualifies as either a joint venture or a corporate joint venture as defined in the FASB Accounting Standards Codification (ASC) master glossary is 7required –to ~~DUE~~apply TOa Anew ~~RELATED~~basis ~~PARTY~~of accounting upon the formation of the joint venture. Specifically, the ASU provides that a joint venture or a corporate joint venture (collectively, “joint ventures”) must initially measure its assets and liabilities at fair value on the formation date. The amendments in ASU 2023-05 are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025. Early adoption is permitted.

~~During~~The ~~the~~Company ~~year~~has ~~ended~~implemented ~~August~~all ~~31,~~new ~~2023,~~accounting ~~Regreen~~pronouncements ~~Technologies~~that ~~Inc~~are in effect., aThese ~~related~~pronouncements ~~party,~~did ~~advanced~~not ~~$270~~have any material impact on the financial statements unless otherwise disclosed,~~185~~ toand the Company. ~~The~~does ~~advance~~not ~~was~~believe ~~expensed~~that tothere ~~business~~are ~~development~~any ~~costs~~other ~~during~~new ~~the~~accounting ~~year~~pronouncements ~~ended~~that ~~August~~have ~~31,~~been ~~2023.~~issued ~~This~~that ~~offsetting~~might ~~transaction~~have ~~was~~a ~~mutually~~material ~~agreed~~impact on ~~and~~its ~~approved~~financial byposition ~~the~~or ~~Company~~results ~~and~~of ~~Regreen~~operations.

NOTE 8 3 – ~~OTHER~~GOING ~~RELATED PARTY TRANSACTIONS~~CONCERN

~~During~~As reflected in the ~~year~~accompanying ~~ended~~financial statements, the Company has an accumulated deficit of $56,142,747 as of August 31, ~~2023~~2024, ~~the~~and ~~Company~~no ~~entered~~revenue. These ~~into~~factors araise ~~services~~substantial ~~agreement~~doubt ~~with~~about ~~the~~its ~~CEO~~ability ~~and~~to ~~director~~continue ofas a ~~wholly-owned~~going ~~subsidiary,~~concern. ~~whereby~~The financial statements have been prepared assuming that the Company ~~agreed~~will tocontinue ~~issue~~as ~~200,000~~a ~~common~~going ~~shares~~concern. ~~The~~These ~~shares~~financial ~~were~~statements ~~valued~~do ~~based~~not oninclude any adjustments relating to the ~~closing~~recoverability ~~stock~~and ~~price~~classification of ~~$2.10~~recorded onasset ~~the~~amounts ~~date~~or amounts and classification of liabilities that might be necessary should the ~~agreement,~~Company ~~for~~be ~~total~~unable ~~non-cash~~to ~~compensation~~continue ofas ~~$420,000~~a going concern.

~~During~~In ~~the~~order ~~year~~to ~~ended~~continue ~~August~~as ~~31,~~a ~~2023~~going concern, the Company ~~entered~~is ~~into~~planning ato ~~services~~secure ~~agreement~~its ~~with~~financial capital ~~the~~in ~~Vice~~various ~~President~~ways. ofIt awill ~~wholly-owned~~finance its operations ~~subsidiary,~~initially ~~whereby~~through shareholder loans from the ~~Company~~principals ~~agreed~~and tothrough ~~issue~~private ~~200,000~~placement ~~common~~investment ~~shares~~offerings. The ~~shares~~Company ~~were~~may ~~valued~~decide ~~based~~to onfinance ~~the~~its ~~closing~~project ~~stock~~development ~~price~~stage by way of ~~$2.33~~an onequity ~~the~~offering ~~date~~by ofissuing ~~the~~shares or ~~agreement,~~by ~~for~~engaging venture capital ~~total~~firms ~~non-cash~~that ~~compensation~~invest ofin ~~$466,000~~early-stage companies. Venture ~~During~~capital ~~the~~firms ~~year~~do ~~ended~~more ~~August~~than ~~31,~~just ~~2023,~~supply ~~the~~money ~~Vice~~to ~~President~~small ~~received~~new ~~$12,000~~opportunities. They ~~cash~~can ~~for~~also ~~services~~provide ~~rendered.~~advice on potential products, customers, and key employees.

~~F-11~~The ~~Table~~company will also look to develop a relationship with a bank or banks with the intention of ~~Contents~~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.

~~During the year ended August 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly~~F-~~owned~~10 ~~subsidiary,~~Table ~~whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price~~ of $0.25 on the date of the agreement, for total non-cash compensation of $22,500. The COO was entitled to invoice the Company for $12,500 for services for the month of January, 2023. The services agreement was terminated effective February 1, 2023 and the COO has not invoiced the subsidiary for any services. Contents

~~During~~NOTE ~~the~~4 ~~year~~– ended August 31, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated January 1, 2021. The shares were valued based on the closing stock price of $0.05 on the date of the agreement, for total non-cash compensation of $5,000. This agreement was terminated effective August 31, 2022.AUTOMOBILE

~~During~~On ~~the~~May ~~year ended August 31~~20, ~~2023~~2024, the Company ~~issued~~purchased ~~2,000,000~~an ~~common~~automobile ~~shares to the President in exchange~~ for ~~services~~$20,723. The ~~shares~~automobile ~~were~~is ~~valued~~being ~~based~~depreciated onover ~~the~~five ~~closing~~years. ~~stock~~Depreciation ~~price~~expense offor ~~$0.21 on~~ the ~~date~~year ofended ~~the~~August ~~agreement~~31, ~~for~~2024, ~~total~~was ~~non-cash compensation of~~ $~~420~~1,~~000~~159.

During the year ended August 31, 2023, the Company issued 1,000,000 common shares to the former CEO of a wholly owned subsidiary in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $210,000.

Automobile	$	20,723
Accumulated depreciation		(1,159	)
Automobile, net	$	19,564

~~During~~NOTE 5 ~~the~~– year ended August 31, 2023, the Company issued 75,000 common shares to a director of the Company in exchange for services. The shares were valued based on the closing stock price of $0.17 on the date of the agreement, for total non-cash compensation of $12,750.LICENSE

~~During~~In September 2023, the ~~year~~Company ~~ended~~acquired ~~August~~an ~~31,~~exclusive ~~2023,~~manufacturing license to manufacture the ~~Company~~Holcomb ~~entered~~In-Line ~~into~~Power aGenerator ~~services~~in ~~agreement~~exchange ~~with~~for ~~the~~5 ~~CEO~~million ~~and~~common ~~director~~shares of the Company for ~~cash~~a ~~compensation~~deemed value of $101,685,000, ~~per~~based ~~month~~on ~~commencing~~the ~~December~~closing 1,stock ~~2022~~price on the date of issuance. The ~~term~~valuation of the ~~agreement~~license is based on the deemed value of patents, the size of the potential market for ~~one~~the ~~year~~technology and numerous expressions of interest to purchase product. The license is being amortized over 18 years. During the year ended August 31, 2024, the Company ~~owes~~incurred amortization expense of $9088,~~000~~310. If the Company fails to raise the ~~President~~necessary atcapital ~~August~~to 31set up manufacturing and distribution, ~~2023~~this ~~(nil~~license –would ~~August~~be ~~31,~~at ~~2022)~~risk and would become subject to impairment in full.

~~During the year ended August 31, 2023, the CEO made total cash advances of $127,011 to the Company for working capital. The Company owes $127,011 to the CEO at August 31, 2023 (nil~~ NOTE 6 – ~~August 31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment.~~ INVESTMENT

~~During~~The investment of $2,725,000 relates to the ~~year~~acquisition ~~ended~~of ~~August~~50% 31of the outstanding shares of Astra-Holcomb Energy Systems LLC., ~~2023~~a Delaware entity, in exchange for 5 million shares of the Company’s ~~accrued~~common ~~$40,000~~stock inand ~~fees~~the toacquisition of the ~~CEO~~global manufacturing and distribution rights for the Holcomb In-Line Power Generator in exchange for 5 million shares of athe ~~wholly~~Company’s ~~owned~~common ~~subsidiary~~stock (refer Note 5). The value of the acquisition was based on the closing stock price of the Company’s ~~owes~~shares ~~$9,750~~on tothe effective date of the ~~CEO~~agreement. atAs of August 31, ~~2023~~2024, ~~($nil~~there –was ~~August~~no ~~31,~~operating ~~2022)~~activities in Astra-Holcomb Energy Systems LLC.

During the year ended August 31, 2023, the CEO of a wholly owned subsidiary made total cash advances of $6,250 to the Company for working capital. The Company owes $6,250 to the CEO at August 31, 2023 (nil NOTE 7 – ~~August~~OPERATING ~~31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment.~~LEASES

~~During~~The ~~the~~value ~~year~~of ~~ended~~these ~~August~~leases ~~31,~~is ~~2023,~~based primarily on engineering studies and letters from government agencies accepting preliminary studies for the ~~Company~~installation ~~accrued~~of ~~$60,000~~renewable inenergy ~~fees~~sources toand the ~~President~~provision of Power Purchase Agreements. ~~The~~If the Company ~~owes~~fails ~~$86,500~~ to raise the ~~President~~necessary atcapital ~~August~~for ~~31,~~the ~~2023~~installations ~~($57,500~~of –energy ~~August~~and 31does not receive the Power Purchase Agreements, ~~2022)~~the total value of these leases would be subject to impairment in full.

~~During~~On ~~the~~May ~~year ended August 31~~10, 2023, ~~the~~Astra ~~Company~~Energy ~~accrued~~Zanzibar ~~$90~~Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar,~~000~~ infor ~~fees~~3.457 toHectares ~~the~~(approximately ~~CEO~~8.5 acres) of aland ~~wholly~~at ~~owned~~Kibele ~~subsidiary~~South Region of Unguja. The ~~Company~~term ~~owes~~of ~~$90,000~~the tolease ~~the~~is ~~CEO~~33 atyears ~~August~~with ~~31,~~yearly ~~2023~~lease (payments of $~~nil~~6,914 –payable ~~August~~on ~~31,~~or ~~2022)~~before December 1st of each year.

~~During~~On ~~the~~May ~~year ended August 31~~10, 2023, ~~the~~Astra ~~Company~~Energy ~~paid~~Zanzibar ~~$20~~Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar,~~000~~ infor ~~fees~~80.35 toHectares (approximately 198.5 acres) of land at Kibele South Region of Unguja. The term of the ~~former~~lease ~~CEO~~is 33 years with yearly lease payments of a$160,700 ~~wholly~~payable ~~owned~~on ~~subsidiary~~or before December 1st of each year.

~~During~~F-11 ~~the~~Table ~~year~~of ~~ended August 31, 2023, the Company accrued $24,000 in fees to the Chief Financial Officer. The Company owes $10,750 to the Chief Financial Officer at August 31, 2023 ($nil – August 31, 2022).~~Contents

~~During~~As per the ~~year~~terms ~~ended~~of ~~August~~the 31lease, ~~2023,~~ the Company ~~accrued~~is delinquent in its lease payments and expensed $24318,~~000~~467 in ~~fees~~penalties toin the ~~Corporate~~current ~~Secretary~~year. However, it was agreed to by both Astra Energy Inc. and The ~~Company~~Revolutionary ~~owes~~Government ~~$11,500~~of Zanzibar that the Zanzibar land leases were not going to be paid until a Power Purchase Agreement was in place as this is a critical condition for funding the ~~Corporate~~project. ~~Secretary~~The atcompany ~~August~~plans ~~31,~~to ~~2023~~fund (the project for $~~nil~~195M –and ~~August~~make ~~31,~~the ~~2022)~~lease payments accordingly.

NOTE 9 - LOAN PAYABLE-RELATED PARTY

	Balance Sheet Classification	August 31, 2024
Asset
Operating lease asset	Right of use asset	$	4,691,010
Total lease asset		$	4,691,010

Liability
Operating lease liability – current portion	Current operating lease liability	$	128,519
Operating lease liability – noncurrent portion	Long-term operating lease liability		4,562,492
Total lease liability		$	4,691,011

~~During~~Lease ~~the~~obligations ~~year~~at ~~ended~~ August 31, ~~2023,~~2024 ~~the~~consisted ~~CEO~~of ~~advanced $93,011 to repay an outstanding Company loan. The advance from~~ the ~~CEO is unsecured, non-interest bearing and has no repayment terms.~~following:

NOTE 10 - NOTE PAYABLE

For the year ended August 31:
2025	$	167,614
2026		167,614
2027		167,614
2028		167,614
2029		167,614
Thereafter		4,525,579
Total payments		5,363,649
Amount representing interest		(672,638	)
Lease obligation, net		4,691,011
Less current portion		(128,519	)
Lease obligation – long term	$	4,562,492

OnNOTE 8 ~~February~~– ~~16,~~OTHER ~~2023,~~RELATED ~~the~~PARTY Company entered into a Loan agreement, wherein the Company promised to pay TTII Strategic Acquisitions & Equity, Inc. $100,000 with interest of 10% per annum on or before February 16, 2024. The loan is secured by a patent held by Regreen Technologies, Inc. TRANSACTIONS

~~NOTE~~During 11the –year ~~DEBENTURE~~ended ~~PAYABLE~~August 31, 2023, the Company entered into a services agreement with the CEO and director of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.10 on the date of the agreement, for total non-cash compensation of $420,000.

OnDuring ~~January~~the 11year ended August 31, ~~2022~~2023, the Company entered into a ~~Convertible~~services ~~Debenture~~ agreement, ~~wherein~~with the ~~Company~~Vice ~~promised~~President toof ~~pay~~a ~~the~~wholly-owned ~~Holders $20~~subsidiary,~~000~~ ~~with~~whereby ~~interest~~the ofCompany 8%agreed ~~per~~to ~~annum~~issue ~~on or before January 11~~200,000 ~~2024~~common shares. The ~~Holders~~shares ~~have~~were ~~the~~valued ~~right~~based toon ~~convert~~the ~~any~~closing ~~time~~stock ~~within 2 years with a conversion~~ price of $12.0033 ~~per~~on ~~share~~the ~~subject~~date toof ~~adjustments~~the asagreement, ~~set~~for ~~out~~total innon-cash ~~the~~compensation ~~Debenture~~of $466,000. AsDuring ofthe year ended August 31, 2023, ~~there~~the ~~was~~Vice President received $112,~~470~~000 ~~interest~~cash ~~owing~~for toservices ~~the Holders~~rendered.

FDuring the year ended August 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly-owned subsidiary, whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price of $0.25 on the date of the agreement, for total non-cash compensation of $22,500. The COO was entitled to invoice the Company for $12,500 ~~Table~~for services for the month of ~~Contents~~January, 2023. The services agreement was terminated effective February 1, 2023 and the COO has not invoiced the subsidiary for any services.

~~NOTE~~ F-12 –Table ~~PREFERRED~~of ~~STOCK~~Contents

~~Series~~During Athe ~~Convertible~~year ~~Preferred~~ended August 31, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated January 1, 2021. The shares were valued based on the closing stock price of $0.05 on the date of the agreement, for total non-cash compensation of $5,000. This agreement was terminated effective August 31, 2022.

~~The~~During ~~Series~~the Ayear ~~Convertible~~ended ~~Preferred~~August ~~have a conversion rate of $0.75 per share and voting rights on an as converted basis. The holders of record of shares of Series A Preferred Stock are entitled to receive~~31, ~~out of any assets at the time legally available therefor and when and as declared by the Board of Directors~~2023, ~~dividends at~~ the ~~rate~~Company ofissued ~~8% per annum in shares of our common stock. On January 19~~2, ~~2022~~000, 8,000 common shares ofto ~~Series~~the APresident ~~Preferred~~in ~~Stock~~exchange ~~were~~for ~~cancelled~~services. The shares were ~~cancelled~~valued atbased on the ~~direction~~closing ofstock ~~the~~price ~~holder~~ of ~~the~~$0.21 ~~Series~~on Athe ~~Preferred~~date ~~Stock. Subsequent~~of to the ~~cancellation~~agreement, ~~7,774~~for ~~shares~~total ofnon-cash ~~Series~~compensation Aof ~~Preferred Stock remain outstanding~~$420,000.

~~Series~~During A1the ~~Preferred~~year ended August 31, 2023, the Company issued 1,000,000 common shares to the former CEO of a wholly owned subsidiary in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $210,000.

OnDuring ~~April~~the 24year ended August 31, ~~2020~~2023, the Company ~~created~~issued ~~and~~75,000 ~~filed~~common ashares ~~Certificate~~to ofa ~~Designation~~director ~~for one share~~ of ~~Series~~the A1Company ~~Preferred~~in ~~Stock,~~exchange ~~par~~for ~~value $0~~services.~~0001.~~ The Onshares ~~January~~were ~~21,~~valued ~~2022,~~based ~~the~~on ~~board of directors of~~ the ~~Company~~closing ~~changed~~stock ~~the~~price ~~designation~~ of ~~Series A1 by eliminating its conversion and voting rights~~$0.17 Onon ~~January 13, 2022,~~ the ~~Company~~date ~~and the sole shareholder~~ of the ~~Series A1 Preferred share entered into a share cancellation~~ agreement, ~~whereby,~~for ~~the~~total ~~sole~~non-cash ~~shareholder~~compensation of ~~the Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding~~$12,750.

~~Series~~As Bof ~~Preferred~~August 31, 2024, the Company owes $41,674 (August 31, 2023 - $127,011) to the CEO for cash advanced to the Company for working capital. The debt is unsecured, non-interest bearing and has no terms of repayment.

~~The~~As ~~Company has authorized 207 shares~~ of ~~Series~~August B31, ~~Preferred~~2024, ~~Stock.~~the ~~The~~Company ~~conversion~~owes ~~rights~~$1,441 of(August ~~Series~~31, ~~Preferred~~2023 B- ~~were~~$9,750) ~~required~~ to bethe ~~exercised~~CEO ~~within~~of 5a ~~years.~~wholly-owned ~~The~~subsidiary ~~conversion~~for ~~rights~~cash ~~have~~advanced ~~expired~~to ~~without any of~~ the ~~shares~~Company ~~being~~for ~~converted~~working capital. ~~Series~~The Bdebt ~~shares~~is ~~are~~unsecured, ~~not~~non-interest ~~entitled~~bearing ~~to dividends or liquidation preferences~~ and ~~have~~has no ~~voting~~terms ~~rights~~of repayment.

~~Series~~As Cof ~~Preferred~~August 31, 2024, the company owes $2,510,500 (August 31, 2023 - $0) to a Director for cash advanced to the Company to pay for the Financial Guarantee Insurance on the $195M Zanzibar Clean Energy Park Loan Facility. The debt is unsecured, non-interest bearing and is to be repaid within 30 days or when the loan closes plus a transaction fee of $1,500,000. The full amount of the transaction fee was expensed in the current year given the amount will be fully paid once the funding closes.

~~The~~During ~~Company~~the ~~has~~year ~~authorized~~ended 1August 31,~~000~~ 2024,~~000~~ ~~shares~~the ofCompany ~~Series~~accrued C$120,000 ~~Preferred~~in ~~Stock.~~fees ~~Each~~to ~~share~~the CEO of ~~Series~~the CCompany ~~is convertible into one fully paid~~ and ~~nonassessable~~repaid ~~share of our common stock at an initial conversion price of~~ $~~1.20~~120, ~~subject to adjustment~~000. The ~~conversion~~Company ~~rights~~owes of$90,000 ~~Series Preferred C were required~~ to bethe ~~exercised~~CEO ~~within~~at 5August ~~years.~~31, ~~The~~2024 ~~conversion~~($90,000 ~~rights~~– ~~have~~August ~~expired~~31, ~~without any of the shares being converted~~2023).

~~Series~~During Dthe ~~Preferred~~year ended August 31, 2024, the Company accrued $3,000 in fees to the President and repaid $30,500. The Company owes $84,500 to the President at August 31, 2024 ($86,500 – August 31, 2023).

~~The~~During ~~Company~~the ~~has~~year ~~authorized~~ended ~~380,000~~August ~~shares of Series D Preferred Stock~~31, ~~which ranks junior to our Series A~~2024, ~~Series~~the BCompany ~~and~~accrued ~~Series C Convertible Preferred Stock~~$45,000 ~~but~~in ~~senior~~fees to ~~our common stock. Except with respect to specified transactions that August affect~~ the ~~rights,~~CEO ~~preferences, privileges or voting power~~ of ~~the~~a ~~Series~~wholly Downed ~~Preferred~~subsidiary. ~~Shares~~The ~~and~~Company ~~except~~owes ~~as otherwise required by Nevada law~~$125,000 ~~the~~to ~~Series D Preferred Shares have no voting rights. At any time on or after~~ the ~~issuance~~CEO ~~date,~~at ~~the holder of any Series D Preferred Shares~~ August, ~~at the holder’s option~~31, ~~elect~~2024 ~~to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of~~ (~~i) the stated value (~~$~~40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price~~90,000 ~~which~~– ~~initially~~August ~~is $0.80 per share~~31, ~~subject to certain adjustments~~2023).

InDuring the ~~event~~year ofended ~~our~~August ~~liquidation~~31, ~~dissolution or winding up~~2024, the ~~holders shall be entitled to receive, out of the assets of the~~ Company ~~available~~accrued ~~for distribution~~$15,000 anin ~~amount~~fees ~~equal~~ to the ~~Liquidation~~former ~~Preference~~Chief ~~Amount~~Financial ~~which~~Officer isand ~~the~~repaid ~~product of the stocks Stated Value of~~ $405,000.00 ~~per~~The ~~share~~Company ~~plus~~owes ~~120%~~$18,750 ~~before~~to ~~any~~the ~~payment~~Chief orFinancial ~~distribution~~Officer ofat ~~assets~~August to31, ~~the~~2024 ~~holders~~($10,750 of– ~~Common~~August ~~Stock~~31, ~~or any other Junior Stock~~2023).

~~NOTE~~During 13the year ended August 31, 2024, the Company accrued $12,000 in fees to the Corporate Secretary and repaid $4,000. The Company owes $18,700 to the Corporate Secretary at August 31, 2024 ($11,500 – ~~COMMON~~August ~~STOCK~~31, 2023).

During the year ended August 31, ~~2022~~2024, the Company ~~issued~~accrued ~~200~~$126,000 ~~common~~in ~~shares~~compensation atto athe ~~price~~new ~~of $0~~CFO.90 ~~per~~The ~~share~~Company inowes ~~exchange for services for total non-cash compensation of~~ $~~180~~126,000. ~~The~~to ~~shares were valued based on~~ the ~~closing~~CFO ~~stock~~at ~~price~~August on31, ~~the date of the agreement~~2024.

~~During~~NOTE ~~the year ended~~9 ~~August~~– ~~31,~~LOAN ~~2022, the Company issued 500,000 common shares at a price of $0.78 per share in exchange for services for total non~~PAYABLE-~~cash~~RELATED ~~compensation of $390,000. The shares were valued based on the closing stock price on the date of the agreement.~~PARTY

~~During~~As ~~the~~of ~~year ended~~ August 31, ~~2022~~2024, the Company ~~issued~~owes 70$0 (August 31,~~000~~ ~~common~~2023 ~~shares~~- at$93,011) ato ~~price~~the ofCEO ~~$1.06~~for ~~per~~cash ~~share~~advanced into ~~exchange~~the Company for ~~services~~repayment ~~for~~of ~~total~~debt. ~~non-cash~~The ~~compensation~~loan ofwas ~~$74~~unsecured,~~200.~~ ~~The~~non-interest ~~shares~~bearing ~~were~~and ~~valued~~has ~~based~~no onterms ~~the~~of ~~closing~~repayment. ~~stock~~The ~~price~~loan onwas ~~the~~repaid ~~date~~on ofMarch ~~the~~12, ~~agreement~~2024.

~~During the year ended August 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services for total non~~F-~~cash~~13 ~~compensation~~Table of ~~$25,500. The shares were valued based on the closing stock price on the date of the agreement.~~Contents

~~During~~NOTE ~~the year ended~~10 ~~August~~– ~~31,~~NOTE 2022, the Company issued 25,000 common shares at a price of $0.53 per share in exchange for services for total non-cash compensation of $13,250. The shares were valued based on the closing stock price on the date of the agreement.PAYABLE

~~During~~On February 16, 2023, the ~~year~~Company ~~ended~~entered into a Loan agreement, wherein the Company promised to pay GTII Strategic Acquisitions & Equity, Inc. $100,000 with interest of 10% per annum on or before February 16, 2024. The loan is secured by a patent held by Regreen Technologies, Inc. As of August 31, ~~2022~~2024, the Company ~~issued~~owed 50the lender $100,000 ~~common~~(August ~~shares~~31, at2023 a- ~~price~~$100,000) plus accrued interest of $115,342 (August 31, 2023 - $5,370).00 ~~per~~The ~~share~~loan is in ~~exchange~~default and the ~~for~~Company ~~services~~is ~~for~~negotiating ~~total~~extended ~~non-cash~~terms. ~~compensation~~As of ~~$50~~August 31,~~000.~~ ~~The~~2024, ~~shares~~the ~~were~~Company ~~valued~~has ~~based~~accrued on$337,500 ~~the~~in ~~closing~~late ~~stock~~fees. This ~~price~~loan onis personally guaranteed by the ~~date~~CEO of the ~~agreement~~Company.

~~During~~As ~~the~~of ~~year ended~~ August 31, ~~2022~~2024, the ~~Company~~company ~~issued~~owes ~~100~~$2,~~000~~510,500 ~~common~~to ~~shares~~a atDirector afor ~~price~~cash ofadvanced to the Company to pay for the Financial Guarantee Insurance on the $2195M Zanzibar Clean Energy Park Loan Facility.28 This ~~per~~Financial ~~share~~Guarantee inInsurance ~~exchange~~has ~~for~~been ~~services~~accounted for ~~total~~as ~~non-cash~~a ~~compensation~~prepayment given the funding has not yet closed but will be considered loan costs amortized over the life of ~~$228,000~~the loan once funding is secured. The ~~shares~~amount ~~were~~will ~~valued~~be ~~based~~refunded onif the ~~closing~~loan ~~stock~~is ~~price~~not onsecured. ~~the~~The ~~date~~debt ofis unsecured, non-interest bearing and is to be repaid within 30 days or when the ~~agreement~~loan closes plus a transaction fee of $1,500,000.

~~During~~As ~~the~~of ~~year ended~~ August 31, ~~2022~~2024, the ~~Company~~company ~~issued~~owes 50$100,000 ~~common~~to ~~shares~~Edwin atStoughton afor ~~price~~cash ofadvanced ~~$0.51~~to ~~per~~the ~~share~~Company into ~~exchange~~pay for ~~services~~costs ~~for~~incurred ~~total~~on ~~non-cash~~the ~~compensation~~$195M ofZanzibar ~~$25,500~~Clean Energy Park Loan Facility. The ~~shares~~debt ~~were~~is ~~valued~~unsecured, ~~based~~non-interest onbearing ~~the~~and ~~closing~~is ~~stock~~to ~~price~~be onrepaid ~~the~~within ~~date~~30 ofdays or when the ~~agreement~~loan closes plus a transaction fee of $100,000.

~~During~~NOTE ~~the~~11 ~~year~~– ~~ended August~~DEBENTURE 31, 2022, the Company issued 150,000 common shares at a price of $0.50 per share in exchange for inventory. The shares were valued based on the price at which the Company was completing private placements and upon mutual agreement by the Company and the creditor.PAYABLE

~~During~~On January 11, 2022, the ~~year~~Company ~~ended August~~entered ~~31,~~into ~~2022~~a Convertible Debenture agreement, wherein the Company ~~sold~~promised 2to pay the Holders $20,~~286,~~000 ~~Units~~with interest of ~~its~~8% ~~common~~per ~~stock~~annum aton ~~$0.50~~or before January 11, ~~for~~2024. ~~total~~The ~~cash~~Holders ~~proceeds~~have the right to convert any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. On March 14,~~143~~ 2024,~~000~~ the note holder converted all principal and interest into 46,400 shares of common stock.

~~During~~NOTE ~~the~~12 ~~year~~– ~~ended~~COMMITMENTS ~~August~~AND ~~31, 2023, the Company sold 569,000 Units of its common stock at $0.50 per unit for total cash proceeds of $284,500.~~ CONTINGENCIES

~~During~~On ~~the~~November ~~year ended August 31~~11, ~~2023,~~2024 ~~the~~Astra ~~Company~~Energy ~~issued~~Inc. ~~100,000~~was ~~common~~made ~~shares~~aware inof ~~exchange~~a Demand for ~~services~~Payment ~~for~~letter ~~total~~issued ~~non-cash~~to ~~compensation~~Regreen ofTechnologies ~~$60,000~~Inc. ~~The~~from ~~shares~~NAPS ~~were~~Construction ~~valued~~– ~~based~~Investment onFund, ~~the~~LLC ~~closing~~for ~~stock~~loan ~~price~~agreements onentered ~~the~~between ~~date of~~ the ~~agreement~~parties.

~~During~~On ~~the~~May ~~year~~25, ~~ended~~2022 ~~August~~Regreen 31Technologies Inc entered into a loan agreement and promised to pay NAPS Construction – Investment Fund, ~~2023~~LLC $270,500 ~~the~~with ~~Company~~interest ~~issued~~of ~~250~~12% per annum on or before August 24,~~000~~ ~~common~~2022. ~~shares~~On inDecember ~~exchange~~14, ~~for~~2022 ~~services~~Regreen ~~for~~Technologies ~~total~~Inc ~~non-cash~~entered ~~compensation~~into ofa loan agreement and promised to pay NAPS Construction – Investment Fund, LLC $~~287~~10,~~500.~~000 ~~The~~with ~~shares~~interest ~~were~~of ~~valued~~12% ~~based~~per annum on ~~the~~or ~~closing~~before ~~stock~~February ~~price~~15, on2023. ~~the~~These ~~date~~loans ofare ~~the~~in ~~agreement~~default.

~~During~~Astra ~~the~~Energy ~~year~~Inc. ~~ended~~has ~~August~~an ~~31,~~interest ~~2023, the Company issued 50,000 common shares~~ in ~~exchange~~resolving ~~for~~this ~~services~~matter ~~for~~with ~~total~~the ~~non-cash~~debtor ~~compensation~~as ofit ~~$15,000.~~is ~~The~~currently ~~shares~~negotiating ~~were~~a ~~valued~~transaction ~~based~~with onPowertron ~~the~~Global ~~closing~~LLC ~~stock~~involving ~~price~~Regreen onTechnologies ~~the~~Inc ~~date of the agreement~~patents.

~~During~~NOTE ~~the~~13 ~~year~~– ~~ended~~PREFERRED August 31, 2023, the Company issued 240,000 common shares in exchange for services for total non-cash compensation of $50,400. The shares were valued based on the closing stock price on the date of the agreement.STOCK

~~F-13~~Series ~~Table~~A ofConvertible ~~Contents~~Preferred

~~During~~The ~~the~~Series ~~year~~A ~~ended~~Convertible ~~August~~Preferred ~~31,~~have ~~2023~~a conversion rate of $0.75 per share and voting rights on an as converted basis. The holders of record of shares of Series A Preferred Stock are entitled to receive, out of any assets at the ~~Company~~time ~~issued~~legally 50available therefor and when and as declared by the Board of Directors,~~000~~ ~~common~~dividends ~~shares~~at inthe ~~exchange~~rate ~~for~~of ~~services~~8% ~~for~~per ~~total~~annum ~~non-cash~~in ~~compensation~~shares of $our common stock. On January 19, 2022, 8,000. shares of Series A Preferred Stock were cancelled. The shares were ~~valued~~cancelled ~~based~~at onthe direction of the ~~closing~~holder ~~stock~~of ~~price~~the onSeries A Preferred Stock. Subsequent to the ~~date~~cancellation, 7,774 shares of ~~the~~Series ~~agreement~~A Preferred Stock remain outstanding.

~~During~~Series ~~the~~A1 year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement.Preferred

~~During~~On April 24, 2020, the ~~year~~Company ~~ended~~created ~~August~~and 31filed a Certificate of Designation for one share of Series A1 Preferred Stock, ~~2023~~par value $0.0001. On January 21, 2022, the board of directors of the Company ~~issued~~changed ~~200,000~~the ~~common~~designation ~~shares~~of inSeries ~~exchange~~A1 ~~for~~by ~~services~~eliminating ~~for~~its ~~total~~conversion ~~non-cash~~and ~~compensation~~voting ofrights. ~~$28~~On January 13,~~000.~~ ~~The~~2022, ~~shares~~the ~~were~~Company ~~valued~~and ~~based~~the onsole shareholder of the ~~closing~~Series ~~stock~~A1 ~~price~~Preferred onshare entered into a share cancellation agreement, whereby, the ~~date~~sole shareholder of the ~~agreement~~Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding.

~~During~~Series ~~the~~B year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $8,250. The shares were valued based on the closing stock price on the date of the agreement.Preferred

~~During~~The ~~the~~Company ~~year~~has ~~ended~~authorized ~~August~~207 ~~31,~~shares ~~2023,~~of ~~the~~Series ~~Company~~B ~~issued~~Preferred ~~250,000~~Stock. ~~common~~The ~~shares~~conversion inrights ~~exchange~~of ~~for~~Series ~~services~~Preferred ~~for~~B ~~total~~were ~~non-cash~~required ~~compensation~~to ofbe ~~$31,250~~exercised within 5 years. The ~~shares~~conversion ~~were~~rights ~~valued~~have ~~based~~expired onwithout any of the ~~closing~~shares ~~stock~~being ~~price~~converted. onSeries ~~the~~B ~~date~~shares ofare ~~the~~not ~~agreement~~entitled to dividends or liquidation preferences and have no voting rights.

~~During~~Series ~~the~~C year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $15,750. The shares were valued based on the closing stock price on the date of the agreement.Preferred

~~During~~The ~~the~~Company ~~year~~has ~~ended~~authorized ~~August 31~~1, ~~2023~~000,000 ~~the~~shares ~~Company~~of ~~issued~~Series ~~100,000~~C ~~common~~Preferred ~~shares~~Stock. inEach ~~exchange~~share ~~for~~of ~~services~~Series ~~for~~C ~~total~~is ~~non-cash~~convertible ~~compensation~~into one fully paid and nonassessable share of our common stock at an initial conversion price of $401.20,~~000~~ subject to adjustment. The ~~shares~~conversion rights of Series Preferred C were ~~valued~~required ~~based~~to onbe ~~the~~exercised ~~closing~~within ~~stock~~5 ~~price~~years. onThe ~~the~~conversion ~~date~~rights have expired without any of the ~~agreement~~shares being converted.

~~During the year ended August 31, 2023, the Company issued 5,000,000 common shares at a price of $0.545 per share in exchange for a 50% interest in Astra~~F-~~Holcomb~~14 ~~Energy~~Table ~~Systems Inc. The shares were valued based on the closing price at the date~~ of ~~agreement.~~Contents

~~During~~Series ~~the~~D year ended August 31, 2022, the Company issued 11,300,000 common shares in exchange for an interest in Regreen Technologies Inc. The shares were valued based on the closing price at the date of agreements. 10 million shares are being held in escrow pending certain performance criteria. There is uncertainty as to the performance criteria being met and the Company has written down the value of the shares issued to zero as an impairment loss of $9,701,000.Preferred

~~During~~The ~~the~~Company ~~year~~has ~~ended~~authorized ~~August~~380,000 31shares of Series D Preferred Stock, ~~2023~~which ranks junior to our Series A, ~~the~~Series ~~Company~~B ~~issued~~and 6Series C Convertible Preferred Stock,~~459,442~~ but senior to our common ~~shares~~stock. Except atwith anrespect ~~average~~to ~~price~~specified transactions that affect the rights, preferences, privileges or voting power of ~~$1.05~~the ~~per~~Series ~~share~~D inPreferred ~~exchange~~Shares ~~for~~and aexcept ~~9.5%~~as ~~interest~~otherwise inrequired ~~Regreen~~by ~~Technologies~~Nevada ~~Inc.~~law, ~~The~~the ~~shares~~Series ~~were~~D ~~valued~~Preferred ~~based~~Shares have no voting rights. At any time on or after the ~~closing~~issuance ~~price~~date, the holder of any Series D Preferred Shares August, at the ~~date~~holder’s option, elect to convert all or any portion of ~~agreement.~~the ~~There~~Series isD ~~uncertainty~~Preferred asShares toheld ~~future~~by ~~value~~such person into a number of ~~Regreen~~ ~~Technologies~~fully ~~shares~~paid and ~~the~~nonassessable ~~Company~~shares ~~has~~of ~~written~~common ~~down~~stock equal to the quotient of (i) the stated value ($40.00 per share) of the ~~shares~~Series ~~issued~~D toPreferred ~~zero~~Shares asbeing anconverted ~~impairment~~divided ~~loss~~by of(ii) the conversion price, which initially is $70.80 per share,~~049~~ subject to certain adjustments. As of August 31,~~212~~ 2024, there are 304,558 Series D Preferred shares issued and outstanding.

~~Refer~~In the event of our liquidation, dissolution or winding up, the holders shall be entitled to ~~Note 8~~receive, out of the assets of the Company available for ~~related~~distribution, ~~party~~an ~~transactions~~amount equal to the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock.

NOTE 14 – ~~STOCK~~COMMON ~~SUBSCRIPTIONS RECEIVABLE~~STOCK

During the year ended August 31, ~~2022~~2023, the Company ~~issued~~sold 10569,000 ~~common~~Units ~~shares~~of ~~pursuant~~its tocommon astock ~~Share~~at ~~Subscription Agreement in exchange for~~ $~~5,000~~0.50 ~~The~~per ~~shares~~unit ~~are~~for ~~included in the~~ total ~~number~~cash proceeds of ~~shares issued and outstanding at August 31~~$284, ~~2023~~500.

~~NOTE~~During 15the –year ~~WARRANTS~~ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $60,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2023, the Company ~~sold~~issued ~~569~~250,000 ~~Units~~common ofshares ~~its~~in ~~common~~exchange ~~stock.~~for ~~Each~~services ~~Unit~~for ~~consists~~total non-cash compensation of ~~one~~$287,500. ~~common~~The ~~share~~shares ~~and~~were ~~one~~valued ~~warrant~~based toon ~~purchase~~the ~~one~~closing ~~additional~~stock ~~share~~price on the date of ~~common~~the ~~stock~~agreement.

~~The~~During ~~aggregate~~the ~~fair~~year ~~value~~ended ofAugust ~~the 569~~31,~~000~~ ~~warrants~~2023, ~~totaled $132,250 based on~~ the ~~Black~~Company ~~Scholes~~issued ~~Merton~~50,000 ~~pricing~~common ~~model.~~shares ~~The~~in ~~value~~exchange offor ~~the~~services ~~warrants~~for ~~has~~total ~~been~~non-cash ~~netted~~compensation ~~against the proceeds~~ of ~~the offering and accounted for in additional paid in capital~~$15,000. The ~~Warrants~~shares ~~must~~were bevalued ~~exercised~~based aton the ~~earlier~~closing ofstock ~~two~~price ~~years~~on ~~from~~ the date of ~~issuance, or within 30 days after~~ the ~~Company stock closes at or above $1~~agreement.~~00 for five consecutive trading days.~~

ADuring ~~summary~~the ofyear ~~quantitative~~ended ~~information~~August ~~about~~31, ~~significant~~2023, ~~unobservable~~the ~~inputs~~Company ~~used~~issued to240,000 ~~measure~~common ~~the~~shares ~~fair~~in ~~value~~exchange for services for total non-cash compensation of $50,400. The shares were valued based on the ~~warrants~~closing isstock asprice ~~follows:~~on the date of the agreement.

Inputs
Stock price	$	0.45 – 2.20
Exercise price	$	1.00
Volatility (annual)	657.8%-769.9		%
Risk-free rate		4.38	%
Dividend rate		—
Years to maturity		2.00

During the year ended August 31, 2023, the Company issued 50,000 common shares in exchange for services for total non-cash compensation of $8,000. The shares were valued based on the closing stock price on the date of the agreement.

	Number ofWarrants		WeightedAverageExercisePrice		Weighted AverageRemaining Contract Term		Intrinsic Value
Outstanding, August 31, 2021		—		—		—
Issued		2,326,000	$	1.00		2.00
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding, August 31, 2022		2,326,000	$	1.00		1.51
Issued		569,000	$	1.00		2.00
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding, August 31, 2023		2,895,000	$	1.00		0.56	$	—

During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement.

~~NOTE~~During 16the –year ~~INCOME~~ended ~~TAXES~~August 31, 2023, the Company issued 200,000 common shares in exchange for services for total non-cash compensation of $28,000. The shares were valued based on the closing stock price on the date of the agreement.

AtDuring the year ended August 31, 2023, the Company ~~had~~issued ~~net operating loss carry forwards of approximately $7~~75,~~529,~~000 ~~that may~~common beshares ~~offset~~in ~~against~~exchange ~~future~~for ~~taxable~~services ~~income. No~~for ~~tax~~total ~~benefit~~non-cash ~~has~~compensation ~~been~~of ~~reported in the August 31~~$8,250. ~~2023~~The orshares ~~2022~~were ~~financial~~valued ~~statements~~based ~~since~~on the ~~potential~~closing ~~tax~~stock ~~benefit~~price ison ~~offset~~the bydate ~~a valuation allowance~~ of the ~~same amount~~agreement.

FDuring the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-14cash ~~Table~~compensation of ~~Contents~~$31,250. The shares were valued based on the closing stock price on the date of the agreement.

OnDuring ~~December~~the 22year ended August 31, ~~2017~~2023, the ~~U.S.~~Company ~~government~~issued ~~enacted~~75,000 ~~comprehensive~~common ~~tax~~shares ~~legislation~~in ~~commonly~~exchange ~~referred~~for toservices asfor ~~the~~total ~~Tax~~non-cash ~~Cut~~compensation ~~and~~of ~~Jobs Act (the “Tax Act”)~~$15,750. The ~~Tax~~shares ~~Act~~were ~~establishes~~valued ~~new~~based ~~tax~~on ~~laws~~the ~~that~~closing ~~affects~~stock ~~2018~~price ~~and~~on ~~future~~the ~~years,~~date ~~including~~of ~~a reduction in~~ the Uagreement.~~S. federal corporate income tax rate to 21% effective January 1, 2018.~~

~~The~~F-15 ~~provision~~Table ~~for Federal income tax consists~~ of ~~the following for the years ended August 31, 2023 or 2022:~~Contents

	2023			2022
Federal income tax benefit attributable to:
Current operations	$	699,000		$	553,000
Less: valuation allowance		(699,000	)		(553,000	)
Net provision for Federal income taxes	$	—		$	—

During the year ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement.

~~The~~During ~~cumulative~~the ~~tax~~year ~~effect~~ended atAugust ~~the~~31, ~~expected~~2023, ~~rate~~the ofCompany ~~21%~~issued ~~(the~~5,000,000 ~~U.S.~~common ~~federal~~shares ~~income~~at ~~tax~~a ~~rate~~price of ~~21%~~$0.545 isper ~~being~~share ~~used~~in ~~due~~exchange tofor ~~the~~a ~~new~~50% ~~tax~~interest ~~law~~in ~~recently~~Astra-Holcomb ~~enacted)~~Energy ofSystems ~~significant~~Inc. ~~items~~The ~~comprising~~shares ~~our~~were ~~net~~valued ~~deferred~~based ~~tax~~on ~~amount~~the isclosing asprice ~~follows~~at asthe date of ~~August 31, 2023 or 2022:~~agreement.

	2023			2022
Deferred Tax Assets:
NOL Carryover	$	7,529,000		$	6,830,000
Less valuation allowance		(7,529,000	)		(6,830,000	)
Net deferred tax assets	$	—		$	—

During the year ended August 31, 2023, the Company issued 6,459,442 common shares at an average price of $1.05 per share in exchange for a 9.5% interest in Regreen Technologies Inc. The shares were valued based on the closing price at the date of agreement. There is uncertainty as to future value of Regreen Technologies shares and the Company has written down the value of the shares issued to zero as an impairment loss of $7,049,212.

~~Due~~During to the ~~change~~year inended August ~~ownership~~31, ~~provisions~~2024 of the ~~Tax~~Company ~~Reform~~issued ~~Act of 1986~~125,000 ~~net~~common ~~operating~~shares ~~loss~~at ~~carry~~a ~~forwards~~price ~~for~~of ~~Federal income tax reporting purposes are subject to annual limitations~~$0. ~~Should~~275 aper ~~change~~share in ~~ownership~~exchange ~~occur,~~for ~~net~~services ~~operating~~for ~~loss~~total ~~carry~~non-cash ~~forwards~~compensation ~~August~~of be$34,375. ~~limited~~The asshares towere ~~use~~valued inbased ~~future~~on ~~years.~~the ~~The~~closing ~~Company~~stock isprice ~~evaluating~~on the ~~effects~~effective date of ~~its~~the ~~recent change in ownership on its NOL~~agreement.

~~ASC~~During ~~Topic~~the ~~740~~year ~~provides~~ended August ~~guidance~~31, on2024, the ~~accounting~~Company ~~for~~issued ~~uncertainty~~5,000,000 incommon ~~income~~shares ~~taxes~~at ~~recognized in~~ a ~~company’s~~price ~~financial~~of ~~statements~~$0.337 ~~Topic~~per ~~740~~share ~~requires~~in aexchange ~~company~~for toexclusive ~~determine~~global ~~whether~~manufacturing itand isdistribution ~~more~~rights ~~likely~~to ~~than not that a tax position will be sustained upon examination based upon~~ the ~~technical~~Holcomb ~~merits~~In-Line ofPower ~~the position~~Generator. IfThe ~~the~~shares ~~more-likely-than-not~~were ~~threshold~~valued isbased ~~met,~~on ~~a company must measure~~ the ~~tax~~closing ~~position~~price toat ~~determine~~ the ~~amount~~effective todate ~~recognize~~of ~~in the financial statements~~agreement.

~~The~~During ~~Company~~the ~~includes~~year ~~interest~~ended August ~~and~~31, ~~penalties~~2024, ~~arising from~~ the ~~underpayment~~Company ofissued ~~income~~46,400 ~~taxes~~common shares in ~~the~~conversion ~~statements~~ of ~~operations~~principal inand ~~the~~interest ~~provision for income taxes. As~~ of ~~August 31~~$20,000 ~~2023~~and $3,200, ~~the~~respectively ~~Company~~(Note ~~had no accrued interest or penalties related to uncertain tax positions~~11).

~~NOTE~~On 17September –3, ~~RESTATEMENT~~2024, the Company issued 1,950,000 common shares to executives pursuant to their agreements in exchange for services for a total non-cash compensation of $355,465.

~~The~~NOTE ~~financial~~15 ~~statements~~– ~~for~~STOCK ~~the~~SUBSCRIPTIONS year ended August 31, 2022, are being restated to correct the accounting for the issuance of shares of common stock for the potential acquisition of an interest in Regreen Technologies, Inc. The reporting of the value of the shares as a prepaid asset has been restated as an impairment loss.RECEIVABLE

~~F-15~~During ~~Table~~the year ended August 31, 2022, the Company issued 10,000 common shares pursuant to a Share Subscription Agreement in exchange for $5,000. The shares are included in the total number of ~~Contents~~shares issued and outstanding at August 31, 2024.

~~Per~~NOTE ~~ASC~~16 ~~250-10~~– ~~Accounting Changes and Error Corrections, the August 31, 2022 financial statements have been restated for the following.~~WARRANTS

August 31, 2022
	As Reported			Adjusted			As Restated
ASSETS
Current assets:
Cash	$	198,899		$	—		$	198,899
Prepaid stock for acquisition		27,026,000			(27,026,000	)		-
Other receivable-related party		194,520			—			194,520
Total Assets	$	27,419,419		$	(27,026,000	)	$	393,419
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	49,344		$	—		$	49,344
Accounts payable- related parties		107,200			—			107,200
Due to a related party		270,185			—			270,185
Accrued interest payable		630			—			630
Debenture payable		20,000			—			20,000
Total Liabilities		447,359			—			447,359
Stockholders' Deficit:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding		8			—			8
Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding		-			—			—
Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding		748			—			748
Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding		305			—			305
Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding		—			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023		57,856			(7,500	)		50,356
Stock subscriptions receivable (Note 13)		(5,000	)		—			(5,000	)
Common stock to be issued		20,000			—			20,000
Additional paid-in capital		59,421,878			(17,317,500	)		42,104,378
Accumulated deficit		(32,523,735	)		(9,701,000	)		(42,224,735	)
Total Stockholders’ Equity		26,972,060			(27,026,000	)		(53,940	)
Total Liabilities and Stockholders’ Equity	$	27,419,419		$	(27,026,000	)	$	393,419

As of August 31, 2024, there are 569,000 outstanding warrants. One warrant can be exercised to purchase one share of the Company’s common stock at $1.00 per share.

Statement of Operations for the year ended August 31, 2022

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, August 31, 2022		2,326,000		$	1.00		1.51
Issued		569,000		$	1.00		2.00
Cancelled or expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2023		2,895,000		$	1.00		0.56	$	—
Issued		—		$	—		—
Cancelled or expired		(2,326,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, August 31, 2024		569,000		$	1.00		0.11	$	—

	As Reported			Adjusted			As Restated
Revenue	$	25,000		$	—		$	25,000
Operating expenses
General and administrative		179,132			—			179,132
Inventory impairment		75,000			-			75,000
Business development		712,683			-			712,683
Consulting-related party		60,000			-			60,000
Executive compensation		1,034,450			-			1,034,450
Stock compensation-consulting		595,500			-			595,500
Total operating expenses		2,656,765			-			2,656,765
Loss from operations		(2,631,765	)		-			(2,631,765	)
Other Income (Expense)
Foreign exchange		(13	)	$	—		$	(13	)
Interest expense		(2,767	)		—			(2,767	)
Impairment loss		-			(9,701,000	)		(9,701,000	)
Total other expense		(2,780	)		(9,701,000	)		(9,703,780	)
Loss before provision for income taxes		(2,634,545	)		(9,701,000	)		(12,335,545	)
Provision for income taxes		-			—			-
Net loss		(2,634,545	)		(9,701,000	)		(12,335,545	)
Net loss per share, basic and diluted		(0.06	)		-			(0.27	)
Weighted average shares outstanding, basic and diluted		70,475,577			-			45,567,354

F-16

Table of Contents

~~Consolidated~~NOTE ~~Statement~~17 of– ~~Cash~~INCOME ~~Flow for the year ended August 31, 2022~~TAXES

	As Reported			Adjusted			As Restated
Net loss	$	(2,635,545	)	$	(9,701,000	)	$	(12,335,545	)
Adjustments to reconcile net loss to net cash
Impairment loss		-			9,701,000			9,701,000

At August 31, 2024, the Company had net operating loss carry forwards of approximately $7,529,000 that can be offset against future taxable income. No tax benefit has been reported in the August 31, 2024 or 2023 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

~~Consolidated~~On ~~Statement~~December of22, ~~Stockholders~~2017, ~~Deficit~~the ~~for~~U.S. government enacted comprehensive tax legislation commonly referred to as the ~~year~~Tax ~~ended~~Cut ~~August~~and 31Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, ~~2022~~including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

~~Prepaid~~The ~~Common~~provision ~~stock~~for ~~issued~~Federal income tax consists of the following for ~~acquisition~~the years ended August 31, 2024 or 2023:

	As Reported			Adjusted			As Restated
	2024			2023
Common Stock - Shares		11,300,000			(7,500,000	)		3,800,000
Federal income tax benefit attributable to:
Common Stock - Amount	$	11,300		$	(7,500	)	$	3,800
Current operations	$	493,000		$	699,000
Additional Paid-In Capital	$	27,014,700			(17,317,500	)		9,697,200
Less: valuation allowance		(493,000	)		(699,000	)
Total	$	27,026,000			(17,325,000	)		9,701,000
Net provision for Federal income taxes	$	—		$	—

~~Net~~The ~~loss~~cumulative tax effect at the expected rate of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted) of significant items comprising our net deferred tax amount is as follows as of August 31, 2024 or 2023:

	As Reported			Adjusted			As Restated
	2024			2023
Accumulated Deficit	$	(2,634,545	)		(9,701,000	)		(12,335,545	)
Deferred Tax Assets:
NOL Carryover	$	8,022,000		$	7,529,000
Less valuation allowance		(8,022,000			(7,529,000	)
Net deferred tax assets	$	—		$	—

~~Balance~~Due to the change in ownership provisions of the Tax Reform Act of 1986, ~~August~~net 31operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, ~~2022~~net operating loss carry forwards August be limited as to use in future years. The Company is evaluating the effects of its recent change in ownership on its NOL.

	As Reported			Adjusted			As Restated
Additional Paid-In Capital	$	59,421,878			(17,317,460	)		42,104,418
Accumulated deficit	$	(32,523,735	)		(9,701,000	)		(42,224,735	)
Total	$	26,972,060			(27,025,960	)		(53,900	)

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

~~Subsequent~~The ~~events~~Company ~~include~~includes ~~those~~interest ~~occurring~~and ~~through~~penalties toarising ~~January~~from 15the underpayment of income taxes in the statements of operations in the provision for income taxes. As of August 31, 2024., the Company had no accrued interest or penalties related to uncertain tax positions.

OnNOTE ~~September~~18 ~~15,~~– ~~2023,~~SUBSEQUENT ~~Robert Holcomb was appointed to the Board of Directors~~EVENTS

~~During~~On ~~the~~September ~~quarter ended November 30~~3, ~~2023~~2024, the Company issued 51,~~000~~950,000 common shares into ~~exchange~~executives ~~for~~pursuant ~~the~~to ~~exclusive,~~their ~~global~~agreements ~~rights~~in toexchange ~~manufacture~~for ~~the~~services ~~Holcomb~~for Ina total non-~~Line~~cash ~~Power~~compensation ~~Generator.~~of $355,465.

~~During~~On ~~the~~October ~~quarter~~21, ~~ended~~2024, ~~November~~the 30Company, ~~2023,~~through its subsidiary A-HES Power Co. have entered into a Joint Venture Agreement (the ~~Company~~"Agreement") ~~issued~~with ~~125,000~~a ~~common~~large ~~shares~~multinational oil and gas corporation based in ~~exchange~~Dubai, ~~for~~United ~~services.~~Arab Emirates (the "Client"), collectively (the "Parties").

~~F-16~~The Company entered ~~Table~~into an Agreement to engage in project development within the sectors of ~~Contents~~petroleum refineries and pipelines on a non-exclusive basis.

~~Item~~The 9.products ~~Changes~~to inwhich this Agreement is applicable are the Holcomb Energy Systems LLC In-Line Power Generator (ILPG) and ~~Disagreements~~the ~~with~~Self-Sustaining ~~Accountants~~Power onPlant ~~Accounting~~(SSPP) for commercial use but not residential use, and ~~Financial~~the ~~Disclosure~~power enhancement and/or savings provided by the Equipment. The Products will be manufactured, installed, operated, and maintained by A-HES Power Co.

~~There~~As ~~were~~of noDecember ~~disagreements~~2, ~~related~~2024, tothe ~~accounting~~board ~~principles~~of ordirectors ~~practices,~~of ~~financial~~Astra ~~statement~~Energy ~~disclosure~~Inc., ~~internal~~accepted ~~controls~~the orresignation ~~auditing~~of ~~scope~~Benjamin orGrier ~~procedure~~from ~~during~~all ~~the~~positions ~~two~~at ~~fiscal~~Astra. ~~years~~Mr. Grier felt there was a lack of board oversight of management and ~~interim~~there ~~periods~~was a lack of appropriate protocols.

~~Item~~On 9ADecember 5, 2024, GTII Strategic Acquisitions & Equity Inc sent a settlement proposal to the Company with regards to the outstanding loan agreement between the parties. ~~Controls~~This ~~and~~will ~~Procedures~~be taken before the board of directors of Astra Energy Inc, for review.

~~Evaluation~~As of ~~Disclosure~~December ~~Controls~~5, 2024, with regards to the Joint Venture Agreement entered into between the Company and ~~Procedures~~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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13aF-~~15(e)~~17 ~~and~~Table ~~15d-15(e) under the Securities Act~~ of 1934. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of August 31, 2023 because of the material weaknesses identified in our internal controls over financial reporting.Contents

~~Management’s~~Item ~~Report~~9. onChanges ~~Internal~~in ~~Control~~and ~~over~~Disagreements with Accountants on Accounting and Financial ~~Reporting~~Disclosure

~~Management~~There ofwere ~~the~~no ~~Company~~disagreements isrelated ~~responsible~~to ~~for~~accounting ~~establishing~~principles ~~and~~or ~~maintaining~~practices, ~~adequate internal control over~~ financial ~~reporting,~~statement ~~as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As of August 31~~disclosure, ~~2023, management assessed the effectiveness of the Company’s~~ internal ~~control~~controls ~~over~~or ~~financial~~auditing ~~reporting~~scope ~~based~~or onprocedure ~~the~~during ~~criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by~~ the ~~Committee~~two offiscal ~~Sponsoring~~years ~~Organizations~~and of the Treadway Commission (the “COSO criteria”). A Material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board (United States) Auditing Standard No. 2) or a combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim ~~financial statements will not be prevented or detected~~periods. ~~Based on such assessment, management concluded that as of August 31, 2023, our internal control over financial reporting was not effective. Management has identified the following material weakness:~~

·Item ~~inadequate~~9A. ~~segregation~~Controls ~~of duties consistent with control objectives · insufficient written policies~~ and ~~procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements~~Procedures

~~Planned~~Evaluation ~~Remediation~~of Disclosure Controls and Procedures

~~With~~Under the ~~oversight~~supervision and with the participation of ~~senior~~our management, ~~and~~including our ~~audit~~principal ~~committee~~executive officer and principal financial officer, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure controls and procedures are ~~taking~~designed to provide reasonable assurance that the ~~steps~~information ~~below~~required to be included in our SEC reports is recorded, processed, summarized and ~~plan~~reported within the time periods specified in SEC rules and forms, relating to ~~take~~the ~~additional~~Company, ~~measures~~including our consolidated subsidiaries, and was made known to ~~remediate~~them by others within those entities, particularly during the ~~underlying~~period ~~causes~~when this report was being prepared. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of August 31, 2024 because of the material weaknesses: identified in our internal controls over financial reporting.

·Management’s ~~The~~Report ~~Company~~on ~~will~~Internal ~~take~~Control steps to remediate the control activities material weakness through the documentation of processes and controls for transactions that occur in the course of business, and in the financial statement close, reporting and disclosure processes. · The Company will formalize our process and documentation for monitoring internal control over ~~financial~~Financial reporting. The documentation will serve as the evidence to ascertain whether the control activities are present and functioning, and provide a foundation for the Company to communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.Reporting

InManagement ~~addition~~of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~direction~~Exchange Act. As of ~~the~~August ~~audit~~31, ~~committee~~2024, ofmanagement assessed the ~~Board~~effectiveness of ~~Directors,~~the ~~management~~Company’s ~~will~~internal ~~continue~~control toover ~~review~~financial ~~and~~reporting ~~make~~based ~~necessary~~on ~~changes~~the tocriteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the ~~overall~~Committee ~~design~~of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). A Material weakness is a control deficiency (within the meaning of Public Company’s ~~internal~~Accounting Oversight Board (United States) Auditing Standard No. 2) or a combination of control ~~environment,~~deficiencies asthat ~~well~~result asin tomore ~~refine~~than ~~policies~~a ~~and~~remote ~~procedures~~likelihood tothat ~~improve~~a material misstatement of the ~~overall~~annual ~~effectiveness~~or interim financial statements will not be prevented or detected. Based on such assessment, management concluded that as of August 31, 2024, our internal control over financial reporting ofwas ~~the~~not ~~Company~~effective. Management has identified the following material weakness:

We· ~~cannot~~inadequate besegregation ~~assured~~of ~~that~~duties ~~the~~consistent ~~measures~~with wecontrol ~~have~~objectives ~~taken~~· toinsufficient ~~date,~~written orpolicies ~~plan~~and toprocedures ~~implement,~~for ~~will~~accounting beand ~~sufficient~~financial toreporting ~~remediate~~with ~~the~~respect ~~material~~to ~~weaknesses~~the werequirements ~~have~~and ~~identified~~application orof ~~avoid~~US ~~potential~~GAAP ~~future~~and ~~material~~SEC ~~weaknesses.~~disclosure requirements

~~This~~Planned Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company.Remediation

7With ~~Table~~the oversight of ~~Contents~~senior management and our audit committee, we are taking the steps below and plan to take additional measures to remediate the underlying causes of the material weaknesses:

~~Change~~· The Company will take steps to remediate the control activities material weakness through the documentation of processes and controls for transactions that occur in ~~Internal~~the ~~Control~~course of business, and in the financial statement close, reporting and disclosure processes. · The Company will formalize our process and documentation for monitoring internal control over ~~Financial~~financial ~~Reporting~~reporting. The documentation will serve as the evidence to ascertain whether the control activities are present and functioning and provide a foundation for the Company to communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

~~Except~~8 asTable ~~discussed~~of above, there have been no changes in the Company’s internal controls over financial reporting during the year ended August 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Contents

~~Item~~In ~~9B.~~addition, ~~Other~~under ~~Information~~the direction of the audit committee of the Board of Directors, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as to refine policies and procedures to improve the overall effectiveness of internal control over financial reporting of the Company.

~~None~~We cannot be assured that the measures we have taken to date, or plan to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses.

~~Item~~This ~~9C.~~Annual ~~Disclosure~~Report ~~Regarding~~on ~~Foreign~~Form ~~Jurisdictions~~10-K ~~that~~does ~~Prevent~~not ~~Inspections~~include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting, as such report is not required due to the Company’s status as a smaller reporting company.

~~Not~~Change ~~applicable~~in Internal Control over Financial Reporting

8Except ~~Table~~as ofdiscussed ~~Contents~~above, there have been no changes in the Company’s internal controls over financial reporting during the year ended August 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Part~~Item ~~III~~9B. Other Information

~~Item 10~~None. ~~Directors, Executive Officers and Corporate Governance~~

~~Directors,~~Item ~~Executive~~9C. ~~Officers~~Disclosure ~~and~~Regarding ~~Significant~~Foreign ~~Employees~~Jurisdictions that Prevent Inspections

~~The~~Not following table and text set forth the names and ages of our current directors, executive officers and significant employees as of December 15, 2023. All of the directors will serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among any of the directors and executive officers. From time to time, our directors have received compensation in the form of cash and equity grants for their services on the Board.applicable

Name	Age	Title
Ronald Loudoun	60	Chief Executive Officer and Director
Kermit Harris	49	President and Director.
David F. Lutz	72	Director
Benjamin N. Grier	57	Director
Robert Holcomb	80	Director
Daniel Claycamp	59	President and Director of Astra-Holcomb Energy Systems Inc., a wholly owned subsidiary of the Company.
Rachel Boulds	53	Chief Financial Officer
Lisa Thompson	48	Corporate Secretary of our Company and Corporate Secretary of Astra-Holcomb Energy Systems Inc., a wholly owned subsidiary

Table of Contents

~~The~~Part ~~background and principal occupations of the directors and officers of the Company are as follows:~~III

~~Ronald~~Item W10. ~~Loudoun~~Directors, –Executive ~~(Age~~Officers ~~60)~~and Corporate Governance

~~- Director~~Directors, ~~CEO~~Executive Officers and ~~Chairman~~Significant ~~of Astra Energy Inc.~~Employees

-The ~~Director~~following table and text set forth the names and ages of ~~Regreen~~our ~~Technologies~~current ~~Inc~~directors, executive officers and significant employees as of December 11, 2024. All of the directors will serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among any of the directors and executive officers. From time to time, our directors have received compensation in the form of cash and equity grants for their services on the Board.

Ronald W. Loudoun, age 60, is the CEO and Chairman of the Board of our Company. He is has extensive business development experience in the renewable energy market, and has maintained a longstanding interest in both communicating the need for, and sourcing new methods for conscious minded development and growth. He is a successful business strategist with more than 30 years’ experience as an entrepreneur and real estate developer. He possesses an excellent background in new business development, multi-site operations, performance quality and improvement, and product branding and creation. Distinguished as a meticulous, methodical, hands-on-leader, Mr. Loudoun has been the catalyst for advancement in many business ventures.

Name	Age	Title

Ronald Loudoun	61	Chief Executive Officer and Director

Kermit Harris	50	President and Director.

Jayanti Govindji	81	Director

Robert Holcomb	83	Director

~~Kermit~~The A.background ~~Harris, age 49, is a founder, President~~ and ~~Director~~principal ofoccupations ~~our Company. Mr. Harris has proven and unique transformational leadership skills with over twenty years~~ of ~~experience~~the indirectors ~~real estate acquisition/land development, commercial financing, business development,~~ and ~~restaurant~~officers industries. He has demonstrated high quality cross-functional management qualifications, business strategy, international/governmental engagement, and dynamic leadership. Mr. Harris developed the Company’s renewable division as well as the global bio-fuel supply chain using Regreen Technology. He has full oversight of the ~~entire organization domestic and abroad, working closely with COO Dan Claycamp. Kermit has been with the~~ Company since 2019. From January 2017 to January 2019, he was the Business Development/Acquisition Manager for the Donato Group, Inc. where his responsibilities included identifying opportunities to enhance and streamline operations within any construction/development project to increase the satisfaction levels of municipalities, development entity, and investors when working with their staff/sub-contractors and partners. None of the companies where Mr. Harris was employed prior to being employed by the registrant was a parent, subsidiary or other affiliate of the registrant. These skills working with private and public companies are ~~used~~as ~~to carry out the strategic initiatives of our Company. He is a graduate of Eastern Michigan University’s Gary Owen College of Business, with a Finance Major.~~follows:

9Ronald ~~Table~~W. ofLoudoun ~~Contents~~– (Age 61)

~~Daniel~~- ~~L. Claycamp~~Director, 58 ~~years of age,~~ CEO and ~~Director~~Chairman of Astra~~-Holcomb~~ Energy ~~Systems~~ Inc., and a former COO and Director of our Company. Mr. Claycamp has 36 years of management experience in Plant Construction, Manufacturing, Engineering and Production of Food Grade and USP Grade Chemicals, Corn Milling, Flour Milling, Wet Milling, Oat Milling, Extrusion, Oil Extraction, Ethanol, and Mixing and Blending of Food Grade Ingredients. Skills include: Management of operations, construction, engineering, maintenance, distribution, purchasing, human relations, and accounting management. Strengths in plant management, project management, engineering, plant design and construction, plant operations, risk management, budget finance, quality and safety programs, and team based continuous improvement projects. During the years 2017 and 2018 Dan was the General Manager of Elemental Processing, LLC located in Lexington Kentucky. His responsibilities included engineering, design of new facilities and the management of the employees on the projects. During 2018 he was hired as Vice President of GenCanna Global USA, Inc. where he Managed a $120M capital project responsible for developing, designing, engineering, and constructing a Food Grade Hemp Processing Facility, Storage Elevator, Receiving, Grinding, and Screening, Extraction, RPI, Mixing and Blending, Formulations, and Packaging facilities for processed Hemp products in Mayfield, Kentucky. He remained in this position until he joined the Issuer as the COO in February 2021. None of the companies where Mr. Claycamp was employed prior to being employed by the registrant was a parent, subsidiary or other affiliate of the registrant.

~~His~~- ~~educational~~Director ~~background consists~~ of ~~AC/DC~~Regreen ~~Electrical~~Technologies ~~Theory, Allen Bradley PLC Programming, and Electrical Motor Controls and Circuits: Rend Lake College, Whittington, IL 1997 and he holds a B~~Inc.S. in Milling Science and Management from Kansas State University in 1986. His managerial and technical experience with private and public companies involved in the renewable energy industry qualifies him as a major part of the Company’s mission.

~~David~~Ronald FW. ~~Lutz~~Loudoun, ~~CPA/ABV,~~ ~~CVA/ABAR,~~age ~~CBA~~61, 72is ~~years~~the CEO and Chairman of ~~age,~~the ~~Director~~Board of our Company. He has extensive business development experience in ~~small~~the ~~business~~renewable ~~management~~energy ~~consulting~~market, ~~corporate~~and ~~finance,~~has ~~and~~maintained ~~business~~a ~~valuation.~~longstanding Heinterest ~~has~~in ~~performed~~both ~~and~~communicating ~~supervised~~the ~~over~~need ~~200~~for, ~~business~~and ~~valuations.~~sourcing Henew ~~helped~~methods ~~build~~for aconscious ~~valuation~~minded ~~department~~development ~~that~~and ~~produced~~growth. ~~over~~He ~~500~~is a successful business ~~valuations~~strategist awith ~~year.~~more Inthan ~~corporate~~30 ~~finance~~years’ heexperience ~~helped~~as ~~structure,~~an ~~underwrite,~~entrepreneur and ~~syndicate~~real ~~over~~estate ~~$100~~developer. ~~million~~He inpossesses ~~private~~an ~~and~~excellent ~~public~~background ~~stock~~in ~~offerings. With~~new ~~over~~business 18development, ~~years’~~multi-site ~~experience~~operations, inperformance ~~the~~quality ~~brokerage~~and ~~industry~~improvement, and ~~seven~~product ~~years’~~branding ~~experience~~and ~~with~~creation. aDistinguished ~~major~~as ~~Chicago-based~~a ~~management~~meticulous, ~~consulting~~methodical, ~~firm~~hands-on-leader, Mr. ~~Lutz~~Loudoun has ~~acquired~~been athe ~~unique~~catalyst ~~and~~for ~~diverse~~advancement ~~experience~~ in ~~legal~~many ~~and~~ business ~~matters uncommon among business valuation experts~~ventures.

~~Mr.~~Kermit Lutz has worked with businesses in numerous industries and has assisted clients for a variety of purposes, including merger and acquisitions, sale, succession planning, estate and gift tax, divorce, employee stock ownership plans (ESOPS), various litigation and economic damage mattersA. ~~He has developed reports to assist the emerging company to achieve its goals and has developed strategies to assist the established company to enhance and improve its value in the future.~~Harris,

Inage ~~addition~~50, tois a ~~Certified~~founder, ~~Public~~President ~~Accountant~~and ~~(CPA)~~Director of our Company. Mr. Harris has proven and unique transformational leadership skills with over twenty years of experience in real estate acquisition/land development, commercial financing, business development, and restaurant industries. He has demonstrated high quality cross-functional management qualifications, business strategy, international/governmental engagement, and dynamic leadership. Mr. ~~Lutz~~Harris developed the Company’s ~~valuation~~renewable ~~credentials~~division ~~include~~as well as the ~~Accredited~~global inbio-fuel ~~Business~~supply ~~Valuation~~chain ~~(ABV)~~using ~~designation~~Regreen ~~issued~~Technology. byHe ~~the~~has ~~American~~full ~~Institute~~oversight of ~~Certified~~the ~~Public~~entire ~~Accountants~~organization ~~(AICPA)~~domestically and abroad, working closely with COO Dan Claycamp. Kermit has been with the ~~Certified~~Company ~~Valuation~~since ~~Analyst~~2019. ~~(CVA)~~From January 2017 to January 2019, ~~Certified~~he was the Business ~~Appraiser~~Development/Acquisition ~~(CBA)~~Manager for the Donato Group, Inc. where his responsibilities included identifying opportunities to enhance and ~~Accredited~~streamline inoperations ~~Business~~within ~~Appraisal~~any ~~Review~~construction/development ~~(ABAR)~~project ~~designations~~to ~~issued~~increase the satisfaction levels of municipalities, development entity, and investors when working with their staff/sub-contractors and partners. None of the companies where Mr. Harris was employed prior to being employed by the ~~National~~registrant ~~Association~~was a parent, subsidiary or other affiliate of ~~Certified~~the registrant. ~~Valuation~~These ~~Analysts~~skills ~~(NACVA)~~working with private and public companies are used to carry out the strategic initiatives of our Company. He is a graduate of Eastern Michigan University’s Gary Owen College of Business, with a Finance Major.

HeJayanti ~~earned~~Govindji ~~the~~M.D., ~~‘The~~81 ~~Best~~years ~~Certified~~of ~~Business~~age, ~~Appraisal’~~Director, ~~Award~~brings ~~from~~a wealth of business acumen with extensive experience in negotiation and constructing, developing and managing multiple successful business ventures in the ~~Institute~~hospitality ofand ~~Business~~pharmaceutical ~~Appraisers~~industries, ~~(IBA)~~in ~~prior~~addition to ~~its~~growing ~~merger/acquisition~~his byfamily-owned ~~NACVA~~hotel hospitality empire that boasts some of the top brands in the hotel industry including Marriott, Hilton and IHG brands. This ~~award~~follows ~~has~~his ~~been~~35 ~~earned~~years byof ~~only~~medical ~~eight~~practice ~~other~~in ~~individuals~~Utah ~~since~~where ~~the~~he ~~IBA~~successfully ~~was~~established ~~founded~~an inobstetrical ~~1978,~~department ~~see~~at ~~attached~~Utah ~~award~~Valley ~~letter~~Regional Medical Center.

MrDr. ~~Lutz~~Govindji isobtained ahis ~~member~~medical ofdegree ~~the~~from ~~American Institute of Certified Public Accountants (AICPA),~~ the ~~National~~prestigious ~~Association of Certified Valuation Analysts (NACVA)~~M.S. HeUniversity ~~was~~of aBaroda, ~~Captain in the United States Air Force as a Budget Officer~~India. He ~~earned~~completed his ~~Bachelor~~medical ofresidency ~~Science~~ in ~~Accounting~~anesthesia at the ~~University~~renowned ofAddenbrooke's ~~Northern~~Hospital ~~Colorado~~in Cambridge, UK and ~~graduate~~also ~~work~~completed inhis ~~business~~USA ~~administration~~medical ~~and~~practice ~~accountancy~~requirements at ~~the~~Beth ~~University~~Israel ofMedical ~~Oklahoma~~Center in New York.

~~Benjamin~~Robert N.Holcomb ~~Grier~~MD, JDPh.D., ~~CPA,~~83 ~~CTP, 56~~ years of age, Director, ~~brings~~is ~~with him 20 plus years of experience in accounting and auditing~~Co-Owner, ~~finance~~Co-Founder, ~~treasury, tax~~ and ~~legal~~Co-Manager ~~matters.~~of ~~Mr.~~Holcomb ~~Grier’s~~Scientific ~~expertise includes~~Research, ~~financial~~an ~~audits,~~Irish-based ~~investments~~research and ~~cash~~development ~~management,~~company ~~financial~~setting ~~planning~~a &new ~~analysis~~industry ~~(FP&A),~~standard ~~tax,~~in ~~and~~electric ~~risk~~power ~~and litigation management, and negotiations~~generation.

~~Mr.~~With ~~Grier~~decades ~~has~~of ~~held~~experience across the ~~position~~medical, ofscientific, ~~Director~~and ofenergy ~~Treasury~~industries, ~~Services~~Dr. ~~since~~Holcomb ~~August~~is ~~2007 with~~ a ~~large~~pioneer ~~insurance~~in ~~company~~modern ~~and~~invention ~~served~~with ashundreds ~~Assistant~~of ~~General~~patents ~~Counsel~~across ata ~~the~~range ~~same~~of ~~company~~industries from ~~2004~~breakthrough clean energy solutions to ~~2007.~~medical ~~From~~devices ~~2000~~such toas ~~2003~~MagnaBloc, Mrwhich achieved approximately $1 billion in worldwide sales. ~~Grier~~He ~~was~~has ~~Associate~~also ~~General~~patented ~~Counsel~~numerous atenvironmentally ~~another~~friendly ~~Michigan~~products, ~~based~~processes, ~~insurance~~and ~~company.~~devices, ~~Mr.~~including ~~Grier~~a ~~previously~~CO2 ~~worked~~converter asthat ancaptures ~~attorney~~CO2 ~~and~~in anpower ~~accountant~~plant emissions and in ~~private~~the ~~practice~~atmosphere and asconverts ait ~~Credit~~back ~~Analyst~~to ~~and~~its ~~Commercial~~base ~~Loan~~elements, ~~Officer at~~as well as a ~~Michigan~~unique ~~based~~water ~~bank~~purification system.

~~Mr.~~10 ~~Grier~~Table ~~obtained his Juris Doctor (Tax Law), Cum Laude, from Michigan State University – College~~ of Law and a Bachelor of Arts in Financial Administration from Michigan State University. Mr. Grier is a Certified Treasury Professional (CTP) and is a Licensed Attorney and Certified Public Accountant in the State of Michigan.Contents

~~Dr.~~He ~~Robert~~spent ~~Holcomb~~almost ~~MD,~~20 ~~Ph.D.,~~years 80as ~~years~~a child and adult neurologist on the faculty of ~~age,~~the ~~Director,~~Vanderbilt isUniversity ~~Co-Owner,~~School ~~Co-Founder~~of Medicine in Nashville, one of the nation’s longest serving and ~~Co-Manager~~most ofprestigious ~~Holcomb~~academic ~~Scientific~~medical ~~Research,~~centers. ~~Irish-based~~During ~~research~~this time, ~~and~~he ~~development~~regularly ~~company~~published ~~setting~~articles in a ~~new~~series ~~industry~~of ~~standard~~medical inand ~~electric~~scientific ~~power~~journals ~~generation~~and traveled around the world delivering lectures.

~~With~~The ~~decades~~Board ~~of experience across the medical, scientific,~~ and energy industries, Dr. Holcomb is a pioneer in modern invention with hundreds of patents across a range of industries from breakthrough clean energy solutions to medical devices such as MagnaBloc, which achieved approximately $1 billion in worldwide sales. He has also patented numerous environmentally friendly products, processes, and devices, including a CO2 converter that captures CO2 in power plant emissions and in the atmosphere and converts it back to its base elements, and a unique water purification system.Committees

HeOur ~~spent~~Board ~~almost~~has ~~20 years as a child and adult neurologist on the faculty of the Vanderbilt University School of Medicine in Nashville,~~ one ~~of the nation’s longest serving and most prestigious academic medical centers. During this time~~committee, ~~he regularly published articles in a series of medical and scientific journals and traveled around~~ the ~~world~~Audit ~~delivering lectures~~Committee.

10Audit ~~Table of Contents~~Committee

~~Rachel~~Benjamin ~~Boulds, CPA,~~N. ~~age~~Grier ~~53,~~and isJayanti ~~the~~Govindji ~~contracted~~are ~~Chief~~the ~~Financial~~members ~~Officer~~ of our ~~Company~~Audit ~~with~~Committee ~~over 20 years of experience in the audit~~ and ~~related~~Benjamin ~~financial reporting fields~~N. ~~She~~Grier isserved ~~responsible~~as ~~for~~ the ~~Company’s~~chairperson ~~financial~~through ~~reporting,~~to ~~audit~~his ~~consulting,~~resignation ~~bookkeeping,~~on ~~and~~December ~~business~~2, ~~operation~~2024. ~~consulting~~Benjamin ~~services~~N. ~~preparation~~Grier ~~of period-end financial statements, footnotes~~ and ~~Management~~Jayanti ~~Discussion~~Govindji ~~and~~meet ~~Analysis~~the inindependence ~~conformity~~standards ~~with~~promulgated USby ~~GAAP~~the ~~and~~ SEC ~~reporting~~and ~~rules~~by asNASDAQ ~~well~~ as ~~consultation~~such onstandards ~~complex~~apply ~~accounting~~specifically ~~matters and working closely with client staff, auditors and legal counsel~~ to ~~prepare,~~members ~~review~~of ~~and file periodic public financial information, including Forms 10-Q and 10-K. After graduating from San Jose University with a BS in Accounting, she stared her career in the~~ audit ~~department of Price WaterhouseCooper~~committees. ~~Rachel Boulds, CPA has been engaged in her sole accounting practice which she has led since 2009.~~

~~Lisa~~Benjamin VN. ~~Thompson~~Grier, ~~age~~ ~~48,~~a ismember ~~the Company’s Corporate Secretary and the Corporate Secretary~~ of ~~Astra-Holcomb Energy Systems Inc. She has over 20 years-experience as a dependable and resourceful securities paralegal specialist. As~~ the ~~Corporate~~audit ~~Secretary,~~committee ~~she~~is ~~excels~~an at“audit ~~communication~~committee ~~and~~financial ~~collaborating with a diverse range of legal and company personnel~~expert,” ~~executive~~as ~~officers~~that ~~and~~term ~~board of directors. She conducts all legal business professionally with corporate counsel and with minimal supervision. Lisa~~ is ~~experienced~~defined in ~~the~~Item ~~preparation~~407(d)(5)(ii) of ~~regulatory~~Regulation ~~filings~~S-K, ~~for US~~ and ~~Canadian~~Benjamin ~~Securities Commissions~~N. ~~She~~Grier ~~is extremely organized with advanced technical~~ and ~~corporate~~Jayanti ~~skills.~~Govindji ~~Her~~are ~~position~~both ~~with~~“independent” ~~our~~as ~~publicly~~that ~~traded~~term ~~Company~~ is ~~very~~defined ~~valuable.~~in ~~From~~Rule ~~2016~~5605(a) ~~to January~~ of ~~2020, Ms. Thompson was~~ the ~~operations~~Nasdaq ~~manager~~Marketplace ~~for PubCo Reporting Services, Inc~~Rules. which was an EDGAR Filer and Corporate Secretary Consulting Services. In January of 2020 she started Meraki Corporate Services, Inc. where she provides corporate secretary consulting services. She has been under contract as an employee with our company since October 1, 2020. None of the companies where Lisa holds Legal Secretary and Paralegal certificates from Capilano University, North Vancouver BC; Legal Secretary Certificate and Business Management Diploma from Kwantlen University College, Richmond BC.

~~The~~We ~~Board~~adopted and ~~Committees~~approved a charter for the Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:

~~Our~~· ~~Board~~evaluate ~~has~~the ~~one~~independence ~~committee~~and performance of, and assesses the ~~Audit~~qualifications ~~Committee.~~of, our independent auditor, and engages such independent auditor; · approve the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor; · monitor the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law; · review the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

~~Audit~~11 ~~Committee~~Table of Contents

~~David~~· F.oversee ~~Lutz~~all ~~and~~aspects ~~Benjamin~~our N.systems ~~Grier~~of ~~are~~internal ~~the~~accounting ~~members~~control and corporate governance functions on behalf of ~~our~~the ~~Audit~~board; ~~Committee~~· review and ~~David~~approves F.in ~~Lutz~~advance ~~serves~~any asproposed related-party transactions and report to the ~~chairperson.~~full ~~David~~Board F.of ~~Lutz~~Directors on any approved transactions; and ~~Benjamin~~· N.provide ~~Grier~~oversight ~~Committee~~assistance ~~meet~~in ~~the~~connection ~~independence~~with ~~standards~~legal, ~~promulgated~~ethical and risk management compliance programs established by management and the ~~SEC~~Board ~~and~~of byDirectors, ~~NASDAQ~~including asSarbanes-Oxley ~~such~~Act ~~standards~~implementation, ~~apply~~and ~~specifically~~makes recommendations to ~~members~~the Board of ~~audit~~Directors ~~committees~~regarding corporate governance issues and policy decisions.

~~David~~It ~~Lutz,~~is adetermined ~~member~~that ofBenjamin ~~the~~N. ~~audit~~Grier ~~committee~~possesses isaccounting anor ~~“audit~~related ~~committee~~ financial ~~expert,”~~management asexperience that ~~term~~qualifies ishim ~~defined~~as inan ~~Item~~“audit ~~407(d)(5)(ii)~~committee offinancial ~~Regulation S-K, and David F. Lutz and Benjamin N. Grier are both “independent~~expert” as ~~that~~defined ~~term~~by isthe ~~defined~~rules inand ~~Rule~~regulations ~~5605(a)~~ of the ~~Nasdaq Marketplace Rules~~SEC.

WeIndependence ~~adopted~~of ~~and approved a charter for~~ the ~~Audit Committee. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:~~Board

·As ~~evaluate~~required under the ~~independence~~Nasdaq ~~and~~Stock ~~performance~~Market oflisting standards, ~~and~~a ~~assesses~~majority of the ~~qualifications~~members of, ~~our~~a ~~independent~~listed ~~auditor,~~company’s ~~and~~Board ~~engages~~of ~~such~~Directors ~~independent~~must ~~auditor;~~qualify ·as ~~approve~~“independent,” ~~the~~as ~~plan~~affirmatively ~~and~~determined ~~fees~~by ~~for~~ the ~~annual~~Board ~~audit,~~of ~~quarterly~~Directors. ~~reviews,~~Our ~~tax~~Board ~~and~~has ~~other~~undertaken ~~audit-related~~a ~~services,~~review ~~and~~of ~~approves~~the inindependence ~~advance~~of ~~any~~each ~~non-audit~~director. ~~service~~Based toon beinformation provided by ~~the~~each ~~independent~~director ~~auditor;~~concerning ·her ~~monitor~~or ~~the~~his ~~independence~~background, ofemployment, ~~the~~and ~~independent~~affiliations, ~~auditor~~our ~~and~~board ~~the~~has ~~rotation~~determined ofthat ~~partners~~Benjamin ofN. ~~the~~Grier ~~independent~~and ~~auditor~~Jayanti onGovindji ~~our~~do ~~engagement~~not ~~team~~have asrelationships ~~required~~that bywould ~~law;~~interfere ·with ~~review~~ the ~~financial~~exercise ~~statements~~of toindependent bejudgment ~~included~~ in ~~our~~carrying ~~Annual~~out ~~Report~~the onresponsibilities ~~Form~~of ~~10-K~~a director and ~~Quarterly~~that ~~Reports~~each onof ~~Form~~these ~~10-Q~~directors ~~and~~is ~~reviews~~“independent” ~~with~~as ~~management~~that ~~and~~term ~~the~~is ~~independent~~defined ~~auditors~~under the ~~results~~listing ofrequirements ~~the annual audit~~ and ~~reviews~~rules of ~~our quarterly financial statements;~~Nasdaq.

11In ~~Table~~making this determination, the Board found that none of ~~Contents~~these directors had a material or other disqualifying relationship with the Company.

·Conflicts ~~oversee all aspects our systems~~ of internal accounting control and corporate governance functions on behalf of the board; · review and approves in advance any proposed related-party transactions and report to the full Board of Directors on any approved transactions; and · provide oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board of Directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board of Directors regarding corporate governance issues and policy decisions.Interest

ItMembers isof ~~determined~~our ~~that~~management ~~David~~are F.associated ~~Lutz~~with ~~possesses~~other ~~accounting~~firms orinvolved ~~related~~in ~~financial~~a ~~management~~range ~~experience~~of ~~that~~business ~~qualifies~~activities. ~~him~~Consequently, asthere anare ~~“audit~~potential ~~committee~~inherent ~~financial~~conflicts ~~expert”~~of asinterest ~~defined~~in bytheir ~~the~~acting ~~rules~~as officers and ~~regulations~~directors of our company. Although the ~~SEC~~directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

~~Independence~~Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the ~~Board~~purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

AsOur ~~required~~officers ~~under~~and ~~the~~directors ~~Nasdaq~~are, ~~Stock~~so ~~Market~~long ~~listing~~as ~~standards~~they are our officers or directors, asubject ~~majority~~to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the ~~members~~performance of atheir ~~listed~~duties ~~company’s~~or ~~Board~~in ofany ~~Directors~~other ~~must~~manner, ~~qualify~~will asbe ~~“independent~~considered opportunities of,” asand ~~affirmatively~~be ~~determined~~made byavailable to us and the ~~Board~~companies ofthat ~~Directors~~they are affiliated with on an equal basis. ~~Our~~A ~~Board~~breach ~~has~~of ~~undertaken~~this requirement will be a ~~review~~breach of the ~~independence~~fiduciary duties of ~~each~~the officer or director. ~~Based~~If onwe ~~information~~or ~~provided~~the bycompanies ~~each~~with ~~director~~which ~~concerning~~the ~~her~~officers orand ~~his~~directors ~~background,~~are ~~employment,~~affiliated ~~and~~both ~~affiliations,~~desires ~~our~~to ~~board~~take ~~has~~advantage ~~determined~~of ~~that~~an ~~David~~opportunity, F.then ~~Lutz~~said officers and ~~Benjamin~~directors N.would ~~Grier~~abstain dofrom ~~not~~negotiating ~~have~~and ~~relationships~~voting ~~that~~upon ~~would interfere with~~ the ~~exercise~~opportunity. ofHowever, ~~independent~~all ~~judgment~~directors inmay ~~carrying~~still ~~out~~individually ~~the~~take ~~responsibilities~~advantage of aopportunities ~~director~~if ~~and~~we ~~that~~should ~~each~~decline ofto ~~these~~do ~~directors~~so. isExcept ~~“independent”~~ as ~~that~~set ~~term~~forth isabove, ~~defined~~we ~~under~~have ~~the~~not ~~listing~~adopted ~~requirements~~any ~~and~~other ~~rules~~conflict of ~~Nasdaq~~interest policy with respect to such transactions.

In12 ~~making~~Table ~~this determination, the Board found that none~~ of ~~these directors had a material or other disqualifying relationship with the Company.~~Contents

~~Conflicts~~Involvement ofin ~~Interest~~Certain Legal Proceedings

~~Members~~No director, person nominated to become a director, executive officer, promoter or control person of ~~our~~the ~~management~~Company ~~are~~has, ~~associated~~during ~~with~~the ~~other~~last ~~firms~~ten ~~involved~~years: (i) been convicted in or is currently subject to a ~~range~~pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of ~~business~~a ~~activities.~~judicial ~~Consequently~~or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, ~~there~~decree ~~are~~or ~~potential~~final ~~inherent~~order ~~conflicts~~enjoining future violations of, ~~interest~~or prohibiting or mandating activities subject to any Federal or state securities or banking or commodities laws including, without limitation, in ~~their~~any ~~acting~~way aslimiting ~~officers~~involvement ~~and~~in ~~directors~~any business activity, or finding any violation with respect to such law; (iii) has any bankruptcy petition been filed by or against the business of ~~our~~which ~~company.~~such ~~Although~~person was an executive officer or a general partner, whether at the ~~directors~~time ~~are~~of ~~engaged~~the inbankruptcy ~~other~~or ~~business~~for ~~activities~~the two years prior thereto; (iv) been the subject of, weor ~~anticipate~~a ~~they~~party ~~will~~to, ~~devote~~any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an ~~important~~alleged ~~amount~~violation of: ~~time~~(a) Any Federal or State securities or commodities law or regulation; or (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, ~~our~~a ~~affairs~~temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; nor (v) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member (covering stock, commodities or derivatives exchanges, or other SROs).

~~Our~~Code ~~officers and directors are now and may in the future become shareholders, officers or directors~~ of ~~other~~Conduct companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and ~~may relate to our business operations.~~Ethics

~~Our~~We ~~officers~~have ~~and~~adopted ~~directors~~a ~~are,~~written socode ~~long~~of asethics ~~they~~that ~~are~~applies ~~our~~to ~~officers~~all or directors, ~~subject~~officers toand ~~the~~employees ~~restriction~~in ~~that~~accordance ~~all~~with ~~opportunities~~the ~~contemplated~~rules ~~by our plan~~ of ~~operation~~the ~~which~~NASDAQ ~~come~~Stock toMarket ~~their~~and ~~attention, either in~~ the ~~performance~~SEC. ofWe ~~their~~have ~~duties~~filed ora incopy ~~any~~of ~~other~~our ~~manner,~~code ~~will be considered opportunities~~ of, ~~and~~ethics beas ~~made~~an ~~available~~exhibit to usour ~~and~~Registration ~~the~~Statement ~~companies~~filed ~~that they are affiliated with~~ on anForm ~~equal basis~~S-1. AYou ~~breach of this requirement~~ will be aable ~~breach~~to ofreview ~~the~~these ~~fiduciary~~documents ~~duties~~by ofaccessing ~~the~~our ~~officer~~public orfilings ~~director.~~at ~~If we or~~ the ~~companies~~SEC’s ~~with~~web ~~which~~site ~~the~~at ~~officers~~sec.report. ~~and~~In ~~directors~~addition, ~~are~~a ~~affiliated~~copy ~~both~~of ~~desires~~the tocode ~~take advantage~~ of anethics ~~opportunity,~~will ~~then~~be ~~said~~provided ~~officers~~without ~~and~~charge ~~directors~~upon ~~would~~request ~~abstain~~ from ~~negotiating and voting upon the opportunity~~us. ~~However,~~We ~~all~~intend ~~directors~~to ~~may~~disclose ~~still~~any ~~individually~~amendments ~~take advantage of opportunities if we should decline~~ to door ~~so.~~waivers ~~Except~~of ascertain ~~set~~provisions ~~forth~~of ~~above,~~our wecode ~~have not adopted any other conflict~~ of ~~interest~~ethics ~~policy~~in ~~with~~a ~~respect~~Current toReport ~~such~~on ~~transactions~~Form 8-K.

~~Involvement~~Item in11. ~~Certain~~Executive ~~Legal Proceedings~~ Compensation

NoThe ~~director,~~following ~~person~~tables ~~nominated~~set toforth ~~become~~certain ainformation ~~director,~~concerning ~~executive~~all ~~officer,~~compensation ~~promoter or control person of the Company has~~paid, ~~during~~earned ~~the last ten years: (i) been convicted in~~ or isaccrued ~~currently~~for ~~subject~~service toby aour pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgmentPresident, ~~decree~~Chief orOperating ~~final order enjoining future violations of~~Officer, orPrincipal ~~prohibiting~~Financial orOfficer ~~mandating~~and ~~activities~~Corporate ~~subject~~Secretary ~~to any Federal or state securities or banking or commodities laws including, without limitation,~~ in ~~any way limiting involvement in any business activity, or finding any violation with respect to such law; (iii) has any bankruptcy petition been filed by or against~~ the ~~business~~fiscal ~~of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two~~ years ~~prior~~ended ~~thereto;~~August ~~(iv) been the subject of~~31, or2024 aand ~~party~~2023. ~~to,~~This ~~any~~table ~~Federal~~consists ~~or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation~~ of: ~~(a)~~all ~~Any~~the ~~Federal~~executive orofficers State securities or commodities law or regulation; or (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; nor (v) been the ~~subject~~Company ~~of,~~who orserved ~~a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined~~ in ~~Section~~such ~~3(a)(26)~~capacity ofat the ~~Exchange~~end ~~Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)~~ of the ~~Commodity~~fiscal ~~Exchange Act (7 U~~year.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member (covering stock, commodities or derivatives exchanges, or other SROs).

1213 Table of Contents

~~Code~~2024 ofAND ~~Conduct~~2023 ~~and~~SUMMARY ~~Ethics~~COMPENSATION TABLE

We have adopted a written code of ethics that applies to all directors, officers and employees in accordance with the rules of the NASDAQ Stock Market and the SEC. We have filed a copy of our code of ethics as an exhibit to our Registration Statement filed on Form S-1. You will be able to review these documents by accessing our public filings at the SEC’s web site at sec.report. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

Name and Principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Ronald Loudoun	2024	$	120,000		-		-		-		-		-		-	$	120,000
CEO (1)	2023	$	90,000		-		-		-		-		-		-	$	90,000
Kermit Harris	2024	$	30,000	$	-	$	-	$	-	$	-	$	-	$	-	$	30,000
President	2023	$	60,000	$	-	$	420,000	$	-	$	-	$	-	$	-	$	480,000
Claudio Flamini⁽²⁾	2024	$	126,000	$	-	$	-	$	-	$	-	$	-	$	-	$	126,000
CFO	2023	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Rachel Boulds⁽⁴⁾	2024	$	15,000	$	-	$	-	$	-	$	-	$	-	$	-	$	15,000
CFO	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000
Lisa Thompson⁽³⁾	2024	$	12,000	$	-	$	-	$	-	$	-	$	-	$	-	$	12,000
Corporate Secretary	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000

Item 11. Executive Compensation

	(1)	Mr. Loudoun was appointed CEO and director of the Company on July 3, 2023.

	(2)	Mr. Flamini was appointed CFO of the Company on March 18, 2024.

	(3)	Mrs. Thompson resigned as Corporate Secretary on February 9, 2024.

	(4)	Ms. Boulds resigned as CFO on March 18, 2024.

~~The~~Compensation following tables set forth certain information concerning all compensation paid, earned or accrued for service by our President, Chief Operating Officer, Principal Financial Officer and Corporate Secretary in the fiscal years ended August 31, 2023 and 2022. This table consists of ~~all~~Executive ~~the executive officers of the Company who served in such capacity at the end of the fiscal year.~~Officers

~~2023~~Each ~~AND~~of ~~2022~~the ~~SUMMARY~~executive ~~COMPENSATION~~officers ~~TABLE~~has a services or consulting agreement with our company.

Name and Principal position	Year	Salary($)		Bonus($)		Stock awards($)		Option awards($)		Non-equity incentive plan compensation($)		Change in pension value and nonqualified deferred compensation earnings($)		All other compensation($)		Total($)
Ronald Loudoun	2023	$	90,000		-		-		-		-		-		-	$	90,000
CEO (1)	2022	$	-		-		-		-		-		-		-	$	-
Kermit Harris	2023	$	60,000	$	-	$	420,000	$	-	$	-	$	-	$	-	$	60,000
President	2022	$	60,000	$	-	$	-	$	-	$	-	$	-	$	-	$	67,500
Daniel Claycamp(2)	2023	$	40,000	$	-	$	-	$	-	$	-	$	-	$	-	$	40,000
CEO, Astra-Holcomb Energy Systems Inc.	2022	$	120,000	$	-	$	-	$	-	$	-	$	-	$	-	$	120,000
Rachel Boulds	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000
CFO	2022	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000
Lisa Thompson(3)	2023	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000
Corporate Secretary	2022	$	24,000	$	-	$	-	$	-	$	-	$	-	$	-	$	24,000

On October 1, 2020, we entered into a services agreement with Kermit Harris, wherein, Mr. Harris will receive a monthly fee of $5,000. In addition, Mr. Harris received 500,000 pre-split shares of common stock of the Company pursuant to his agreement. On January 16, 2023, Mr. Harris received 2,000,000 common shares in exchange for services rendered.

	(1)	Mr. Loudoun was appointed CEO and director of the Company on July 3, 2023.
	(2)	Mr. Claycamp was appointed a director of the Company on August 4, 2021 and as COO on February 1, 2021. Mr. Claycamp resigned both positions on November 3, 2022. Mr. Claycamp was appointed as CEO and a director of Astra-Holcomb Energy Systems Inc. on August 17, 2022.
	(3)	Mrs. Thompson was appointed Corporate Secretary of the Company on October 1, 2020 and was appointed Corporate Secretary of Astra-Holcomb Energy Systems Inc. on August 17, 2022.

On October 3, 2020, we entered into a services agreement with Lisa Thompson, wherein, Ms. Thompson will receive a monthly fee of $2,000. In addition, Ms. Thompson received 100,000 pre-split shares of common stock of the Company pursuant to her agreement.

13On ~~Table~~January 16, 2021, we entered into a contract services agreement with Rachel Boulds, wherein, Ms. Boulds will receive a monthly fee of ~~Contents~~$2,000. In addition, Ms. Boulds received 50,000 pre-split shares of common stock of the Company pursuant to her agreement.

~~Compensation~~On February 1, 2021, we entered into a consulting agreement with Daniel Claycamp, wherein Mr. Claycamp will receive an hourly fee for services. In addition, Mr. Claycamp received 250,000 pre-split shares of ~~Executive~~common ~~Officers~~stock pursuant to his agreement. On February 11, 2022, Mr. Claycamp received an additional 250,000 shares of common stock.

~~Each~~On ofDecember ~~the~~1, ~~executive~~2022, ~~officers~~we ~~has~~entered into a services ~~or consulting~~ agreement with ~~our~~Ronald ~~company~~Loudoun, wherein, Mr. Loudoun will receive a monthly fee of $10,000.

On14 ~~October~~Table ~~1, 2020, we entered into a services agreement with Kermit Harris, wherein, Mr. Harris will receive a monthly fee~~ of $5,000. In addition, Mr. Harris received 500,000 pre-split shares of common stock of the Company pursuant to his agreement. On January 16, 2023, Mr. Harris received 2,000,000 common shares in exchange for services rendered.Contents

On ~~October~~March 318, ~~2020~~2024, we entered into aan ~~services~~ agreement with ~~Lisa~~Claudio ~~Thompson~~Flamini, wherein, MsMr. ~~Thompson~~Flamini will receive a monthly ~~fee~~salary of $220,000. In addition, MsMr. ~~Thompson~~Flamini ~~received~~will ~~100~~receive 250,000 ~~pre-split~~ shares of common stock of the Company pursuant to ~~her~~his agreement.

OnThe ~~January~~Company ~~16,~~does ~~2021,~~not wehave ~~entered into~~ a ~~contract~~compensation ~~services~~committee. ~~agreement~~Given ~~with~~the ~~Rachel~~nature ~~Boulds,~~of ~~wherein,~~the ~~Ms.~~Company’s ~~Boulds~~business ~~will~~and ~~receive~~the acurrent ~~monthly~~composition ~~fee~~ of $2management,~~000.~~ Inthe ~~addition,~~board ~~Ms.~~of ~~Boulds~~directors ~~received~~does ~~50,000~~not ~~pre-split~~believe ~~shares~~that ofthe ~~common~~Company ~~stock~~requires ofa ~~the~~compensation ~~Company~~committee ~~pursuant~~at tothis ~~her agreement~~time.

OnCompensation ~~February 1, 2021, we entered into a consulting agreement with Daniel Claycamp, wherein Mr. Claycamp will receive an hourly fee for services. In addition, Mr. Claycamp received 250,000 pre-split shares~~ of ~~common stock pursuant to his agreement. On February 11, 2022, Mr. Claycamp received an additional 250,000 shares of common stock.~~Directors

OnWe ~~December~~have 1,no ~~2022~~arrangements for the remuneration of our directors, weexcept ~~entered~~that ~~into~~they awill ~~services~~be ~~agreement~~entitled ~~with~~to ~~Ronald~~receive ~~Loudoun~~reimbursement for actual, ~~wherein~~demonstrable out-of-pocket expenses, ~~Mr.~~including ~~Loudoun~~travel ~~will~~expenses, ~~receive~~if aany, ~~monthly~~made ~~fee~~on our behalf in the investigation of ~~$10,000.~~business opportunities.

~~The~~Item ~~Company does not have a compensation committee~~12. ~~Given~~Security ~~the~~Ownership ~~nature~~ of ~~the~~Certain ~~Company’s~~Beneficial ~~business~~Owners and ~~the~~Management ~~current~~Related ~~composition~~Stockholder ~~of management, the board of directors does not believe that the Company requires a compensation committee at this time.~~Matters

~~Compensation~~The following table sets forth, as of ~~Directors~~August 31, 2024, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially 5% or more of our outstanding Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:

We have no arrangements for the remuneration of our directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common	Ronald Loudoun⁽¹⁾ Vancouver, BC		-		-	%
Common	Kermit A Harris⁽²⁾ Southfield, Michigan		3,500,000		4.81	%
Common	Claudio Flamini⁽³⁾ Lakewood Ranch, FL		125,000		0.17	%

Common	Jayanti Govindji⁽⁴⁾ Sarasota, FL		100,000		.14	%
Common	Benjamin N. Grier⁽⁵⁾ Southfield, MI		210,000		.29	%
Common	Albert Mardikian⁽⁶⁾ Huntington Beach, CA		10,000,000		13.73	%
	Directors and Officers as a Group (6 persons)		13,935,000		19.14	%
Common	Alita Capital Inc. (Ron Loudoun) Poway, CA		3,989,714		5.48	%
Common	Trimark Capital Partners Inc. (Ron Loudoun) Grand Cayman, Cayman Islands		6,000,000		8.24	%
Common	HRE Scientific Holdings Ltd. (Robert Holcomb) Sarasota, CA		10,000,000		13.73	%

1415 Table of Contents

~~Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters~~__________

The following table sets forth, as of August 31, 2023, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially 5% or more of our outstanding Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:

(1) (2)	Mr. Loudoun was appointed CEO and director of the Company on July 3, 2023. Mr. Harris was appointed President and Director on October 1, 2020.

(3)	Mr. Flamini was appointed CFO of the Company on March 18, 2024.

(4)	Mr. Govindji was appointed a director on October 25, 2023.

(5)	Mr. Grier was appointed a director on July 28, 2022. Mr. Grier resigned on December 2, 2024.

(6)	Mr. Mardikian is a Director of Regreen Technologies Inc.

Title of Class	Name and Address ofBeneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common	Ronald Loudoun(1)Vancouver, BC		-		-	%
Common	Kermit A Harris(1) Southfield, Michigan		3,500,000		4.65	%
Common	Rachel Boulds(2) Murray, UT		150,000		.019	%
Common	Daniel L Claycamp(3) West Frankfort, IL		250,000		0.33	%
Common	Lisa Thompson(4)Langley, British Columbia, Canada		250,000		.033	%
Common	David F. Lutz(5)Golden, CO		50,000		.006	%
Common	Benjamin N. Grier(6)Southfield, MI		110,000		.014	%
Common	Albert Mardikian(7)Huntington Beach, CA		10,000,000		13.3	%
Common	Robert Holcomb(8)Sarasota, FL		10,000,000		13.3	%
	Directors and Officers as a Group(8 persons)		24,310,000		32.07	%
Common	Alita Capital Inc.(Ron Loudon)Poway, CA		3,989,714		5.30	%
Common	Trimark Capital Partners Inc.(Ron Loudon)Grand Cayman, Cayman Islands		6,000,000		7.98	%
Common	HRE Scientific Holdings Ltd.(Robert Holcomb)Sarasota, CA		5,000,000		6.65	%

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or dispositive power as well as any shares that the individual has the right to acquire within 60 days of the date through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock held by that person. The percentage of shares beneficially owned is computed on the basis of 72,810,382 shares of our common stock outstanding as of the date of this annual report.

~~__________~~ The following table sets forth, as of October 22, 2024, certain information concerning the beneficial ownership of our Preferred Stock:

(1)	Mr. Harris was appointed President and Director on October 1, 2020
Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
(2)	Ms. Boulds was appointed CFO on January 19, 2021.
Preferred A		Vision Opportunity Master Fund, Ltd. 317 Madison Avenue, Suite 1220, New York, NY		7,774		100	%
(3)	Mr. Claycamp was appointed a director of the Company on August 4, 2021 and as COO on February 1, 2021. Mr. Claycamp resigned both positions on November 3, 2022. Mr. Claycamp was appointed as CEO and a director of Astra-Holcomb Energy Systems Inc. on August 17, 2022.
(4)	Ms. Thompson was appointed Corporate Secretary of the Company on October 1, 2020 and as Corporate Secretary of Astra-Holcomb Energy Systems Inc. on August 17, 2022.
(5)	Mr. Lutz was appointed a director on July 28, 2022.
(6)	Mr. Grier was appointed a director on July 28, 2022.
(7)	Mr. Mardikian is a Director of Regreen Technologies Inc.
(8)	Mr. Holcomb was appointed a director on September 15, 2023

15Item ~~Table~~13. ofCertain ~~Contents~~Relationships and Related Transactions, and Director Independence

~~The~~ During ~~number~~the ofyear ~~shares~~ended ~~beneficially~~August ~~owned by each entity~~31, ~~person~~2023, ~~director~~the orCompany ~~executive~~entered ~~officer~~into isa ~~determined~~services inagreement ~~accordance~~ with the ~~rules~~CEO ~~of the SEC,~~ and ~~the~~director ~~information is not necessarily indicative~~ of ~~beneficial~~a ~~ownership~~wholly-owned ~~for any other purpose. Under such rules~~subsidiary, ~~beneficial~~whereby ~~ownership includes any shares over which~~ the ~~individual~~Company ~~has~~agreed ~~sole or shared voting power or dispositive power as well as any shares that the individual has the right~~ to ~~acquire~~issue ~~within 60 days of the date through the exercise of any stock option~~200,000 ~~warrants~~common ~~or other rights~~shares. ~~Except~~The asshares ~~otherwise~~were ~~indicated,~~valued ~~and~~based ~~subject~~on ~~to applicable community property laws,~~ the ~~persons~~closing ~~named~~stock inprice ~~the table have sole voting and dispositive power with respect to all shares~~ of ~~common stock held by that person~~$2.10 ~~The percentage of shares beneficially owned is computed~~ on the ~~basis~~date of 66the agreement,~~774,540~~ ~~shares~~for oftotal ~~our~~non-cash ~~common~~compensation ~~stock outstanding as~~ of ~~the date of this annual report~~$420,000.

~~The~~During ~~following~~the ~~table~~year ~~sets~~ended ~~forth~~August 31, as2023, the Company entered into a services agreement with the Vice President of ~~November~~a 30wholly-owned subsidiary, ~~2023~~whereby the Company agreed to issue 200,000 ~~certain~~common ~~information~~shares. ~~concerning~~The shares were valued based on the ~~beneficial~~closing ~~ownership~~stock price of ~~our~~$2.33 ~~Preferred~~on ~~Stock:~~the date of the agreement, for total non-cash compensation of $466,000. During the year ended August 31, 2023, the Vice President received $12,000 cash for services rendered.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Preferred A	Vision Opportunity Master Fund, Ltd. 317 Madison Avenue, Suite 1220, New York, NY	7,774	100	%

During the year ended August 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly-owned subsidiary, whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price of $0.25 on the date of the agreement, for total non-cash compensation of $22,500. The COO was entitled to invoice the Company for $12,500 for services for the month of January, 2023. The services agreement was terminated effective February 1, 2023 and the COO has not invoiced the subsidiary for any services.

~~Item~~16 ~~13.~~Table ~~Certain~~of ~~Relationships and Related Transactions, and Director Independence~~Contents

OnDuring ~~October~~the 1year ended August 31, ~~2020~~2023, the Company ~~entered~~issued ~~into~~100,000 acommon ~~services~~shares ~~agreement~~to ~~with~~ the ~~President,~~Corporate ~~whereby~~Communications ~~the~~Officer ~~Company~~pursuant ~~agreed~~ to ~~pay~~an aagreement ~~monthly~~dated ~~fee~~January ~~of $5~~1,~~000~~ ~~until terminated by either party~~2021. The ~~company~~shares ~~also~~were ~~issued~~valued ~~500,000~~based ~~pre-split~~on ~~common shares to~~ the ~~President~~closing ~~upon~~stock ~~execution~~price of ~~the Agreement~~$0.05 ~~The~~on ~~shares~~the ~~were~~date ~~valued~~of atthe ~~$0.008~~agreement, for total non-cash compensation of $125,~~500~~000. AsThis ofagreement ~~August~~was ~~31,~~terminated ~~2022,~~effective ~~the~~August ~~Company owes $70~~31,~~000~~ ~~to the President for accrued fees~~2022.

OnDuring ~~October~~the 1year ended August 31, ~~2020~~2023, the Company ~~entered~~issued ~~into~~2,000,000 acommon ~~services~~shares ~~agreement~~to ~~with~~ the ~~Corporate~~President ~~Secretary,~~in ~~whereby~~exchange ~~the~~for ~~Company~~services. The ~~agreed~~shares towere ~~pay~~valued abased ~~monthly~~on ~~fee~~the ofclosing ~~$2,000~~stock ~~until~~price ~~terminated~~of ~~by either party~~$0.21 ~~The~~on ~~company~~the ~~also~~date ~~issued~~of ~~100,000 pre-split common shares to~~ the ~~Corporate~~agreement, ~~Secretary~~ for total non-cash compensation of $2420,~~500~~000.

OnDuring ~~January~~the 1year ended August 31, ~~2021~~2023, the Company ~~entered~~issued ~~into~~1,000,000 acommon ~~services~~shares ~~agreement~~to ~~with~~ the ~~Corporate~~former ~~Communications~~CEO ~~Officer~~of ~~for~~a ~~cash~~wholly ~~compensation~~owned ofsubsidiary ~~$2,500~~in ~~per~~exchange ~~month.~~for services. The ~~company~~shares ~~also~~were ~~issued~~valued ~~50,000~~based ~~pre-split~~on ~~common~~the ~~shares~~closing tostock price of $0.21 on the ~~officer~~date of the agreement, for total non-cash compensation of $2210,~~500~~000.

OnDuring ~~January~~the 16year ended August 31, ~~2021~~2023, the Company ~~entered~~issued ~~into~~75,000 acommon ~~services~~shares ~~agreement~~to ~~with~~a director of the ~~Chief~~Company ~~Financial~~in ~~Officer~~exchange for ~~cash~~services. The ~~compensation~~shares ofwere ~~$2,000~~valued ~~per~~based ~~month.~~on ~~The~~the ~~company~~closing ~~also~~stock ~~issued~~price ~~50,000~~of ~~pre-split~~$0.17 ~~common~~on ~~shares~~the todate of the ~~officer~~agreement, for total non-cash compensation of $3712,~~500~~750.

OnAs ~~December~~of 1August 31, ~~2022~~2024, the Company ~~entered~~owes ~~into~~$41,674 a(August ~~services~~31, ~~agreement~~2023 ~~with~~- ~~the~~$127,011) ~~Chief~~to ~~Executive~~the ~~Officer~~CEO for cash ~~compensation~~advanced ofto ~~$10~~the Company for working capital. The debt is unsecured,~~000~~ ~~per~~non-interest ~~month~~bearing and has no terms of repayment.

~~Item~~As 14of August 31, 2024, the Company owes $1,441 (August 31, 2023 - $9,750) to the CEO of a wholly-owned subsidiary for cash advanced to the Company for working capital. ~~Principal~~The ~~Accountant~~debt ~~Fees~~is unsecured, non-interest bearing and ~~Services~~has no terms of repayment.

	2023		2022
Audit Fees	$	25,000	$	25,820
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

As of August 31, 2024, the company owes $2,510,500 (August 31, 2023 - $0) to a Director for cash advanced to the Company to pay for the Financial Guarantee Insurance on the $195M Zanzibar Clean Energy Park Loan Facility. The debt is unsecured, non-interest bearing and is to be repaid within 30 days or when the loan closes plus a transaction fee of $1,500,000.

~~Audit~~During ~~fees~~the ~~represent~~year ~~fees~~ended ~~for~~August ~~professional~~31, ~~services~~2024, ~~rendered by our principal accountants for~~ the ~~audit~~Company ofaccrued ~~our~~$120,000 ~~annual~~in ~~financial~~fees ~~statements~~to ~~and~~the ~~review~~CEO of the ~~financial~~Company ~~statements~~and ~~included~~repaid in$120,000. ~~our~~The ~~Forms~~Company ~~10-Q~~owes or$90,000 ~~services~~to ~~that~~the ~~are~~CEO ~~normally~~at ~~provided~~August by31, ~~our~~2024 ~~principal~~($90,000 ~~accountants~~– inAugust ~~connection~~31, ~~with statutory and regulatory filings or engagements~~2023).

~~Audit-related~~During ~~fees~~the ~~represent~~year ~~professional~~ended ~~services~~August ~~rendered~~31, ~~for~~2024, ~~assurance and related services by~~ the ~~accounting~~Company ~~firm~~accrued ~~that~~$30,00 ~~are~~in ~~reasonably~~fees ~~related~~ to the ~~performance~~President ofand ~~the~~repaid ~~audit~~$30,500. orThe ~~review~~Company ofowes ~~our~~$84,500 ~~financial~~to ~~statements~~the ~~that~~President ~~are~~at ~~not~~August ~~reported~~31, ~~under~~2024 ~~audit~~($86,500 ~~fees~~– August 31, 2023).

~~Tax~~During ~~fees~~the ~~represent~~year ~~professional~~ended ~~services~~August ~~rendered~~31, by2024, the ~~accounting~~Company ~~firm~~accrued ~~for~~$45,000 ~~tax~~in ~~compliance~~fees to the CEO of a wholly owned subsidiary. The Company owes $125,000 ~~tax~~to ~~advice~~the CEO at August 31, ~~and~~2024 ~~tax~~($90,000 ~~planning~~– August 31, 2023).

~~All~~During ~~other~~the ~~fees~~year ~~represent~~ended ~~fees~~August ~~billed~~31, ~~for~~2024, ~~products~~the ~~and~~Company ~~services~~accrued ~~provided~~$15,000 byin fees to the ~~accounting~~former ~~firm~~Chief Financial Officer and repaid $5,000. ~~other~~The ~~than~~Company owes $18,750 to the ~~services~~Chief ~~reported~~Financial ~~for~~Officer ~~the~~at ~~other~~August ~~three~~31, ~~categories~~2024 ($10,750 – August 31, 2023).

16During ~~Table~~the ofyear ~~Contents~~ended August 31, 2024, the Company accrued $12,000 in fees to the Corporate Secretary and repaid $4,000. The Company owes $18,700 to the Corporate Secretary at August 31, 2024 ($11,500 – August 31, 2023).

~~Part~~During IVthe year ended August 31, 2024, the Company accrued $126,000 in compensation to the new CFO. The Company owes $126,000 to the CFO at August 31, 2024.

~~Item~~17 ~~15.~~Table ~~Exhibits~~of Contents

~~The~~Item ~~following~~14. ~~exhibits~~Principal ~~are~~Accountant ~~filed~~Fees ~~herewith or are incorporated by reference to exhibits previously filed with the Securities~~ and ~~Exchange Commission.~~Services

			Incorporated by Reference				Filed
	2024			2023
Exhibit No.	Exhibit Description		Form	Exhibit		Filing Date	Herewith
Audit Fees	$	53,875		$	25,000
3.1	Articles of Incorporation		10-KSB	3.1		12/14/2005
Audit-Related Fees	$	-		$	-
3.2	Amended and Restated Bylaws		8-K	3.1		08/16/2005
Tax Fees	$	-		$	-
3.3	Amendment to Articles of Incorporation		10-KSB	3.1		11/28/2006
All Other Fees	$	-		$	-
3.4	Amendment to the Articles of Incorporation indicating name change and forward stock split		8-K	3.1		09/15/2021
4.1	Form of Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock		8-K	10.3		04/14/2006
4.2	Form of Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock		8-K	10.3		01/18/2007
4.3	Form of Certificate of Designation of Rights and Preferences of Series C Convertible Preferred Stock		8-K	10.3		11/07/2007
4.4	Form of Certificate of Designation of Rights and Preferences of Series D Convertible Preferred Stock		8-K	10.3		05/30/2008
4.5	Certificate, Amendment or Withdrawal of Designation filed with the Nevada Secretary of State on January 21, 2022.		8-K	4.16		02/03/2022
10.1	Exclusive Technology Licensing and Distribution Agreement for the Island of Jamaica dated February 24, 2021.		8-K	10.1		03/17/2021
10.2	Sale and Purchase Agreement for the Country of Jamaica dated March 5, 2021		8-K	10.2		03/17/2021
10.3	Exclusive Technology Licensing and Distribution Agreement for the Province of Alberta dated March 1, 2021		8-K	10.3		03/17/2021
10.4	Sale and Purchase Agreement for the Province of Alberta dated March 5, 2021		8-K	10.4		03/17/2021
10.5	Effective November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc.		8-K	10.1		11/15/2021
10.6	Employment Agreement with Kermit Harris naming him President of the Registrant dated October 1, 2020,		S-1	10.6		03/03/2022
10.7	Service Agreement with Lisa Thompson as corporate Secretary dated October 3, 2020		S-1	10.7		03/03/2022
10.8	Consulting Agreement with Heidi Thomasen dated January 1, 2021		S-1	10.8		03/03/2022
10.9	Agreement with Rachel Boulds, CPA as contracted Chief Financial Officer dated January 16, 2021		S-1	10.9		03/03/2022
10.10	Agreement with Dan Claycamp appointing him as Chief Operating Officer dated February 1, 2021		S-1	10.10		03/03/2022
10.11	Stock Cancellation Agreement dated January 13, 2022		8-K	10.12		02/03/2022
10.12	Loan/Convertible Debenture dated January 11, 2022		S-1	10.12		06/02/2022
10.13	Uganda Investment Authority Investment License dated November 5, 2021		S-1	10.13		06/02/2022
10.14	Supply and Installation Contract for Green Hygienics Holdings Inc. dated January 12, 2022		S-1	10.14		06/02/2022
10.15	Common Stock Purchase Agreement between the Company and Albert Mardikian		8-K	10.1		08/10/2022
10.16	Addendum to Common Stock Purchase Agreement		8-K	10.2		08/10/2022
10.17	Common Stock Purchase Agreement between the Company and Alpha Ventures LLC		8-K	10.1		08/24/2022
10.18	Common Stock Purchase Agreement between the Company and Garan SAS Di Serapian Aradavast Carlo & Co.		8-K	10.1		09/22/2022
10.19	Common Stock Purchase Agreement between the Company and Hagop Istanboulli		8-K	10.2		09/22/2022
10.20	Common Stock Purchase Agreement between the Company and Rafi Istanboulli		8-K	10.3		09/22/2022
10.21	Common Stock Purchase Agreement between the Company and Chant Istanboulli		8-K	10.4		09/22/2022
10.22	Common Stock Purchase Agreement between the Company and Jack Koumjian		8-K	10.5		09/22/2022
14.1	Code of Ethics		10-K	14.1		12/14/2022
21.1	List of Subsidiaries		10-K	21.1		12/14/2022
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer		10-K	31.1		12/14/2022
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer		10-K	31.2		12/14/2022
32.1	Section 1350 Certification of Principal Executive Officer		10-K	32.1		12/14/2022
32.2	Section 1350 Certification of Principal Financial Officer		10-K	32.2		12/14/2022
99.5	Audit Committee Charter		10-K	99.5		12/14/2022
101.INS	Inline XBRL Instance Document.						x
101.SCH	Inline XBRL Taxonomy Extension Schema Document.						x
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.						x
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.						x
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.						x
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.						x
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)						x

~~Item~~Audit ~~16.~~fees ~~Form~~represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-KQ ~~Summary~~or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

WeAudit-related ~~have~~fees ~~elected~~represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to ~~not~~the ~~provide~~performance ~~information~~of the audit or review of our financial statements that are not reported under ~~this~~audit ~~Item~~fees.

17Tax ~~Table~~fees ofrepresent ~~Contents~~professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

~~SIGNATURES~~All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.

~~Pursuant~~18 toTable ~~the requirements~~ of ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.~~Contents

~~ASTRA~~Part ~~ENERGY INC.~~IV

/s/ Ronald Loudoun		January 15, 2024
Ronald Loudoun		Date
CEO

Item 15. Exhibits

/s/ Rachel Boulds		January 15, 2024
Rachel Boulds		Date
Chief Financial Officer

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

		Incorporated by Reference			Filed
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Articles of Incorporation	10-KSB	3.1	12/14/2005
3.2	Amended and Restated Bylaws	8-K	3.1	08/16/2005
3.3	Amendment to Articles of Incorporation	10-KSB	3.1	11/28/2006
3.4	Amendment to the Articles of Incorporation indicating name change and forward stock split	8-K	3.1	09/15/2021
4.1	Form of Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock	8-K	10.3	04/14/2006
4.2	Form of Certificate of Designation of Rights and Preferences of Series B Convertible Preferred Stock	8-K	10.3	01/18/2007
4.3	Form of Certificate of Designation of Rights and Preferences of Series C Convertible Preferred Stock	8-K	10.3	11/07/2007
4.4	Form of Certificate of Designation of Rights and Preferences of Series D Convertible Preferred Stock	8-K	10.3	05/30/2008
4.5	Certificate, Amendment or Withdrawal of Designation filed with the Nevada Secretary of State on January 21, 2022.	8-K	4.16	02/03/2022
10.1	Exclusive Technology Licensing and Distribution Agreement for the Island of Jamaica dated February 24, 2021.	8-K	10.1	03/17/2021
10.2	Sale and Purchase Agreement for the Country of Jamaica dated March 5, 2021	8-K	10.2	03/17/2021
10.3	Exclusive Technology Licensing and Distribution Agreement for the Province of Alberta dated March 1, 2021	8-K	10.3	03/17/2021
10.4	Sale and Purchase Agreement for the Province of Alberta dated March 5, 2021	8-K	10.4	03/17/2021
10.5	Effective November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc.	8-K	10.1	11/15/2021
10.6	Employment Agreement with Kermit Harris naming him President of the Registrant dated October 1, 2020,	S-1	10.6	03/03/2022
10.7	Service Agreement with Lisa Thompson as corporate Secretary dated October 3, 2020	S-1	10.7	03/03/2022
10.8	Consulting Agreement with Heidi Thomasen dated January 1, 2021	S-1	10.8	03/03/2022
10.9	Agreement with Rachel Boulds, CPA as contracted Chief Financial Officer dated January 16, 2021	S-1	10.9	03/03/2022
10.10	Agreement with Dan Claycamp appointing him as Chief Operating Officer dated February 1, 2021	S-1	10.10	03/03/2022
10.11	Stock Cancellation Agreement dated January 13, 2022	8-K	10.12	02/03/2022
10.12	Loan/Convertible Debenture dated January 11, 2022	S-1	10.12	06/02/2022
10.13	Uganda Investment Authority Investment License dated November 5, 2021	S-1	10.13	06/02/2022
10.14	Supply and Installation Contract for Green Hygienics Holdings Inc. dated January 12, 2022	S-1	10.14	06/02/2022
10.15	Common Stock Purchase Agreement between the Company and Albert Mardikian	8-K	10.1	08/10/2022
10.16	Addendum to Common Stock Purchase Agreement	8-K	10.2	08/10/2022
10.17	Common Stock Purchase Agreement between the Company and Alpha Ventures LLC	8-K	10.1	08/24/2022
10.18	Common Stock Purchase Agreement between the Company and Garan SAS Di Serapian Aradavast Carlo & Co.	8-K	10.1	09/22/2022
10.19	Common Stock Purchase Agreement between the Company and Hagop Istanboulli	8-K	10.2	09/22/2022
10.20	Common Stock Purchase Agreement between the Company and Rafi Istanboulli	8-K	10.3	09/22/2022
10.21	Common Stock Purchase Agreement between the Company and Chant Istanboulli	8-K	10.4	09/22/2022
10.22	Common Stock Purchase Agreement between the Company and Jack Koumjian	8-K	10.5	09/22/2022
14.1	Code of Ethics	10-K	14.1	12/14/2022
21.1	List of Subsidiaries	10-K	21.1	12/14/2022
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	10-K	31.1	12/14/2022
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer	10-K	31.2	12/14/2022
32.1	Section 1350 Certification of Principal Executive Officer	10-K	32.1	12/14/2022
32.2	Section 1350 Certification of Principal Financial Officer	10-K	32.2	12/14/2022
99.5	Audit Committee Charter	10-K	99.5	12/14/2022
101.INS	Inline XBRL Instance Document.				x
101.SCH	Inline XBRL Taxonomy Extension Schema Document.				x
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.				x
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.				x
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.				x
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.				x
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				x

/s/ Kermit Harris		January 15, 2024
Kermit Harris		Date
President and Director

Item 16. Form 10-K Summary

/s/ Daniel Claycamp		January 15, 2024
Daniel Claycamp		Date
Director

We have elected to not provide information under this Item.

/s/ David F. Lutz		January 15, 2024
David F. Lutz		Date
Director

Table of Contents

/s/ Benjamin N. Grier		January 15, 2024
Benjamin N. Grier		Date
Director

SIGNATURES

18Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

ASTRA ENERGY INC.

/s/ Ronald Loudoun		December 16, 2024
Ronald Loudoun		Date
CEO

/s/ Claudio Flamini		December 16, 2024
Claudio Flamini		Date
CFO

/s/ Kermit Harris		December 16, 2024
Kermit Harris		Date
President and Director

/s/ Robert Holcomb		December 16, 2024
Robert Holcomb		Date
Director

/s/ Jayanti Govindji		December 16, 2024
Jayanti Govindji		Date
Director

Filing Compare · Astra Energy, Inc.