Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(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

☐	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 Waples Street, Suite 200, San Diego, CA 92121

(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 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. $22,131,991

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

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

DOCUMENTS INCORPORATED BY REFERENCE

None other than indicated in Item 15, exhibit list.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the Securities and Exchange Commission on January 16, is to make amendments to Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters.

No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

TABLE OF CONTENTS

Part I.

Item 1.	Business.	3

Item 1A.	Risk Factors.	4

Item 1B.	Unresolved Staff Comments.	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.	6

Item 8.	Financial Statements and Supplementary Data.	F-1

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	7

Item 9A.	Controls and Procedures.	7

Item 9B.	Other Information.	8

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	8

Part III.

Item 10.	Directors, Executive Officers and Corporate Governance.	9

Item 11.	Executive Compensation.	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.	16

Part IV.

Item 15.	Exhibits	17

Item 16.	Form 10-K Summary.	17

SIGNATURES.		18

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Part I

Item 1. Business

Astra Energy is an emerging company in the waste management industry and the electricity and power generation sectors with a focus on energy production from solar, waste conversion and clean burning fuels. The Company strives to advance clean energy initiatives globally while delivering measurable benefits to communities and value to our investors by investing in and developing renewable and clean energy projects in markets where demand is high and supply is limited.

CLEAN ENERGY PROJECTS:

Astra Energy in concert with the government of Tanzania is advancing a 350MW (Megawatt) Combined Cycle Gas Power Plant project. The government of Tanzania provided a positive response to the expression of interest, and they have requested a technical proposal or Project Feasibility Report. Astra is applying for Advocacy support for this project from the US Mission in Tanzania. The Company is currently in discussions to acquire land and is looking at an existing 350MW Combined Cycle Gas Power Plant (the “Plant”).

Astra is in continuing discussions to secure both a Power Purchase Agreement and a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once these agreements are executed, the Company will seek an equity partner for the project and debt financing to build out the project.

Astra Energy is advancing a "Clean Energy Park" on the island of Zanzibar which includes a 42.5MW solar farm combined with a waste to energy system to convert 15 tons of municipal solid waste per hour into 7.5MW/hour of electric power and battery storage. The project will enable the island to dispose of all its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators of methane, a major greenhouse gas that is responsible for global warming.

The Prefeasibility Report has been completed and there are continuing discussions with the island government regarding the Power Purchase 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, LLC. 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 (“HES”) In-Line Power Generator and Self-Sustaining Power Plant worldwide.

Holcomb Scientific Research Ltd. is a Research and Development company that has created the patent-protected Holcomb Energy System, a scientific breakthrough in clean energy generation. The HES utilizes the natural energy produced by the electron spin in the iron atom, converting it into usable electricity while requiring no fuel, releasing zero carbon emissions, and having no moving parts - therefore running completely silent.

WASTE TO ENERGY TECHNOLOGY

Regreen Technologies Inc. (“Regreen”), a related, California-based “zero emissions” clean energy company. Regreen is involved in research and development of the science of converting municipal solid waste (MSW) and organic waste into “zero emission” marketable commodities, such as clean electricity, biofuels, animal feeds, fertilizers, organic pesticides, and reclaimed water purification.

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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 2. Properties

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

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Common Stock

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

Holders of Record of Common Stock

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

Dividend Policy

We have never declared or paid cash dividends on our common stock. We presently do not expect to declare or pay such dividends in the foreseeable future and expect to reinvest all undistributed earnings to expand our operations, which the management believes would be of the most benefit to our stockholders. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.

Recent Sales of Unregistered Securities

Unregistered securities sold by the Company during the period covered by this report have been previously reported in our Registration Statement on Form S-1, on a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Purchases of Equity Securities

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

Equity Compensation Plan Information

As of August 31, 2023, we do not have any equity compensation plans.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

The following information contains certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

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Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

Results of Operations

Fiscal Year Ended August 31, 2023, Compared to Fiscal Year Ended August 31, 2022

Revenue decreased to $0 from $25,000 for the years ended August 31, 2023 and 2022.

General and administrative expenses decreased to $127,037 from $179,132 for the years ended August 31, 2023, and 2022, respectively. General and administrative expenses decreased primarily in consulting fees and legal costs.

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

Executive compensation expenses increased to $1,693,250 from $1,034,450 for the years ended August 31, 2023, and 2022, respectively. Executive compensation expenses increased primarily as a result of stock compensation for executives for services rendered.

Stock 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.

Impairment loss expenses were incurred in the amount $7,049,213 and $9,701,000 respectively for the year ended August 31, 2023 and 2022. The impairment losses relate to the write down in the value of the investment in Regreen Technologies Inc. due to the uncertainty of Regreen as a going concern.

Liquidity and Capital Resources

We have an accumulated deficit at August 31, 2023 of $52,655,280. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At August 31, 2023, the Company had cash of $23,250. We will need to rely on private capital investment or loans to fund future operations for the next 12 months.

Cash Flows

The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:

	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

Operating Activities

Cash used in operating activities was $593,160 and $1,073,866 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.

Financing Activities

Cash 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.

Off-Balance Sheet Arrangements

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

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

The following consolidated financial statements are filed as part of this Annual Report:

ASTRA ENERGY INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Astra Energy, Inc. and Subsidiaries (“the Company”) as of August 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended August 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit and minimal revenue. These factors, among others, raise substantial doubt about the Company’s ability to continue as a 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.

Basis for Opinion

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.

We conducted 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.

Our audits included performing procedures to assess the risks of 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.

Critical Audit Matters

The critical audit 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.

F-2

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Accounting Treatment of Investments – Refer to Note 4 to the Financial Statements

Critical Audit Matter Description

The Company acquired a 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.

How the Critical Audit Matter was Addressed on the Audit

Our principal audit procedures consisted of the following, among others:

	·	Testing of the purchase price and valuation of the investment.

	·	Evaluation of the subsequent accounting for the investment through year end.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2021.

Spokane, Washington

January 15, 2024

F-3

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ASTRA ENERGY INC.

CONSOLIDATED BALANCE SHEETS

	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

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

F-4

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ASTRA ENERGY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended August 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

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

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ASTRA ENERGY INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED AUGUST 31, 2023 AND 2022

	Series A Preferred						Series A1 Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Stock				Common Stock to			Stock Subscription			Additional Paid-In		Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Be Issued			Receivable			Capital		Deficit			Total
Balance, August 31, 2021		15,774		$	16			1	$	—		207	$	—		747,870	$	748		304,558	$	305		42,549,540	$	42,550	$	100,000		$	(100,000	)	$	29,795,766	$	(29,889,190	)	$	(49,805	)
Common stock issued for services - related party		—			—			—		—		—		—		—		—		—		—		525,000		525		—			—			410,475		—			411,000
Preferred shares cancelled – related party		(8,000	)		(8	)		—		—		—		—		—		—		—		—		—		—		—			—			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

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

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ASTRA ENERGY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Non Cash Activities

	For the Years Ended August 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.

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ASTRA ENERGY INC.

Notes to the Consolidated Financial Statements

August 31, 2023

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.

A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.

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

On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.

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

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

On October 12, 2021, the Company incorporated a majority owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On October 26, 2023, the name of the subsidiary was changed to Astra Biofuels Inc.

On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.

On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.

On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC.

As at August 31, 2023, the Company has acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Principles of Consolidation

These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation.

Cash and Cash Equivalents

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of August 31, 2023 and 2022.

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Inventory

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary.

Leases

In February, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company uses a discount rate of 10% per annum which is the same rate of interest being paid on a current outstanding loan.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Revenue Recognition

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

	·	Identification of a contract with a customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the 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.

	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 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.

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Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

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

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $52,655,280 as of August 31, 2023, and minimal revenue. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In order to continue as a going concern, the Company is planning to secure its financial capital in various ways. It will finance its operations initially through shareholder loans from the principals and through private placement investment offerings. The Company may decide to finance its project development stage by way of an equity offering by issuing shares or by engaging venture capital firms that invest in early-stage companies. Venture capital firms August do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees.

The company will also look to develop a relationship with a bank or banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds.

If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital.

Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects.

NOTE 4 - INVESTMENT

The investment of $2,725,000 relates to the acquisition of 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. The value of the acquisition was based on the closing stock price of the Company’s shares on the date of the agreement. 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. There was no impact to the results of operations for the year ended August 31, 2023, as the Company only issued common stock. The valuation of the investment is based on deemed value of patents, the size of the potential market for the technology and numerous expressions of interest to purchase product. If the Company fails to raise the necessary capital to set up manufacturing and distribution, this investment would be at risk and would become subject to impairment in full.

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NOTE 5 - OPERATING LEASES

The value of these leases is based primarily on engineering studies and letters from government agencies accepting preliminary studies for the installation of renewable energy sources and the provision of Power Purchase Agreements. If the Company fails to raise the necessary capital for the installations of energy and does not receive the Power Purchase Agreements, the total value of these leases would be subject to impairment in full.

On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 3.457 Hectares (approximately 8.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $6,914 payable on or before December 1^st of each year.

On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 80.35 Hectares (approximately 198.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $160,700 payable on or before December 1^st of each year.

	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

Future Minimum Lease Payments are as Follows:

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

NOTE 6 – OTHER RECEIVABLE – RELATED PARTY

During the year 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.

NOTE 7 – DUE TO A RELATED PARTY

During the year ended August 31, 2023, Regreen Technologies Inc., a related party, advanced $270,185 to the Company. 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.

NOTE 8 – OTHER RELATED PARTY TRANSACTIONS

During the year ended 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.

During the year ended August 31, 2023, the Company entered into a services agreement with the Vice President 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 $2.33 on 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.

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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.

During the 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.

During the year ended August 31, 2023, the Company issued 2,000,000 common shares to the President 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 $420,000.

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.

During 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.

During the year ended August 31, 2023, the Company entered into a services agreement with the CEO and director for cash compensation of $10,000 per month commencing December 1, 2022. The term of the agreement is for one year. The Company owes $90,000 to the President at August 31, 2023 (nil – August 31, 2022).

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 – August 31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment.

During the year ended August 31, 2023, the Company accrued $40,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $9,750 to the CEO at August 31, 2023 ($nil – August 31, 2022).

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 – August 31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment.

During the year ended August 31, 2023, the Company accrued $60,000 in fees to the President. The Company owes $86,500 to the President at August 31, 2023 ($57,500 – August 31, 2022).

During the year ended August 31, 2023, the Company accrued $90,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $90,000 to the CEO at August 31, 2023 ($nil – August 31, 2022).

During the year ended August 31, 2023, the Company paid $20,000 in fees to the former CEO of a wholly owned subsidiary.

During the year 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).

During the year ended August 31, 2023, the Company accrued $24,000 in fees to the Corporate Secretary. The Company owes $11,500 to the Corporate Secretary at August 31, 2023 ($nil – August 31, 2022).

NOTE 9 - LOAN PAYABLE-RELATED PARTY

During the year ended August 31, 2023, the CEO advanced $93,011 to repay an outstanding Company loan. The advance from the CEO is unsecured, non-interest bearing and has no repayment terms.

NOTE 10 - NOTE PAYABLE

On February 16, 2023, the 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.

NOTE 11 – DEBENTURE PAYABLE

On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Holders 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. As of August 31, 2023 there was $1,470 interest owing to the Holders.

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NOTE 12 – PREFERRED STOCK

Series A Convertible Preferred

The Series A Convertible Preferred 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, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, dividends at the rate of 8% per annum in shares of our common stock. On January 19, 2022, 8,000 shares of Series A Preferred Stock were cancelled. The shares were cancelled at the direction of the holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding.

Series A1 Preferred

On April 24, 2020, the Company created and filed a Certificate of Designation for one share of Series A1 Preferred Stock, par value $0.0001. On January 21, 2022, the board of directors of the Company changed the designation of Series A1 by eliminating its conversion and voting rights. On January 13, 2022, the Company and the sole shareholder of the Series A1 Preferred share entered into a share cancellation agreement, whereby, the sole shareholder of the Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding.

Series B Preferred

The Company has authorized 207 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series B shares are not entitled to dividends or liquidation preferences and have no voting rights.

Series C Preferred

The Company has authorized 1,000,000 shares of Series C Preferred Stock. Each share of Series C is convertible into one fully paid and nonassessable share of our common stock at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted.

Series D Preferred

The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that August affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares August, at the holder’s option, elect 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, which initially is $0.80 per share, subject to certain adjustments.

In the event of our liquidation, dissolution or winding up, the holders shall be entitled to receive, out of the assets of the Company available for distribution, an amount equal to the 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 13 – COMMON STOCK

During the year ended August 31, 2022, the Company issued 200,000 common shares at a price of $0.90 per share in exchange for services for total non-cash compensation of $180,000. The shares were valued based on the closing stock price on the date of the agreement.

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

During the year ended August 31, 2022, the Company issued 70,000 common shares at a price of $1.06 per share in exchange for services for total non-cash compensation of $74,200. The shares were valued based on the closing stock price on the date of the agreement.

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-cash compensation of $25,500. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 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.

During the year ended August 31, 2022, the Company issued 50,000 common shares at a price of $1.00 per share in exchange for services for total non-cash compensation of $50,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 31, 2022, the Company issued 100,000 common shares at a price of $2.28 per share in exchange for services for total non-cash compensation of $228,000. The shares were valued based on the closing stock price on the date of the agreement.

During the year ended August 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.

During the year ended August 31, 2022, the Company sold 2,286,000 Units of its common stock at $0.50, for total cash proceeds of $1,143,000.

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

During the year 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 issued 250,000 common shares in exchange for services for total non-cash compensation of $287,500. 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 issued 50,000 common shares in exchange for services for total non-cash compensation of $15,000. 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 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.

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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.

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.

During the year ended 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.

During the 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.

During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $31,250. 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 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.

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.

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-Holcomb Energy Systems Inc. The shares were valued based on the closing price at the date of agreement.

During the 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.

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.

Refer to Note 8 for related party transactions.

NOTE 14 – STOCK SUBSCRIPTIONS RECEIVABLE

During 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 shares issued and outstanding at August 31, 2023.

NOTE 15 – WARRANTS

During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

The aggregate fair value of the 569,000 warrants, totaled $132,250 based on the Black Scholes Merton pricing model. The value of the warrants has been netted against the proceeds of the offering and accounted for in additional paid in capital. The Warrants must be exercised at the earlier of two years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five consecutive trading days.

A summary of quantitative information about significant unobservable inputs used to measure the fair value of the warrants is as follows:

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

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining 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	$	—

NOTE 16 – INCOME TAXES

At August 31, 2023, the Company had net operating loss carry forwards of approximately $7,529,000 that may be offset against future taxable income. No tax benefit has been reported in the August 31, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

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On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

The provision for Federal income tax consists of the following for the years ended August 31, 2023 or 2022:

	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	$	—		$	—

The 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, 2023 or 2022:

	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	$	—		$	—

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, 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.

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.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of August 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 17 – RESTATEMENT

The financial statements for the 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.

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

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

Statement of Operations for the year ended August 31, 2022

	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

Consolidated Statement of Cash Flow for the year ended August 31, 2022

	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

Consolidated Statement of Stockholders Deficit for the year ended August 31, 2022

Prepaid Common stock issued for acquisition

	As Reported		Adjusted			As Restated
Common Stock - Shares		11,300,000		(7,500,000	)		3,800,000
Common Stock - Amount	$	11,300	$	(7,500	)	$	3,800
Additional Paid-In Capital	$	27,014,700		(17,317,500	)		9,697,200
Total	$	27,026,000		(17,325,000	)		9,701,000

Net loss

		As Reported				Adjusted				As Restated
Accumulated Deficit		$	(2,634,545	)			(9,701,000	)			(12,335,545	)

Balance, August 31, 2022

	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	)

NOTE 18 – SUBSEQUENT EVENTS

Subsequent events include those occurring through to January 15, 2024.

On September 15, 2023, Robert Holcomb was appointed to the Board of Directors

During the quarter ended November 30, 2023, the Company issued 5,000,000 common shares in exchange for the exclusive, global rights to manufacture the Holcomb In-Line Power Generator.

During the quarter ended November 30, 2023, the Company issued 125,000 common shares in exchange for services.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 13a-15(e) and 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.

Management’s Report on Internal Control over Financial Reporting

Management 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 Exchange Act. As of August 31, 2023, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations 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. 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:

	·	inadequate segregation 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

Planned Remediation

With the oversight of 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:

	·	The Company will take 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 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.

In addition, under 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.

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.

This 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.

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Change in Internal Control over Financial Reporting

Except as discussed 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.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers and Significant Employees

The 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.

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

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

Ronald W. Loudoun – (Age 60)

- Director, CEO and Chairman of Astra Energy Inc.

- Director of Regreen Technologies Inc.

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.

Kermit A. Harris, age 49, is a founder, President and 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. 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 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.

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Daniel L. Claycamp, 58 years of age, CEO and Director 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 background consists of AC/DC Electrical Theory, Allen Bradley PLC Programming, and Electrical Motor Controls and Circuits: Rend Lake College, Whittington, IL 1997 and he holds a B.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 F. Lutz, CPA/ABV, CVA/ABAR, CBA, 72 years of age, Director has extensive experience in small business management consulting, corporate finance, and business valuation. He has performed and supervised over 200 business valuations. He helped build a valuation department that produced over 500 business valuations a year. In corporate finance he helped structure, underwrite, and syndicate over $100 million in private and public stock offerings. With over 18 years’ experience in the brokerage industry and seven years’ experience with a major Chicago-based management consulting firm, Mr. Lutz has acquired a unique and diverse experience in legal and business matters uncommon among business valuation experts.

Mr. 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 matters. 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.

In addition to a Certified Public Accountant (CPA), Mr. Lutz’s valuation credentials include the Accredited in Business Valuation (ABV) designation issued by the American Institute of Certified Public Accountants (AICPA) and the Certified Valuation Analyst (CVA), Certified Business Appraiser (CBA), and Accredited in Business Appraisal Review (ABAR) designations issued by the National Association of Certified Valuation Analysts (NACVA).

He earned the ‘The Best Certified Business Appraisal’ Award from the Institute of Business Appraisers (IBA) prior to its merger/acquisition by NACVA. This award has been earned by only eight other individuals since the IBA was founded in 1978, see attached award letter.

Mr. Lutz is a member of the American Institute of Certified Public Accountants (AICPA), the National Association of Certified Valuation Analysts (NACVA). He was a Captain in the United States Air Force as a Budget Officer. He earned his Bachelor of Science in Accounting at the University of Northern Colorado and graduate work in business administration and accountancy at the University of Oklahoma.

Benjamin N. Grier, JD, CPA, CTP, 56 years of age, Director, brings with him 20 plus years of experience in accounting and auditing, finance, treasury, tax and legal matters. Mr. Grier’s expertise includes, financial audits, investments and cash management, financial planning & analysis (FP&A), tax, and risk and litigation management, and negotiations.

Mr. Grier has held the position of Director of Treasury Services since August 2007 with a large insurance company and served as Assistant General Counsel at the same company from 2004 to 2007. From 2000 to 2003, Mr. Grier was Associate General Counsel at another Michigan based insurance company. Mr. Grier previously worked as an attorney and an accountant in private practice and as a Credit Analyst and Commercial Loan Officer at a Michigan based bank.

Mr. Grier 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.

Dr. Robert Holcomb MD, Ph.D., 80 years of age, Director, is Co-Owner, Co-Founder, and Co-Manager of Holcomb Scientific Research, Irish-based research, and development company setting a new industry standard in electric power generation.

With decades 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.

He spent almost 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, he regularly published articles in a series of medical and scientific journals and traveled around the world delivering lectures.

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Rachel Boulds, CPA, age 53, is the contracted Chief Financial Officer of our Company with over 20 years of experience in the audit and related financial reporting fields. She is responsible for the Company’s financial reporting, audit consulting, bookkeeping, and business operation consulting services. preparation of period-end financial statements, footnotes and Management Discussion and Analysis in conformity with US GAAP and SEC reporting rules as well as consultation on complex accounting matters and working closely with client staff, auditors and legal counsel to prepare, review 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. Rachel Boulds, CPA has been engaged in her sole accounting practice which she has led since 2009.

Lisa V. Thompson, age 48, is 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 Secretary, she excels at communication and collaborating with a diverse range of legal and company personnel, executive officers and board of directors. She conducts all legal business professionally with corporate counsel and with minimal supervision. Lisa is experienced in the preparation of regulatory filings for US and Canadian Securities Commissions. She is extremely organized with advanced technical and corporate skills. Her position with our publicly traded Company is very valuable. From 2016 to January of 2020, Ms. Thompson was the operations manager for PubCo Reporting Services, Inc. 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 Board and Committees

Our Board has one committee, the Audit Committee.

Audit Committee

David F. Lutz and Benjamin N. Grier are the members of our Audit Committee and David F. Lutz serves as the chairperson. David F. Lutz and Benjamin N. Grier Committee meet the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.

David Lutz, a member of the audit committee is an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K, and David F. Lutz and Benjamin N. Grier are both “independent” as that term is defined in Rule 5605(a) of the Nasdaq Marketplace Rules.

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

	·	evaluate the independence and performance of, and assesses the qualifications 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;

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	·	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.

It is determined that David F. Lutz possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Independence of the Board

As required under the Nasdaq Stock Market listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning her or his background, employment, and affiliations, our board has determined that David F. Lutz and Benjamin N. Grier do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing requirements and rules of Nasdaq.

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

Conflicts of Interest

Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the directors are engaged in other business activities, we anticipate they will devote an important amount of time to our affairs.

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 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.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control person of the Company has, during the last ten years: (i) been convicted in or is currently subject to a 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 judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject 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 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 thereto; (iv) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (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, 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 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).

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Code of Conduct and Ethics

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.

Item 11. Executive Compensation

The 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 the executive officers of the Company who served in such capacity at the end of the fiscal year.

2023 AND 2022 SUMMARY COMPENSATION TABLE

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

	(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.

Table of Contents

Compensation of Executive Officers

Each of the executive officers has a services or consulting agreement with our company.

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.

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.

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

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 common stock pursuant to his agreement. On February 11, 2022, Mr. Claycamp received an additional 250,000 shares of common stock.

On December 1, 2022, we entered into a services agreement with Ronald Loudoun, wherein, Mr. Loudoun will receive a monthly fee of $10,000.

The Company does not have a compensation committee. Given the nature of the Company’s business and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.

Compensation of Directors

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.

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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:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common	Ronald Loudoun⁽¹⁾ Vancouver, BC		9,989,714		13.28	%
Common	Kermit A Harris⁽²⁾ Southfield, Michigan		3,500,000		4.65	%
Common	Rachel Boulds⁽³⁾ Murray, UT		150,000		.019	%
Common	Daniel L Claycamp⁽⁴⁾ West Frankfort, IL		250,000		0.33	%

Common	Lisa Thompson⁽⁵⁾ Langley, British Columbia, Canada		250,000	.0.33		%
Common	David F. Lutz⁽⁶⁾ Golden, CO		50,000		.006	%
Common	Benjamin N. Grier⁽⁷⁾ Southfield, MI		110,000		.014	%
Common	Albert Mardikian⁽⁸⁾ Huntington Beach, CA		10,000,000		13.3	%
Common	Robert Holcomb⁽⁹⁾ Sarasota, FL		10,000,000		13.3	%
	Directors and Officers as a Group (9 persons)		34,299,714		45.23	%

__________

(1)	Includes 3,989,714 shares held by Alita Capital Inc., of which Mr. Loudoun is the controlling shareholder and 6,000,000 shares held by Trimark Capital Partners Inc. Mr. Loudoun was appointed CEO and Chairman of the Board on July 3, 2023.

(2)	Mr. Harris was appointed President and Director on October 1, 2020

(3)	Ms. Boulds was appointed CFO on January 19, 2021.

(4)	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.

(5)	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.

(6)	Mr. Lutz was appointed a director on July 28, 2022.

(7)	Mr. Grier was appointed a director on July 28, 2022.

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

(9)	Includes 10,000,000 shares held by HRE Scientific Holdings Ltd. Mr. Holcomb is the controlling shareholder of HRE Scientific Holdings Ltd. Mr. Holcomb was appointed a director on September 15, 2023.

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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 66,774,540 shares of our common stock outstanding as of the date of this annual report.

The following table sets forth, as of November 30, 2023, certain information concerning the beneficial ownership of our Preferred Stock:

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

Item 13. Certain Relationships and Related Transactions, and Director Independence

On October 1, 2020, the Company entered into a services agreement with the President, whereby the Company agreed to pay a monthly fee of $5,000 until terminated by either party. The company also issued 500,000 pre-split common shares to the President upon execution of the Agreement. The shares were valued at $0.008 for total non-cash compensation of $12,500. As of August 31, 2022, the Company owes $70,000 to the President for accrued fees.

On October 1, 2020, the Company entered into a services agreement with the Corporate Secretary, whereby the Company agreed to pay a monthly fee of $2,000 until terminated by either party. The company also issued 100,000 pre-split common shares to the Corporate Secretary for total non-cash compensation of $2,500.

On January 1, 2021, the Company entered into a services agreement with the Corporate Communications Officer for cash compensation of $2,500 per month. The company also issued 50,000 pre-split common shares to the officer for total non-cash compensation of $2,500.

On January 16, 2021, the Company entered into a services agreement with the Chief Financial Officer for cash compensation of $2,000 per month. The company also issued 50,000 pre-split common shares to the officer for total non-cash compensation of $37,500.

On December 1, 2022, the Company entered into a services agreement with the Chief Executive Officer for cash compensation of $10,000 per month.

Item 14. Principal Accountant Fees and Services

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

Audit fees 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-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

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.

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Part IV

Item 15. Exhibits

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

		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

Item 16. Form 10-K Summary

We have elected to not provide information under this Item.

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SIGNATURES

Pursuant 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/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

ASTRA ENERGY INC.

/s/ Ronald Loudoun		January 26, 2024
Ronald Loudoun		Date
CEO

/s/ Rachel Boulds		January 26, 2024
Rachel Boulds		Date
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on 10-K/A Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Kermit Harris		January 26, 2024
Kermit Harris		Date
President and Director

/s/ Daniel Claycamp		January 26, 2024
Daniel Claycamp		Date
Director

/s/ David F. Lutz		January 26, 2024
David F. Lutz		Date
Director

/s/ Benjamin N. Grier		January 26, 2024
Benjamin N. Grier		Date
Director

nullnullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Aug. 31, 2023	Jan. 08, 2024	Feb. 28, 2023
Cover [Abstract]
Entity Registrant Name	ASTRA ENERGY INC.
Entity Central Index Key	0001231339
Document Type	10-K/A
Amendment Flag	true
Entity Voluntary Filers	No
Current Fiscal Year End Date	--08-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Aug. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		80,263,982
Entity Public Float			$ 22,131,991
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-52205
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-3113571
Entity Address Address Line 1	9565 Waples Street
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92121
City Area Code	800
Icfr Auditor Attestation Flag	false
Local Phone Number	705-2919
Security 12b Title	Common
Trading Symbol	ASRE
Entity Interactive Data Current	Yes
Auditor Name	Fruci Associates II PLLC
Auditor Location	Spokane, Washington
Auditor Firm Id	5525
Amendment Description	The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the Securities and Exchange Commission on January 16, is to make amendments to Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters. No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

CONSOLIDATED BALANCE SHEETS - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Current assets:
Cash	$ 23,250	$ 198,899
Other receivable - related party (Note 6)	0	194,520
Total current assets	23,250	393,419
Investment (Note 4)	2,725,000	0
Operating leases, right of use assets (Note 5)	4,818,471	0
Total Assets	7,566,721	393,419
Current liabilities:
Accounts payable	265,917	49,344
Accounts payable - related parties (Note 8)	322,500	107,200
Refundable deposits	190,000	0
Due to related party (Note 7)	0	270,185
Loan payable-related party (Note 9)	93,011
Accrued interest payable	6,840	630
Note payable (Note 10)	100,000	0
Debenture payable (Note 11)	20,000	20,000
Operating lease liability - current portion	127,460	0
Total current liabilities	1,125,728	447,359
Operating lease liability - net of current portion (Note 6)	4,691,011	0
Total Liabilities	5,816,739	447,359
Commitments and contingencies	0	0
Stockholders' Deficit:
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	0	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
Series C Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock value	748	748
Series B Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock value	0	0
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock value	8	8
Series D Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock value	305	305
Series A1 Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 31, 2023	Aug. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	67,638,982	50,355,540
Common stock, shares outstanding	67,638,982	50,355,540
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	747,870	747,870
Preferred stock, shares outstanding	747,870	747,870
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	207	207
Preferred stock, shares outstanding	207	207
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.0001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	7,774	7,774
Preferred stock, shares outstanding	7,774	7,774
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	380,000	380,000
Preferred stock, shares issued	304,558	304,558
Preferred stock, shares outstanding	304,558	304,558
Series A1 Preferred Stocks [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Aug. 31, 2023	Aug. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 0	$ 25,000
Operating Expenses:
General and administrative	127,037	179,132
Inventory impairment	0	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)	0
Early payment penalty	(20,706)	0
Impairment loss	(7,049,213)	(9,701,000)
Loss on issuance of convertible debt	(36,242)	0
Change in fair value of derivative	(50,570)	0
Gain on extinguishment of debt	151,812	0
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	0	0
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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock [Member]	Common Stock To Be Issued [Member]	Stock Subscription Receivable [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Series A1 Preferred Stock [Member]	Series D Preferred Stock [Member]	Series C Preferred Stock [Member]	Series B Preferred Stock [Member]	Series A Preferred Stock [Member]
Balance, shares at Aug. 31, 2021		42,549,540					1	304,558	747,870	207	15,774
Balance, amount at Aug. 31, 2021	$ (49,805)	$ 42,550	$ 100,000	$ (100,000)	$ 29,795,766	$ (29,889,190)	$ 0	$ 305	$ 748	$ 0	$ 16
Common stock issued for services - related party, shares		525,000
Common stock issued for services - related party, amount	411,000	$ 525	0	0	410,475	0	0	0	0	0	$ 0
Preferred shares cancelled - related party, shares											(8,000)
Preferred shares cancelled - related party, amount	0	$ 0	0	0	8	0	0	0	0	0	$ (8)
Common stock issued for services, shares		1,045,000
Common stock issued for services, amount	986,450	$ 1,045	0	0	985,405	0	0	0	0	0	0
Common stock issued for inventory, shares		150,000
Common stock issued for inventory, amount	75,000	$ 150	0	0	74,850	0	0	0	0	0	0
Prepaid common stock issued for acquisition, shares		3,800,000
Prepaid common stock issued for acquisition, amount	9,701,000	$ 3,800	0	0	9,697,200	0	0	0	0	0	0
Common stock issued for cash, shares		2,286,000
Common stock issued for cash, amount	1,158,000	$ 2,286	(80,000)	95,000	1,140,714	0	0	0	0	0	0
Net loss	(12,335,545)	$ 0	0	0	0	(12,335,545)	$ 0	$ 0	$ 0	$ 0	$ 0
Balance, shares at Aug. 31, 2022		50,355,540					1	304,558	747,870	207	7,774
Balance, amount at Aug. 31, 2022	(53,900)	$ 50,356	20,000	(5,000)	42,104,418	(42,224,735)	$ 0	$ 305	$ 748	$ 0	$ 8
Common stock issued for services - related party, shares		3,615,000
Common stock issued for services - related party, amount	1,518,750	$ 3,615	0	0	1,515,135	0	0	0	0	0	0
Common stock issued for services, shares		1,640,000
Common stock issued for services, amount	584,150	$ 1,640	0	0	582,510	0	0	0	0	0	0
Net loss	(10,430,545)	$ 0	0	0	0	(10,430,545)	0	0	0	0	0
Common stock issued for Holcomb and Regreen, shares		11,459,442
Common stock issued for Holcomb and Regreen, amount	9,867,027	$ 11,459	0	0	9,855,568	0	0	0	0	0	0
Common stock issued for cash and accounts payable, shares		569,000
Common stock issued for cash and accounts payable, amount	264,500	$ 569	(20,000)	0	283,931	0	$ 0	$ 0	$ 0	$ 0	$ 0
Balance, shares at Aug. 31, 2023		67,638,982					1	304,558	747,870	207	7,774
Balance, amount at Aug. 31, 2023	$ 1,749,982	$ 67,639	$ 0	$ (5,000)	$ 54,341,562	$ (52,655,280)	$ 0	$ 305	$ 748	$ 0	$ 8

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Aug. 31, 2023	Aug. 31, 2022
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	0
Loss on issuance of convertible debt	36,242	0
Early payment penalty	20,706	0
Change in fair value of derivative	50,570	0
Gain on extinguishment of debt	(151,812)	0
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)	0
Customer deposits	190,000	0
Accrued interest	6,210	0
Net Cash Used in Operating Activities	(593,160)	(1,073,866)
CASH FLOWS FROM INVESTING ACTIVITIES:	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares	224,500	1,158,000
Proceeds from debenture	0	20,000
Proceeds from loan payable	100,000	0
Proceeds from loan payable-related party	93,011	0
Repayment of convertible note payable	0	0
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	0	0
Non Cash Activities
Stock issued for acquisition-Holcomb	2,725,000	0
Operating lease	4,818,471	0
Stock issued for acquisition-Regreen	$ 7,049,212	$ 9,071,000

ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Aug. 31, 2023

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.

A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.

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

On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.

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

On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.

As at August 31, 2023, the Company has acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Aug. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Use of Estimates

Principles of Consolidation

Cash and Cash Equivalents

Inventory

Leases

Stock-based Compensation

Revenue Recognition

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

	·	Identification of a contract with a customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when or as the performance obligations are satisfied.

Net income (loss) per common share

	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 weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

Fair Value Measurements

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

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

Recently Issued Accounting Pronouncements

GOING CONCERN

12 Months Ended

Aug. 31, 2023

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

INVESTMENT

12 Months Ended

Aug. 31, 2023

INVESTMENT

INVESTMENT

NOTE 4 - INVESTMENT

OPERATING LEASES

12 Months Ended

Aug. 31, 2023

OPERATING LEASES

OPERATING LEASES

NOTE 5 - OPERATING LEASES

	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

Future Minimum Lease Payments are as Follows:

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

OTHER RECEIVABLE - RELATED PARTY

12 Months Ended

Aug. 31, 2023

OTHER RECEIVABLE - RELATED PARTY

OTHER RECEIVABLE - RELATED PARTY

NOTE 6 – OTHER RECEIVABLE – RELATED PARTY

DUE TO A RELATED PARTY

12 Months Ended

Aug. 31, 2023

DUE TO A RELATED PARTY

DUE TO A RELATED PARTY

NOTE 7 – DUE TO A RELATED PARTY

OTHER RELATED PARTY TRANSACTIONS

12 Months Ended

Aug. 31, 2023

OTHER RELATED PARTY TRANSACTIONS

OTHER RELATED PARTY TRANSACTIONS

NOTE 8 – OTHER RELATED PARTY TRANSACTIONS

During the year ended August 31, 2023, the Company accrued $40,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $9,750 to the CEO at August 31, 2023 ($nil – August 31, 2022).

During the year ended August 31, 2023, the Company accrued $60,000 in fees to the President. The Company owes $86,500 to the President at August 31, 2023 ($57,500 – August 31, 2022).

During the year ended August 31, 2023, the Company accrued $90,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $90,000 to the CEO at August 31, 2023 ($nil – August 31, 2022).

During the year ended August 31, 2023, the Company paid $20,000 in fees to the former CEO of a wholly owned subsidiary.

LOAN PAYABLE-RELATED PARTY

12 Months Ended

Aug. 31, 2023

LOAN PAYABLE-RELATED PARTY

LOAN PAYABLE-RELATED PARTY

NOTE 9 - LOAN PAYABLE-RELATED PARTY

During the year ended August 31, 2023, the CEO advanced $93,011 to repay an outstanding Company loan. The advance from the CEO is unsecured, non-interest bearing and has no repayment terms.

NOTE PAYABLE

12 Months Ended

Aug. 31, 2023

NOTE PAYABLE

NOTE PAYABLE

NOTE 10 - NOTE PAYABLE

DEBENTURE PAYABLE

12 Months Ended

Aug. 31, 2023

DEBENTURE PAYABLE

DEBENTURE PAYABLE

NOTE 11 – DEBENTURE PAYABLE

PREFERRED STOCK

12 Months Ended

Aug. 31, 2023

PREFERRED STOCK

PREFERRED STOCK

NOTE 12 – PREFERRED STOCK

Series A Convertible Preferred

Series A1 Preferred

Series B Preferred

Series C Preferred

Series D Preferred

COMMON STOCK

12 Months Ended

Aug. 31, 2023

COMMON STOCK

COMMON STOCK

NOTE 13 – COMMON STOCK

During the year ended August 31, 2022, the Company sold 2,286,000 Units of its common stock at $0.50, for total cash proceeds of $1,143,000.

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

Refer to Note 8 for related party transactions.

STOCK SUBSCRIPTIONS RECEIVABLE

12 Months Ended

Aug. 31, 2023

STOCK SUBSCRIPTIONS RECEIVABLE

STOCK SUBSCRIPTIONS RECEIVABLE

NOTE 14 – STOCK SUBSCRIPTIONS RECEIVABLE

WARRANTS

12 Months Ended

Aug. 31, 2023

WARRANTS

WARRANTS

NOTE 15 – WARRANTS

During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock. Each Unit consists of one common share and one warrant to purchase one additional share of common stock.

A summary of quantitative information about significant unobservable inputs used to measure the fair value of the warrants is as follows:

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

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining 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	$	—

INCOME TAXES

12 Months Ended

Aug. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 16 – INCOME TAXES

The provision for Federal income tax consists of the following for the years ended August 31, 2023 or 2022:

	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	$	—		$	—

	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	$	—		$	—

RESTATEMENT

12 Months Ended

Aug. 31, 2023

RESTATEMENT

RESTATEMENT

NOTE 17 – RESTATEMENT

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

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

Statement of Operations for the year ended August 31, 2022

	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

Consolidated Statement of Cash Flow for the year ended August 31, 2022

	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

Consolidated Statement of Stockholders Deficit for the year ended August 31, 2022

Prepaid Common stock issued for acquisition

	As Reported		Adjusted			As Restated
Common Stock - Shares		11,300,000		(7,500,000	)		3,800,000
Common Stock - Amount	$	11,300	$	(7,500	)	$	3,800
Additional Paid-In Capital	$	27,014,700		(17,317,500	)		9,697,200
Total	$	27,026,000		(17,325,000	)		9,701,000

Net loss

		As Reported				Adjusted				As Restated
Accumulated Deficit		$	(2,634,545	)			(9,701,000	)			(12,335,545	)

Balance, August 31, 2022

	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	)

SUBSEQUENT EVENTS

12 Months Ended

Aug. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

Subsequent events include those occurring through to January 15, 2024.

On September 15, 2023, Robert Holcomb was appointed to the Board of Directors

During the quarter ended November 30, 2023, the Company issued 5,000,000 common shares in exchange for the exclusive, global rights to manufacture the Holcomb In-Line Power Generator.

During the quarter ended November 30, 2023, the Company issued 125,000 common shares in exchange for services.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Aug. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Use of Estimates

Principles of Consolidation

Cash and Cash Equivalents

Leases

Inventory

Stock-based Compensation

Revenue Recognition

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

	·	Identification of a contract with a customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when or as the performance obligations are satisfied.

Net income (loss) per common share

	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 weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

Fair Value Measurements

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

Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Aug. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Net income (loss) per common share

	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	)

OPERATING LEASES (Tables)

12 Months Ended

Aug. 31, 2023

OPERATING LEASES

Schedule of yearly lease payments

	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

Schedule of Future Minimum Lease Payments

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

WARRANTS (Tables)

12 Months Ended

Aug. 31, 2023

WARRANTS

Summary of quantitative information

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

Schedule of outstanding granted

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining 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	$	—

INCOME TAXES (Tables)

12 Months Ended

Aug. 31, 2023

INCOME TAXES

Schedule of Federal income tax

	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	$	—		$	—

Schedule of net deferred tax

	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	$	—		$	—

RESTATEMENT (Tables)

12 Months Ended

Aug. 31, 2023

RESTATEMENT

Schedule of Restatement of financial statements

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

Schedule of Restatement of Statement of Operations

	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

Schedule of Consolidated Statement of Cash Flow

	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

Schedule of Common stock issued for acquisition

	As Reported		Adjusted			As Restated
Common Stock - Shares		11,300,000		(7,500,000	)		3,800,000
Common Stock - Amount	$	11,300	$	(7,500	)	$	3,800
Additional Paid-In Capital	$	27,014,700		(17,317,500	)		9,697,200
Total	$	27,026,000		(17,325,000	)		9,701,000

Schedule of Net loss

		As Reported				Adjusted				As Restated
Accumulated Deficit		$	(2,634,545	)			(9,701,000	)			(12,335,545	)

Schedule of Balance Amount

	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	)

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares	1 Months Ended		12 Months Ended
	Aug. 31, 2023	Oct. 27, 2022	Aug. 31, 2023
Astra Holcomb Energy System LLC [Member]
Common stock issued in exchange			5,000,000
October 27, 2022 \| Astra Holcomb Energy System LLC [Member]
Outstanidng share acquisition percentage		50.00%
Common stock issued in exchange		5,000,000
August 31, 2023 [Member] \| Regreen Technologies [Member]
Outstanidng share acquisition percentage	28.00%
Common stock issued in exchange	7,759,442

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Aug. 31, 2023 shares
Series A Preferred Stock [Member]
Potentially dilutive shares	7,774
Series D Preferred Stock [Member]
Potentially dilutive shares	304,558
Convertible Debenture
Potentially dilutive shares	20,000

GOING CONCERN (Details Narrative) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
GOING CONCERN
Accumulated deficit	$ (52,655,280)	$ (42,224,735)

INVESTMENT IN SUBSIDIARY (Details Narrative) - USD ($) shares in Millions	12 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Investment in subsidiary	$ 2,725,000	$ 0
Astra Holcomb Energy System LLC [Member]
Acquisition of common stock, shares	5
Investment in subsidiary	$ 2,725,000
Acquisition ownership percentage of outstanding shares	50.00%

OPERATING LEASES (Details) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Operating lease asset	$ 4,818,471	$ 0
Operating lease liability - current portion	127,460	0
Operating lease liability - noncurrent portion	4,691,011	$ 0
Total lease liability	4,818,471
Lease Agreement [Member]
Operating lease asset	4,818,471
Total lease asset	4,818,471
Operating lease liability - current portion	127,460
Operating lease liability - noncurrent portion	4,691,011
Total lease liability	$ 4,818,471

OPERATING LEASES (Details1)	Aug. 31, 2023 USD ($)
OPERATING LEASES
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	$ 4,818,471

OPERATING LEASES (Details Narrative)	May 10, 2023 USD ($) a
Revolutionary Government of Zanzibar One [Member]
Term of the lease	33 years
Lease payments	$ 160,700
Lease Agreement area \| a	198.5
Revolutionary Government Of Zanzibar Member
Term of the lease	33 years
Lease payments	$ 6,914

OTHER RECEIVABLE RELATED PARTY (Details Narrative)	12 Months Ended
OTHER RECEIVABLE RELATED PARTY (Details Narrative)	Aug. 31, 2022 USD ($)
OTHER RECEIVABLE RELATED PARTY (Details Narrative)
Other receivable - related party	$ (194,520)

DUE TO A RELATED PARTY (Details Narrative)	Aug. 31, 2023 USD ($)
Regreen Technologies Inc [Member]
Due to a related party	$ 270,185

OTHER RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Common stock, shares issued	200,000
Common stock shared value	$ 2.10
Non cash compensation	$ 420,000
Corporate Secretary [Member]
Proceeds from related party	11,500	$ 0
Fees accrued	24,000
CEO Of Wholly Owned Subsdiary [Member]
Amounts owed by the company	9,750	0
Fees accrued	40,000
Service Agreement With CEO [Member]
Proceeds from related party	90,000	0
Cash Compensation	10,000
CEO One [Member]
Proceeds from related party	127,011	0
Total cash advances	127,011
CEO Of Wholly Owned Subsdiary One [Member]
Proceeds from related party	6,250	0
Total cash advances	$ 6,250
Vice President [Member]
Common stock, shares issued	200,000
Common stock shared value	$ 2.33
Non cash compensation	$ 466,000
Received cash	$ 12,000
Chief Operating Officer [Member]
Common stock, shares issued	90,000
Common stock shared value	$ 0.25
Non cash compensation	$ 22,500
Services agreement invoice	$ 12,500
Corporate Communications Officer [Member]
Common stock, shares issued	100,000
Common stock shared value	$ 0.05
Non cash compensation	$ 5,000
President [Member]
Common stock, shares issued	2,000,000
Common stock shared value	$ 0.21
Non cash compensation	$ 420,000
Proceeds from related party	86,500	57,500
Fees accrued	$ 60,000
CEO [Member]
Common stock, shares issued	1,000,000
Common stock shared value	$ 0.21
Non cash compensation	$ 210,000
Proceeds from related party	90,000	0
Fees accrued	90,000
Fees paid	20,000
Chief Financial Officer [Member]
Proceeds from related party	10,750	$ 0
Fees accrued	$ 24,000
Director Of The Company [Member]
Common stock, shares issued	75,000
Common stock shared value	$ 0.17
Non cash compensation	$ 12,750

LOAN PAYABLE-RELATED PARTY (Details Narrative)	Aug. 31, 2023 USD ($)
Loan payable-related party	$ 93,011
CEO [Member] \| Unsecured Debt [Member]
Loan payable-related party	$ 93,011

NOTE PAYABLE (Details Narrative)	Feb. 16, 2023 USD ($)
NOTE PAYABLE
Note payable	$ 100,000
Interst rate	10.00%

DEBENTURE PAYABLE (Details Narrative) - USD ($)	Jan. 11, 2022	Aug. 31, 2023
DEBENTURE PAYABLE
Interest amount owed to the holders of convertible debenture		$ 1,470
Debt interest rate	8.00%
Conversion price	$ 1.00

PREFERRED STOCK (Details Narrative) - $ / shares	1 Months Ended	12 Months Ended
PREFERRED STOCK (Details Narrative) - $ / shares	Jan. 19, 2022	Aug. 31, 2023	Aug. 31, 2022	Apr. 24, 2020
Cancelled Shares	8,000
Description of liquidation		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
Series C Preferred Stock [Member]
Conversion price		$ 1.20
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, shares authorized		1,000,000	1,000,000
Exercised term		5 years
Preferred stock, par value		$ 0.001	$ 0.001
Series B Preferred Stock [Member]
Preferred stock, shares authorized		100,000	100,000
Exercised term		5 years
Preferred stock, par value		$ 0.0001	$ 0.0001
Series A1 Preferred Stocks [Member]
Preferred stock, shares authorized		1	1
Preferred stock, par value		$ 0.001	$ 0.001	$ 0.0001
Series D Preferred Stock [Member]
Preferred stock stated value		40.00
Conversion price		$ 0.80
Preferred stock, shares authorized		380,000	380,000
Preferred stock, par value		$ 0.001	$ 0.001
Series A Convertible Preferred [Member]
Conversion price		$ 0.75
Preferred stock dividends rate		8.00%

COMMON STOCK (Details Narrative) - USD ($)	12 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Number of share sold during quarter	569,000	2,286,000
Shares price		$ 0.50
Common stock, par value	$ 0.001	$ 0.001
Cash proceeds	$ 284,500	$ 1,143,000
Non-cash compensation	692,009	$ 986,450
Impairment loss	$ 7,049,212
Regreen Technologies Inc [Member]
Common share issued	6,459,442	11,300,000
Average shares price	$ 1.05
Interest rate	9.50%
Closing price shares		10,000,000
Impairment loss		$ 9,701,000
Stock 1 [Member]
Common share issued		200,000
Shares price		$ 0.90
Common stock, par value	$ 0.50
Non-cash compensation		$ 180,000
Stock 2 [Member]
Common share issued	100,000	500,000
Shares price		$ 0.78
Non-cash compensation	$ 60,000	$ 390,000
Stock 3 [Member]
Common share issued	250,000	70,000
Shares price		$ 1.06
Non-cash compensation	$ 287,500	$ 74,200
Stock 4 [Member]
Common share issued	50,000	50,000
Shares price		$ 0.51
Non-cash compensation	$ 15,000	$ 25,500
Stock 5 [Member]
Common share issued	240,000	25,000
Shares price		$ 0.53
Non-cash compensation	$ 50,400	$ 13,250
Stock 6 [Member]
Common share issued	50,000	50,000
Shares price		$ 1.00
Non-cash compensation	$ 8,000	$ 50,000
Stock 7 [Member]
Common share issued	250,000	100,000
Shares price		$ 2.28
Non-cash compensation	$ 40,000	$ 228,000
Stock 8 [Member]
Common share issued	200,000	50,000
Shares price		$ 0.51
Non-cash compensation	$ 28,000	$ 25,500
Stock 9 [Member]
Common share issued	75,000	150,000
Shares price		$ 0.50
Non-cash compensation	$ 8,250
Stock 10 [Member]
Common share issued	250,000
Non-cash compensation	$ 31,250
Stock 11 [Member]
Common share issued	75,000
Non-cash compensation	$ 15,750
Stock 12 [Member]
Common share issued	100,000
Non-cash compensation	$ 40,000
Stock 13 [Member]
Common share issued	5,000,000
Common stock, par value	$ 0.545

STOCK SUBSCRIPTIONS RECEIVABLE (Details Narrative) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
STOCK SUBSCRIPTIONS RECEIVABLE
Subscription receivable, amount	$ 5,000	$ 5,000
Subscription receivable, share		10,000

WARRANTS (Details)	12 Months Ended
WARRANTS (Details)	Aug. 31, 2023 $ / shares
Exercise price	$ 1.00
Risk-free rate	4.38%
Dividend rate	0.00%
Years to maturity	2 years
Maximum [Member]
Stock price	$ 2.20
Volatility (annual)	769.90%
Minimum [Member]
Stock price	$ 0.45
Volatility (annual)	657.80%

WARRANTS (Details 1) - $ / shares	12 Months Ended
WARRANTS (Details 1) - $ / shares	Aug. 31, 2023	Aug. 31, 2022
WARRANTS
Number of Warrants, Outstanding, beginning	2,326,000
Number of Warrants, Issued	569,000	2,326,000
Number of Warrants, Outstanding, ending	2,895,000	2,326,000
Weighted Average Exercise Price, Oustanding, beginning	$ 1.00
Weighted Average Exercise Price, Issued	1.00	$ 1.00
Weighted Average Exercise Price, Oustanding, ending	$ 1.00	$ 1.00
Weighted Average Remaining Contract Term Outstanding, beginning term	1 year 6 months 4 days
Weighted Average Remaining Contract Term, Issued	2 years	2 years
Weighted Average Remaining Contract Term Outstanding, ending	6 months 21 days	1 year 6 months 3 days

WARRANTS (Details Narrative) - Scenario 1 [Member]	12 Months Ended
WARRANTS (Details Narrative) - Scenario 1 [Member]	Aug. 31, 2023 USD ($) shares
Warrants sold	569,000
Number of warrants	569,000
Aggregate fair value of warrants sold \| $	$ 132,250
Warrant exercise description	The Warrants must be exercised at the earlier of two years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five consecutive trading days.

INCOME TAXES (Details) - USD ($)	12 Months Ended	24 Months Ended
INCOME TAXES (Details) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Federal income tax expense benefit attributable to
Current operations	$ 699,000	$ 553,000
Less:valuation allowance	(699,000)	(553,000)
Net provision for federal income taxes	$ 0	$ 0

INCOME TAXES (Details 1) - USD ($)	Aug. 31, 2023	Aug. 31, 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	$ 0	$ 0

INCOME TAXES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 22, 2017	Aug. 31, 2023	Aug. 31, 2022
INCOME TAXES
Net operating loss carryforward		$ 7,529,000	$ 6,830,000
U.S. federal corporate income tax rate	21.00%
Cumulative tax effect at the expected rate		21.00%

RESTATEMENT (Details) - USD ($)	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2021
Cash	$ 23,250	$ 198,899
Other receivable-related party	0	194,520
Total Assets	7,566,721	393,419
Accounts payable	265,917	49,344
Accrued interest payable	6,840	630
Total Liabilities	5,816,739	447,359
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	67,639	50,356
Stock subscriptions receivable	(5,000)	(5,000)
Common stock to be issued	0	20,000
Additional paid-in capital	54,341,562	42,104,418
Accumulated deficit	(52,655,280)	(42,224,735)
Total Stockholders' Equity	1,749,982	(53,900)	$ (49,805)
Total Liabilities and Stockholders' Equity	7,566,721	393,419
Total Liabilities and Stockholders' Equity	(7,566,721)	(393,419)
Series A Preferred Stock [Member]
Preferred stock value	8	8
Series B Preferred Stock [Member]
Preferred stock value	0	0
Series C Preferred Stock [Member]
Preferred stock value	748	748
Series D Preferred Stock [Member]
Preferred stock value	305	305
As Reported [Member]
Cash		198,899
Prepaid stock for acquisition		27,026,000
Other receivable-related party		194,520
Total Assets		27,419,419
Accounts payable		49,344
Accounts payable- related parties		107,200
Due to a related party		270,185
Accrued interest payable		630
Debenture payable		20,000
Total Liabilities		447,359
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
Stock subscriptions receivable		(5,000)
Common stock to be issued		20,000
Additional paid-in capital		59,421,878
Accumulated deficit	(2,634,545)	(32,523,735)
Total Stockholders' Equity		26,972,060
Total Liabilities and Stockholders' Equity		27,419,419
Total Liabilities and Stockholders' Equity		(27,419,419)
As Reported [Member] \| Series A Preferred Stock [Member]
Preferred stock value		8
As Reported [Member] \| Series B Preferred Stock [Member]
Preferred stock value		0
As Reported [Member] \| Series C Preferred Stock [Member]
Preferred stock value		748
As Reported [Member] \| Series D Preferred Stock [Member]
Preferred stock value		305
As Reported [Member] \| Series A1 Preferred Stock [Member]
Preferred stock value		0
Adjusted [Member]
Cash		0
Prepaid stock for acquisition		(27,026,000)
Other receivable-related party		0
Total Assets		27,026,000
Accounts payable		0
Accounts payable- related parties		0
Due to a related party		0
Accrued interest payable		0
Debenture payable		0
Total Liabilities		0
Stock subscriptions receivable		0
Common stock to be issued		0
Additional paid-in capital		(17,317,500)
Accumulated deficit	(9,701,000)	(9,701,000)
Total Stockholders' Equity		(27,026,000)
Total Liabilities and Stockholders' Equity		27,026,000
Total Liabilities and Stockholders' Equity		(27,026,000)
Adjusted [Member] \| Series A Preferred Stock [Member]
Preferred stock value		0
Adjusted [Member] \| Series B Preferred Stock [Member]
Preferred stock value		0
Adjusted [Member] \| Series C Preferred Stock [Member]
Preferred stock value		0
Adjusted [Member] \| Series D Preferred Stock [Member]
Preferred stock value		0
Adjusted [Member] \| Series A1 Preferred Stock [Member]
Preferred stock value		0
As Restated [Member]
Cash		198,899
Other receivable-related party		194,520
Total Assets		393,419
Accounts payable		49,344
Accounts payable- related parties		107,200
Due to a related party		270,185
Accrued interest payable		630
Debenture payable		20,000
Total Liabilities		447,359
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		50,356
Stock subscriptions receivable		(5,000)
Common stock to be issued		20,000
Additional paid-in capital		42,104,378
Accumulated deficit	$ (12,335,545)	(42,224,735)
Total Stockholders' Equity		(53,940)
Total Liabilities and Stockholders' Equity		393,419
Total Liabilities and Stockholders' Equity		(393,419)
As Restated [Member] \| Series A Preferred Stock [Member]
Preferred stock value		8
As Restated [Member] \| Series B Preferred Stock [Member]
Preferred stock value		0
As Restated [Member] \| Series C Preferred Stock [Member]
Preferred stock value		748
As Restated [Member] \| Series D Preferred Stock [Member]
Preferred stock value		305
As Restated [Member] \| Series A1 Preferred Stock [Member]
Preferred stock value		$ 0

RESTATEMENT (Details 1) - USD ($)	12 Months Ended
RESTATEMENT (Details 1) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Revenue	$ 0	$ 25,000
General and administrative	127,037	179,132
Inventory impairment	0	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)
Foreign exchange	2,208	(13)
Interest expense	(13,510)	(2,767)
Impairment loss	(7,049,213)	(9,701,000)
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	0	0
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
As Reported [Member]
Revenue		$ 25,000
General and administrative		179,132
Inventory impairment		75,000
Business development		712,683
Consulting - related party		60,000
Executive compensation		1,034,450
Stock compensation-consulting		595,500
Total operating expenses		2,656,765
Loss from operations		(2,631,765)
Foreign exchange		(13)
Interest expense		(2,767)
Impairment loss		0
Total other expense		(2,780)
Loss before provision for income taxes		(2,634,545)
Provision for income taxes		0
Net Loss		$ (2,634,545)
Net loss per share, basic and diluted		$ (0.06)
Weighted average shares outstanding, basic and diluted		70,475,577
Adjusted [Member]
Revenue		$ 0
General and administrative		0
Inventory impairment		0
Business development		0
Consulting - related party		0
Executive compensation		0
Stock compensation-consulting		0
Total operating expenses		0
Loss from operations		0
Foreign exchange		0
Interest expense		0
Impairment loss		(9,701,000)
Total other expense		(9,701,000)
Loss before provision for income taxes		(9,701,000)
Provision for income taxes		0
Net Loss		$ (9,701,000)
Net loss per share, basic and diluted		$ 0
As Restated [Member]
Revenue		$ 25,000
General and administrative		179,132
Inventory impairment		75,000
Business development		712,683
Consulting - related party		60,000
Executive compensation		1,034,450
Stock compensation-consulting		595,500
Total operating expenses		2,656,765
Loss from operations		(2,631,765)
Foreign exchange		(13)
Interest expense		(2,767)
Impairment loss		(9,701,000)
Total other expense		(9,703,780)
Loss before provision for income taxes		(12,335,545)
Provision for income taxes		0
Net Loss		$ (12,335,545)
Net loss per share, basic and diluted		$ (0.27)
Weighted average shares outstanding, basic and diluted		45,567,354

RESTATEMENT (Details 2) - USD ($)	12 Months Ended
RESTATEMENT (Details 2) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Impairment loss	$ (7,049,213)	$ (9,701,000)
Net Loss	$ (10,430,545)	(12,335,545)
As Reported [Member]
Impairment loss		0
Net Loss		(2,635,545)
Adjusted [Member]
Impairment loss		(9,701,000)
Net Loss		(9,701,000)
As Restated [Member]
Impairment loss		(9,701,000)
Net Loss		$ (12,335,545)

RESTATEMENT (Details 3) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Additional Paid-In Capital	$ 54,341,562	$ 42,104,418
Common Stock - Amount	$ 67,639	$ 50,356
Common Stock - Shares	67,638,982	50,355,540
As Reported [Member]
Additional Paid-In Capital		$ 59,421,878
Total, balance		26,972,060
Common Stock - Amount		57,856
As Reported [Member] \| Common stock Acquisition [Member]
Additional Paid-In Capital		(27,014,700)
Total, balance		(27,026,000)
Common Stock - Amount		$ 11,300
Common Stock - Shares		11,300,000
As Restated [Member]
Additional Paid-In Capital		$ 42,104,378
Total, balance		(53,900)
Common Stock - Amount		50,356
As Restated [Member] \| Common stock Acquisition [Member]
Additional Paid-In Capital		(9,697,200)
Total, balance		(9,701,000)
Common Stock - Amount		$ 3,800
Common Stock - Shares		3,800,000
Adjusted [Member]
Additional Paid-In Capital		$ (17,317,500)
Total, balance		(27,025,960)
Adjusted [Member] \| Common stock Acquisition [Member]
Additional Paid-In Capital		(17,317,500)
Total, balance		(17,325,000)
Common Stock - Amount		$ 7,500
Common Stock - Shares		7,500,000

RESTATEMENT (Details 4) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Accumulated deficit	$ (52,655,280)	$ (42,224,735)
As Reported [Member]
Accumulated deficit	(2,634,545)	(32,523,735)
Adjusted [Member]
Accumulated deficit	(9,701,000)	(9,701,000)
As Restated [Member]
Accumulated deficit	$ (12,335,545)	$ (42,224,735)

RESTATEMENT (Details 5) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Accumulated deficit	$ (52,655,280)	$ (42,224,735)
As Reported [Member]
Accumulated deficit	(2,634,545)	(32,523,735)
Additional Paid-In Capital		59,421,878
Total, balance		26,972,060
Adjusted [Member]
Accumulated deficit	(9,701,000)	(9,701,000)
Additional Paid-In Capital		(17,317,460)
Total, balance		(27,025,960)
As Restated [Member]
Accumulated deficit	$ (12,335,545)	(42,224,735)
Additional Paid-In Capital		42,104,418
Total, balance		$ (53,900)