~~U.S.~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~[x]~~

☒

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

For the quarterly period ended ~~May 31, 2010~~

February 28, 2023

~~[ ]~~

☐

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

For the transition period from ~~_______________~~___________ to ~~_______________~~

___________

Commission File Number

~~Ocean Smart, Inc.~~

~~(Exact name of registrant as specified in its charter)~~

000-52205

~~Nevada~~		~~20-3113571~~ ASTRA ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada

20-3113571

(State or other jurisdiction

incorporation or organization)

(IRS Employer

Identification No.)

~~US Representative Office~~

~~400 Professional Drive,~~

9565 Waples Street, Suite ~~310, Gaithersburg, Maryland 20878~~

200, San Diego, CA 92121

(Address of principal executive ~~offices (zip~~offices) (Zip Code)

1-800-705-2919

(Registrant’s telephone number, including area code))

~~(250) 757-9811~~

~~(Issuer's telephone number)~~

N/A

(Former ~~address)~~

~~Check~~name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common

ASRE

OTCQB

Indicate by check mark whether the ~~issuer~~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 ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X ]~~☒ No ~~[ ]~~

☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(Sec.~~ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes ~~[ ]~~☒ No ~~[ ]~~

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer.~~filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~large accelerated filer”~~“emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large accelerated filer	☐	Accelerated ~~Filer~~filer		~~Accelerated Filer~~	☐
Non-accelerated ~~filer~~Filer	☒	Emerging growth company	☐
Smaller reporting company	X ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of ~~1934) Yes [ ] No [X]~~

Asshares outstanding of ~~July 20, 2010, there were 26,812,666~~each of the issuer’s classes of common stock, as of the latest practicable date: 73,528,982 common shares issued and outstanding as of Common Stock, par value $0.0001 outstanding, 7,773,998 shares of Series A Preferred Stock, par value is $.001, 207 shares of Series B Preferred Stock, par value is $.001, 747,870 shares of Series C Preferred Stock, par value is $.001 and 304,558 shares of Series D Preferred Stock, par value is $.001.

~~TABLE OF CONTENTS~~

April 18, 2023.

~~PART I - FINANCIAL INFORMATION~~

ASTRA ENERGY, INC.

FORM 10-Q

For the Quarterly Period Ended February 28, 2023

INDEX


~~Item 1. Financial Statements~~	3 2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASTRA ENERGY INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets ~~at May 31, 2010~~as of February 28, 2023 (unaudited) and August 31, ~~2009~~2022	3	F-2

~~Unaudited~~ Condensed Consolidated Statements of Operations for the ~~three~~Three and ~~nine months~~Six Months ended ~~May 31, 2010~~February 28, 2023 and ~~2009~~ 2022 (unaudited)	4	F-3
Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Six Months ended February 28, 2023 and 2022 (unaudited)		F-4
~~Unaudited~~ Condensed Consolidated Statements of Cash Flows for the ~~nine months~~Six Months ended ~~May 31, 2010~~February 28, 2023 and ~~2009~~ 2022 (unaudited)	5	F-5
Notes to the Condensed Consolidated Financial Statements (unaudited)		F-6


~~Unaudited Notes to Consolidated Financial Statements~~	6 F-1

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED BALANCE SHEETS

	February 28, 2023			August 31, 2022
ASSETS	(Unaudited)
Current assets:
Cash	$	50,687		$	198,899
Prepaid stock for acquisition (Note 4)		33,713,913			27,026,000
Other receivable-related party		—			194,520
Total current assets		33,764,600			27,419,419
Investment in subsidiary (Note 5)		3,000,000			—
Total Assets	$	36,764,600		$	27,419,419

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	124,415		$	49,344
Accounts payable- related parties (Note 6)		177,600			107,200
Due to a related party (Note 7)		15,680			270,185
Accrued interest payable		1,373			630
Note payable		100,000			—
Convertible note payable, net of discount of $66,365		2,885			—
Derivative liability		131,504			—
Debenture payable (Note 8)		20,000			20,000
Total current liabilities		573,457			447,359

Total Liabilities		573,457			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 $0.00001, 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; 73,528,982 and 57,855,540 shares issued and outstanding, respectively		73,529			57,856
Stock subscriptions receivable (Note 13)		(5,000	)		(5,000	)
Common stock to be issued		—			20,000
Additional paid-in capital		71,297,518			59,421,878
Accumulated deficit		(35,175,965	)		(32,523,735	)
Total Stockholders’ Deficit		36,191,143			26,972,060

Total Liabilities and Stockholders’ Deficit	$	36,764,600		$	27,419,419

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


~~Item 2. Management’s Discussion and Analysis or Plan of Operation~~	10 F-2

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended February 28,						For the Six Months Ended February 28,
	2023			2022			2023			2022
Revenue	$	—		$	25,000		$	—		$	25,000

Operating Expenses:
General and administrative		32,915			116,493			80,937			479,685
Business development		168,251			—			440,192			—
Consulting - related party		—			15,000			960			30,000
Executive compensation		687,000			259,500			1,620,000			369,000
Stock compensation-consulting		87,900			570,000			435,400			595,000
Total operating expenses		976,066			960,993			2,577,489			1,473,685

Loss from operations		(976,066	)		(935,993	)		(2,577,489	)		(1,448,685	)

Other expense:
Foreign exchange		(765	)		—			(365	)		—
Interest expense		(5,657	)		(210	)		(7,873	)		(210	)
Loss on issuance of convertible debt		(36,242	)		—			(36,242	)		—
Change in fair value of derivative		(30,261	)		—			(30,261	)		—
Total other expense		(72,925	)		(210	)		(74,741	)		(210	)

Loss before income taxes		(1,048,991	)		(936,203	)		(2,652,230	)		(1,448,895	)

Provision for income taxes		—			—			—			—

Net Loss	$	(1,048,991	)	$	(936,203	)	$	(2,652,230	)	$	(1,448,895	)

Net loss per share, basic and diluted and diluted	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.03	)

Weighted average common shares outstanding, basic and diluted		70,642,209			44,545,484			66,048,782			43,942,402

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


~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~	15 F-3

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2023 AND 2022 (Unaudited)

	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, 2022		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		57,855,540	$	57,856	$	20,000		$	(5,000	)	$	59,421,878	$	(32,523,735	)	$	26,972,060
Shares issued for services - related party		—		—		—		—		—		—		—		—		—		—		350,000		350		—			—			848,150		—			848,500
Shares issued for services		—		—		—		—		—		—		—		—		—		—		350,000		350		—			—			347,150		—			347,500
Shares issued for acquisition		—		—		—		—		—		—		—		—		—		—		7,650,000		7,650		—			—			8,547,350		—			8,555,000
Common stock issued for cash		—		—		—		—		—		—		—		—		—		—		569,000		569		(20,000	)		—			283,931		—			264,500
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(1,603,239	)		(1,603,239	)
Balance, November 30, 2022		7,774		8		1		—		207		—		747,870		748		304,558		305		66,774,540		66,775		—			(5,000	)		69,448,459		(34,126,974	)		35,384,321
Shares issued for services - related party		—		—		—		—		—		—		—		—		—		—		3,190,000		3,190		—			—			654,310		—			657,500
Shares issued for services		—		—		—		—		—		—		—		—		—		—		290,000		290		—			—			65,110		—			65,400
Shares issued for acquisition		—		—		—		—		—		—		—		—		—		—		3,274,442		3,274		—			—			1,129,639		—			1,132,913
Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—			—			—		(1,048,991	)		(1,048,991	)
Balance, February 28, 2023		7,774	$	8		1	$	—		207	$	—		747,870	$	748		304,558	$	305		73,528,982	$	73,529	$	—		$	(5,000	)	$	71,297,518	$	(35,175,965	)	$	36,191,143

	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		—			—			—			—		—		—		—		—		—		—		200,000		200		—			—			44,800		—			45,000
Common stock issued for services		—			—			—			—		—		—		—		—		—		—		50,000		50		—			—			64,450		—			64,500
Common stock issued for cash		—			—			—			—		—		—		—		—		—		—		1,281,000		1,281		(80,000	)		87,500			639,219		—			648,000
Net loss		—			—			—			—		—		—		—		—		—		—		—		—		—			—			—		(512,692	)		(512,692	)
Balance, November 30, 2021		15,774			16			1			—		207		—		747,870		748		304,558		305		44,080,540		44,081		20,000			(12,500	)		30,544,235		(30,401,882	)		195,003
Common stock issued for services - related party		—			—			—			—		—		—		—		—		—		—		250,000		250		—			—			194,750		—			195,000
Common stock issued for services		—			—			—			—		—		—		—		—		—		—		700,000		700		—			—			530,300		—			531,000
Common stock issued for inventory		—			—			—			—		—		—		—		—		—		—		150,000		150		—			—			74,850		—			75,000
Common stock issued for cash		—			—			—			—		—		—		—		—		—		—		275,000		275		(20,000	)		(10,000	)		137,225		—			107,500
Preferred shares cancelled		(8,000	)		(8	)		(1	)		—		—		—		—		—		—		—		—		—		—			—			8		—			—
Net loss		—			—			—			—		—		—		—		—		—		—		—		—		—			—			—		(936,203	)		(936,203	)
Balance, February 28, 2022		7,774		$	8			—		$	—		207	$	—		747,870	$	748		304,558	$	305		45,455,540	$	45,456	$	—		$	(22,500	)	$	31,481,368	$	(31,338,085	)	$	167,300

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


~~Item 4T. Controls and Procedures~~	15 F-4

Table of Contents

ASTRA ENERGY INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Six Months Ended February 28,
	2023			2022
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(2,652,230	)	$	(1,448,895	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related party		1,506,000			240,000
Stock based compensation		412,900			595,500
Debt discount amortization		2,885			—
Loss on issuance of convertible debt		36,242			—
Change in fair value of derivative		30,261			—
Changes in assets and liabilities:
Inventory		—			(106,913	)
Agreement receivable		—			(157,625	)
Accounts payable		75,071			57,740
Accounts payable – related party		70,400			2,500
Due to related party		(59,984	)		—
Accrued interest		743			210
Net Cash Used in Operating Activities		(577,712	)		(817,483	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debenture		—			20,000
Proceeds from note payable		100,000			—
Proceeds from convertible note payable		65,000			—
Common stock issued for cash		264,500			755,500
Net Cash Provided by Financing Activities		429,500			775,500

Net Change in Cash		(148,212	)		(41,983	)
Cash at Beginning of period		198,899			94,765
Cash at End of period	$	50,687		$	52,782

Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—

Supplemental disclosure of non-cash investing activity:
Common stock issued for inventory	$	—		$	75,000
Common stock issued for investment in subsidiary	$	3,000,000		$	—
Common stock issued for prepayment of acquisition	$	6,687,912		$	—

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

F-5

Table of Contents

ASTRA ENERGY INC.

Notes to the Condensed Consolidated Financial Statements

February 28, 2023

(Unaudited)

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.

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

On August 5, 2022, the Company entered into an agreement to acquire a 68.2% interest in Regreen Technologies Inc. (“Regreen”), a California corporation, in exchange for 10,000,000 shares of the Company’s common stock and an agreement to pay $250,000 in cash. Regreen is in the business of converting organic and solid waste material into marketable bio-products utilizing its patented series of equipment and processes.

On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen Technologies Inc. in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.

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

On September 19, 2022, the Company acquired a 3.1% interest in Regreen Technologies Inc. in exchange for 2,750,000 shares of the Company’s common stock.

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


~~PART II – OTHER INFORMATION~~	16 F-6

~~Item 1. Legal Proceedings~~	16 Table of Contents

~~Item 1A. Risk Factors~~	16

~~Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds~~	16

~~Item 3. Defaults Upon Senior Securities~~	17

~~Item 4. (Removed and Reserved)~~	17

~~Item 5. Other Information~~	17

~~Item 6. Exhibits~~	17

On November 20, 2022, the Company and its subsidiary, Regreen Technologies Inc. (“Regreen”) entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company. The Joint Venture will manufacture, distribute, and deploy the patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture. The agreement will be completed upon receipt by Regreen of certain payments from Viecotech.

On January 12, 2023, the Company acquired an 7.5% interest in Regreen Technologies Inc. in exchange for 1,216,288 shares of the Company’s common stock.

On January 16, 2023, the Company acquired an 8.2% interest in Regreen Technologies Inc. in exchange for 2,058,154 shares of the Company’s common stock.

NOTE 2

~~PART I – FINANCIAL INFORMATION~~

OCEAN SMART, INC.
CONSOLIDATED BALANCE SHEETS
MAY 31, 2010 and AUGUST 31, 2009

May 31, August 31,
2010 2009
(unaudited)
ASSETS

Current assets:
Cash $ 9,521 $ 12,356
Accounts receivable, net 150,126 233,376
Inventory 790,674 553,311
Other current assets 63,823 52,056

  Total current assets 1,014,144 851,099

Property, plant and equipment, net 3,069,608 3,350,709

Long-term inventory 708,112 1,075,463

Other assets 25,229 9,335

Total assets $ 4,817,093 $ 5,286,606

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short term debt $ 160,945 $ 161,932
Line of credit 77,307 75,194
Current portion of long term debt 310,056 354,318
Accounts payable and accrued liabilities 1,387,144 1,111,503

Total current liabilities 1,935,452 1,702,947

Long term debt, net current portion 619,640 598,306

Total liabilities 2,555,092 2,301,253

COMMITMENTS AND CONTINGENCIES

Stockholders' equity
Series A Preferred  stock, par $0.001, 10,000,000 7,774 7,774
  authorized, 7,773,998 issued and outstanding
  at May 31, 2010 and August 31, 2009, respectively
Series B Preferred  stock, par $0.001, 220 - -
  authorized, 207 issued and outstanding  at
May 31, 2010 and August 31, 2009, respectively
Series C Preferred  stock, par $0.001, 1,000,000 748 748
  authorized, 747,870 issued and outstanding
  at May 31, 2010 and August 31, 2009, respectively
Series D Preferred  stock, par $0.001, 380,000 305 305
  authorized, 304,558 issued and outstanding
  at May 31, 2010 and August 31, 2009, respectively
Common stock, par $0.0001, 100,000,000 authorized, 2,636 2,592
  26,370,147 and 25,920,296  issued and outstanding at
  May 31, 2010 and August 31, 2009, respectively
Additional paid in capital 28,711,885 28,372,640
Accumulated deficit (26,230,756 ) (25,008,570 )
Accumulated other comprehensive income (loss) -
foreign exchange adjustment (230,591 ) (390,136 )

Total stockholders' equity 2,262,001 2,985,353

Total liabilities and stockholders' equity $ 4,817,093 $ 5,286,606

~~See accompanying notes to~~ -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited condensed consolidated financial statements

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MAY 31, 2010 and 2009
(unaudited)

THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
2010 2009 2010 2009

Revenue $ 536,152 $ 319,147 $ 1,764,182 $ 1,329,229
Cost of goods sold 581,593 525,800 1,766,571 1,895,038

Gross profit (loss) (45,441 ) (206,653 ) (2,389 ) (565,809 )

Expenses:
      General and administrative expenses 136,084 373,862 503,786 899,395
      Salaries and benefits 98,154 88,413 324,827 256,347

Total operating expenses (234,238 ) (462,275 ) (828,613 ) (1,155,742 )

Loss from operations (279,679 ) (668,928 ) (831,002 ) (1,721,551 )

Other income (expense):
      Interest (expense), net (18,013 ) (14,287 ) (54,208 ) (37,315 )
      Other income (expense) (12,369 ) 1,461 (13,776 ) 1,461

       Total other income (expense), net (30,382 ) (12,826 ) (67,984 ) (35,854 )

Net loss (310,061 ) (681,754 ) (898,986 ) (1,757,405 )

Dividend on preferred stock - - (323,200 ) (322,395 )

Net loss applicable to
      common shareholders (310,061 ) (681,754 ) (1,222,186 ) (2,079,800 )

Foreign currency translation (2,514 ) 525,649 159,545 (185,650 )

Comprehensive loss $ (312,575 ) $ (156,105 ) $ (1,062,641 ) $ (2,265,450 )

Net loss per Share
      Basic and diluted $ (0.01 ) $ (0.03 ) $ (0.05 ) $ (0.08 )

Weighted average shares outstanding
      Basic and diluted 26,370,147 25,127,475 26,169,115 25,063,189

~~See accompanying notes to consolidated financial statements~~

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF CASHFLOWS
NINE MONTHS ENDED MAY 31, 2010 and 2009
(unaudited)

2010 2009

Cash flows from operating activities:

Net loss $ (898,986 ) $ (1,757,405 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 426,770 376,584
Stock option expense 16,089 179,737
Common stock issued for services - 17,500
Inventory impairment - 75,000
Bad debt expense 9,986 -

Changes in current assets and liabilities:
Accounts receivable 73,264 10,816
Prepaid expenses (11,768 ) 21,233
Loan receivable, related party - (70,112 )
Inventory 188,456 432,955
Accounts payable 275,641 159,972

Net cash provided by (used in) operating activities 79,452 (553,720 )

Cash flows from investing activities:
Other assets (15,625 ) (6,313 )
Purchase of property, plant and equipment (25,290 ) (92,200 )

Net cash provided by (used in) investing activities (40,915 ) (98,513 )

Cash flows from financing activities:

Net proceeds (payments) from line of credit (527 ) 16,927
Proceeds from short term debt - 40,546
Payment of short term debt (6,715 ) (43,764 )

Net cash provided by (used in) by financing activities (7,242 ) 13,709

Foreign currency translation effect (34,130 ) (47,473 )

Net decrease in cash (2,835 ) (685,997 )

Cash, beginning of period 12,356 712,298

Cash, end of period $ 9,521 $ 26,301

Supplemental disclosure of cash flow information

Non cash transactions
Issuance of stock for dividends $ 323,200 $ 322,395
Acquisition of Granscal assets for debt and common stock $ - $ 87,759

~~See accompanying notes to consolidated financial statements~~

~~OCEAN SMART, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~Note 1. Basis of Presentation, Organization and Nature of Operations~~

Ocean Smart, Inc. (or “Ocean Smart”) a Nevada Corporation, is the parent company of Island Scallops Ltd., a Vancouver Island aquaculture company. Island Scallops was established in 1989 and for over 20 years has operated a scallop farming and marine hatchery business. Island Scallops is dedicated to the farming, processing and marketing of high quality, high value marine species (scallops).

~~Basis of Presentation~~

~~Our unaudited consolidated financial statements are~~ have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America ~~for reporting interim~~(“U.S. GAAP”). The accompanying unaudited condensed consolidated financial ~~information and~~statements reflect all adjustments, consisting of only normal recurring items, which, in the ~~rules and regulations~~opinion of ~~the Securities and Exchange Commission. In management’s opinion, all adjustments~~management, are necessary for a fair ~~presentation~~statement of the ~~financial position and~~ results of operations for the periods ~~presented have been included. All such adjustments~~shown and are not necessarily indicative of ~~a normal recurring nature.~~the results to be expected for the full year ending August 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~audited consolidated~~ financial statements and related notes included in ~~our Annual Report on Form 10-K~~the Company’s financial statements for the year ended August 31, ~~2009. Results~~2022.

Use of ~~operations for~~Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~nine months ended May 31, 2010, are not necessarily indicative~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~operating results for the full ac counting year or any future period. Notes to~~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 ~~would substantially duplicate~~ the ~~disclosure contained~~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.

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the ~~audited~~unaudited financial statements for the ~~most recent fiscal year~~three and six months ended February 28, 2023.

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 February 28, 2023 and August 31, ~~2009~~2022.

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 ~~reported~~the basis for the measurement for equity and liability instruments awarded in ~~Form 10-K have been omitted.~~

~~Reclassifications~~

~~Certain amounts~~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.

F-7

Table of Contents

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the ~~2009 financial statements have been reclassified~~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 ~~conform~~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 ~~2010 financial statements presentation.~~

~~Note 2. Going Concern~~

~~Prior~~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 ~~completion~~FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of ~~our initial Preferred Stock Financing, working capital had been primarily financed with various forms~~shares of ~~debt. We have suffered operating losses since inception in our efforts to establish~~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 ~~execute our business strategy.~~ potentially outstanding shares of common stock during the period. The following is the calculation as of February 28, 2023 and 2022.

	2023			2022
Net Loss	$	(2,652,230	)	$	(1,448,895	)
Weighted average shares outstanding, basic and diluted		66,048,782			43,942,402
Net loss per share, basic and diluted	$	(0.04	)	$	(0.03	)

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.

As of ~~May 31, 2010, we had a cash balance of approximately $9,500~~February 28, 2023, the Company has 10,667 potentially dilutive shares from Series A preferred stock and ~~an accumulated deficit of approximately $26,200,000 including a net loss of roughly $899,000 for the first nine months of our 2010 fiscal year. After the completion of~~380,698 potentially dilutive shares from the Series D preferred ~~financing~~stock. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in ~~May 2008, management believed~~the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Fair Value Measurements

Fair value is defined as the exchange price that ~~we had adequate funds~~would be received for an asset or paid to ~~maintain our business operations~~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 ~~our 2010 fiscal year and/~~three broad levels, as described below:

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or ~~until we become cash flow positive, but we continued~~liabilities.

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Table of Contents

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 ~~suffer operational losses in our 2010, 2009~~be active, and ~~2008 fiscal years. Until our operations~~observable inputs other than quoted prices such as interest rates.

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

The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to ~~demonst rate and maintain positive cash flows, we may require additional working capital~~interpret market data to ~~fund our ongoing operations and execute our business strategy of expanding our operations. In fact, based on our current~~develop the estimates of ~~future sales~~fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The methods and ~~capital costs~~assumptions used to estimate the fair values of ~~expanding our farms~~each class of financial instruments are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable. The items are generally short-term in ~~order to increase future crop yields, we will require additional financings to continue funding our operations. Based~~nature, and accordingly, the carrying amounts reported on ~~these factors, there is substantial doubt about our ability to continue~~the consolidated balance sheets are reasonable approximations of their fair values.

The carrying amounts of Notes Payable approximate the fair value as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a ~~going concern.~~

~~Note 3. Significant Accounting Policies~~

~~Recent~~recurring basis into the fair value hierarchy as of February 28, 2023:

Description	Level 1		Level 2		Level 3		Total Losses
Derivative	$	-	$	-	$	131,504	$	30,261
Total	$	-	$	-	$	131,504	$	30,261

Recently Issued Accounting Pronouncements

~~Management~~

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 ~~expect the impact of~~believe that there are any other ~~recently issued~~new accounting pronouncements tothat have been issued that might have a material impact on its financial ~~condition~~position or results of operations.

~~Note 4. Short Term Debt~~

Included in short-term debt, at May 31, 2010 and August 31, 2009 are estimated royalties of US$63,085 and US$60,948 payable to a third party from whom the former sole shareholder of Island Scallops originally acquired the shares of Island Scallops. The 1992 share purchase agreement (for Island Scallops) provided that the third party was to receive 3% of revenues from Island Scallops as earned, on a quarterly basis, throughout the period from December 1, 1992 to November 30, 2002. The third party holds a first charge (or first lien) over our inventory (including broodstock)

NOTE 3 – GOING CONCERN

As reflected in the amount of CDN$350,000 in support of its royalty entitlement. The third party has not taken further action to enforce payment of the arrears liability. To date, we have accrued the entire balance of US$63,085 as a cur rent liability and we plan to pay it with available funds in the near future.

~~Note 5. Long Term Debt~~

~~The consolidated~~accompanying unaudited financial statements, ~~include a Western Diversification Program non-interest bearing loan to Island Scallops that originally required repayment equal to 12%~~the Company has an accumulated deficit of ~~gross revenues from our scallop sales, payable semi-annually, with no specified due date. The repayment terms have been formally amended several times. Most recently,~~$35,175,965 as of February 28, ~~2009, we reached an agreement with the Western Diversification Program to revise the repayment terms of the remaining balance of $392,154 (representing $141,902 overdue~~2023, and a balance of $250,252). Beginning February 28, 2009, we began repaying the overdue amount at rate of $948 (CDN$1,000) per month and were scheduled to continue through December 31, 2009. Commencing January 31, 2010, we continued at the rate of $948. (CDN $1, 000) even though the agreed amount was $4,739 (CDN$5,000) per month towards the overdue balance. Starting January 31, 2011, our monthly repayment amount will be the greater of 4% of Island Scallops’ gross monthly revenues or $9,503 (CDN$10,000) per month. Under the terms of the modified agreement, the overdue amount will also bear interest at an annual rate of 3%. Starting January 31, 2012, we will begin repaying the balance of $250,252 at the greater of 4% of Island Scallops gross monthly revenues or $9,479 (CDN$10,000) per month. At May 31, 2010 and August 31, 2009, the balance due is US$397,966 and US$388,428, of which US$ 138,515 and US$138,107 is reflected in the current portion of long term debt and the remaining balance of US$259,451 and US$250,321 is reflected as long term debt.

no revenue. These consolidated financial statements include Island Scallops’ unsecured loan from the National Research Council of Canada Industrial Research Assistance Program which requires quarterly payments commencing March 1, 2003 equal to 3% of gross revenues of Island Scallops until the earlier of full repayment or December 1, 2012. If at December 1, 2012, Island Scallops has not earned sufficient revenues to repay the original loan amount, the remaining portion of the loan is to be forgiven. Amounts currently due at May 31, 2010, bear interest at a rate of 1% per month. At May 31, 2010, Island Scallops is in arrears in respect to the payment of these amounts. The National Council of Canada Industrial Research Assistance Program has requested payment of the $144,303 that they claim is owed un der this loan agreement. As such, at May 31, 2010, US$201,101 is included in accounts payable and accrued liabilities and the remaining principal balance of US$171,541 is reflected in the current portion of long term debt. We are seeking to renegotiate the repayment terms with NRC.

~~Note 6. Contingent Liabilities~~

~~Neither we nor our wholly owned subsidiary maintain insurance covering the replacement of our inventory. Consequently, we are exposed to financial losses or failure as a result of this risk.~~

~~Note 7. Stock Option and Warrants~~

~~Stock Options~~

In August 2005, our Board of Directors approved the “Edgewater Foods International 2005 Equity Incentive Plan.” The Board of Directors originally reserved 5,000,000 shares of our common stock to be issued in the form of incentive and/or non-qualified stock options for employees, directors and consultants to Ocean Smart. Per the terms of the plan the aggregate number of shares available for granting awards has increased to 8,000,000. As of May 31, 2010, our Board of Directors had authorized the issuance of 5,892,000 options to employees.

~~During the nine months ended May 31, 2010, $16,089 in stock option expenses was recognized. An additional $5,363 will be recognized in the three month period ending August 31, 2010.~~

~~Stock option activity during the nine months ended May 31, 2010, was as follows:~~

Number of Shares Weighted Average Exercise Price
Outstanding, August 31, 2009

5,892,000

$
1.03
    Granted

--

--
    Exercised

--

--
    Forfeited

--

--
    Expired

--

--
Outstanding, May 31, 2010

5,892,000

$
1.03
Exercisable, May 31, 2010

5,892,000

$
1.03

At May 31, 2010, 62,000 of the exercisable options expire in August 2010, 3,200,000 of the exercisable options expire in March 2012, 190,000 of exercisable options expire in April of 2012, 2,120,000 of the exercisable options expire in August 2012, 100,000 of the exercisable options expire in September 2014 with the remaining balance of 220,000 having an expiration date of August 2015.

~~Warrant activity during the nine months ended May 31, 2010, was as follows:~~

Number of Warrants Weighted Average Exercise Price
Outstanding, August 31, 2009

803,285

$
1.88
    Granted

--

--
    Exercised

--

--
    Forfeited

--

--
    Returned and exchanged

--

--
    Expired

(20)

10,000
Outstanding, May 31, 2010

803,265

$
1.63
Exercisable, May 31, 2010

803,265

$
1.63

At May 31, 2010, if all options and warrants were exercised and all shares of preferred stock were converted, the company would have 59,088,325 shares of common stock outstanding, however as shown above, no warrants were exercised during the nine months ended May 31, 2010. At May 31, 2010, 37,393 of the exercisable warrants expire in November 2010 and the remaining balance of 765,872 having an expiration date of July 2012.

~~Note 8. Preferred Stock Dividends~~

On December 31, 2009, we issued an aggregate of 449,851 shares of common stock, as dividends, to the holders our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, as shown in the table below. The number of shares issued was calculated at a rate of 8% for the Series A and 6% for the Series B and Series C Preferred Stock, per annum (subject to a pro rata adjustment) of the liquidation preference amount payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. As such, the shares were valued at $323,200 and the total aggregate value of the transaction was recorded as a preferred stock divide nd.

~~Preferred Stock Dividends Issued on December 31, 2009~~

Date Preferred Stock Common Shares Issued Dividend Value

12/31/2009

Series A
325,575
$                  233,500
12/31/2009

Series B
86,691
$                    62,600
12/31/2009

Series C
37,585
$                    27,100

~~Note 9. Subsequent Events~~

On June 30, 2010, we issued an aggregate of 442,519 shares of common stock, as dividends, to the holders our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, as shown in the table below. The number of shares issued was calculated at a rate of 8% for the Series A and 6% for the Series B and Series C Preferred Stock, per annum (subject to a pro rata adjustment) of the liquidation preference amount payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. As such, the shares were valued at $318,000 and the total aggregate value of the transaction was recorded as a preferred stock dividend.

~~Preferred Stock Dividends Issued on June 30, 2010~~

Date Preferred Stock Common Shares Issued Dividend Value

6/30/2010

Series A
320,269
$                  229,700
6/30/2010

Series B
85,278
$                    61,600
6/30/2010

Series C
36,972
$                    26,700

~~Item 2~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS~~

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors. Readers should also carefully review factors ~~set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission.~~

~~Overview~~

During the first nine months of our 2010 fiscal year, we continued the harvesting, processing and sale of our remaining 2005 and 2006 year classes of scallops and began the harvesting, processing and sale of our 2007 scallops. In addition, we continued the transfer of 2008 and 2009 year-class scallops to larger grow-out nets on our farm sites. We also completed the process of transferring our 2009 scallop class to our farm sites in the fall and spring of 2010. In addition, in February 2010 we began the spawning of our 2010 scallop class. We refer to the year-class of scallops based on when the scallops were spawned.

As was the case in the previous fiscal year, we continue to struggle to achieve positive operational cash flows during the first nine months of 2010. Given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future. As a result, management continued to investigate a variety of methods to either increase sales or develop new business lines or joint ventures to improve our margins. As part of this process, we are still searching for strategic acquisitions and/or business opportunities with seafood industry partners or additional strategic investors to enable the company to capitalize on our existing hatchery technology and expertise. Part of this process may involve locating opportunities to increase near-term revenues via the sale of shellfish se ed or shellfish larvae produced in our hatchery. Our initial focus is on companies that we believe could significantly benefit from our hatchery technology and expertise and that would add additional revenue and/or have a geographically desirable location. We are evaluating both potential acquisitions and partnerships and/or assets sales or purchases with such companies to reach our goal of capitalizing on our hatchery technology, which hopefully would increase cash flows. We are currently focusing our efforts on Chinese companies. Aside from the November 2008 acquisition of Granscal Sea Farms Ltd., as of the date of this filing, no new definitive agreements have been signed. Management currently plans to fund any future acquisition via either debt financing or additional equity financings, although we cannot guarantee that such financing will be available when it is required or on terms that we consider to be favorable. Alternatively, management believes that opportunities may exist where we could provide our technology and knowledge to a joint venture that is funded by the other party.

We are also continuing our discussions with various individuals and First Nations groups about possible partnerships or joint ventures. Originally, management believed that we would be able to formalize our first joint venture with a First Nations group as early as the start of the 2010 calendar year. To date, we have yet to finalize a revenue producing First Nations joint venture and management is now unsure if we will be able to formalize a joint venture.

During 2009, we completed a sales agreement with Fanny Bay Oyster Co., a division of Taylor Shellfish Farms of Shelton, Washington (an international seafood distributor and the largest shellfish company on the West Coast). The order includes live scallops, fresh scallop meat and frozen scallops that will be packaged and delivered in various scallop products (including live in-the-shell, frozen half-shell and fresh meat). As a result of this order, Fanny Bay has effectively become the exclusive distributor of our scallops in North America and Asia. This order has reduced costs, encouraged additional wholesalers within the Taylor network to carry our scallops and is beginning to to expand the demand for our scallops.

During the harvesting of our 2005, 2006 and 2007 scallops classes and the transfer and handling of our 2008 and 2009 scallop classes, we were able to continue to review our mortality rates and update our class size projections. Based on this review and recent sales, we expect to bring the remaining roughly 11,000 of our 2006 year class scallops to market in the 2010 calendar year. As of our most recent review of our scallop inventory, we currently believe that our 2007 year class has approximately 1.42 million scallops remaining to be harvested. Although the overall class size was significantly lower than initial estimates, it will still represents our largest year class to date.

During 2009, we continued to grow the 2008 scallop class in pearl nets. We originally expected to produce up to 24 million full-size scallops in this year class, but due to survival problems associated with our hatchery spawns and funding limitations, we now expect to produce as few as 1.0 million full-size scallops. Based on our initial review of the hatchery spawn, we believe the mortality problems were the result of large blooms of toxic marine algae at the critical stage prior to metamorphosis of approximately 600 million scallop larvae. These blooms corresponded to high levels of Paralytic Shellfish Poisoning in our ocean farms and although it did not harm any of our juvenile or mature scallops, it is believed that pre-metamorphic larvae are particularly susceptible. Procedures are now in place to prevent the introduction of toxic algae into the hatchery system in the coming years.

During the 2009 spawning season (February and March 2009), a total of roughly 780 million pre metamorphic larvae were produced. As a result of a colder than normal seawater temperatures, onshore nursery growth was delayed in April and May. We transferred more than 7 million 3-5 mm scallop seed into our ocean farms during the summer of 2009. As of May 31, 2010, we estimate that our 2009 scallops class will yield approximately 2.7 million 2009 scallops at full maturity/harvest. To date, our 2010 spawn has resulted in approximately 6,000,000 scallops that are currently being held in our onshore nursery ponds.

The start of the 2010 scallop spawning season began in January and continued through May. This season actually resulted in a significant increase in larval production with a total of 17 spawning that produced over 12 billion larvae (as compared to two spawning in 2009 of less than 1 billion larvae). The increase in spawning productions was mainly due to improvements in fertilization methods and brood stock maturation. Despite the increase in spawning, oceanographic condition in Georgia Strait resulting in very low ph in the incoming seawater impeded scallop larval development. Although low ph levels have been observed in previous years, in 2010 these very low levels continued for many months impairing the survival of our scallop larvae. Modification to our s eawater treatment system was able to remedy the low ph and, as a result, over 150 million larvae were transferred to the onshore nursery

As a result of a review of our business plan and sales and marketing efforts to date, we planned to harvest and sell approximately 2.3 million full-size scallops over the 12 months ending August 31, 2010. As of end of May 2010, we had harvested 2 million scallops and estimate that we will harvest 200,000 scallops per month over the last three months of our 2010 fiscal year. Given our lower than expected revenues and negative cash flows during 2009 and the first nine months of 2010, the size of our 2009 and 2010 year classes will (in many ways) continue to be determined by our ability to generate positive cash flows and/or our ability to locate additional financing and/or joint venture partners. As a result of our lower than expected sales and yields, we are still evaluating the cash available for farming a nd infrastructure costs related to the ocean transfer our 2010 scallop class. At the time of this filing, management has yet to determine the estimated size of our 2010 scallop class.

Based on our review of current sales and marketing conditions, we believe that in the best case scenarios our scallops will yield as much as USD$1.00 of revenue per scallop; in 2009 our yield was approximately US$1.05 per scallop. The yield per scallop may increase as our larger scallops come to market. These larger yielding scallops are a result of years of selection of high meat producing scallops..

In addition to scallop and scallop seed sales, we plan on generating additional revenues via the sale of other shellfish seed (including mussels, geoducks and oysters). In the future, management may also place emphasis on generating additional revenues via equipment sales to other aquaculture businesses.

~~Based on the disclosure set forth above, our current estimated inventory size and projected sales cycle is summarized in the following table as of May 31, 2010.~~

Estimated Inventory (value) to be Sold
Year-class Accumulated Cost to Date next 12 months next 24 months beyond 24 months
2006
             $               38,522
$             38,522
$                      -
$                      -
2007
            553,485
           553,485
-
-
2008
            343,004
             198,667
            144,337
-
2009
            349,288
-
208,228
            141,060
2010
             214,487
-
-
            214,487

Totals
$         1,498,786
$          790,674
$           352,565
$           355,547

Please note that the above table represents estimates of inventory to be sold over the next 12 months, 24 months and beyond. It is possible that actual results could differ significantly from our estimates.

We periodically evaluate the carrying value of our inventory for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. Management uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. As of May 31, 2010, management performed an undiscounted cash flow analysis to determine that there was no impairment in the carrying value our scallop inventory. There can be no assurances, however, that market conditions will not change or demand for our products will continue or allow us to realize the value of our long-lived assets and prevent future impairment.

If our mortality rates are better than our current projections, our yield and revenues from the 2007 and 2008 scallop class could be higher; conversely, if our mortality rates are worse than we anticipate our revenues for this period could be lower than we anticipate. In addition, changes in the anticipated growth rates, projected harvesting cycles and large fluctuations in the price of scallops or the US-Canadian exchange rate could impact our current projections. Furthermore, if we cannot achieve our estimated product mixture (live/fresh/frozen) than our average sales price per scallop will be lower. Alternatively, if we are able to sell a large percentage of high yield products (live or frozen on the half shells) than our average price per scallop will be higher. Given our failure to achie ve positive cash flows in 2009 and the first nine months of 2010, the size of our future crops could be smaller than originally projected. If so, our future revenues and yields could be adversely impacted.

Despite our efforts to improve our cost of goods relative to our selling price, we are still operating at a low or negative margin. Although we conducted a top-down operations review and originally believed that we had indentified certain operational inefficiencies that contributed to this low or negative operating margin, we have yet to successfully reduce our cost of goods and achieve positive cash flow. Management is hopeful that we could achieve positive cash flow at some point in future. However, given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future.

Based on our current estimates of near-term sales, capital costs of expanding our farms to increase future crop yields and capital requirement for near-term operations, we will require additional financings to continue our expansion. As we have yet to raise additional capital and our sales have increased at a slower than expected pace, we have scaled back some of our expansion plans and will likely have to further scale back the plans outlined herein and reduce the size of future scallop classes. We now plan to try and align our future expansions with our ability to generate positive cash flows from our current scallop crops and/or our ability to locate additional financing. As a result of our failure to achieve positive cash flows in 2009, we will require additional capital to complete our expansion pl ans. Additionally, management intends to place a greater emphasis on increasing scallop and other shellfish seed sales in 2010 to generate additional cash that could be used in operations. If we are unable to generate more cash from sales and/or financings, we may need to further modify our business plans.

~~Comparison of results for the three and nine months ended May 31, 2010 and 2009.~~

~~Revenues.~~ Revenues for the three months ended May 31, 2010, were approximately $536,000. We had revenues of approximately $319,000 for the three months ended May 31, 2009. This is an increase of approximately $217,000 or 68%. Revenues for the nine months ended May 31, 2010, were approximately $1,764,000. We had revenues of approximately $1,329,000 for the nine months ended May 31, 2009. This is an increase of approximately $435,000 or 33%. Revenue generated by scallop sales increased almost 47% (in terms of Canadian dollars). In the first nine months of our 2010 fiscal year, scallop sales represented almost 87% of our overall sales as compared to 67% in the previous fiscal year. A lthough our overall volume of scallop sales increased over the previous fiscal year, our average price per scallop remained relatively unchanged due to the agreement with Fanny Bay. During the nine months ended May 31, 2009, management placed a greater emphasis on equipment sales to other aquaculture companies and shellfish seed sales. Revenue from non-scallop sales represented almost 33% of revenue in 2009 as compared to roughly 13% in 2010.

~~Gross profit (loss).~~ Gross loss for the three months ended May 31, 2010 was approximately $45,000, a decrease of approximately $162,000 as compared to gross loss of roughly $207,000 for the three months ended May 31, 2009. Gross loss for the nine months ended May 31, 2010 was approximately $2,000, a decrease of approximately $564,000 as compared to gross loss of roughly $566,000 for the nine months ended May 31, 2009. We believe that we are beginning to capitalize on management’s continued focus on both the expansion and development of larger scallop crops and larger scallop yields for future years, as well as our sales and marketing agreement with Fanny Bay. Additionally, management is continuing to attempt to address issues that resulted i n higher cost of inventory and seed costs. Management believes that in the future our sales may continue to increase while costs of goods sold will only increase slightly. As a result, we are hopeful that our margins will improve in future years. Despite our continuing losses, we are attempting to continue to focus resources on maintaining, developing and tending to our scallop crops and shellfish seed. We believe that we have already seen the initial benefits in increased sales of our own scallops and if we are able to locate adequate working capital, than we can continue to see additional benefits from our efforts in developing larger crops and expanding our seed sales in the 2010 fiscal year and beyond. If we are unable to locate adequate working capital and/or generate positive cash flow in the near term that can be used for overall business development, we may not be able to capitalize on recent developments and gross losses could further increase in future pe riods. Additionally, given our recent operational history, it is likely that we will continue to struggle to achieve positive cash flows in the near future.

~~Operating expenses.~~ Operating expenses for the three months ended May 31, 2010, were approximately $234,000. Our operating expenses were approximately $462,000 for the three months ended May 31, 2009. For the nine months ended May 31, 2010, operating expenses were roughly $829,000 as compared to $1,156,000 for nine months ended May 31, 2009. Management expects that general and administrative expenses (excluding stock options expense) may slightly rise as we continue to expand our operations. However, if adequate working capital is available, we believe that we now have the necessary general and administrative staff in place to maintain an expansion into scallop crops to more than 20 million.

~~Other income (expense), net.~~ Interest expense for the three months ended May 31, 2010, was approximately $18,000. Interest expense for the three months ended May 31, 2009, was approximately $14,000. Other expense for the three months ended May 31, 2010, was roughly $12,000 as opposed to other income of roughly $1,500 the three months ended May 31, 2009.

Interest expense for the nine months ended May 31, 2010, was approximately $54,000. Interest expense for the nine months ended May 31, 2009, was approximately $37,000. Other expense for the nine months ended may 31, 2010, was roughly $14,000 as opposed to other income of roughly $1,500 for the nine months ended May 31, 2009.

~~Net loss.~~ As a result of the above, the net loss for three months ended May 31, 2010, was approximately $310,000 as compared to a net loss of approximately $682,000 for the three months ended May 31, 2009. Net loss for the nine months ended May 31, 2010 was roughly $899,000 as compared to a net loss of approximately $1,757,000 for the same period of the previous fiscal year.

~~Liquidity and Cash Resources.~~ At May 31, 2010, we had a cash balance of approximately $9,500. Prior to the completion of our initial preferred stock financing, working capital had been primarily financed with various forms of debt. We have suffered operating losses since inception in our efforts to establish and execute our business strategy. After the completion of the Series D preferred financing in May 2008, management believed that we had adequate funds to maintain our business operations into our 2010 fiscal year and/or until we become cash flow positive, but we continued to suffer operational losses in our 2010, 2009 and 2008 fiscal years. Until our operations are able to demonstrate and maintain positive cash flows, w e will require additional working capital to fund our ongoing operations and execute our business strategy of expanding our operations. As we have yet to raise additional capital and our sales have increased at a slower than expected pace, we have scaled back some of our expansion plans and will likely have to further scale back the plans outlined herein. We now plan to try and align our future expansions with our ability to generate positive cash flows from our current scallop crops and/or our ability to locate additional financing. As a result of our failure to achieve positive cash flows in 2009, we will require additional capital to complete our expansion plans. If we are unable to generate more cash from sales and/or financings, we may need to further modify our business plans. Based on these factors, there is substantial doubt about ~~our~~its ability to continue as a going concern. ~~Management plans~~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 ~~address~~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.

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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 – PREPAID STOCK FOR ACQUISITION

The prepaid asset of $33,713,913 relates to the potential acquisition of Regreen Technologies, Inc. The valuation of this ~~situation~~asset is subject to the completion of milestones in the underlying agreements and all parties meeting certain requirements. The amount may be impacted by ~~utilizing~~cancellation of the acquisition and/or inability for parties to meet milestones in future periods. There was no impact to the results of operations for the three and six months ended February 28, 2023, as the company has only issued common stock (currently held in escrow) to Regreen for the acquisition. If, upon completion of the acquisition, there has been a material change to the financial condition of Regreen, it may impact the final valuation for the assets acquired and liabilities assumed in the acquisition.

NOTE 5 – INVESTMENT IN SUBSIDIARY

The investment in subsidiary of $3,000,000 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 three and six months ended February 28, 2023, as the Company only issued common stock.

NOTE 6 – OTHER RELATED PARTY TRANSACTIONS

During the six months ended February 28, 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 six months ended February 28, 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 six months ended February 28, 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.

During the six months ended February 28, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated December 15, 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.

During the six months ended February 28, 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.

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During the six months ended February 28, 2023, the Company issued 1,000,000 common shares to the 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 six months ended February 28, 2023, the Company accrued $30,000 in fees to the President. The Company owes $84,000 to the President at February 28, 2023 ($57,500 – August 31, 2022).

During the six months ended February 28, 2023, the Company accrued $60,000 in fees to the CEO of a wholly-owned subsidiary. The Company owes $44,625 to the CEO at February 28, 2023 ($nil – August 31, 2022).

During the six months ended February 28, 2023, the Company paid $20,000 in fees to the CEO of a wholly-owned subsidiary. The Company owes $nil to the CEO at February 28, 2023 ($nil – August 31, 2022).

During the six months ended February 28, 2023, the Company accrued $12,000 in fees to the Chief Financial Officer. The Company owes $2,250 to the Chief Financial Officer at February 28, 2023 ($nil – August 31, 2022).

During the six months ended February 28, 2023, the Company accrued $12,000 in fees to the Corporate Secretary. The Company owes $2,700 to the Corporate Secretary at February 28, 2023 ($nil – August 31, 2022).

NOTE 7 – DUE TO A RELATED PARTY

As of February 28, 2023 and August 31, 2022, the Company owed $15,680 and $270,185, respectively, to Regreen Technologies Inc., a related party. The advance is non-interest bearing, unsecured and there are no terms of repayment. The CEO and Managing Director of Regreen Technologies is the holder of 10 million common shares of the Company.

NOTE 8 – CONVERTIBLE DEBENTURE

On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay Ron and Monique De Jager $20,000 with interest of 8% per annum on or before January 11, 2024. The Debenture can be converted into 20,000 common shares 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 February 28, 2023, there is $1,050 interest owing to the Holders.

NOTE 9 – 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 10 – CONVERTIBLE NOTE PAYABLE

On February 13, 2023, the Company issued a convertible promissory note to 1800 Diagonal Lending LLC in the amount of $69,250. The company received $65,000, after OID, transaction and legal costs. The note bears interest at 9% and matures in one year. The difference of $4,250 was recorded as a debt discount. The note is convertible into shares of common stock at 65% of the lowest trading price for the 10 days prior to conversion.

A summary of the activity of the derivative liability for the notes above is as follows:

Balance at August 31, 2022	$	—
Increase to derivative due to new issuances		101,242
Decrease to derivative due to conversions		—
Derivative loss due to mark to market adjustment		30,262
Balance at February 28, 2023	$	131,504

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of February 28, 2023 is as follows:

Inputs	February 28, 2023			Initial Valuation
Stock price	$	0.235		$	0.21
Conversion price	$	0.107		$	0.121
Volatility (annual)		253	%		246.6	%
Risk-free rate		5.02	%		4.91	%
Dividend rate		–			–
Years to maturity		0.96			1

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NOTE 11 – 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 ~~ne w sales agreements, improved processing plant, recent harvesting~~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. The outstanding shares can be converted to 10,365 common shares.

Series A1 Preferred

On April 24, 2020, the Company created and ~~sorting experience~~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 ~~increasing scallop~~voting rights. On January 13, 2022, the Company and ~~shellfish seed sales~~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 ~~increase~~the cancellation of the one share of Series A1 Preferred Shares issued and outstanding.

Series B Preferred

The Company has authorized 100,000 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 12 – COMMON STOCK

During the six months ended February 28, 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 six months ended February 28, 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.

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During the six months ended February 28, 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 six months ended February 28, 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 six months ended February 28, 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.

During the six months ended February 28, 2023, the Company issued 5,000,000 common shares at a price of $0.60 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 six months ended February 28, 2023, the Company issued 5,924,442 common shares in exchange for an 18.8% interest in Regreen Technologies Inc., for a total value of $6,687,913. The shares were valued based on the closing price at the date of agreement.

Refer to Note 6 for related party transactions.

NOTE 13 – STOCK SUBSCRIPTIONS RECEIVABLE

As of February 28, 2023, there was $5,000 owing to the Company for 10,000 common shares issued pursuant to a Share Subscription Agreement. The shares are included in the total number of shares issued and outstanding at February 28, 2023.

NOTE 14 – WARRANTS

During the six months ended February 28, 2023, the Company sold 529,000 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 529,000 warrants, totaled $210,526 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 4.38% risk free rate, 615.18% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days.

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Weighted Average Fair Value
Outstanding, August 31, 2022		2,326,000	$	1.00		2.00	$	1.40
Granted		529,000	$	1.00		5.65	$	0.37
Outstanding, February 28, 2023		2,855,000	$	1.00		1.09	$	1.20

NOTE 15 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The information set forth in this section contains certain “forward-looking statements,” including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends,” or “expects.” These forward-looking statements relate to ~~try~~our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to ~~begin achieving cash flow positive operations.~~ the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock. As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Astra Energy, Inc. and our subsidiaries, Astra Energy Africa - SMC Limited, Astra Energy Services Limited, Astra Energy California, Inc. and Astra Energy Tanzania Limited, unless otherwise indicated.

Corporate Overview

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

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

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

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

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

On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.

On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.

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

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On September 19, 2022, the Company acquired a 3.1% interest in Regreen in exchange for 2,750,000 shares of the Company’s common stock.

On November 20, 2022, the Company and its subsidiary, Regreen entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company. The Joint Venture will manufacture, distribute, and deploy the patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture. The agreement will be completed upon receipt by Regreen of certain payments from Viecotech.

Business Operations

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

WASTE CONVERSION:

In ~~addition, Management believes~~August 2022, the Company entered into an agreement to acquire a majority interest in Regreen, a California based company with innovative and patented waste conversion technology and equipment. The Regreen Total Waste System converts municipal solid waste, food waste and plant waste raw material into biomass pellets which are then converted to various fuels and end products. In contrast to typical incinerator based WTE systems, the Regreen Total Waste System uses pyrolysis to burn and convert waste. Pyrolysis is an oxygen-absent process that ~~opportunities exist~~converts dehydrated biomass into flammable liquids and gases under high temperature conditions. The Regreen system works by converting MSW into dried pellets with ~~other aquaculture companies, equipment vendors and/~~extremely low moisture content, which are then fed into a pyrolizer. The pyrolizer produces pyro oils (which can be used in generators and engines), carbon black (typically used in rubber manufacturing), and Syngas, which is further processed to yield jet fuel, green diesel, and bitumen (which can be used for asphalt and roofing).

We will specialize in providing sustainable waste and energy solutions and will safely convert millions of tons of waste from municipalities and businesses into valuable clean, renewable biofuels, biodiesel and jet fuel. The Company will provide comprehensive material management services to communities seeking solutions to some of today’s most complex environmental challenges. The systems used in the power facilities will greatly reduce or ~~seafood distributors~~eliminate methane emissions from landfills, as well as reduce reliance on imported fuels by replacing them with biofuels made from agricultural products. The Company will create a valued intellectual property portfolio by way of securing global licenses for or co-developing technologies that ~~could result~~can convert multiple different waste streams into renewable fuel sources more efficiently and at a considerably lower cost.

Recent legislation in ~~possible partnerships, joint ventures, financings and/or acquisitions that could result~~California which requires food waste to be composted with the goal to reduce food waste in ~~significantly improved cash flows or additional working capital. Part~~landfills by 75%. The State is directly in support of this system as a result. SB 1383, establishes methane reduction targets for California. California SB 1383 is a bill that sets goals to reduce disposal of organic waste in landfills, including edible food. The bill’s purpose is to reduce greenhouse gas emissions, such as methane, and address food insecurity in California. Aspects of this law ensure that food scraps are composted and compost is purchased by cities. Composting, industrial uses, and animal feed are good environmental uses for inedible food or other organic material. Landfilling organic waste is a significant source of local air quality pollutants, which can cause respiratory issues and hospitalizations for community members. Beyond this, we are seeing the effects of climate change in California with more severe and lengthy droughts, warmer temperatures that contribute to the increasing number of wildfires (also impacting air quality), bigger storms, and coastal erosion due to rising sea levels. To address the environmental and health concerns of surplus edible food, this law requires 20% of edible food that would otherwise be disposed of in the garbage or compost be recovered for human consumption by 2025. This means surplus edible food will help feed Californians in need instead of decomposing in a landfill while emitting harmful greenhouse gases.

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In May 2022, Regreen entered into a Letter of Intent to install a One Ton-Per-Hour system at a material recovery facility in California. Completion of the installation is pending California Local Enforcement Agency approval relating to solid waste disposal.

On November 20, 2022, Regreen entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company for the manufacture, distribution, and deployment of the patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture.

Regreen is currently in negotiations to sell, joint venture and deploy the Regreen system in several countries including India, Panama, Dominican Republic, Fiji, Jamaica, and Ecuador.

Astra Energy is advancing a waste to energy project on the island of Zanzibar to convert 15 tons of municipal solid waste per hour into 10MW/hour of electric power. 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. There are continuing discussions with the island government.

The preliminary plan is for Astra to develop, operate, and maintain the waste to energy infrastructure. The power will be fed into the island’s grid network pursuant to a power purchase agreement.

SOLAR:

We are currently completing a feasibility study for the supply and installation of a 40 MW solar farm with battery storage on the island of Zanzibar, Tanzania. The plan is to secure a power purchase agreement to feed the power into the grid network. 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. The Company has initiated negotiations with the government of Zanzibar to provide the required power.

POWER GENERATION

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 Generator for homes, commercial applications, solar projects, electric vehicles, large power scale power plants, and many more applications.

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

CLEAN ENERGY:

Astra Energy in concert with the government of Tanzania is advancing a 350MW 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. Astra is applying for Advocacy support for this project from the US Mission in Tanzania.

The Company is currently in negotiations to acquire an existing 350MW Combined Cycle Gas Power Plant (the “Plant”).

Astra is in continuing discussions to secure a gas supply agreement with the Tanzania Petroleum Development Corporation for the natural gas required to fuel the Plant. Once the agreement is executed, we will begin the process of relocating the Plant to Tanzania. As the Plant is installed, the Company will finalize power purchase agreements and distribution agreements.

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Results of Operations

Three Months Ended February 28, 2023 Compared to the Three Months Ended February 28, 2022

Revenues

We had no revenue for the three months ended February 28, 2023, compared to $25,000 for the three months ended February 28, 2022. In the prior period, we recognized revenue of $25,000 from one customer from a non-refundable deposit on a contract to supply and install a 110 KW solar powered electricity generating system in southern California.

Operating Expenses

General and Administrative

General and administrative expenses were $32,915 and $116,493 for the three months ended February 28, 2023, and 2022, respectively, a decrease of $83,578, or 71.7%. General and administrative expenses increased in audit and legal expenses, regulatory filing costs, transfer agent fees and decreased in other general business costs.

Business Development

Business development expenses were $168,251 and $0 for the three months ended February 28, 2023, and 2022, respectively, an increase of $168,261. Business development expenses increased primarily in travel, engineering studies and consulting fees.

Consulting – related party

Related party consulting expenses decreased to $0 from $15,000 for the three months ended February 28, 2023, and 2022, respectively. The Company utilized independent contractors to reduce related party consulting fees.

Executive compensation

Executive compensation expenses were $687,000 and $259,500 for the three months ended February 28, 2023, and 2022, respectively. Executive compensation expenses increased primarily as a result of stock compensation for executives for services rendered. A number of shares were issued when the closing price of the stock was high.

Stock Compensation

Stock compensation-consulting expenses were $87,900 and $570,000 for the three months ended February 28, 2023, February 28, 2023, and 2022, respectively. The decrease is a result of a lower stock price on shares issued in the current period compared to the price in the prior period. Common shares are issued for services rendered by advisors, consultants and other non-related parties.

Other Expenses

For the six months ended February 28, 2023, we had total other expense of $72,925. We incurred interest expense of $5,657, which included $2,885 of debt discount amortization, and $765 of foreign exchange expense. We also recognized a loss on the issuance of convertible debt of $36,242 and a loss for the change in fair value of a derivative of $30,261. In the prior period we only had interest expense of $210.

Six Months Ended February 28, 2023 Compared to the Six Months Ended February 28, 2022

Revenues

We had no revenue for the six months ended February 28, 2023, compared to $25,000 forthe six months ended February 28, 2022.In the prior period, we recognized revenue of $25,000 from one customer from a non-refundable deposit on a contract to supply and install a 110 KW solar powered electricity generating system in southern California.

Operating Expenses

General and Administrative

General and administrative expenses were $80,937 and $479,685 for the six months ended February 28, 2023 and 2022, respectively, a decrease of $398,748, or 83.1%. General and administrative expenses increased in audit and legal expenses, regulatory filing costs, transfer agent fees and decreased in other general business costs.

Business Development

Business development expenses were $440,192 and $0 for the six months ended February 28, 2023 and 2022, respectively, an increase of $440,192. Business development expenses increased primarily in travel, engineering studies and consulting fees.

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Consulting – related party

Related party consulting expenses decreased to $960 from $30,000 for the six months ended February 28,2023, and 2022, respectively. The Company utilized independent contractors to reduce related party consulting fees.

Executive compensation

Executive compensation expenses were $1,620,000 and $369,000 for the six months ended February 28, 2023, and 2022, respectively. Executive compensation expenses increased primarily as a result of stock compensation for executives for services rendered. A number of shares were issued when the closing price of the stock was high.

Stock Compensation

Stock compensation-consulting expenses were $435,400 and $595,000 for the six months ended February 28, 2023, and 2022, respectively. The decrease is a result of a lower stock price on shares issued in the current period compared to the price in the prior period. Common shares are issued for services rendered by advisors, consultants and other non-related parties.

Other Expenses

For the six months ended February 28, 2023, we had total other expense of $74,741. We incurred interest expense of $7,873, which included $2,885 of debt discount amortization, and $365 of foreign exchange expense. We also recognized a loss on the issuance of convertible debt of $36,242 and a loss for the change in fair value of a derivative of $30,261. In the prior period we only had interest expense of $210.

Liquidity and Capital Resources

Currently, we have limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business. Additional capital will be required to meet our debt obligations, and to further expand our business. We may ~~involve locating opportunities~~be unable to ~~increase near-term revenues via~~obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results.

For the six months ended February 28, 2023, we primarily funded our business operations with $264,500 net proceeds from the sale of ~~shellfish seed~~common shares. As of February 28, 2023, we had a working capital deficit of $522,770, not taking into account the prepaid stock for acquisition.

Cash Flow Activity

For the six months ended February 28, 2023, $577,712 of cash was used by operations, compared to $817,483 used by operations in the prior period.

For the six months ended February 28, 2023, we received $264,500 from the sale of common stock units, $100,000 from a note payable and $65,000 from a convertible note payable.

With our current cash balance will be unable to sustain operations for the next twelve months. We need to raise additional funds by issuing new debt or ~~shellfish larvae produced in~~equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our hatchery. Our initial focus is on companies that we believe could significantly benefit from our hatchery technology and expertise and that would add additional revenue and/or have a geographically desirable location.business plan. We are ~~evaluating both potential acquisitions~~a development stage company and ~~partnerships and/~~have generated limited revenue to date. The future of our Company is dependent upon its ability to obtain financing and upon future profitable operations.

We estimate that our operating expenses over the next 12 months will be approximately $600,000. This estimate may change significantly depending on the ability to raise capital from shareholders or ~~asset s~~other sources.

We anticipate continuing to rely on equity sales ~~or purchases with such companies~~and grants of our common stock in order to ~~reach~~fund our ~~goal~~business operations. Issuances of ~~capitalizing on~~additional shares will result in dilution to our ~~hatchery technology in order~~existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to ~~increase cash flows, but as~~fund our planned business activities. We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

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Critical Accounting Policies

Refer to Note 2 of the date of this Report, have not entered into any formal agreements or conducted any formal negotiations with any such companies. To date, we have been unable to achieve and maintain positive cash flows over any 12 month period or locate additional financings in the first nine monthsFinancial Statements for a summary of our ~~2010 fiscal year.~~

~~ITEM~~significant accounting policies.

Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not applicable~~Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to ~~smaller reporting companies.~~

~~ITEM 4T. CONTROLS AND PROCEDURES~~

~~Disclosure~~provide the information required by this Item.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ~~provide reasonable assurance~~ensure that ~~material~~ information required to be disclosed ~~by us~~ in ~~the~~our reports ~~we file or submit~~filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~Securities and Exchange Commission’s rules and forms, and that ~~the~~such information is accumulated and communicated to our management, including our ~~Chief Executive Officer~~president and ~~Acting Chief Accounting Officer, as appropriate~~chief financial officer to allow for timely decisions regarding required disclosure. ~~We performed~~

As of February 28, 2023, we carried out an evaluation, under the supervision and with the participation of our ~~management, including our Chief Executive Officer~~president and ~~Acting Chief Accounting Officer,~~chief financial officer of the effectiveness of the design and operation of our disclosure controls and ~~procedures as of the end of the per iod covered by this report.~~procedures. Based on ~~their evaluation,~~the foregoing, our ~~management, including our Chief Executive Officer~~president and ~~Acting Chief Accounting Officer,~~chief financial officer concluded that our disclosure controls and procedures ~~are~~were not effective in ~~giving us~~providing reasonable assurance ~~that the information we are required to disclose~~ in the ~~reports we file or submit under~~reliability of our corporate reporting as of the ~~Exchange Act is recorded, processed, summarized and reported, within~~end of the ~~time periods specified~~period covered by this quarterly report due to certain deficiencies that existed in the ~~Commission's rules~~design or operation of our internal controls over financial reporting and ~~forms and to ensure~~ that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits mustmay be considered ~~relative~~ to ~~their costs. Because~~be material weaknesses. The material weaknesses included weaknesses in procedures for control evaluation, a lack of ~~the inherent limitations in all disclosure controls~~an audit committee, insufficient documentation of review procedures, and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likel ihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

insufficient information technology procedures.

Changes in Internal Control Over Financial Reporting

In our Management’s Report on Internal Control Over Financial Reporting included in the Company’s Form 10-K for the year ended August 31, 2009, management concluded that our internal control over financial reporting was effective as of August 31, 2009.

Management did however identify a significant deficiency; a significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. Currently we do not have sufficient in-house expertise in US GAAP reporting. Instead, we rely very much on the expertise and knowledge of external financial advisors in US GAAP conversion. External financial advisors have helped prepare and review the consolidated financial statements. Although we have not identified any material errors with our financial reporting or any material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesse s existing. To remediate this situation, we are seeking to recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness and completeness in US GAAP financial reporting. In addition, we do not believe we have sufficient documentation with our existing financial processes, risk assessment and internal controls. We plan to work closely with external financial advisors to document the existing financial processes, risk assessment and internal controls systematically.

~~We believe that the remediation measures we are taking, if effectively implemented and maintained, will remediate the significant deficiency discussed above.~~

~~Except as described above, there~~

There have been no changes in our internal controls over financial reporting that occurred during ~~our last fiscal~~the quarter ~~to which this Quarterly Report on Form 10-Q relates~~ended February 28, 2023, that have materially ~~affected,~~ or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

~~ITEM~~

Item 1. Legal Proceedings

~~None.~~

We know of no material existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

~~Not applicable to~~

We are a smaller reporting ~~companies.~~

~~ITEM~~company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(a) Unregistered Sales~~

During the three months ended February 28, 2023, the Company issued 290,000 shares of ~~Equity Securities~~

~~On December 31, 2009, we issued 325,575 shares of~~its common stock to the investors of our April 12, May 30, June 30 and July 11, 2006 financings as payment of the semi-annual dividend per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock.non-related parties in exchange for services. The ~~number of~~ shares ~~issued was~~were valued based on the ~~dividend payment at a rate of 8% per annum (subject to a pro rata adjustment)~~closing stock price on the date of the ~~Liquidation Preference Amount ($1,416,000~~services agreement.

During the three months ended February 28, 2023, the Company issued 3,190,000 shares of its common stock to executives and other related parties in exchange for services. The shares were valued based on the ~~April 12 financing, 1,500,000 for~~closing stock price on the ~~May 30 financing, $1,550,000 for the June 30 financing and $1,450,000 for the July 11 financing) payable in shares equal to 90%~~date of the ~~quotient~~services agreement.

During the six months ended February 28, 2023, the Company issued 5,924,442 common shares in exchange for an 18.8% interest in Regreen Technologies Inc., for a total value of ~~(i)~~$6,687,913. The shares were valued based on the ~~dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding~~closing price at the date of agreement.

In issuing these shares the ~~dividend payment is due, but in no eve nt less than $0.65. The dividend shares were issued to these investors pursuant to~~Company relied on the exemption ~~from registration provided~~afforded by Section ~~4(2)~~4(a)(2) of the Securities Act ~~for issuances not involving any public offering.~~

~~On December 31, 2009, we issued 86,691 shares~~ of ~~common stock to the investors of our January 16, 2007 financing~~1933, as payment of the semi-annual dividend per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock. The number of shares issued was based on the dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of the Liquidation Preference Amount ($1,416,000) payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. The dividend shares were issued to these investors pursuant to the exemption from registration provided by Section 4(2) of the Se curities Act for issuances not involving any public offering.

On December 31, 2009, we issued 37,585 shares of common stock to the investors of our November 5, 2007 financing as payment of the semi-annual dividend per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series C Convertible Preferred Stock. The number of shares issued was based on the dividend payment at a rate of 6% per annum (subject to a pro rata adjustment) of the Liquidation Preference Amount (approximately $897,000) payable in shares equal to 90% of the quotient of (i) the dividend payment divided by (ii) the average of the VWAP for the 20 trading days immediately preceding the date the dividend payment is due, but in no event less than $0.65. The dividend shares were issued to these investors pursuant to the exemption from registration provided by Section 4( 2) of the Securities Act for issuances not involving any public offering.

~~(b) Not Applicable.~~

~~(c) Not Applicable~~

~~ITEM~~amended.

Item 3. Defaults ~~upon~~Upon Senior Securities

~~(a) Not Applicable.~~

~~(b) Not Applicable.~~

~~ITEM~~

None.

Item 4. ~~(Removed and Reserved)~~

~~ITEM~~Mine safety Disclosures

None.

Item 5. ~~OTHER INFORMATION~~

~~(a) Not applicable.~~

~~(b) Not applicable.~~

~~ITEM 6. EXHIBITS~~

~~(a) The following exhibits are filed as part of this report.~~

Other Information

None.

~~Exhibit No.~~	~~Document~~

~~3.1~~	~~Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarter ended February 27, 2007 filed on April 13, 2007).~~ 9

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Item 6. Exhibits

		Incorporated by Reference			Filed
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date	Herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer				x
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer				x
32.1	Section 1350 Certification of Principal Executive Officer				x
32.2	Section 1350 Certification of Principal Financial Officer				x
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


~~3.2~~	~~Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-QSB filed on April 13, 2007).~~ 10

~~31.1~~	~~Certification~~Table of ~~Chief Executive Officer and Acting Chief Accounting Officer required by Rule 13a-14/15d-14(a) under the Exchange Act.~~ Contents

~~32.1~~	~~Certification of Chief Executive Officer and Acting Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASTRA ENERGY, INC.

Date: ~~July 20, 2010~~April 19, 2023	~~OCEAN SMART, INC.~~	/s/ Kermit Harris
		Kermit Harris
		President, Secretary and Treasurer
		Director
		(Principal Executive Officer)

Date: April 19, 2023		/s/ Rachel Boulds
		Rachel Boulds
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)


		11
	~~By: /s/ Robert Saunders~~
	~~Robert Saunders,~~
	~~Chief Executive Officer & President~~

	~~By: /s/ Michael Boswell~~
	~~Michael Boswell,~~ ~~Acting Chief Accounting Officer~~

PART I FINANCIAL INFORMATION		F-1
ITEM 1	Financial Statements (unaudited)	F-1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	8
ITEM 4.	Controls and Procedures	8

PART II OTHER INFORMATION		9
ITEM 1.	Legal Proceedings	9
ITEM 1A.	Risk Factors	9
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM 3.	Defaults Upon Senior Securities	9
ITEM 4.	Mine Safety Disclosures	9
ITEM 5.	Other Information	9
ITEM 6.	Exhibits	10

SIGNATURES		11

OCEAN SMART, INC.
CONSOLIDATED BALANCE SHEETS
MAY 31, 2010 and AUGUST 31, 2009

	May 31,			August 31,
	2010			2009
	(unaudited)
ASSETS

Current assets:
Cash	$	9,521		$	12,356
Accounts receivable, net		150,126			233,376
Inventory		790,674			553,311
Other current assets		63,823			52,056

Total current assets		1,014,144			851,099

Property, plant and equipment, net		3,069,608			3,350,709

Long-term inventory		708,112			1,075,463

Other assets		25,229			9,335

Total assets	$	4,817,093		$	5,286,606

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Short term debt	$	160,945		$	161,932
Line of credit		77,307			75,194
Current portion of long term debt		310,056			354,318
Accounts payable and accrued liabilities		1,387,144			1,111,503

Total current liabilities		1,935,452			1,702,947

Long term debt, net current portion		619,640			598,306

Total liabilities		2,555,092			2,301,253

COMMITMENTS AND CONTINGENCIES

Stockholders' equity
Series A Preferred stock, par $0.001, 10,000,000		7,774			7,774
authorized, 7,773,998 issued and outstanding
at May 31, 2010 and August 31, 2009, respectively
Series B Preferred stock, par $0.001, 220		-			-
authorized, 207 issued and outstanding at
May 31, 2010 and August 31, 2009, respectively
Series C Preferred stock, par $0.001, 1,000,000		748			748
authorized, 747,870 issued and outstanding
at May 31, 2010 and August 31, 2009, respectively
Series D Preferred stock, par $0.001, 380,000		305			305
authorized, 304,558 issued and outstanding
at May 31, 2010 and August 31, 2009, respectively
Common stock, par $0.0001, 100,000,000 authorized,		2,636			2,592
26,370,147 and 25,920,296 issued and outstanding at
May 31, 2010 and August 31, 2009, respectively
Additional paid in capital		28,711,885			28,372,640
Accumulated deficit		(26,230,756	)		(25,008,570	)
Accumulated other comprehensive income (loss) -
foreign exchange adjustment		(230,591	)		(390,136	)

Total stockholders' equity		2,262,001			2,985,353

Total liabilities and stockholders' equity	$	4,817,093		$	5,286,606

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED MAY 31, 2010 and 2009
(unaudited)

	THREE MONTHS ENDED						NINE MONTHS ENDED
	MAY 31,						MAY 31,
	2010			2009			2010			2009


Revenue	$	536,152		$	319,147		$	1,764,182		$	1,329,229
Cost of goods sold		581,593			525,800			1,766,571			1,895,038

Gross profit (loss)		(45,441	)		(206,653	)		(2,389	)		(565,809	)

Expenses:
General and administrative expenses		136,084			373,862			503,786			899,395
Salaries and benefits		98,154			88,413			324,827			256,347

Total operating expenses		(234,238	)		(462,275	)		(828,613	)		(1,155,742	)

Loss from operations		(279,679	)		(668,928	)		(831,002	)		(1,721,551	)

Other income (expense):
Interest (expense), net		(18,013	)		(14,287	)		(54,208	)		(37,315	)
Other income (expense)		(12,369	)		1,461			(13,776	)		1,461

Total other income (expense), net		(30,382	)		(12,826	)		(67,984	)		(35,854	)

Net loss		(310,061	)		(681,754	)		(898,986	)		(1,757,405	)

Dividend on preferred stock		-			-			(323,200	)		(322,395	)

Net loss applicable to
common shareholders		(310,061	)		(681,754	)		(1,222,186	)		(2,079,800	)

Foreign currency translation		(2,514	)		525,649			159,545			(185,650	)

Comprehensive loss	$	(312,575	)	$	(156,105	)	$	(1,062,641	)	$	(2,265,450	)

Net loss per Share
Basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.05	)	$	(0.08	)

Weighted average shares outstanding
Basic and diluted		26,370,147			25,127,475			26,169,115			25,063,189

OCEAN SMART, INC.
CONSOLIDATED STATEMENTS OF CASHFLOWS
NINE MONTHS ENDED MAY 31, 2010 and 2009
(unaudited)

	2010			2009

Cash flows from operating activities:

Net loss	$	(898,986	)	$	(1,757,405	)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		426,770			376,584
Stock option expense		16,089			179,737
Common stock issued for services		-			17,500
Inventory impairment		-			75,000
Bad debt expense		9,986			-

Changes in current assets and liabilities:
Accounts receivable		73,264			10,816
Prepaid expenses		(11,768	)		21,233
Loan receivable, related party		-			(70,112	)
Inventory		188,456			432,955
Accounts payable		275,641			159,972

Net cash provided by (used in) operating activities		79,452			(553,720	)

Cash flows from investing activities:
Other assets		(15,625	)		(6,313	)
Purchase of property, plant and equipment		(25,290	)		(92,200	)

Net cash provided by (used in) investing activities		(40,915	)		(98,513	)

Cash flows from financing activities:

Net proceeds (payments) from line of credit		(527	)		16,927
Proceeds from short term debt		-			40,546
Payment of short term debt		(6,715	)		(43,764	)

Net cash provided by (used in) by financing activities		(7,242	)		13,709

Foreign currency translation effect		(34,130	)		(47,473	)

Net decrease in cash		(2,835	)		(685,997	)

Cash, beginning of period		12,356			712,298

Cash, end of period	$	9,521		$	26,301

Supplemental disclosure of cash flow information

Non cash transactions
Issuance of stock for dividends	$	323,200		$	322,395
Acquisition of Granscal assets for debt and common stock	$	-		$	87,759

	Number of Shares		Weighted Average Exercise Price
Outstanding, August 31, 2009		5,892,000	$	1.03
Granted		--		--
Exercised		--		--
Forfeited		--		--
Expired		--		--
Outstanding, May 31, 2010		5,892,000	$	1.03
Exercisable, May 31, 2010		5,892,000	$	1.03

	Number of Warrants		Weighted Average Exercise Price
Outstanding, August 31, 2009		803,285	$	1.88
Granted		--		--
Exercised		--		--
Forfeited		--		--
Returned and exchanged		--		--
Expired		(20)		10,000
Outstanding, May 31, 2010		803,265	$	1.63
Exercisable, May 31, 2010		803,265	$	1.63

Date	Preferred Stock	Common Shares Issued	Dividend Value

12/31/2009	Series A	325,575	$ 233,500
12/31/2009	Series B	86,691	$ 62,600
12/31/2009	Series C	37,585	$ 27,100

		Estimated Inventory (value) to be Sold
Year-class	Accumulated Cost to Date	next 12 months	next 24 months	beyond 24 months
2006	$ 38,522	$ 38,522	$ -	$ -
2007	553,485	553,485	-	-
2008	343,004	198,667	144,337	-
2009	349,288	-	208,228	141,060
2010	214,487	-	-	214,487

Totals	$ 1,498,786	$ 790,674	$ 352,565	$ 355,547