You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Astra Energy, Inc, a Nevada corporation. Ifanyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Astra Energy, Inc.

Astra Energy is an emerging company within the electricity generation and transmission sector 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.

We are cultivating a portfolio of intellectual property and global licenses for innovative renewable energy technology and generating projects to deploy that technology.

The Company’s corporate strategy is rooted in securing technologies and assets, identifying viable market opportunities and bringing together resources, expertise, technology and defined action plans to execute projects that benefit the planet, communities, local economies and investors.

Astra Energy identifies and develops clean energy and renewable energy projects in underserved markets around the world. The Company focuses on end-to-end development, including:

	·	Identifying, acquiring, and developing physical land assets in strategic locations and markets
	·	Relationship building with local governments and community stakeholders
	·	Procuring contractors and professionals to design, develop, and construct the project
	·	Capitalizing the project through financing and incentives such as carbon credits
	·	Power grid interconnection
	·	Power marketing
	·	Ongoing operations
	·	Project refinancing and sale
	·	Project financing and sale

History

The Company was incorporated in the State of Nevada on June 12, 2000, under the name “Fresh Air.com Inc.” In February 2003, the Company changed its name to “Heritage Management, Inc.” On March 2, 2009, the issuer’s name was changed to “Edgewater Foods International, Inc.” On February 27, 2018, the name was changed to “Ocean Smart Inc.” On April 24, 2020, the Company was reinstated in the State of Nevada the name of the Company was changed to “Artic Motion, Inc.” Effective, May 22, 2020, the Company changed its name to Astra Energy Inc. The Company is currently in good standing in Nevada.

On August 24, 2020, the Company effected a reverse stock split of its authorized shares of common stock on a 1:50 basis. On August 24, 2020, the Company effected a reverse stock split of its authorized shares of Series A preferred stock on a 1:1,000 basis.

The Company has an accumulated deficit at February 28, 2022 of $31,338,085 and except for a one-time non-refundable deposit received pursuant to a pending solar panel sales and installation agreement, has no current revenue generating operations. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. We will need to rely on private capital investment to fund on-going operations for the near term. There is no guarantee that we will be able to secure private capital investment.

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Our principal executive offices are located at 9565 Waples Street, Suite 200, San Diego, CA 92121. Our telephone number is (800) 705 2919. Our website is www.astraenergyinc.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.

SUMMARY OF THE OFFERING

Common Stock offered by the Company:		5,000,000 Units at a fixed price of $0.50 consisting of one (1) share of common stock and one warrant to purchase one (1) share of our common stock within two years for $1.00 for a total of 10,000,000 shares of common stock, offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the Units have been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason, terminate the offering.

Common stock offered by the Stockholders:		43,781,000 shares of our common stock offered by selling stockholders in a resale offering at $0.50 per share until our shares are listed on a national exchange or quoted on OTCQX or OTCQB, at which time they may be sold at prevailing market prices or in privately negotiated transactions. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

Common stock outstanding before this offering:		45,455,540 shares of common stock are currently issued and outstanding.
Common stock outstanding after this offering:		50,455,540 shares of common stock will be issued and outstanding if we sell all of the shares we are offering.
Warrants outstanding before this offering:		1,556,000 warrants are currently outstanding.
Warrants outstanding after this offering:		6,556,000 warrants will be outstanding if we sell all of the units we are offering.
Common stock outstanding		The Company affected a forward stock split of 3 for 1 on September 15, 2021, which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout this registration statement reflect the forward split.

Use of proceeds:		We will not receive any proceeds from the sale of shares in this offering by the selling stockholders.

OTC Pink Sheets symbol:		ASRE

Risk Factors:		The Common Shares offered involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors.”

________________

Risk factors: You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 6 of this prospectus before deciding whether or not to invest in shares of our common stock.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the following isrisks, together with the financial and other information contained in this prospectus. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be adversely affected. In that case, the trading price of our common stock would likely decline, and you may lose all or a ~~summary~~part of your investment.

Risks Relating to Our Business

Our business and future operations may be adversely affected by epidemics and pandemics, such as the recent COVID-19 outbreak.

We may face risks related to health epidemics and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that ~~highlights what we believe~~could adversely affect general commercial activity and the economies and financial markets of the country as a whole. For example, the recent outbreak of COVID-19, which has been declared by the World Health Organization to be a “pandemic,” has spread across the ~~most important information regarding Edgewater~~globe, including the United States of America. A health epidemic or pandemic or other outbreak of communicable diseases, such as the current COVID-19 pandemic, poses the risk that we, or potential business partners may be disrupted or prevented from conducting business activities for certain periods of time, the durations of which are uncertain, and may otherwise experience significant impairments of business activities, including due to, among other things, operational shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our customers or other business partners. While it is not possible at this time to estimate the impact that COVID-19 could have on our business, our customers, our potential customers, suppliers or other current or potential business partners, the continued spread of COVID-19, the measures taken by the local and federal government, actions taken to protect employees, and the impact of the pandemic on various business activities could adversely affect our results of operations and financial condition.

Risks Relating to our Organization and our Common Stock

Exercise of options and warrants and/or conversion of preferred stock will dilute your percentage of ownership. We may issue options to purchase or grant up to an aggregate of 5,000,000 shares of common stock pursuant to a Stock Grant/Option Plan. In the future, we may grant additional stock options, warrants and convertible securities. The exercise or conversion of stock options, warrants, preferred stock or convertible securities ~~being offered herein. Because it is~~will dilute the percentage ownership of our other stockholders. The dilutive effect of the exercise or conversion of these securities may adversely affect our ability to obtain additional capital. The holders of these securities may be expected to exercise or convert them when we would be able to obtain additional equity capital on terms more favorable than these securities.

Difficulties we may encounter managing our growth could adversely affect our results of operations.

As our business needs expand, we may need to hire a ~~summary, however, it~~significant number of employees. This expansion may place a significant strain on our managerial and financial resources. To manage the potential growth of our operations and personnel, we will be required to:

	·	improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;

	·	install enhanced management information systems; and

	·	train, motivate and manage our employees.

We may not ~~contain all of the~~be able to install adequate management information ~~that is important~~and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to ~~you. To understand~~support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

Ifwe lose key personnel or are unable to attract and retain additional qualified personnel, we may not be able to successfully manage our business and achieve our objectives. We believe our future success will depend upon our ability to retain our key management and we may not be successful in attracting, assimilating and retaining our employees in the future.

Going Concern

The Company has an accumulated deficit at February 28, 2022 of $31,338,085 and except for a one-time non-refundable deposit received pursuant to a pending solar panel sales and installation agreement, has no current revenue generating operations. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. We will need to rely on private capital investment to fund on-going operations for the near term. There is no guarantee however that we will be able to secure private capital investment.

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

If Astra Energy is earning profits (their revenues are greater than costs), profits 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.

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Our Stock Price May Be Volatile

The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	·	changes in our industry;

	·	competitive pricing pressures;

	·	our ability to obtain working capital financing;

	·	additions or departures of key personnel;

	·	limited “public float” in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock; sales of our common stock;

	·	our ability to execute our business plan;

	·	operating results that fall below expectations;

	·	Loss of any strategic relationship;

	·	regulatory developments;

	·	economic and other external factors; and

	·	period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have never paid nor; do we expect in the near future to pay dividends. We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock for the foreseeable future. Investors should not rely on an investment in our Company if they require income generated from dividends paid on our capital stock. Any income derived from our common stock would only come from rise in the market price of our common stock, which is uncertain and unpredictable.

We cannot predict how liquid the market for our common stock might become. The market liquidity for our common stock is not predictable. Since February 2018, our common stock has been quoted for trading on the OTC Pink Sheets as Ocean Smart, Inc. with the symbol OCSM and since May 2020 as Astra Energy, Inc. trading on the OTC Pink Sheets under the symbol ASRE. As soon as is practicable, we intend to apply for listing of our common stock on OTCBQ or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Pink Sheets or suspended from the OTC Pink Sheets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility. Furthermore, for companies whose securities are traded on the OTC Pink Sheets, it is more difficult (I) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

Our common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors.

Our common stock will be subject to Rules 15g-l through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (as defined in Rule 50l(a) of the Securities Act). For transactions covered by this ~~offering~~rule, a broker- dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of our common stock.

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Additionally, our common stock is subject to SEC regulations applicable to “penny stocks.” Penny stocks include any non-Nasdaq equity security that bas a market price of less than $5.00 per share, subject to certain exceptions.

The regulations require that prior to any non-exempt buy/sell transaction in a penny stock; a disclosure schedule proscribe d by the SEC relating to the penny stock market must be delivered by a broker-dealer to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for our common stock. The regulations also require that monthly statements be sent to holders of a penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

Our common stock may be affected by limited trading volume and price fluctuation which could adversely impact the value of our common stock.

There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants or upon the conversion of our Preferred Stock, it could create an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity related securities in the future at a time and price that we deem reasonable or appropriate.

Investor relations activities, nominal “float” and supply and demand factors may affect the price of our stock.

The Company expects to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. The Company may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third parties based upon publicly available information concerning the Company. The Company does not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. in addition, investors in the Company may, from time to time, also take steps to encourage investor awareness through similar activities that may be undertaken at the expense of the investors. Investor awareness activities may also be suspended or discontinued which may impact the trading market of our common stock.

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The SEC and FINRA enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. We and our shareholders may be subject ed to enhanced regulatory scrutiny due to the small number of shareholders who initially will own the registered shares of our common stock publicly available for resale, and the limited trading markets in which such shares may be offered or sold which have often been associated with improper activities concerning penny-stocks, such as the OTC Pink Sheets or the OTCQB Marketplace. Until such time as our restricted shares is registered or available for resale under Rule 144, there will continue to be a small percentage of shares held by a small number of investors, many of whom acquired such shares in privately negotiated purchase and sale transactions, which will constitute the entire available trading market. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Since a small percentage of the outstanding common stock of the Company will initially be available for trading, held by a small number of individuals or entities, the supply of our common stock for sale will be extremely limited for an indeterminate amount of time, which could result in higher bids, asks or sales prices than would otherwise exist. Securities regulators have often cited factors such as thinly traded markets, small numbers of holders, and awareness campaigns as hallmarks of claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what price s they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

Risks Related to Our Industry

We face intense competition.

We anticipate intense competition across all markets for our products and services. Although we believe our business and product portfolio contains some competitive advantage, our competitors that are focused on narrower product lines may be more effective in devoting technical, marketing, and financial resources to compete with us. In addition, barriers to entry in our businesses generally are low end products.

Prior to Astra’s entry into the clean energy market, renewable electricity generation has been subsidized to encourage investment. This has resulted in the rapid expansion of the renewable industry and has created increased competition, accompanied by technology advances that have allowed a constant lowering of construction and operating costs. Moreover, these early companies were willing to take on construction and technology risks. Regulators, faced with having to adjust and revise a complex scheme of feed-in tariffs constantly, adopted a more market-driven approach. They introduced auctions whereby the bidder with the lowest electricity price would win the development rights for a certain location. Fierce competition ensued, with bid prices dropping by as much as 50 to 80 percent from 2015 to 2018. Auctioning schemes are allowing “zero bids” whereby the developer is no longer guaranteed a minimum electricity price. While projects have benefited from favorable site conditions and economies of scale, this change in the renewables marketplace indicates that the industry is transitioning into the next phase of market integration in which governments will abandon subsidies and developers will be fully ~~you~~exposed to wholesale prices. As Astra is looking at projects abroad, financial performance may be negatively affected by regulatory, political, economic and social conditions in other countries in which operations or projects are located. In many of these jurisdictions, Astra is exposed to various risks such as potential renegotiation, nullification or forced modification of existing contracts, expropriation or nationalization of property, foreign exchange controls, changes in local laws, regulations and policies, political instability, bribery, extortion, corruption, civil strife, acts of war, guerilla activities and terrorism. Actual or potential political or social changes and changes in economic policy may undermine investor confidence, which may hamper investment and thereby reduce economic growth, and otherwise may adversely affect the economic and other conditions under which Astra operates in ways that could have a materially negative effect on Astra’s business. Further, governments may impose new taxes, raise existing taxes, reduce tax exemptions and benefits, request or force renegotiation of tax stabilization agreements or change the basis on which taxes are calculated in a manner that is unfavorable to Astra.

The rapid spread of the COVID-19 virus, which was declared by the World Health Organization to be a pandemic on March 11, 2020, and actions taken globally in response to COVID-19, have significantly disrupted international business activities. Some of the equipment required in certain projects may have to be sourced abroad and the free movement of equipment and project supplies may be restricted in certain parts of Europe and Africa. Supply chain delays and certain service providers are experiencing challenges which drives up project costs. The recent invasion of Ukraine may also have an effect on all of this.

As a risk mitigation strategy related to the potential global chain issues the world is experiencing, the Company has moved all production to the USA. In Houston, we have secured a fabricator who is has historically manufactured the equipment for us. They have the production capacity to deliver on any machine order in a reasonable time period. This comprises 90% of our total hardware and equipment costs on a single waste to energy system. The overall manufacturing cost is approximately 7 to 8 % higher but offers supply chain security and timely delivery worldwide. Additionally, we have adjusted all pricing and allocated additional costs and time for shipping to our customers.

Further, earlier this year Astra Energy Inc. received advocacy from the US Chamber of Commerce. Among the departments that support international business activities for US owned and operated companies, are the United States Trade and Development Agency, the U.S. International Finance Corporation, and the Export-Import Bank of the United States. We engage all three parties in our international business activities as recommended through our advocacy of the US Chamber of Commerce. Each provides support and risk mitigation for international business activities. The U.S. International Finance Corporation provides political risk insurance with coverage up to $1 billion against losses dues to currency inconvertibility, government interference, and political violence including terrorism. https://www.dfc.gov/what-we-offer-our-products/political-risk-insurance ). The Export-Import Bank of the United States provides export credit insurance top protect US companies who manufacture or deliver goods and services from the United States to world markets.

These competitive pressures may result in decreased sales volumes, price reductions, and/or increased operating costs, such as for marketing and sales incentives, resulting in lower revenue, gross margins, and operating income.

Our business depends on our ability to attract and retain talented employees.

Our business is based on successfully attracting and retaining talented employees. The market for highly skilled workers and leaders in our industry is extremely competitive. We are limited in our ability to recruit internationally by restrictive domestic immigration laws. If we are less successful in our recruiting efforts, or if we are unable to retain key employees, our ability to develop and deliver successful products and services may be adversely affected. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.

Delays in procurement of equipment may adversely affect our revenues.

New equipment and existing equipment may require longer delivery times which would affect our project completion dates. Significant delays in delivery times could adversely affect our revenue.

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Acquisitions and joint ventures may have an adverse effect on our business.

We expect to continue making acquisitions or entering into joint ventures as part of our long-term business strategy. These transactions involve significant challenges and risks including that the transaction does not advance our business strategy, that we don’t realize a satisfactory return on our investment, or that we experience difficulty in the integration of new employees, business systems, and technology, or diversion of management’s attention from our other businesses. These events could harm our operating results or financial condition.

SELECTED FINANCIAL DATA

This Item is not required for smaller reporting companies, and the Company has elected to omit this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

The following information contains certain forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and ~~related notes carefully. Unless~~are not based on historical fact. Forward-looking statements may be identified by the ~~context requires otherwise, “we,~~use of forward-looking terminology, such as “may,” ~~“us,~~“could,” ~~“our” and~~“expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, ~~refer~~variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to ~~Edgewater.~~

Webe reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the ~~parent company~~United States of ~~Island Scallops Ltd.,~~America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a ~~Vancouver Island aquaculture company. Island Scallops was established~~result of different assumptions or conditions.

The methods, estimates, and judgment we use in ~~1989 and for 20 years~~applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The SEC has ~~successfully operated a scallop farming and marine hatchery business. Island Scallops is dedicated~~defined “critical accounting policies” as those accounting policies that are most important to the ~~farming, processing~~portrayal of our financial condition and ~~marketing~~results and require us to make our most difficult and subjective judgments, often as a result of ~~high quality, high value marine species: scallops~~the need to make estimates of matters that are inherently uncertain. Based upon this definition, our most critical estimates are accounting for convertible debt and ~~sablefish. Scallop farming is relatively new~~embedded derivatives, software revenue recognition, and stock issued to ~~North America~~employees and ~~Island Scallops is~~non-employees. Our most critical accounting policies applicable to the ~~only producer of both live-farmed Qualicum Beach Scallops and live sablefish (or blackcod). Given Island Scallops’ unique hatchery technology and extensive research and development,~~periods presented are noted below. For additional information see Note 2, “Significant Accounting Policies” in the notes to our financial statements appearing elsewhere in this report. Although we believe that ~~there is no significant competition~~our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.

Use of Estimates

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

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Income Taxes

The Company follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the ~~farming~~expected future tax consequences of ~~these marine species~~events that have been included in ~~our geographic area. Island Scallops~~the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is ~~committed~~more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~rapidly expanding production~~apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and ~~profits while continuing~~liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to ~~finance~~uncertainty income taxes. ASC 740-10-25 addresses the ~~aggressive growth~~determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the ~~company~~position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and ~~maintaining a healthy respect~~penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Stock-based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding, and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of June 16, 2022, the Company has 7,774 potentially dilutive shares from Series A preferred stock and 304,558 potentially dilutive shares from Series D preferred stock. The rights of conversion on the outstanding issued shares of Series B and Series C preferred stock have expired.

Results of Operations

Fiscal Year Ended August 31, 2021, Compared to Fiscal Year Ended August 31, 2020

General and administrative expenses increased to $252,097 from $1,159 for the ~~marine environment.~~

During our 2008 fiscal year and the first two quarters of our 2009 fiscal year, we continued the harvesting, processing and sale of our 2004 and 2005 year class of scallops, continued growing our 2006 scallop class and transferring our 2007 year-class scallops (which were still maturing in our tenured growing sites and on-shore ponds) to larger grow-out nets on our farm sites. We also completed the spawning, grow-out in our on-shore nursery ponds and started transferring our 2008 scallop year class to our farm sites. We also began the spawning of our 2009 scallop class in February 2009. We refer to the year-class of scallops based on when the scallops were spawned. Generally, the harvest occurs approximately 22 to 24 months after spawning of the scallops. For example, we plan to begin harvesting our 2009 scallop class (that was initially spawned in February of 2009) in December 2010.

During the first quarter of our 2009 fiscal year, we completed a large purchase order 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 cash compensation to officers and management and stock compensation for services rendered.

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Consulting expenses to related parties increased to $117,000 from $104,315 for the years ended August 31, 2021, and 2020, respectively. Related party consulting expenses increased primarily as a result of cash compensation to officers and management.

Liquidity and Capital Resources

We have an accumulated deficit at August 31, 2021 of $29,889,190. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At August 31, 2021, the Company had cash of $94,765. We will need to rely on private capital investment to fund future operations for the next 12 months.

Cash Flows

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

	Years Ended August 31,
	2021			2020
Net cash (used in) provided by:
Operating activities	$	(461,235	)	$	(2,974	)
Financing activities	$	556,000		$	2,974

Operating Activities

Cash used in operating activities was $461,235 and $2,974 for the years ended August 31, 2021, and 2020, respectively. The increase in cash used for operating activities was primarily for general operating and business development costs.

Financing Activities

Cash provided by financing activities was $556,000 and $2,974 for the years ended August 31, 2021, and 2020, respectively. The increase in cash provided by financing activities was due to an increase in the issuances of common stock for cash.

Off-Balance Sheet Arrangements

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

Three months Ended February 28, 2022, Compared to Three months Ended February 28, 2021

Revenues:

The revenue increased to $25,000 from $nil for the three months ended February 28, 2022 and February 28, 2021, respectively. The increase resulted from a non-refundable deposit received pursuant to a pending contract for the sale and installation of solar panels.

Expenses:

General and administrative expenses increased to $20,740 from $14,113 for the three months ended February 28, 2022 and 2021, respectively. General and administrative expenses increased primarily in audit and legal expenses, regulatory filing costs, transfer agent fees.

Business development expenses increased to $407,876 from $2,000 for the three months ended February 28, 2022 and 2021, respectively. Business development expenses increased primarily in travel, engineering and consulting services.

Consulting expenses to related parties decreased to $15,000 from $17,031 for the three months ended February 28, 2022 and 2021, respectively.

Executive compensation expenses decreased to $234,000 from $272,500 for the three months ended February 28, 2022 and 2021, respectively. Executive compensation expenses decreased primarily as a result of reduced stock compensation for services rendered.

Stock compensation - consultingincreased to $570,000 from $nil for the three months ended February 28, 2022 and 2021, respectively. Stock compensation increased primarily as a result of the issuance of common stock for services rendered.

Six months Ended February 28, 2022, Compared to Six months Ended February 28, 2021

Revenues:

The revenue increased to $25,000 from $nil for the six months ended February 28, 2022 and February 28, 2021, respectively. The increase resulted from a non-refundable deposit received pursuant to a pending contract for the sale and installation of solar panels.

Expenses:

General and administrative expenses increased to $71,519 from $17,760 for the six months ended February 28, 2022 and 2021, respectively. General and administrative expenses increased primarily in audit and legal expenses, regulatory filing costs, transfer agent fees.

Business development expenses increased to $407,876 from $2,000 for the six months ended February 28, 2022 and 2021, respectively. Business development expenses increased primarily in travel, engineering and consulting services.

Consulting expenses to related parties increased to $30,000 from $29,031 for the six months ended February 28, 2022 and 2021, respectively.

Executive compensation expenses increased to $369,000 from $335,500 for the six months ended February 28, 2022 and 2021, respectively. Executive compensation expenses increased primarily as a result of common stock issued for services rendered.

Stock compensation - consulting increased to $595,500 from $18,750 for the six months ended February 28, 2022 and 2021, respectively. Stock compensation increased primarily as a result of the issuance of common stock for services rendered.

Liquidity and Capital Resources

We have an accumulated deficit at February 28, 2022 of $31,338,085. We expect to incur substantial expenses and generate continued operating losses until we generate revenues sufficient to meet our obligations. At February 28, 2022, the Company had cash, inventory and receivables of $392,320. We will need to rely on private capital investment to fund future operations for the next 12 months.

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Cash Flows

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

	Six Months Ended February 28,
	2022			2021
Net cash (used in) provided by:
Operating activities	$	(817,483	)	$	(117,440	)
Financing activities	$	775,500		$	136,000

Operating Activities

Cash used in operating activities was $817,483 and $117,440 for the six months ended February 28, 2022, and 2021, respectively. The increase in cash used for operating activities was primarily for general operating, executive compensation and business development costs.

Financing Activities

Cash provided by financing activities was $775,500 and $136,000 for the six months ended February 28, 2022, and 2021, respectively. The increase in cash provided by financing activities was due to an increase in the issuance of common stock for cash.

INDUSTRY OVERVIEW

The industry data contained in this ~~order, Fanny Bay will effectively become the exclusive distributor of~~section includes market and industry information that we have developed from publicly available information; various industry publications and other published industry sources and our ~~scallops outside the European market.~~internal data and estimates. We believe the publications and reports are reliable however, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business in the market in which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this ~~order~~section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will ~~reduce cost~~also provide copies of such sources cited herein.

SOLAR

The 2021 Renewable Energy Market Analysis report, indicates that East Africa has a high annual average solar irradiation of 2100 kilowatt hours per square metre. “Solar energy is now the fastest-growing renewable energy source in Africa. Between 2011 and ~~encourage additional wholesalers within~~2020, solar capacity in Africa grew at an average compound annual growth rate (CAGR) of 54%, two and a half times that of wind (22.5%), almost four times that of geothermal (14.7%) and almost 17 times that of hydropower (3.2%). Total solar additions over the ~~Taylor network~~past decade amounted to ~~carry our scallops.~~ 10.4 GW (9.4 GW solar photovoltaic [PV]; 1 GW concentrated solar power) with the most additions made in 2018 (2.9 GW).

In addition to the ~~Taylor sales agreement, we recently finalized an order~~drivers above, investment in solar was partly triggered by structured renewable energy procurement programs in the power sector, such as the Global Energy Transfer Feed-in tarrif (GET FiT), as well as the falling cost of solar energy technologies, regulation, and de-risking.

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WASTE CONVERSION

The first incinerator in the United States was built in 1885 on Governors Island in New York, NY. By the mid-20th Century hundreds of incinerators were in operation in the United States, but little was known about the environmental impacts of the water discharges and air emissions from these incinerators until the 1960s. When the Clean Air Act (CAA) came into effect in 1970, existing incineration facilities faced new standards that banned the uncontrolled burning of MSW and placed restrictions on particulate emissions. The facilities that did not install the technology needed to meet the CAA requirements closed.

Combustion of MSW grew in the 1980s. By the early 1990s, the United States combusted more than 15 percent of all MSW. The majority of non-hazardous waste incinerators were recovering energy by this time and had installed pollution control equipment. With the newly recognized threats posed by mercury and dioxin emissions, EPA enacted the Maximum Achievable Control Technology (MACT) regulations in the 1990s. As a result, most existing facilities had to be retrofitted with air pollution control systems or shut down.

Source https://www.epa.gov/smm/energy-recovery-combustion-municipal-solid-waste-msw#EnergyRecovery

Waste to Energy Market Outlook - 2027

The sustainable alternative to landfills for waste disposal is Waste-to-Energy incineration. Waste to energy (WtE) or energy from waste (EfW) is a process of energy recovery, and the technique of generating energy in the form of heat or electricity from the primary treatment of waste. Most of the WtE processes produce heat or electricity directly through thermal combustion or generate a combustible fuel commodity, including methanol, methane, synthetic fuels, or ethanol. The global waste to energy market size was valued at $35.1 billion in 2019, and is projected to reach $50.1 billion by 2027, growing at a CAGR of 4.6% from 2020 to 2027.

The global waste to energy market growth is driven by increase in demand for incineration process and rise in public WtE expenditure. Moreover, increase in inclination of consumers toward efficient and easy WtE conversion techniques, such as incineration, gasification, pyrolysis, and various biochemical treatments, including aerobic and anaerobic digestion, is expected to significantly boost the market growth.

Source(https;//www.alliedmarketresearch.com/waste-to-energy-market)

Government Regulations

The impact of government regulations on global waste to energy market is positive. These regulations encourage the use of waste to energy for meeting the needs of electricity. The U.S. has several federal laws and regulations that govern renewable energy grid interconnections. Federal Power Act (FPA) gives federal authority over electric utilities. The Public Utility Regulatory Policy Act (PURPA) mandates utilities to buy electricity from qualifying facilities, introducing competition into wholesale power markets. Energy Policy Act enables electricity generators to participate in wholesale power markets. Public Utility Regulatory Policy Act (PURPA) offers the way for small non-utility generators to enter the market, including renewable energy developers. Further, Canada has set a target of increasing the share of zero-emitting sources to 90% by 2030. The target aims to promote use of renewable and clean energy and contribute toward significant greenhouse gas reductions.

However, rise in concerns related to the environmental hazards associated with the incineration process is expected to affect the overall market growth in developed and developing countries. On the contrary, increase in investments in R&D activities to ensure reliability in terms of environmental effects is expected to provide ~~frozen scallop meat with roe~~lucrative opportunities for the market growth in the future.

Source(https;//www.alliedmarketresearch.com/waste-to-energy-market)

Market

The global WtE market is segmented on the basis of technology and region. On the basis of technology, the market is divided into thermal, biochemical, and others. The thermal process involves recycling of energy from Municipal Solid Waste at high temperature. The thermal technology includes several processes such as combustion or incineration, gasification, and pyrolysis. The major difference among these technologies is the amount of oxygen and temperature involvement during the process that leads to the ~~European~~conversion to final product CO2 and water, or to intermediate useful products.

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The incineration segment is anticipated to register a significant compound annual growth rate during the forecast period. Increase in waste generation across the world significantly drive the demand for incineration process on a global scale. As the incinerators can treat all kinds of wastes, this process is highly preferred other thermal waste treatment technologies.

The global waste to energy market size is analyzed across North America, Europe, Asia-Pacific, Latin America, Middle East and Africa. The market is in its nascent stage. However, rise in demand for power generation and inclination toward renewable energy sources drive the demand for waste to energy in developed and emerging economies. At present, Europe is the major player in the waste to energy market and other regions such as Asia-Pacific, North America, Latin America, Middle East and Africa are providing various market opportunities to key players. Asia-Pacific is anticipated to be the fastest growing segment in the waste to energy market. ~~Due~~

CLEAN ENERGY

The analysis below indicates a very strong long term market outlook for energy infrastructure. Astra Energy is primarily involved in the energy infrastructure of both Uganda and Tanzania, specifically in the renewable, and clean energy technologies. Below is the analysis of market drivers;

1. Uganda and Tanzania have young, and fast-growing populations. 46% of Uganda’s population, as well as 43% of Tanzania’s population are children under the age of 15 years.

2. There is a significant change in consumer behavior for the same cohort. They have switched to ~~problems~~completely rely on consumer electronics that require uninterrupted power supply.

3. In the medium term, both countries are expected to return to the pre-pandemic 7% annual GDP growth. Economic growth is expected to fuel job creation, resulting in an increase in aggregate demand mostly for electronics, thereby increasing the per capita consumption of electricity.

The combination of a young, and fast-growing population, change of consumer behavior to rely on consumer electronics, increase in per capita consumption of electricity and GDP growth are expected to drive the demand for electricity by more than 10 times in the next five years in both countries.

Public policy on the other hand, is expected to stimulate the need for energy infrastructure in the following ways;

4. Both Uganda, and Tanzania are currently pursuing economic transformation agendas. Economic transformation refers to the continuous process of moving labour and other resources from lower- to higher-productivity sectors. Both countries are currently developing industrial parks. They have changed their taxation policies to encourage investment in the manufacturing sector, and provided a slew of incentives to attract Foreign Direct Investment in the sector. The success of the strategy highly depends on the availability and reliability of electricity.

5. Only 38% of Uganda’s, and 37.7% of Tanzania’s households are connected to grid electricity. Both countries’ national strategies indicate the goal to more than double the connections by 2025. To reach the strategic goal will require major investment in the grid.

Additional drivers

6. Uganda, and Tanzania heavily rely on hydroelectricity. However, climate change is affecting the amount of water reaching the dam during the dry seasons. This is resulting in shortage of power during the dry season. There is a demand for a more balanced energy mix to ensure reliable supply of power. This as well will drive the demand for investment in renewable electricity resources.

7. Both countries’ infrastructure is more than 50 years old with years of lack of reinvestment due to the fact the infrastructure was previously solely controlled, owned and subsidized by the poorly funded public sector. As a result, more than 50% of the infrastructure has reached the end of its lifecycle and has to be replaced.

Both countries are among the world’s poorest countries. Their national budgets are stretched and are unable to invest in their respective electricity infrastructures. Both countries’ electricity sector strategic plans indicate the need for private sector participation in the electricity generation, transmission, and distribution sectors. Both countries have indicated preference to transition to clean and renewable electricity resource development to power social, economic and industrial growth sustainably over the coming decades.

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On the other hand, OECD countries resolved to make available more than $100 billion to invest in projects related to developing emerging economies including Uganda and Tanzania. The vast majority of this funding is to finance infrastructure projects that promote climate change initiatives. The resolution triggered even bigger commitments of funding from the private sector for the same cause. The 2021 Renewable Energy Market Analysis report published by the International Renewable Energy Agency provides a snapshot of investment in the renewable sector over the years.

Astra Energy established itself, and has physical presence in Uganda and Tanzania to access the funding to advance projects in power generation, transmission, and distribution infrastructure.

The Renewable Energy Market Analysis report indicates that “during the decade from 2010 to 2020, about 78% of overall financing for renewable energy in Africa came in the form of term loans (“non-recourse financing”), while 20% came from balance sheet financing (“corporate financing”). The remaining 2% was made up of bonds, development loans, construction loans, syndicated equity and tax equity.

Currently, Uganda, and Tanzania, like majority of the countries in Africa have maxed out their borrowing capacity, and yet they still require major investment in the energy sector to meet the demand for power. Going forward, the trend of renewable energy financing described above is expected to reverse as the private sector takes leadership in financing and developing the infrastructure.

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POWER TRANSMISSION

Uganda is currently consuming only 58% of the total installed capacity of all its power sources. As such, securing power generation licenses is currently on exception basis. Transmission and distribution projects, however, are expected to increase the demand for power generation. There are currently two types of power transmission projects available:

i) Funded transmission

There is a currently a backlog of projects whose budgets were funded by the World Bank and other donors. The projects were put on hold after the Rural Electrification Authority was disbanded, and the function moved back to the Ministry of Energy. The Ministry is scheduled to start advertising the opportunities for competitive bidding before June 30, 2022.

ii) Unfunded transmission projects.

The Uganda Electricity Transmission Company has a list of unfunded priority transmission projects worth $1Billion. The Ugandan government is seeking developers construct and maintain transmission lines under the Engineering Procurement Construction and Finance, or Build own, operate, and transfer models wherever practical.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-loo king statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward- looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information.

You should review carefully the section entitled “Risk Factors” beginning on page 6 of this prospectus for a discussion of these and other risks that relate to our business and investing in shares of our common stock.

DESCRIPTION OF OUR BUSINESS

Our Business

Astra Energy is an emerging company within the electricity generation and transmission sector 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.

The Company currently has 2 full time employees - our President and Chief Operating Officer and two part time employees – our Chief Financial Officer and Corporate Secretary.

On September 21, 2021, the Company established itself in Uganda through the incorporation of a wholly owned subsidiary called Astra Energy Africa - SMC Limited (“Astra Energy Africa”). On November 5, 2021, Astra Energy Africa was issued an Investment License (the “License”) by the Uganda Investment Authority which allows the Company to invest up to $2 million in the business of electric power generation in Uganda. The period of validity of the License is from November 5, 2021 to November 5, 2026. As holder of the Licence, Astra must ensure compliance with the ~~cadmium levels~~following:

a) expatriate workers to be employed shall be a subject to UIA approval;

b) foreign capital investment must be invested in ~~our frozen product,~~a business enterprise no later than one year from the date of licensing;

c) the mode of settlement of disputes as provided for under section 25 of the Investment Code Act, 2019;

d) maintain proper Financial and Accounting records, returns, samples date relating to the operations of the business enterprise;

e) permit reasonable access to the operations of the business enterprise to the employees or agents of the Authority;

f) take necessary actions to ensure that the operations of the business enterprise do not cause injury to the ecology or environment. In addition, comply with the National Environment Act No.5 of 2019 and Environmental and Social Impact Assessment (ESIA) approved conditions.

g) ensure that the human rights of the employees are respected and protected.

h) ensure a gender-sensitive working environment and take necessary action to ensure equal opportunities amongst personnel and potential employees.

i) apply for renewal of the license, three months to the expiry.

j) be aware of the terms and conditions of the Investment Code Act, 2019, and in particular: section 22; section 23; section 39 and the Regulations thereunder.

k) submit Annual returns including data on actual investment; data on actual employment created; status of the project; data on exports and issues in the export market and data on business expansion/diversification plans.

The Company has not yet identified a specific project to be deployed under the License agreement. The Uganda Investment Authority Investment License is incorporated herein and attached hereto as Exhibit 10.13.

On October 12, 2021, the Company incorporated a 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 January 12, 2022, the Company entered into a contract with Green Hygienics Holdings Inc. for Astra Energy to supply and install a 110kWh solar powered electricity generating system in Southern California. The total contract price is $220,000 and includes designing, engineering, construction, solar panel installation, connection and commissioning. The project is scheduled for completion in 2022. The Contract is incorporated herein and attached hereto as Exhibit 10.14.

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SOLAR:

On January 12, 2022, the Company entered into a contract with Green Hygienics Holdings Inc. for Astra Energy to supply and install a 110kWh solar powered electricity generating system in Southern California. The total contract price is $220,000 and includes designing, engineering, construction, solar panel installation, connection and commissioning. The project is scheduled for completion in 2022. The Contract is incorporated herein and attached hereto as Exhibit 10.14.

Solar energy in California falls into two categories: solar thermal and solar photovoltaic. The California Energy Commission licenses solar thermal plants above 50 megawatts and promotes solar photovoltaic installation through the Renewables Portfolio Standard, with building efficiency standards, and as a partner in the California Solar Initiative. Current licensing regulations support California solar contractors that hold a C-46 license by enabling the installation of solar panels along with battery storage systems. The CSLB interpretations of state Labor Code also adds to the restrictions requiring solar contractors to employ Certified Electricians as well.

The 110kWh solar powered electricity generating system in Southern California, it is a common installation. The State has provisions and historically incentives for small independent behind the grid solar installations that are aligned with its 2030 sustainability goals (https://energyupgradeca.org/californias-energy-goals).

For this particular project the category it falls in is Solar PV, off-site greater than 10 acres and is regulated per Section 6952.b.2 of the Zoning Ordinance and requires approval of a Major Use Permit. These are becoming more commonplace with the increased cost of power and acreages tend to have room for erecting the panels. This particular location is an 824 acre farm. Each submission to the County of San Diego requires:

	○	A complete Major Use Permit application submittal package can be found on the County of San Diego’s web-site here: Photovoltaic Off-Site Over 10 Acres

	○	Additionally, Planning & Development Services requires applicants to participate in a mandatory Major Project Pre-Application Meeting for Major Use Permits. The mandatory pre-application consultation is expected to set reasonable expectations and identify major issues early in the process in order to avoid redesign, rewrites and additional work later in the process. More information is available here: Major Project Pre-App

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.

The Government of Uganda is implementing an industrialization policy in part as an import substitution strategy to transform and enhance its economy and to create more higher paying jobs. The country is developing several industrial parks across the country. Given a limited coverage of high voltage powerlines, the government has opted to develop four 50MW solar farms with battery storage. Astra Energy has been approached to finance, develop, operate, and maintain the infrastructure. The electricity to be produced at the solar farms is to be fed into the national grid as the industrial parks get built out. The Company is considering debt financing for the project through the bond market. These solar farm project could be considered in the Uganda Electricity Access Scale-up Project.

WASTE CONVERSION:

We are currently in negotiations with Regreen Technologies to license its innovative Waste-to-Energy system for application in markets around the world and to acquire a 1 Ton per hour processing system and a 15 Ton per hour processing system. 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 converts dehydrated biomass into flammable liquids and gases under high temperature conditions. The Regreen system works by converting MSW into dried pellets with 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 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 can convert multiple different waste streams into renewable fuel sources more efficiently and at a considerably lower cost.

With regard to the Waste-to-Energy System, the State of California has already issued operating permits for the location at18291 Enterprise Lane, Huntington Beach CA 92648, USA. The location is subject to annual inspection and has been measured for and exceeds State emission standards.

Further, recent legislation in California which requires food waste to be composted with the goal to reduce food waste in 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 ~~were unable~~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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On November 1, 2021, the Company entered into an Exclusive Licensing Agreement and Promissory Note with Corporate Guarantee with Albert Mardikian, Regreen Technologies Inc. and Global Sustainable Technologies Inc. Pursuant to the agreement, Astra has to date advanced $150,000 to assist Regreen in completing equipment testing. All advances made by the Company are at their sole discretion. It is a unilateral option to do so and at any time the Company may choose to discontinue to contribute further. As Consideration for supporting the pilot project the Company will receive Exclusivity in the following regions in perpetuity to deploy the technology, Africa, Jamaica, Brazil and Canada. The Company will have priority in terms for equipment supply delivery. To have exclusivity and priority, the Company shall have advanced a minimum of $500,000 USD towards Borrower’s pilot project in Huntington Beach, California. The maturity date shall be 1 year from the Issue Date (the “Maturity Date”) and is the date upon which the remaining unpaid principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. If ahead of the maturity date the Borrower sells any equipment or generates revenue from its operations related to this technology the Promissory Note will be paid out from first proceeds in advance of the Maturity Date. Any amount of principal or interest on the Promissory Note shall bear interest at the rate of 10% on the outstanding balance (“Interest”). Interest shall commence accruing on the date of the issuance of the Promissory Note. Partial payments or full payments may be made at any time during the term of the Promissory Note by way of direct wire, from a third-party sale of existing inventory or otherwise. Notwithstanding any other provision any unpaid balance shall be paid no later than one year.

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 of its garbage, thereby avoiding the need for a garbage landfill. Landfills are major generators methane, which is a major greenhouse gas that is responsible for global warming. There have been several discussions with the island government with a final proposal anticipated to be presented to the government by the end of May, 2022. A meeting with government officials has been scheduled for June 16, 2022.

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.

CLEAN ENERGY:

We are currently engaged in due diligence and planning for a large-scale clean energy project that is poised to position Astra as a major independent power producer in Tanzania.

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 located in Spain (the “Plant”). The Company has engaged the engineering firm - Empresarios Agrupados – to complete a feasibility study for the ~~initial portion~~relocation and installation of the Plant in Tanzania.

Astra is in the process of securing 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.

POWER TRANSMISSION:

Astra is in negotiations with the government of Uganda to secure a $60M loan to construct 45 KMs of distribution powerlines, as well as a 79 KM double circuit 132 kV transmission powerline and associated substations. Astra will operate and maintain the infrastructure and collect user fees to pay back the loan.

There is an opportunity for Astra Energy to partner with the World Bank to have a percentage of the capex of this ~~order. We believe we~~project provided as a grant through component 1 of the pending Uganda Electricity Access Scale-up Project to make the project more viable.

Only a small percentage of the more than three million residents of Eastern Uganda have ~~identified~~access to electricity. The area is currently experiencing poor and ~~solved this problem and should be able to begin European shipments~~limited power supply amid an increase in ~~fall of 2009. Despite the initial set back fulfilling this European order, we believe this order could represent an important first step towards establishing a large European~~ demand for ~~quality seafood products.~~

On May 29, 2008, we signed a Series D Convertible Preferred Stock Purchase Agreement with one accredited investor whereby such investor was committed, subject to the satisfaction of certain closing conditions, to purchase $1,500,000 of our Series D Preferred Shares.prospectus. Pursuant to this offering the ~~Purchase Agreement, this investor~~Company is also committed to investing an additional $500,000 no later than 90 days from the initial closing date provided that we have hired a chief operating officer acceptable to such investor. Pursuant to the Purchase Agreement, additional investments of up to an aggregate of $2,000,000 of Series D Preferred Shares could have been made in subsequent closings to be completed no later than June 30, 2008. As part of this financing, we also entered into an Exchange Agreement with the investor and certain other holders of our outstanding warrants, whereby the Series J Warrant that the investor received pursuant to the Series C Preferred Stock and Warrant Financing will be cancelled, and the investor and certain other holders of our outstanding warrants returned to us warrants to purchase an aggregate of 24,941,605registering for resale 43,781,000 shares of our common stock held by existing shareholders at $0.50 per share until our shares are listed on a national securities exchange or quoted on OTCQX or OTCQB, at which time they may be sold at prevailing market prices or in privately negotiated transactions. The Company is also registering an additional 10,000,000 shares of common stock consisting of 5,000,000 Units for sale at the fixed price of $0.50 per unit for the duration of the offering. The Unit consists of one share of our common stock and one warrant to purchase one share of our common stock within two years for $1.00.

There is no arrangement to address the possible effect of the offering on the price of the stock.

In connection with the Company’s selling efforts in the offering, our Directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our Directors are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our directors will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Our directors are not, nor have they been within the past 12 months, brokers or dealers, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 5,000,000 Units being offered on behalf of the Company itself. The proceeds from the 43,781,000 shares held by shareholders, if sold, will not go to the Company, but will go to the shareholders directly. Our common stock is listed on the OTC Pink Sheets, we intend to make application to have our shares of common stock quoted on the OTCQB upon receipt of SEC approval of this Registration Statement. There can be no assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.50 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the ~~investor~~Company has complied.

In addition, and ~~such other warrant holders received~~without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $50,000.

Our Officers and Directors will be selling shares of common stock on behalf of the Company simultaneously to selling shares of common stock in the Company from their own personal accounts. A conflict of interest may arise between Officers and Directors selling shares from their personal accounts, and in selling shares on the Company’s behalf.

The Company estimates the costs of this offering at approximately $50,000. The Company intends to use available cash reserves to pay for any offering expenses. If insufficient funds are available, the Company’s officers and directors have informally agreed to cover any such expenses relating to this offering.

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Procedures for Subscribing (Shares offered by us, “The Company”)

If you decide to subscribe for any shares in this offering that are offered by us, “The Company,” you must

	-	Execute and deliver a subscription agreement; and

	-	Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to (i) “Astra Energy, Inc.,” (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates or “book entry,” if requested by the shareholder, attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions (Shares offered by us, “The Company”)

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

In Regards to Shares sold by the Selling Shareholders

The selling shareholders are deemed to be underwriters of this offering. Any selling shareholder named herein is responsible, prior to reselling any shares registered herein that they may own, the Company’s prospectus.

A final summary prospectus, or statutory prospectus, must and will be delivered, at no cost, by any selling shareholder named herein to any potential purchaser of shares no later than upon receiving payment from the purchasing party for such shares. The prospectus must and will be provided to any beneficial owner to whom a prospectus is delivered, and a copy of any or all of the reports or documents that have been incorporated by reference in the prospectus or contained in the registration statement, but not delivered within the prospectus itself, must and will be included.

If you decide to subscribe for any shares in this offering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser,” of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholders will be responsible for following any applicable laws or regulations in regard to the sale(s) of their own shares of common stock.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 and 10,000,000 shares of preferred stock at a par value of $0.001.

Our transfer agent is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598. Its phone number is 212-828-8436 and email address is Email: kafel@vstocktransfer.com. Our Transfer Agent is registered under the Exchange Act.

Common Stock

On August 24, 2020, the Company effected a reverse stock split of its authorized shares of common stock on a 1:50 basis.

On September 15, 2021, the Company effectuated a forward split of its issued and outstanding stock on a 3:1 basis.

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As of June 16, 2022, there were 45,455,540 commonshares issued and outstanding and held by 153 shareholders of record. There is no cumulative voting with respect to the election of directors or any other matter. The holders of our common stock are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally available funds. The dividend rights of our common stock are junior to any preferential dividend rights of any outstanding shares of preferred stock. The holders of our common stock also are entitled to receive distributions upon our liquidation, dissolution or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities and distribution in full of preferential amounts, if any, to be distributed to holders of our preferred stock.

The holders of our common stock are not entitled to preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

The Company has authorized 10,000,000 shares of Preferred Stock at $0.001 par value and 1,060,409 are issued and outstanding as of June 16, 2022. The issued shares are as follows: Preferred Series A: 7,774 shares issued; Preferred Series B: 207 shares issued; Preferred Series C: 747,870 shares issued; Preferred Series D: 304,558 shares issued.

The Preferred Shares are designated as follows;

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 ~~Warrant Financing, Series B Preferred Stock Warrant Financing~~when and as declared by the ~~Series C Preferred Stock Financing,~~Board of Directors, dividends at the rate of 8% per annum in ~~exchange for an aggregate of 267,059~~ shares of our common stock.

(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4) Percent of Class
Preferred A	Vision Opportunity Master Fund, Ltd. 317 Madison Avenue, Suite 1220, New York, NY	7,774	100%

The Company affected a reverse stock split of 1,000 to 1 of its Series DA preferred Stock on August 24, 2020. All shares throughout have been retroactively adjusted to reflect the reverse split.

Series A1 Preferred ~~stock. The net proceeds from~~

On April 24, 2020, the ~~financing are to be used for supplies, processing plant upgrades, working capital~~Company created and general corporate purposes. All of the closing conditions were satisfied and accordingly we completed the private equity financing and received net proceeds of approximately $1.46 million on June 11, 2008.

The following table summarizes the relevant financial data for our business and should be read in conjunction with our financial statements which are included elsewhere in this prospectus. The summary set forth below should be read together with our consolidated financial statements and the notes thereto, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus.

The statements contained in this Form S-1 that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. From time to time, we may make written statements that are "forward-looking," including statements contained in this prospectus and other filings with the Securities and Exchange Commission, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to uncertainties associated with the following:

To increase our production capacity, we must expand our tenures. However, expanding tenures requires local and national government approval, which can be a timely and costly process. Expansion of two of our tenures, Hindoo Creek and Deep Bay, was approved and the expansion of these sites is complete. Another tenure, Bowser, was recently approved for partial conversion (one-third or 308 acres) to the off-bottom (suspended) culture and construction of this off bottom farm is now underway. Our Denman tenure, although approved for expansion by all national government agencies, requires zoning approval from the local Islands Trust. Our initial zoning application was denied, but we are considering our options for appeal. The capacity to be gained by expanding the Denman tenure is small, but valuable nevertheless. Based on our current estimates of near-term sales and capital costs of expanding our farms to increase future crop yields, 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 already scaled back some of our expansion plans and may have to further scale back the plans outlined herein. ~~If expansion of our tenures is denied or delayed due to lack of available funds, it will limit our production capacity.~~

~~Our success will depend, to a large degree, upon the efforts and abilities of our officers and key management employees such as Mr. Saunders, Mr. Bruce Evans and~~ ~~Brendan Fralick~~ . The loss of the services of one or more of these or other key employees could have a material adverse effect on our operations. We currently maintain key man life insurance on Mr. Saunders for a value of $1,000,000. We have an employment agreement with Mr. Saunders that expired in June 2008, but we are currently operating as if this employment agreement is still in effect while we discuss the terms of a new agreement with him. We do not maintain key man insurance for, nor do we currently have employment agreements with, any of our other key employees. In addition, as our business plan is implemented, we will need to recruit and retain additional management and key employees in virtually all phases of our operations. Key employees will require a strong background in the marine aquaculture industry. We cannot assure that we will be able to successfully attract and retain key personnel.

There is currently only a limited public market for our common stock, which is listed on the Over-the-Counter Bulletin Board, and there can be no assurance that a trading market will develop further or be maintained in the future. During the month of October 2007, our common stock traded an average of approximately 1,500 shares per day. As of May 8, 2009, the closing bid price of our common stock was $0.18 per share. As of May 8, 2009, we had approximately 56 shareholders of record of our common stock, 13 shareholders of record of our Series A Preferred Stock, 3 shareholders of record of our Series B Preferred Stock, 2 shareholder of record of our Series C Preferred Stock and 9 shareholders of record of our Series D Preferred Stock not including shares held in street name. In addition, during the past two years our common stock has had a trading range with a low price of $0.75 per share and a high price of $2.00 per share.

The following table sets forth the quarterly high and low bid prices for the common stock since the quarter ended November 30, 2005. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

~~In accordance with SFAS No. 144,~~ ~~Accounting for the Impairment or Disposal of Long-Lived Assets~~, the Company evaluates the carrying value of its inventory for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company uses its best judgment based on the current facts and circumstances relating to its business when determining whether any significant impairment factors exist. The Company’s management performs an undiscounted cash flow analysis to determine if impairment exists. If impairment exists, the Company measures the impairment based on the difference between the inventory’s carrying amount and its fair value, and the impairment is charged to operations in the period in which the inventory impairment is determined by management. Based on its analysis, the Company believes that impairment of $75,000 of the carrying value of its current inventory assets existed at February 28, 2009. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue or allow the Company to realize the value of its long-lived assets and prevent future impairment.

~~Revenues.~~ Revenues for the fiscal year ended August 31, 2008, were approximately $1,584,000. We had revenues of approximately $657,000 for the fiscal year ended August 31, 2007. This is an increase of approximately $927,000 or 141%. The increase in our revenue was largely the result of an increase in the sales of our own scallops. In fact, sales of our own scallops increased by more than 93% or roughly $509,000. If not for the loss of live scallop sales due to the temporary closing of our harvest areas due to Red Tide issues, our overall sales may have increased by at least an additional $100,000. Our overall average price per scallop remained roughly unchanged from 2007 to 2008. Therefore, the increase in revenue generated from the sales of our own scallops was directly due to increased volume. Aside from the increase in the overall number of scallops sold, management also placed great emphasis on equipment sales to other aquaculture companies, which resulted in a large volume of equipment sales that increased revenues by approximately $120,000 over the prior year. Particularly in the final quarter of our 2008 fiscal year, Management also began increasing its focus on generating additional revenues through the sale of both scallop and other shellfish seed sales. This resulted in increased overall volume of both scallop seed and oyster seed sales as compared to the previous fiscal year. As was the case in 2007 and 2006, management continued its emphasis on the development and production of larger scallop crops. Management believes that our emphasis on expansion of future crops coupled with our new sales agreements will yield increased revenues starting in 2009 and beyond.

~~Gross profit (loss).~~ Gross loss for the year ended August 31, 2008, was approximately $479,000, a increase of approximately $100,000 as compared to gross loss of roughly $379,000, for the year ended August 31, 2007. The increase in the amount of gross loss for 2008 (as compared to 2007) was mainly attributable to management’s continued focus on the expansion and development of larger scallop crops and larger scallop yields for future years and increased marketing efforts. Part of this increase was attributable to increased costs due to higher processing plant and trucking costs as we began to establish a larger sales effort. In the future, as we capitalize on our new sales agreements, we expect our sales to increase more rapidly that these costs and margins to quickly improve. We continued to focus resources on maintaining, developing and tending to our scallop crops and believe that we have already seen the initial benefits in increased sales of our own scallops and that we will continue to see additional benefits from our efforts in developing larger crops in the first quarter of 2008 and beyond.

~~General and administrative.~~ General and administrative expenses for the fiscal year ended August 31, 2008, were approximately $3,185,000. Our general and administrative expenses were approximately $1,541,000 for the fiscal year ended August 31, 2007. This is an increase of approximately 1,644,000 or 107%. The majority of this increase was directly attributable to stock option expense of roughly $1,780,000 as compared to $486,000 for the same period in 2007. To date, we have already expensed the majority of the stock option expenses related to the 2,592,000 options that were outstanding as of August 31, 2008. As such, management believes general and administrative expenses will drop significantly in the upcoming fiscal year. Our increase in general and administrative expenses for the year ended August 31, 2008, was attributable to costs associated with establishing, building, and supporting our infrastructure and included various consulting costs, legal and accounting fees, compensation paid as result of our recent financing, overhead, realized stock compensation, stock option expenses and salaries. We anticipate that these costs may continue to slightly rise as we continue to expand our operations. However, we believe that we now have the necessary general and administrative staff in place to handle an expansion of up 30 million scallop crops and beyond.

~~Common stock issued for services.~~ During the year ended August 31, 2008, we had stock compensation expense of approximately $91,000. The expense was for outside seafood sale and distribution consultants who we hired to help develop new sales and marketing programs. During the year ended August 31, 2007, we had stock compensation expense of approximately $62,000. The expense was also for outside seafood sale and distribution consultants who we hired to help develop new sales and marketing programs. As such, we incurred a stock compensation expense of approximately $62,000 for year ended August 31, 2007.

~~Other income (expense), net.~~ Interest expense for the year ended August 31, 2008 was approximately $11,000. Interest expense for the year ending August 31, 2007 was approximately $16,000. Other expense for the year ended August 31, 2008 was approximately $6,000 as opposed to other income of approximately $167,000 for the year ending August 31, 2007. The other income for the year ended August 31, 2007 was mainly the result of a one time gain of approximately $122,000 related to the forgiveness of a third-party debt in 2007. For the year ended August 31, 2007, we recognized a one-time gain of approximately $5,827,000 which was related to the change in fair value of warrants issued to 10 institutional and accredited investors in conjunction with preferred stock on April 12, May 30, June 30, July 11 and January 16, 2007. As a result of the reclassifying these warrant liabilities on February 21, 2007, no such gain or loss was recorded for the year ended August 31, 2008.

~~Net profit (loss).~~ ~~As a result of the above, the net loss for the year ended August 31, 2008, was approximately $4,575,000 as compared to a net income of approximately $3,538,000 for the year ended August 31, 2007.~~

~~Revenues.~~ Revenues for the three months ended February 28, 2009, were approximately $433,000. We had revenues of approximately $366,000 for the three months ended February 29, 2008. This is an increase of approximately $67,000 or 18%. If not for the recent improvement of the US dollar relative to the Canadian dollar for the three months ended February 28, 2009 (as compared to the same period in 2008), our overall sales increase would have been greater. In fact, sales in absolute Canadian dollars improved by 47% over the three month period. Revenues for the six months ended February 28, 2009, were approximately $1,010,000. We had revenues of approximately $795,000 for the six months ended February 29, 2008. This is an increase of approximately $215,000 or 27%. If not for the recent improvement of the US dollar relative to the Canadian dollar for the six months ended February 28, 2009 (as compared to the same period in 2008), our overall sales increase would have been greater. In fact, sales in absolute Canadian dollars improved by 50% over the six month period. Although our overall volume of scallops sales increased over the previous six month period, our average price per scallop slightly decreased from the previous periods. As a result, revenue generated by scallops sales increased slightly from the previous period. In the first six months of our 2009 fiscal year, management also continued to place a greater emphasis on equipment sales to other aquaculture companies and continued their efforts to increase revenues generated from both scallop and shellfish seed sales. This resulted in increased seed sales and new equipment sales as compared to the previous fiscal year. In fact, the majority of increased revenue was directly related to increase seed and equipment sales. As was the case in the previous six month period, management continued its emphasis on the development and production of larger scallop crops. Management believes that our emphasis on expansion of future crops coupled with our new sales agreements will yield increased revenues in our 2009 fiscal year and beyond.

~~Gross loss.~~ Gross loss for the three months ended February 28, 2009 was approximately $296,000, an increase of approximately $168,000 as compared to gross loss of roughly $128,000, for the three months ended February 29, 2008. For the six months ended February 28, 2009, gross loss was roughly $359,000. Gross loss for the six months ended February 29, 2008 was approximately $233,000. This is an increase of $126,000 or roughly 54%. The increase in gross loss for the three and six months ended February 28, 2009 (as compared to the same period in the previous year) was mainly attributable to increased cost of inventory and cost of scallop seed relative to the previous periods. The increase in the cost of inventory (per scallop) was the result of certain inventory downgrades related to mortality and survivability issues that we believe have been corrected in future classes. The increase in the cost of scallop seed inventory was the results of certain older inventory that as deemed too small for processing and was therefore sold as seed. In addition, as of February 28, 2009, management performed an undiscounted cash flow analysis to determine that impairment of $75,000 existed in carrying value our 2006 scallop year class inventory. As such, the impairment of $75,000 was charged against operations for the three and six ending February 28, 2009. This increase in gross losses reversed the one-time reduction of gross loss that we experience for the previous quarter. Despite this increase in gross loss for the three and six months ended February 28, 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 an increased emphasis on seed sales. Additionally, Management believes that we have addressed issues that resulted in higher cost of inventory and seed costs. Management believes that in the future our sales will continue to increase while costs of goods will only increase slightly. As a result, we expect our margins to improve in future years. In the future, as we capitalize on our new sales agreements, we expect our sales to increase more rapidly and for these costs and margins to quickly improve. We continued to focus resources on maintaining, developing and tending to our scallop crops and shellfish seed and believe that we have already seen the initial benefits in increased sales of our own scallops and increased seed sales and that we will continue to see additional benefits from our efforts in developing larger crops and expanding our seed sales in the 2009 fiscal year and beyond.

~~General and administrative.~~ General and administrative expenses for the three months ended February 28, 2009, were approximately $338,000. Our general and administrative expenses were approximately $761,000 for the three months ended February 29, 2008. This is a decrease of approximately $423,000 or 56%. This decrease was directly attributable to a reduction in stock option expense of roughly $510,000 as compared to the third months ended February 29, 2008. For the six months ended February 28, 2009, our general and administrative expenses were roughly $526,000. As compared to roughly $1,485,000 for the six months ended February 29, 2008. This decrease of approximately $959,000 was mainly the result of a reduction of roughly $1,021,000 in stock option expense.

~~Stock compensation and stock option expense.~~ During the three and six months ended February 28, 2009, our Board of Directors did not authorize the issuance of any shares of our restricted common stock for compensation. As a result, we did not incur any stock compensation expense for the three and six months ended February 28, 2009. During the three and six months ended February 29 2008, we had stock compensation expense of approximately $12,000 and $50,000, respectively. We did however, issue 100,000 new options during the six months ended February 28, 2009. As a result, we have stock option expense of roughly $11,000 for the six months ended February 28, 2009. We did not issue any new options during the six months ended February 29, 2008. However, due to options issued to employees, consultants and directors during 2007 and based upon the common stock trading price at the times of issuance, vesting schedules and FASB rules, we incurred stock option compensation expenses of approximately $516,000 and $1,033,000 during the three and six months ended February 29, 2008, respectively.

~~Other income (expense), net.~~ Interest expense for the three months ended February 28, 2009, was approximately $12,000. Interest income for the three months ended February 29, 2008, was approximately $3,000. Other expense for the three months ended February 28, 2009, was nil as opposed to other expense of approximately $36,000 for the three months ended February 29, 2008.

~~Net profit (loss).~~ As a result of the above, the net loss for three months ended February 28, 2009 was approximately $729,000 as compared to a net loss of approximately $1,015,000 for the three months ended February 29, 2008. Net loss for six months ended February 28, 2009 was approximately $1,076,000 as compared to a net loss of approximately $1,871,000 for the six months ended February 29, 2008.

~~Liquidity and Cash Resources.~~ At February 28, 2009, we had a cash balance of approximately $94,000. During the year ending August 31, 2007, we completed one private equity financing and had investors exercise various warrants that resulted in net proceeds of approximately $3,075,000. During the year ending August 31, 2006, we relied on four private equity financings that resulted in net proceeds of approximately $5,140,000. Prior to the completion of our initial Preferred Stock Financing, our initial expansion had been largely funded by a short term note with a maximum limit of approximately $1,451,000. This short term note was repaid with proceeds from the 2006 preferred stock financings and is no longer available to us. These 2006 and 2007 financings formerly contained warrants, which if fully exercised, could have raised approximately an additional $49,350,000. To date, the exercise of these warrants resulted in net proceeds of roughly $1,200,000; however, the financing we completed in June 2008, resulted in a warrant exchange that eliminated most of the remaining warrants from the 2006 and 2007 financings. We have suffered operating losses since inception in our efforts to establish and execute our business strategy. After the completion of the June 2008 financing, management believed that we had adequate funds to maintain our business operations into our 2009 fiscal year and/or until we become cash flow positive, but we continue to suffer operational losses in our 2009 fiscal year. Until our operations are able to demonstrate and maintain positive cash flows, we may require additional working capital to fund our ongoing operations and execute our business strategy of expanding our operations. In fact, based on our current estimates of future sales and capital costs of expanding our farms in order to increase future crop yields, we will require additional financings to continue expanding our operations. Based on these factors, there is substantial doubt about our ability to continue as a going concern. Management plans to address this situation by utilizing our new sales agreements, improved processing plant, recent harvesting and sorting experience and increasing scallop and shellfish seed sales to increase our revenues and begin achieving cash flow positive operations. In addition, Management believes that opportunities exist with other aquaculture companies, equipment vendors, seafood distributors and/or First Nations groups that could result in possible partnerships, joint ventures and/or acquisitions that could result in significantly improved cash flows. To date, we have been unable to achieve positive cash flows.

Our marketing and distribution strategy for Island Scallops is focused on developing and maintaining long-term relationships with distribution channel members. Island Scallops also strives to differentiate its products to achieve consistent supply and quality. Island Scallops believes the scallop market effectively functions as a commodity market and therefore, relationships with distributors are important. To develop these relationships, Island Scallops has identified key purchasing criteria for the distributors: price, quality and consistent farmed supply. In the short term, Island Scallops intends to adopt a pricing policy equal to the market wholesale prices. In other words, we do not intend to set any promotional or premium prices for either the whole or shucked product, but instead intend to sell our products at the market rate. This would mean Island Scallops’ products would compete on other factors, such as supply and consistent quality.

Over the long term, for the reasons noted below, Island Scallops wants to differentiate its products so that it can command premium prices. Freshness is an important factor for scallops since whole scallops only have a shelf life of approximately 7 days while shucked scallops remain fresh for up to 20 days. Due to this short shelf life, distributors try to offer the freshest products. Island Scallops believes it is in a favorable position to supply fresh products to United States brokers/distributors, especially those located on the west coast where demand for the product is strong. Currently, these brokers/distributors are supplied for the most part with east coast North American scallops, which have several transportation-related delivery delays that decrease freshness.

Supply is another key factor where Island Scallops has a distinct advantage. Based on our planned increase in scallop production, we believe that Island Scallops will have a large quantity of scallops for sale. Therefore, a distributor would not have to deal with numerous suppliers, which costs additional time and money. This makes Island Scallops an attractive source for scallops, since we believe that we will be able to satisfy the demand of distributors, which will save them time and money.

Island Scallops has also developed a unique live holding system for use with our distribution model. This system allows Island Scallops to deliver live product directly to seafood suppliers and individual restaurants.

Island Scallops currently focuses exclusively on aquaculture products and is not involved in wild fisheries. All seafood products are produced in private hatcheries and grown on ocean farm sites. Currently, the Qualicum Beach Scallop is the only product that Island Scallops produces, grows, processes and markets. Island Scallops has, however, produced a variety of other shellfish species including the Pacific oyster, European flat oyster, Manila clam, eastern blue mussel, Mediterranean mussel, rock scallop, geoduck clam and sea urchin, which in the past we have sold to third party shellfish farmers. Additionally, our hatchery has produced and is capable of producing a variety of shellfish seed (for grow-out and sale by our companies) including mussel, oysters and geoduck as well as scallop seed.

Island Scallops has been a leader in marine hatchery technology for the past 17 years. Island Scallops has developed proprietary hatchery techniques for a number of marine species, most notably the hybridizing of the Qualicum Beach Scallop and becoming the first company to produce commercial quantities of sablefish juveniles. Both of these breakthroughs have required many years of research and considerable investment. In the case of sablefish, which is a cold-water fish that spawns at depths of 800 - 2400 ft, a variety of techniques were required to successfully mature, spawn, incubate and rear the larvae. In addition, there were technical difficulties associated with egg and yolk sac incubation (as well as larvae rearing and weaning) that were resolved using proprietary technology developed at Island Scallops. We intend to begin significant further commercialization of sablefish in the next two to three years, provided we are able to finance the expansion of this product which we estimate will require at least $5.0 million of capital.

Island Scallops’ main product is the "Qualicum Beach Scallop", which is a hybrid of the imported Japanese scallop and the local weathervane scallop. Between 1993 and 1999, Island Scallops developed this new scallop using Japanese scallops that were imported under quarantine in the early 1990’s. This unique scallop is marketed as the Qualicum Beach scallop and is the largest scallop in the world, reaching sizes of 15 cm and 500 grams. The scallop species farmed by Island Scallops has a proven record of being disease resistant, with a 95% survival rate during the grow-out phase. We have the necessary farming infrastructure to produce up to 15 million scallops annually and, with an additional capital investment of approximately $1.0 million we could increase our annual harvest capacity to 30 million scallops in the near future. We hope to fund this expansion via either increasing cash flow or additional equity or debt financings. If we are unable to locate financing or develop positive cash flow, we will not be able to continue to expand our production capabilities.

~~Sablefish~~ ~~(Anoplopoma fimbria)~~, often called blackcod although not a member of the cod family, is an elongate fish with two dorsal fins and an anal fin similar to and opposite the second dorsal fin. Adults are black or greenish gray; usually with slightly paler blotches or chainlike pattern on the upper back. At 30-61 cm in size they are often greenish with faint stripes on the back.

Sablefish inhabit shelf and slope waters in depths of greater than 1,500 meters, from Baja California to the Aleutian Islands and the Bering Sea. The larger populations of sablefish are centered in northern British Columbia and the Gulf of Alaska. Adults favor mud bottoms and feed on benthic invertebrates, squid and numerous fish species. In turn, they are prey for halibut, lingcod, hagfishes and marine mammals such as sea lions. In addition, killer whales have been known to take sablefish from long line gear as it is being retrieved.

Sablefish spawn from January to March along the continental shelf at depths of 250 to 750 meters. Fecundity ranges from 60,000-200,000 eggs up to one million eggs for a 102-cm fish. Larval sablefish are found in surface waters over the shelf and slope in April and May. Juveniles are highly migratory with significant movement from nursery areas in northern B.C. to the Gulf of Alaska and the Bering Sea. Sablefish move to deeper waters as they mature. Growth is rapid with sizes at maturity reaching 52-61 cm for five-year-old males and 58-71 cm for five-to-seven year old females. Sablefish growth appears to be rapid for the first three-to-five years and slow asymptotically thereafter. Annual natural mortality of adults has been estimated to be about 10 percent.

Over the past nine years, Island Scallops has also developed proprietary hatchery technology for the production of sablefish juveniles. We believe that sablefish will be the next species, after salmon, for successful large-scale commercial farming. Sablefish, which is a premium-quality whitefish with a delicate texture and moderate flavor, is an ideal substitute for Chilean sea bass (currently over-fished in all oceans). To date, Island Scallops has marketed a limited number of live sablefish into the Vancouver market. Initial response was excellent for a small 1-kilogram live sablefish (~$11/kg). If we are able to locate suitable funding and/or partners, Island Scallops will be able to capitalize on our breakthrough sablefish hatchery technology by constructing a new sablefish hatchery consisting of the following:

As part of this expansion, we also intend to construct a new onshore tank farm consisting of large and small ponds and tanks complete with associated recirculation systems. This onshore facility will be used to augment the juvenile rearing area and will house and grow juvenile fish.

In the past Island Scallops has sold a variety of shellfish larvae and seed to both international and local customers. Sales included two species of mussels, manila clams, geoduck clams, oysters, abalone and sea urchins. Island Scallops has established suppliers of aquaculture equipment in Japan and China and supplies nets, ropes, floats, and processing equipment into the British Columbia industry. Currently, Island Scallops is focused mainly on expanding its scallop sales. However, the Company is also looking to develop increasing shellfish larvae and seed sales and equipment sales in the near future. In addition, we will continue to investigate funding sources and/or partners for the development of our sablefish operation with a goal of further commercialization of sablefish in two to four years.

Island Scallops is in the farmed seafood business. The main concentration of marine farming in British Columbia has traditionally been in the salmon sector. The salmon farming business has developed into a mature industry dominated by Norwegian farmers. The rest of the British Columbia marine farming sector is in the shellfish industry, mainly in oysters and Manila clams and more recently mussels. This sector is rapidly expanding and it accounted for approximately US$16 million in British Columbia in 2002, according to the British Columbia Shellfish Growers Association website. Given Island Scallops’ expertise and significant research and development experience, we believe that there is little or no direct competition in the production of farmed scallops.

There are no significant direct competitors in the scallop farming business in British Columbia. The United States will not allow farming this species in their waters, as this species has yet to be introduced. Although scallop farming is a very significant industry in Japan and China, only frozen shucked scallops are currently sold into North America from these countries. Recent examination by the United States and Canadian Food Inspection authorities of the growing waters in China resulted in reduced exporting due to high levels of pollution.

Island Scallops is the only hatchery, outside of China, that has successfully produced the Japanese scallop, and the only company that has successfully, hybridized the weathervane and the Japanese scallop. Island Scallops is uniquely positioned as the sole producer of live Qualicum Beach Scallop s in North America. There currently are no other hatcheries in North America that we are aware of that are capable of producing this unique breed. Although a large commercial scallop fishery exists on the east coast of North America, the majority of the scallops are shucked at sea with only limited quantities sold live. These scallops are sold as "Digby” or “Sea” scallops. A number of companies have attempted to grow the bay scallop and the sea scallop on the east coast, but these companies have only achieved limited success.

The primary British Columbia participants in scallop farming are Island Scallops joint venture farmers or independent scallop farmers, which receive their supply of seed scallops solely from Island Scallops. These farmers tend to be chronically underfinanced and production from these growers usually totals less than 1,000,000 scallops per year. Island Scallops is uniquely positioned to rapidly expand these farms (up to six farms) under an exclusive farming and marketing contract.

Due to its large size and small count per pound, the sea scallop is the prime competitor in the United States market. The fishery for this scallop is located primarily on the North American east coast, in particular Georges Bank off New England and the Maritime provinces. This is a limited opportunity fishery, with actual fishing time being dictated by sea and other environmental conditions.

Island Scallops is currently only one of three hatcheries to produce quantities of juvenile sablefish. These fish were sold to five commercial salmon farming facilities and the fish have been marketed successfully. Little demand for a new species has materialized. Although hatcheries have been constructed in British Columbia, the farming of sablefish is still in its infancy and only limited production has occurred. This limited production is not a matter of biological barriers but rather a lack of interest by the major producers to venture into a new marine species.

Due to changes in Canadian Federal Government’s Research and Development tax credits (SRED) program, which prevents any part of the research to be combined with commercial production, no Research and Development claims were made in fiscal and 2008. Research did continue on the genetic selection of superior strains of scallops, as did developments in the culture process for both marine algae and developments in re-circulation systems by a separate company called RKS Laboratories Ltd., which has no commercial production and whose primary goal is the genetic improvement in breeds of the Qualicum Beach Scallops and other marine species. We believe that this will allow the continued support from the SRED program.

There are a limited number of regulations that restrict the fishing, distributing or purchase of scallops in Canada and the United States. Therefore, the country of origin makes little difference for the pricing or demand of scallops.

A limitation to market supply is paralytic shellfish poisoning (PSP) or "red tide". PSP is a toxin generated by plankton (scallops' food) at particular times of the year. The toxin is passed to the scallop when plankton is digested, but the toxin does not harm the shellfish. However, the shellfish containing the toxin can be harmful to humans who consume it. Although only a limited number of human deaths caused by red-tide poisoning have been reported, the public announcement of red tide has a devastating effect on most shellfish sales. The exception is scallop meat, because the adductor muscle of the scallop does not concentrate the toxin; shucked scallops are safe to eat at any time of the year. Nevertheless, public perception could still influence demand over short periods of time. To monitor for PSP, the federal Fisheries Inspection Branch constantly monitors samples of shellfish production and wild shellfish populations.

Our planned tenure expansions will require that we undergo an environmental screening from Transports Canada pursuant to Canadian Environmental Assessment Act, which includes a review of factors such as the environmental effects of the planned expansions, including the environmental effects of malfunctions or accidents that may occur in connection with the planned expansions and any cumulative environmental effects that are likely to result from such planned expansions; the significance of such environmental effects and any comments from the public that are received in accordance with the CEA Act and applicable regulations; and measures that are technically and economically feasible and that would mitigate any significant adverse environmental effects of the planned expansions.

~~Our Deep Bay and Hindo Creek tenures have received final CEA Act approval, which lasts for twenty years and which allows us to expand these 2 tenures.~~ An amended tenure agreement has been signed with the government of BC to expand the Denman Island site. In April 2008, we got approval to convert the method of farming at the Nile Creek (formerly called the Bowser Tenure) tenure from bottom to off-bottom culture in one-third of the tenure area, but we need to complete that construction before we can take full advantage of the conversion~~. Please see our risk factor,~~ ~~If we are unable to expand our tenures, our projected production may be delayed.~~

As of August 31, 2004, one of the two purchasers had claimed that Island Scallops owed it amounts totaling $88,925. Since it is our position that the purchasers breached their agreements with Island Scallops, we have no intention of seeking a settlement of this matter at this time. We are unaware of any formal proceedings that may have been commenced by either of these two purchasers in regard to any claims that they may have.

~~Other than as set forth herein, we are not a party to any material legal proceeding and to our knowledge, no such proceeding is currently contemplated or pending.~~

For the fiscal year ended August 31, 2008, our U.S. corporate office was located at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20878. This space was provided on a rent free basis by one of our shareholders.

Island Scallops’ main office and hatcheries are located on the east side of Vancouver Island in the town of Qualicum Bay at 5552 West Island Highway, Qualicum Beach, British Columbia, Canada V9K 2C8. The shellfish hatchery and processing facilities are housed in a 930 square meter building. A 300 square meter sablefish hatchery is also located at this site. Corporate scallop farms are situated along the east and west coasts of Vancouver Island. These facilities represent the largest private marine research hatchery and the first fully integrated shellfish producer in Canada.

Island Scallops has a total of five farm sites for scallops. These sites are held as "tenures" with the British Columbia government, which grants rights to use offshore waters to cultivate shellfish. Three of these scallop farms are located in Baynes Sound, 25 minutes north of the main facility. These farms sites total approximately 200 acres and can currently accommodate more than 8 million scallops. Approximately 30% of the farm area is currently being farmed. As part of our expansion plans, we are currently adding additional main lines and plan to increase our capacity at these tenures to more than 24 million scallops in the near future. An additional bottom tenure of 926 acres is located 10 minutes north of the main facility (at Bowser) and is capable of producing at least 30 million scallops annually. The final farm site on the west coast of Vancouver Island near Tofino is capable of producing at least three million scallops, although that site is currently under-developed. Baynes Sound, the marine waterway situated between eastern Vancouver Island and the western shore of Denman Island, is considered the most productive and highly utilized shellfish growing area in coastal British Columbia. The area supports extensive beach culture (manila clams and oysters) as well as deepwater culture that produces oysters, scallops and some mussels.

The three Baynes Sound tenures ( Hindoo Creek and Deep Bay) and the Tofino tenure offer unique features, which will add additional value to these properties. These include the split of tenures between east and west shores of Baynes Sound as well as the east and west coast of Vancouver Island, allowing continual accessibility to shellfish despite managed closures (harvest restrictions) due to incidental water quality or Paralytic Shellfish Poisoning (PSP or red tide). The seasonal closures caused by short-term bacteriological contamination related to rainfall and upland bacterial sources, are limited to the western shore of the Baynes Sound and thus to only two of the three tenures retained by Island Scallops. The result of having operating tenures on both sides of the Baynes Sound ensures that product can be continually harvested despite closures that may occur within this management area. The expanded tenures should easily accommodate our increasing scallop harvest in 2009 and beyond. At their current size and with the introduction of sufficient main lines, our tenures have the capacity to accommodate approximately 13-15 million scallops without any increase in their footprints.

Expansion of our Deep Bay and Hindo Creek has been approved and such approval does not need to be renewed for twenty years. An amended tenure agreement has been signed with the government of BC to expand the Denman Island site. In April 2008, we got approval to convert the method of farming at the Nile Creek tenure from bottom to off-bottom culture in one-third of the tenure area; once the conversion is complete, we believe we will be able to accommodate approximately 20 million scallops.

Island Scallops’ location is a distinct advantage for producing marine species. The waters off British Columbia are pristine and unspoiled by large populations or major industries. The close proximity to major western cities allows us to effectively put our products into the hands of the consumer within 24 hours.

The source of our raw material comes from our own hatchery brood stock. In the case of the Qualicum Beach Scallop , we have been selectively breeding this species for superior growth and survival for the past 15 years. The breeding program has produced a vigorous, rapid growing, disease resistant scallop with exceptional meat yield. In the case of sablefish we have been selecting fast growing fish for the past 5 years, these display a high degree of domestication. The spawning season has been extended for both of these species allowing for juvenile production almost year round. This ability to hold seed stock and select superior strains gives Island Scallops an advantage in the industry. It also allows Island Scallops to tailor its production to varying seasonal and market demands.

The following table and text set forth the names and ages of all directors and executive officers as of May 8 , 2009. The Board of Directors is comprised of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Dr. Kristina Miller, our Chief Scientific Advisor is the wife of Robert Saunders, our Chairman, CEO and President; otherwise, there are no family relationships among our directors and executive officers. Also provided herein are brief descriptions of the business experience of each director, executive officer and advisor during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

~~Name~~	~~Age~~	~~Position~~
~~Robert Saunders~~	55	~~Chairman,CEO and President, Director~~
~~Douglas C.MacLellan~~	53	~~Vice Chairman~~
~~Mark H. Elenowitz~~	39	~~Director~~
~~Javier Idrovo~~	41	~~Director~~
~~Michael Boswell~~	39	~~Director, Acting Principal Accounting and Principal Financial Officer and Acting Chief Financial Officer~~
~~Darryl Horton~~	58	~~Director~~
~~Victor Bolton~~	54	~~Director~~

~~Robert Saunders, Chairman, CEO and President and Director.~~ Mr. Saunders has directed all research and development efforts at Island Scallops since its establishment. After studying for his B.Sc. at the University of British Columbia in the early 1970's, Mr. Saunders has worked exclusively in the aquaculture research and development field. His efforts have primarily involved designing and implementing innovative culture technology and methods for new aquaculture species in British Columbia. Mr. Saunders has direct experience with managing projects similar to the type proposed, such as developing the hatchery technology for producing the Japanese scallop and the development of sablefish aquaculture.

~~Douglas C. MacLellan,Vice-Chairman.~~ Since May 1992, Mr. MacLellan has been President and Chief Executive Officer of the MacLellan Group, Inc., a privately held business incubator and financial advisory firm. Mr. MacLellan is currently ~~Chief Executive Officer and Executive Chairman~~ ~~of AMDL, Inc. (AMEX: ADL), a publicly held biotechnology firm.~~ ~~He was previously a member of the board of directors and chairman of the audit committee of ADML, Inc.~~ From 2002 until September 2005, Mr. MacLellan was Vice Chairman and a Director of AXM Pharma, Inc. (NYSE AMEX; AXJ). From March 1998 through October 2000, Mr. MacLellan was the co-founder and a significant shareholder of Wireless Electronique, Ltd., a China-based telecommunications company having joint venture operations with China Unicom (NASDAQ: CHU) in Yunnan, Inner Mongolia and Ningxia provinces. He is also a co-founder and, from May 1997 to January 2008, was a director of Datalex Corporation, a Canadian-based legacy software solution provider. From November 1996 to March 1998, Mr. MacLellan was co-Chairman and an Investment Committee member of the Strategic East European Fund. From November 1995 to March 1998, Mr. MacLellan was President, Chief Executive Officer and a Director of PortaCom Wireless, Inc., a company engaged as a developer and operator of cellular and wireless telecommunications ventures in selected developing world markets. Mr. MacLellan is a former member of the board of directors and co-founder of FirstCom Corporation (NASDAQ: FCLX), an international telecommunications company that operates a competitive access fiber and satellite network in Latin America, which became AT&T Latin America (NASDAQ: ATTL) in August 2000. During 1996, he was also the Vice-Chairman of Asia American Telecommunications (now Metromedia China Corporation), a majority-owned subsidiary of Metromedia International Group, Inc. (AMEX: MMG). Mr. MacLellan was educated at the University of Southern California in economics and finance, with advanced training in classical economic theory.

~~Mark H. Elenowitz,Director.~~ Mr. Elenowitz is a co-founder and managing director of TriPoint Capital Advisors, LLC. Mr. Elenowitz is responsible for the overall corporate development of the firm and assisting their clients with high-level financial services and general business development. In this role he provides high level advice regarding corporate finance, corporate structure, SOX 404 compliance, employee option programs and capital market navigation including providing advice as a member of the board of directors. Mr. Elenowitz integrates a strong, successful entrepreneurial background with extensive financial services and capital markets experience. Mr. Elenowitz has assisted in numerous companies in a “soup-to-nuts” process of preparing a company for the public markets, bringing them public and advising on an ongoing basis via board seats and executive positions to oversee further rounds of financing, strategic acquisitions and a broader investor market via a listing on “higher” securities exchange or market. Mr. Elenowitz is also currently a director of Global Growth Acquisition Corp. 1, a Cayman Islands corporation. From December 2002 to September 2005, Mr. Elenowitz was a board member of AXM Pharma formerly (AMEX: AXJ) He was also the senior managing director of Investor Communications Company, LLC (ICC), a national investor relations firm he founded in 1996. Through ICC, Mr. Elenowitz has developed ongoing relationships with other investment banking firms, market makers, and analysts. Mr. Elenowitz has worked with over 50 publicly traded companies providing the above mentioned financial consulting and strategic planning services. Mr. Elenowitz holds the Series 24, 82 and 63 licenses and is also CEO of TriPoint Global Equities, LLC, a FINRA member firm. Mr. Elenowitz is the recipient of several entrepreneurial awards and has been profiled in BusinessWeek and CNBC, as well as several other publications. He is a graduate of the University of Maryland School of Business and Management, with a Bachelor of Science in Finance.

~~Javier Idrovo, Director.~~ Currently, Mr. Idrovo works as the Senior Vice President of Strategy and Business Development for The Hershey Company. Mr. Idrovo has been involved in the food industry since 2001 when he joined Dole Food Company, Inc. as Vice President of Strategy. In 2004, Mr. Idrovo was promoted to Senior Vice President of Strategy. In 2005, he became Vice President and CFO of Dole Packaged Foods, one of the operating divisions of Dole Food Company. In 2006, he was promoted to President of Dole Packaged Foods and held that title until March 2008. Prior to joining Dole, Mr. Idrovo worked as a management consultant for The Boston Consulting Group, Inc. holding positions of increasing responsibility from Associate Consultant to Manager. As a consultant, Mr. Idrovo worked for clients on projects that focused on strategy issues as well as organizational effectiveness issues across a number of industries including, but not limited to, Telecommunications, Retailing, Manufacturing, and Financial Services. He received a Bachelor of Science degree in 1989 and a Master of Engineering degree in 1990 both from Harvey Mudd College. Mr. Idrovo also received a Master of Business Administration degree from Harvard Business School in 1995.

~~Michael Boswell,Director, Acting Chief Financial Officer and Acting Principal Accounting and Principal Financial Officer.~~ Mr. Boswell is a co-founder and member in TriPoint Capital Advisors, LLC, a boutique merchant bank focused on small and mid-sized growth companies and a co founder of the TriPoint family of companies. Mr. Boswell provides high-level financial services to start-up businesses and small to mid-sized companies. Mr. Boswell is currently a member of the board of directors and chairman of the audit committee of AMDL, Inc. (NYSE AMEX: ADL), a publicly held biotechnology firm. Mr. Boswell is also currently a director of Global Growth Acquisition Corp. 1, a Cayman Islands corporation. Mr. Boswell holds the Series 24, 82 and 63 licenses and is also Managing Director and Chief Compliance Officer of TriPoint Global Equities, LLC, a FINRA member firm. Prior to the founding of TriPoint, Mr. Boswell had a number of executive positions focusing on business development and management consulting. Mr. Boswell also spent eight years as a senior analyst and/or senior engineer for various branches of the United States Government. He earned a MBA from John Hopkins University and a BS degree in Mechanical Engineering from University of Maryland.

~~Darryl Horton, Director.~~ Mr. Horton has been a businessman successfully involved in numerous construction and development projects for the past 35 years. He is the President, Manager and a Partner of Abbotsford Development Corporation and is currently managing a development project in Abbotsford, British Columbia called Eagle Mountain. Eagle Mountain is an upscale, master planned community of single family homes, town homes and commercial properties covering approximately 60 acres that is expected to be valued, upon completion, in excess of 200 million dollars. Prior to Eagle Mountain, Mr. Horton managed, owned and marketed numerous other residential and commercial projects including the construction of a 30 million dollar multi-function residential Intermediate Care Facility in LaJolla California. For 15 years Mr. Horton was a partner in a general contracting company that did various contracts with an average volume of about 25 million per year. In the 1970’s, Mr. Horton was the Vice president of Community Builders, the largest single family developer in British Columbia. Mr. Horton is also the director of several other building and development companies in British Columbia.

~~Victor Bolton, Director.~~ Mr. Bolton founded a Mechanical contracting firm after graduating from college and evolved that firm into all aspects of the construction industry including building and raw land developing as well as extensive property management. Retiring from this business in 2000, Mr. Bolton now focuses time and energy towards the food manufacturing field.

~~Bruce Evans, Farm Manager.~~ Mr. Bruce Evans has been involved in shellfish production since 1985. He successfully established an oyster business, employing methods of long-line and beach culture production. That business is still in operation today, producing 7,000 gals of shucked oysters annually and employing 3 full time people and 4 part time people. He moved to Island Scallops in 1989. Mr. Evans was responsible for securing the leases from the Provincial government for this scallop grow-out project. He built the established long-line systems that currently produce scallops for Island Scallops. Mr. Evans worked with a Japanese scallop farmer for two years in B.C. and spent a month working on highly acclaimed scallop farms in Japan. Mr. Evans has BS in Marine Biology from the University of Victoria.

~~Dr. Kristina M. Miller, Chief Scientific Advisor.~~ Dr. Miller is currently Head of the Molecular Genetics Section in the Pacific Region for the Department of Fisheries and Oceans, Canada (DFO). She has been a research scientist at DFO since obtaining her PhD in Biological Sciences from Stanford University in 1992. The Molecular Genetics section she oversees contains a staff of 26, including scientists, biologists, computer analysts and research technicians. Dr. Miller conducts research on the genetic composition, adaptation, immunity and physiology of wild and domesticated fish and shellfish species using both molecular and genomic approaches. She has been a leader in the development of molecular technologies to aid in the conservation and management of aquatic resources. In the past 10 years, she has published over 40 scientific peer-reviewed journal manuscripts, and her group has been the focus of numerous magazine and newspaper articles. Dr. Miller brings a strong scientific component to the management of Ocean Smart, and she will serve as Chief Scientific Advisor. In addition to her PhD, Dr. Miller received a BSc in Zoology from University of California, Davis in 1983, an MSc in Biology from University of British Columbia in 1986. Dr. Miller is Robert Saunders, our Chairman, CEO and President’s wife.

Douglas MacLellan is our Audit Committee Financial Expert, as that term is defined in Item 407 of Regulation S-B and the Board has determined that Mr. MacLellan is independent, as that term is defined in ~~Section 803 of the NYSE Amex Company Guide (formerly~~ the American Stock Exchange’s Listing Standards) and Section 10A(m)(3) of the Securities Exchange Act of 1934. Mr. MacLellan’s qualifications as an audit committee financial expert are described in his biography above.

The Board of Directors and holders of a majority of our outstanding securities acting by consent have adopted the Edgewater Foods International 2005 Equity Incentive Plan. The Equity Plan is intended to further the growth and financial success of Ocean Smart by providing additional incentives to directors, executives and selected employees of and consultants to Ocean Smart so that such participants may acquire or increase their proprietary interest in Ocean Smart. The term "Corporation" shall include any parent corporation or subsidiary corporation of Ocean Smart as those terms are defined in Section 424(e) and (f) of the Internal Revenue Code of 1986, as amended. Stock options granted under the Plan may be either "Incentive Stock Options", as defined in Code section 422 and any regulations promulgated under that Section, or "Nonstatutory Options" at the discretion of our Board of Directors and as reflected in the respective written stock option agreements granted pursuant to this Equity Plan. Stock Appreciation Rights, Restricted Stock, Restricted Stock Unit, Performance Awards, Dividend Equivalents, or Other Stock-Based Awards may also be granted under the Equity Plan. The Board believes that the Equity Plan will maintain the flexibility that Ocean Smart needs to keep pace with its competitors and effectively recruit, motivate, and retain the caliber of employees, directors and consultants essential for achievement of our success.

Individuals eligible to receive awards under the Equity Plan include officers, directors, employees of and consultants to Ocean Smart and its affiliates. The number of shares available under the Equity Plan shall be 5,000,000 shares of our common stock, as well as the following: As of January 1 of each year, commencing with the year 2006 and ending with the year 2008, the aggregate number of Shares available for granting Awards under the Equity Plan shall automatically increase by a number of Shares equal to the lesser of (x) 5% of the total number of Shares then outstanding or (y) 1,000,000. The Board may distribute those shares in whatever form of award they so choose within the Equity Plan’s guidelines. There are no restrictions on the amount of any one type of award that may be granted under the Equity Plan.

As of August 31, 2008, our Board of Directors had granted 2,992,000 options to employees, directors and consultants under the Equity Plan. As of August 31, 2008 400,000 of these options had been canceled and 2,592,000 were outstanding. As of August 31, 2008, there are 7 Directors, 1 executive officers, 1 consultant and approximately 26 employees other than executive officers, who are eligible to receive awards under the Equity Plan.

The Board may delegate a Committee to administer the Equity Plan. The Committee shall not consist of fewer than two members, each of whom is a member of the Board and all of whom are disinterested persons, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended and each of whom is an outside director for purposes of Section 162(m) of the Code, acting in accordance with the provisions of Section 3.

On April 18, 2007 our board of directors authorized the issuance of 190,000 options to purchase our common stock to 19 employees pursuant to the Equity Plan. The options vest on April 18, 2008. Each option is exercisable for a period of five years from the vesting date and has an exercise price of $1.25 respectively. On August 17, 2007, our board of directors authorized the issuance of 2,090,000 options to purchase our common stock to 19 of our directors, employees and consultants pursuant to the “Edgewater Foods International 2005 Equity Incentive Plan.” The options vest on August 17, 2008. Each option is exercisable for a period of five years from the vesting date and has an exercise price of $1.21. Otherwise, we do not have any definitive plans for granting further awards under the Equity Plan and no determination has been made as to the number of awards to be granted, or the number or identity of recipients of awards.

The Board may amend, alter, suspend, discontinue, or terminate the Equity Plan, including, without limitation, any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, without the consent of any share owner, Participant, other holder or beneficiary of an Award, or other Person. The Board may also waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively, without the consent of any Participant, other holder or beneficiary of an Award. Except as provided in the following sentence, the Board is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available ~~under the Equity Plan. In the case of any Award that is intended to qualify as performance-based compensation~~ for ~~purposes of Section 162(m) of the Code, the Board will not have authority to adjust the Award in any manner that would cause the Award to fail to meet the requirements of Section 162(m).~~

Options and Stock Appreciation Rights may be granted under the Equity Plan. The exercise price of options granted shall be determined by the Board or the Committee; provided, however, that such exercise price per Share under any Incentive Stock Option shall not be less than 100% (110% in the case of a "10-percent shareholder as such term is used in Section 422(c)(5) of the Code) of the Fair Market Value of a Share on the date of grant of such Incentive Stock Option. The Board or Committee shall fix the term of each Option, provided that no Incentive Stock Option shall have a term greater than 10 years (5 years in the case of a "10-percent shareholder” as such term is used in Section 422(c)(5) of the Code).

A Stock Appreciation Right granted under the Equity Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise or, if the Board or Committee shall so determine in the case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over (2) the grant price of the right as specified by the Board or Committee. Subject to the terms of the Plan, the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Board or the Committee. The Board and the Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

The current federal income tax consequences of grants under the Equity Plan are generally described below. This description of tax consequences is not a complete description, and is based on the Internal Revenue Code as presently in effect, which is subject to change, and is not intended to be a complete description of the federal income tax aspects of options and stock awards under the Equity Plan. Accordingly, the discussion does not deal with all federal income tax consequences that may be relevant to a particular recipient, or any foreign, state or local tax considerations. Accordingly, potential recipients are urged to consult their own tax advisors as to the specific federal, foreign, state and local tax consequences to them as a result of receiving an Award under the Equity Plan.

A recipient will not be subject to federal income tax upon the grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, the recipient will recognize ordinary compensation income indistribution, an amount equal to the ~~excess, if any,~~Liquidation Preference Amount which is the product of the ~~then fair market value~~stocks Stated Value of the shares acquired over the exercise price. We will generally be able to take a deduction with respect to this compensation income for federal income tax purposes. The recipient’s tax basis in the shares acquired will equal the exercise price$40.00 per share plus ~~the amount taxable as compensation~~120% before any payment or distribution of assets to the ~~recipient. Upon~~holders of Common Stock or any other Junior Stock.

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Convertible Debenture

On January 11, 2022, the Company entered into a ~~sale of~~Convertible Debenture, wherein the shares acquired upon exercise, any gain or loss is generally long-term or short-term capital gain or loss, depending on how long the shares are held. The required holding period for long-term capital gain is presently more than one year. The recipient’s holding period for shares acquired upon exercise will begin on the date of exercise.

A recipient who receives incentive stock options generally incurs no federal income tax liability at the time of grant or upon exercise of the options. However, the spread will be an item of tax preference, which may give riseCompany promised to alternative minimum tax liability at the time of exercise. If the recipient/optionee does not dispose of the shares before the date that is two years from the date of grant and one year from the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowable to us for federal income tax purposes in connection with the option. If, within two years of the date of grant or within one year from the date of exercise, the holder of shares acquired upon exercise of an incentive stock option disposes of the shares, the recipient/optionee will generally realize ordinary compensation income at the time of the disposition equal to the difference between the exercise price and the lesser of the fair market value of the stock on the date of exercise or the amount realized on the disposition. The amount realized upon such a disposition will generally be deductible by us for federal income tax purposes.

If a recipient receives an unrestricted stock award, he/she will recognize compensation income upon the grant of the stock award. If a recipient receives a restricted stock award, he/she normally will not recognize taxable income upon receipt of the stock award until the stock is transferable by the recipient or no longer subject to a substantial risk of forfeiture, whichever occurs earlier. When the stock is either transferable or no longer subject to a substantial risk of forfeiture, the recipient will recognize compensation income in an amount equal to the fair market value of the shares (less any amount paid for such shares) at that time. A recipient may, however, elect to recognize ordinary compensation income in the year the stock award is granted in an amount equal to the fair market value of the shares (less any amount paid for the shares) at that time, determined without regard to the restrictions. We will generally be entitled to a corresponding deduction at the same time, and in the same amount, as the recipient recognizes compensation income with respect to a stock award. Any gain or loss recognized by the recipient upon subsequent disposition of the shares will be capital gain or loss.

Section 162(m) of the Internal Revenue Code disallows a public company’s deductions for employee compensation exceeding $1,000,000 per year for the chief executive officer and the four other most highly compensated executive officers. Section 162(m) contains an exception for performance-based compensation that meets specific requirements. The Equity Plan is intended to permit all options to qualify as performance-based compensation at the Board of Directors or Committee’s discretion. If an Award is to qualify as such, it shall clearly state so in the award agreement.

~~We have the right to deduct any taxes required to be withheld with respect to grants under the Equity Plan. We may require that the participant~~ pay to usRonald and Monique DeJager the ~~amount~~principle of $20,000 together with interest of 8% per annum on or before January 11, 2024. The Debenture can be converted any required withholding. The Compensation Committee may permit the participant to elect to have withheld from the shares issuable to him or her with respect to an option or restricted stock the number of sharestime with a ~~value equal to the required tax withholding amount.~~

Victor Bolton
345-916 W. Broadway
Vancouver, BC V5Z 1K7
10,000 (9) 0.02%

Darryl Horton
33568 Eagle Mountain Drive
Abbortsford, BC V3G 2X7
10,000 (10) 0.02%

Vision Opportunity Master Fund, Ltd.
20 West 55th St., 5th Floor
New York, NY 10019
2,538,793 (11) 4.99%

All directors and officers as a group (8 persons) 14,546,000 28.33%

~~________________~~

~~(7)~~

Mr. Boswell and his wife jointly own Invision, LLC, which owns 38,000 shares of our voting stock. Additionally, Invision, LLC is a thirty percent (30%) member of TriPoint Capital Advisors, LLC, which owns 3,000,000 shares of our voting stock. Therefore, Mr. Boswell beneficially owns 938,000 shares of our voting stock.

~~(8)~~

In addition to his stock ownership, Mr. Boswell was granted 390,000 five-year nonqualified stock options on August 17, 2007 that vest on a 1/12 monthly basis over a twelve month period beginning on the grant date. The exercise price of the options is $1.21, which represents 110% of the closing price of our common stock on August 17, 2007. All of these options vested on August 17, 2008.

~~(9)~~

Mr. Bolton was granted 10,000 five-year nonqualified stock options on August 17, 2007 that vest on a 1/12 monthly basis over a twelve month period beginning on the grant date. The exercise price of the options is $1.21, which represents 110% of the closing price of our common stock on August 17, 2007. All of these options vested on August 17, 2008.

~~(10)~~

Mr. Horton was granted 10,000 five-year nonqualified stock options on August 17, 2007 that vest on a 1/12 monthly basis over a twelve month period beginning on the grant date. The exercise price of the options is $1.21, which represents 110% of the closing price of our common stock on August 17, 2007. All of these options vested on August 17, 2008.

~~(11)~~

Vision owns 2,204,296 shares of common stock, 5,238,333 shares of common stock issuable upon conversion of their Series A Convertible Preferred Stock, 1,495,740 shares of common stock issuable upon conversion of their Series B Convertible Preferred Stock, 747,870 shares of common stock issuable upon conversion of their Series C Convertible Preferred Stock, 12,714,650 shares of common stock issuable upon the conversion of their Series D Convertible Preferred Stock and 740,627 shares of common stock received as dividends. However, based upon the terms of the Preferred Stock, Vision may not convert such stock if on any date, it would be deemed the beneficial owner of more than 4.99% of the then outstanding shares of our common stock. However, Vision can elect to waive the cap upon 61 days notice to us, except that during the 61 day period prior to the expiration date of their warrants, they can waive the cap at any time, but a waiver during such period will not be effective until the expiration date of the warrant.

~~To the best of our knowledge, there are no arrangements that could cause a change in our control.~~

~~We are party to a consulting agreement with TriPoint Capital Advisors, LLC, a company in which Mark Elenowitz, a director~~share and one ~~of our significant shareholders, indirectly owns a 40% interest. Michael Boswell, our acting Chief Accounting Officer and~~warrant to purchase one of our directors, indirectly owns a 30% interest in TriPoint. Louis Taubman, our outside corporate and securities counsel also indirectly owns an interest (30%) in TriPoint. Our Board recently approved the Compensation Committee’s recommendation of a flat rate $15,000 per month fee, which shall be reduced to $7,500 per month until our cash flow position improves, for the legal services Louis Taubman provides us. The Board also approved the recommendation of a flat rate $15,000 per month fee, which shall be reduced to $7,000 per month until our cash flow position improves, for the financial advisory services and Acting CFO type services TriPoint and Michael Boswell, respectively, provide us. Additionally, our corporate offices in Gaithersburg, Maryland are currently provided by Tripoint Holdings, LLC, the parent company of Tripoint, at no cost to us.

Island Scallops, our wholly owned subsidiary, recently transferred 100% ownership of RKS Laboratories, Inc. to Robert Saunders, our Chairman, CEO and President. RKS is a Vancouver research and development that is working towards developing superior strains of scallops (developed by Island Scallops and known as the Qualicum Beach Scallop ) with beneficial traits such as higher meat yield and rapid growth. Island Scallops agreed to transfer its ownership of RKS in consideration for the grant to Island Scallops by RKS and Robert Saunders of a right of first refusal to commercialize any intellectual property developed by RKS. Island Scallops has the right to acquire or use any intellectual property from RKS at RKS’ cost, in perpetuity or until such time as RKS shall cease to exist. Between June 2006 and August 2008, Island Scallops agreed to loan RKS a total of approximately $114,000 under five non-interest bearing notes that are secured by all of RKS’ assets and are due at various dates between November 30, 2008 and August 31, 2009.

~~Our authorized capital consists of 100,000,000 shares of common stock, $.001 par value per share, and 10,000,000 shares of preferred stock, $.001 par value per share.~~ At May 8 , 2009, we had approximately 25,477,777 shares of our common stock, 7,773,998 shares of our Series A Preferred Stock, 207 shares of our Series B Preferred Stock, 747,870 shares of our Series C Preferred Stock and 304,558 shares of our Series D Preferred Stock issued and outstanding.

The holders of common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. The holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors, in its discretion, from funds legally available therefore. Upon liquidation or dissolution, the holders of our common stock are entitled to receive, pro rata, assets remaining available for distribution to stockholders. The common stock has no cumulative voting, preemptive or subscription rights and is not subject to any future calls. There are no conversion rights or redemption or sinking fund provisions applicable to the shares of common stock. All the outstanding shares of common stock are fully paid and nonassessable. There are no provisions in our Articles of Organization or Bylaws that would delay, defer or prevent a change in control.

Our Board of Directors will be authorized, without further action by the shareholders, to issue, from time to time, up to 10,000,000 shares of preferred stock in one or more classes or series. Similarly, our Board of Directors will be authorized to fix or alter the designations, powers, preferences, and the number of shares which constitute each such class or series of preferred stock. Such designations, powers or preferences may include, without limitation, dividend rights (and whether dividends are cumulative), conversion rights, if any, voting rights (including the number of votes, if any, per share), redemption rights (including sinking fund provisions, if any), and liquidation preferences of any unissued shares or wholly unissued series of preferred stock. As of the date of this filing, we have designated 8,000,000 shares of our authorized preferred stock as Series A Convertible Preferred Stock, 220 shares of our authorized preferred stock as Series B Convertible Preferred Stock, 1,000,000 shares of our authorized preferred stock as Series C Convertible Preferred Stock and 380,000 shares of our authorized preferred stock as Series D Convertible Preferred Stock.

~~Liquidation~~. In the event of the liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to receive, out of our assets available for distribution to its stockholders, an amount equal to $0.75 per share or the liquidation preference amount, of the Series A Preferred Stock plus any accrued and unpaid dividends before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. If our assets are not sufficient to pay in full the liquidation preference amount plus any accrued and unpaid dividends payable to the holders of outstanding shares of the Series A Preferred Stock and any series of preferred stock or any other class of stock ranking pari passu, as to rights on liquidation, dissolution or winding up, with the Series A Preferred Stock, then all of said assets will be distributed among the holders of the Series A Preferred Stock and the other classes of stock ranking pari passu with the Series A Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series A Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series A Preferred Stock. All payments pursuant thereto, shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series A Preferred Stock) or a combination thereof; ~~provided~~, ~~however~~, that no cash shall be paid to holders of junior stock unless each holder of the outstanding shares of Series A Preferred Stock has been paid in cash the full Liquidation Preference Amount plus any accrued and unpaid dividends to which such holder is entitled as provided herein. After payment of the full liquidation preference amount plus any accrued and unpaid dividends to which each holder is entitled, such holders of shares of Series A Preferred Stock will not be entitled to any further participation as such in any distribution of our assets.

~~Liquidation~~. In the event of the liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to receive, out of our assets available for distribution to its stockholders, an amount equal to $10,000 per share or the liquidation preference amount, of the Series B Preferred Stock plus any accrued and unpaid dividends before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. If our assets are not sufficient to pay in full the liquidation preference amount plus any accrued and unpaid dividends payable to the holders of outstanding shares of the Series B Preferred Stock and any series of preferred stock or any other class of stock ranking pari passu, as to rights on liquidation, dissolution or winding up, with the Series B Preferred Stock, then all of said assets will be distributed among the holders of the Series B Preferred Stock and the other classes of stock ranking pari passu with the Series B Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series B Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series B Preferred Stock. All payments pursuant thereto, shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series B Preferred Stock) or a combination thereof; ~~provided~~, ~~however~~, that no cash shall be paid to holders of junior stock unless each holder of the outstanding shares of Series B Preferred Stock has been paid in cash the full Liquidation Preference Amount plus any accrued and unpaid dividends to which such holder is entitled as provided herein. After payment of the full liquidation preference amount plus any accrued and unpaid dividends to which each holder is entitled, such holders of shares of Series B Preferred Stock will not be entitled to any further participation as such in any distribution of our assets.

~~Liquidation~~. In the event of the liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of shares of Series C Preferred Stock then outstanding shall be entitled to receive, out of our assets available for distribution to its stockholders, an amount equal to $1.20 per share or the liquidation preference amount, of the Series C Preferred Stock plus any accrued and unpaid dividends before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. If our assets are not sufficient to pay in full the liquidation preference amount plus any accrued and unpaid dividends payable to the holders of outstanding shares of the Series C Preferred Stock and any series of preferred stock or any other class of stock ranking pari passu, as to rights on liquidation, dissolution or winding up, with the Series C Preferred Stock, then all of said assets will be distributed among the holders of the Series C Preferred Stock and the other classes of stock ranking pari passu with the Series C Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series C Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series C Preferred Stock. All payments pursuant thereto, shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series C Preferred Stock) or a combination thereof; ~~provided~~, ~~however~~, that no cash shall be paid to holders of junior stock unless each holder of the outstanding shares of Series C Preferred Stock has been paid in cash the full Liquidation Preference Amount plus any accrued and unpaid dividends to which such holder is entitled as provided herein. After payment of the full liquidation preference amount plus any accrued and unpaid dividends to which each holder is entitled, such holders of shares of Series C Preferred Stock will not be entitled to any further participation as such in any distribution of our assets.

~~Liquidation~~. In the event of the liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, the holders of shares of Series D Preferred Stock then outstanding shall be entitled to receive, out of our assets available for distribution to its stockholders, an amount equal to the product of (A) the stated value ($40.00 per share) of the Series D Preferred Stock and (B) 120%, before any payment shall be made or any assets distributed to the holders of the Common Stock or any other junior stock. If our assets are not sufficient to pay in full the liquidation preference payable to the holders of outstanding shares of the Series D Preferred Stock and any series of preferred stock or any other class of stock ranking pari passu, as to rights on liquidation, dissolution or winding up, with the Series D Preferred Stock, then all of said assets will be distributed among the holders of the Series D Preferred Stock and the other classes of stock ranking pari passu with the Series D Preferred Stock, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The liquidation payment with respect to each outstanding fractional share of Series D Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment with respect to each outstanding share of Series D Preferred Stock. All payments pursuant thereto, shall be in cash, property (valued at its fair market value as determined by an independent appraiser reasonably acceptable to the holders of a majority of the Series D Preferred Stock) or a combination thereof; ~~provided~~, ~~however~~, that no cash shall be paid to holders of junior stock unless each holder of the outstanding shares of Series D Preferred Stock has been paid in cash the full Liquidation Preference Amount. After payment of the full liquidation preference amount to which each holder is entitled, such holders of shares of Series D Preferred Stock will not be entitled to any further participation as such in any distribution of our assets.

~~X = Y -~~ ~~(A)(Y)~~

It is the policy of our Board of Directors to retain our earnings for use in our day-to-day operations and expansion of our operations. We have not declared any dividends on our common stock, nor do we intend to declare any dividends in the foreseeable future. The description of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock above, describes the dividend policy associated with such stock.

In connection with the financings we closed in 2006 and 2007, we agreed to file a registration statement with the Securities and Exchange Commission to register for resale the shares of common stock issuable upon the conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, as well as the shares of common stock underlying the warrants issued in those financings and the common stock underlying the placement consultant warrants we issued pursuant to the financings. Accordingly, we filed: (i) Registration Statement No. 333-135796, which was originally declared effective on October 16, 2006; (ii) Registration Statement No. 333-140571, which was originally declared effective on February 28, 2007; and (iii) Registration Statement No. 333-147786, which was originally declared effective on December 12, 2007. The investors of our Series D Financing were not granted any registration rights. On July 25, 2008 we filed a Post Effective Amendment to our registration statements, which converted our registration statements from Form SB-2 to Form S-1 and upon effectiveness, acted as a post-effective amendment to all of the previously listed registration statements on Form SB-2; that amendment was declared effective on August 8, 2008.

1650 North 1^stAvenue, Phoenix, AZ 85003.

The financial statements included in this prospectus and the ~~Prospectus~~registration statement have been audited by ~~LBB~~Fruci & Associates ~~Ltd., LLP, independent certified public accountants~~II, PLLC of Spokane, Washington to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

~~You~~time as required. The public may read and copy any materials that we file with the ~~registration statement of which this prospectus is a part~~SEC at the SEC’s Public Reference Room ~~which is located~~ at 100 F Street ~~N.E.,~~NE, Washington, ~~D.C.~~DC 20549. ~~You can request copies of the registration statement by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more~~The public may obtain information ~~about~~on the operation of the ~~SEC’s~~ Public Reference ~~Room. In addition,~~Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet ~~web~~ site ~~which is located at www.sec.gov, which~~(http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ~~You~~

The Company’s mailing address is 9565 Waples Street, Suite 200, San Diego, CA 92121.

ORGANIZATION WITHIN THE LAST FIVE YEARS

The Company was incorporated in the State of Nevada on June 12, 2000, under the name “Fresh Air.com Inc.” In February 2003, the Company changed its name to “Heritage Management, Inc.” On March 2, 2009, the issuer’s name was changed to “Edgewater Foods International, Inc.” On February 27, 2018, the name was changed to “Ocean Smart Inc.” On April 24, 2020, the Company was reinstated in the State of Nevada and the name of the Company was changed to “Artic Motion, Inc.” Effective, May 22, 2020, the Company changed its name to Astra Energy Inc.

On September 21, 2021, the Company incorporated a wholly owned subsidiary called Astra Energy Africa - SMC Limited (“Astra Energy Africa”). The following are the directors and officers of this subsidiary:

Director and CEO - Dan Claycamp

Director and VP - Fred Nyanzi

On October 12, 2021, the Company incorporated a 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. The following are the directors and officers of this subsidiary:

Director and CEO - Dan Claycamp

Director and VP - Fred Nyanzi

Director and VP - Mukiibi Elton

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On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. The following are the directors and officers of this subsidiary:

Director and President - Kermit Harris

Director and VP - Douglas Hampton

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. The following are the directors and officers of this subsidiary:

Director and President - Dan Claycamp

Director and VP - Fred Nyanzi

DESCRIPTION OF FACILITIES

The Company rents office space at 9565 Waples Street, Suite 200 San Diego, CA 92121 for its corporate headquarters.

LEGAL PROCEEDINGS

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

PATENTS AND TRADEMARKS

We currently have no patents or trademarks to disclose.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been publicly traded since January 16, 2017, on the OTC Pink Sheets. Our common stock is quoted under the symbol ASRE. The following table sets forth for the periods indicated the range of high and low bid quotations per share as reported by the OTC Pink Sheets. These quotations represent inter-dealer prices, without retail markups, markdowns or commissions and may ~~access~~not necessarily represent actual transactions.

Fiscal Year 2020	High		Low
First Quarter (September- November 2019)	$	0.70	$	0.08
Second Quarter (December -February 2020)	$	0.33	$	0.15
Third Quarter (March-May 2020)	$	0.99	$	0.10
Fourth Quarter (June-August 2020)	$	0.40	$	0.004

Fiscal Year 2021
First Quarter (September- November 2020)	$	0.19	$	0.005
Second Quarter (December -February 2021)	$	1.66	$	0.15
Third Quarter (March-May 2021)	$	0.66	$	.055
Fourth Quarter (June-August 2021)	$	1.33	$	0.21

Fiscal Year 2022
First Quarter (September - November 2021)	$	2.00	$	0.51
Second Quarter (December 2021 - February 2022)	$	1.00	$	0.65

Holders

On June 16, 2022, the ~~registration statement~~closing price of ~~which this prospectus~~our common stock as reported on the Over-the-Counter Pink Sheets was $1.32 per share. On June 16, 2022, we had approximately 153 holders of record of common stock. As of June 16, 2022, 45,455,540 shares of our common stock were issued and outstanding and 1,060,409 shares of preferred stock were issued and outstanding.

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Dividend Policy

We have not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of the business. We cannot assure you that we will ever pay cash dividends. Whether we pay any cash dividends in the future will depend on the financial condition, results of operations and other factors that the Board of Directors will consider.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. Stockholders annually elect the directors. The executive officers serve at the pleasure of the Board of Directors.

Name	Age	Title

Kermit Harris	47	President, Director

Daniel Claycamp	58	Chief Operations Officer, Director

Rachel Boulds	51	Chief Financial Officer

Lisa Kowan	46	Corporate Secretary

The President, directors, and officers of the Company will hold office until additional members or officers are duly elected and qualified. The background and principal occupations of the directors and officers of the Company are as follows:

Kermit A. Harris, age 47, is a founder, President and Director of our Company. Mr. Harris has proven and unique transformational leadership skills with over twenty years of experience in real estate acquisition/land development, commercial financing, business development, and restaurant industries. He has demonstrated high quality cross-functional management qualifications, business strategy, international/governmental engagement, and dynamic leadership. Mr. Harris developed the Company’s renewable division as well as the global bio-fuel supply chain using Regreen Technology. He has full oversight of the entire organization domestic and abroad, working closely with COO Dan Claycamp. Kermit has been with the Company since 2019. From January 2017 to January 2019, he was the Business Development/Acquisition Manager for the Donato Group, Inc. where his responsibilities included identifying opportunities to enhance and streamline operations within any construction/development project to increase the satisfaction levels of municipalities, development entity, and investors when working with their staff/sub-contractors and partners. None of the companies where Mr. Harris was employed prior to being employed by the registrant was a parent, subsidiary or other affiliate of the registrant. These skills working with private and public companies are used to carry out the strategic initiatives of our Company. He is a graduate of Eastern Michigan University’s Gary Owen College of Business, with a Finance Major

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

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

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Rachel Boulds, CPA, age 51, is the contracted Chief Financial Officer of our Company with over 20 years of experience in the audit and related financial reporting fields. She is responsible for the Company’s financial reporting, audit consulting, bookkeeping, and business operation consulting services. preparation of period-end financial statements, footnotes and Management Discussion and Analysis in conformity with US GAAP and SEC reporting rules as well as consultation on complex accounting matters and working closely with client staff, auditors and legal counsel to prepare, review and file periodic public financial information, including Forms 10-Q and 10-K. After graduating from San Jose University with a BS in Accounting, she stared her carrier in the audit department of Price WaterhouseCooper. Rachel Boulds, CPA has been engaged in her sole accounting practice which she has led since 2009.

Lisa V. Kowan, age 46, is the Company’s corporate Secretary. She has over 20 years-experience as a dependable and resourceful securities paralegal specialist. As the corporate Secretary, she excels at communication and collaborating with a diverse range of legal and company personnel, executive officers and board of directors. She conducts all legal business professionally with corporate counsel and with minimal supervision. Lisa is experienced in the ~~SEC’s Internet web site. We~~preparation of regulatory filings for US and Canadian Securities Commissions. She is extremely organized with advanced technical and corporate skills. Her position with our publicly traded Company is very valuable. From 2016 to January of 2020, Ms. Kowan was the operations manager for PubCo Reporting Services, Inc. which was an EDGAR Filer and Corporate Secretary Consulting Services. In January of 2020 she started Meraki Corporate Services, Inc. which was corporate secretary consulting service. She has been under contract as an employee with the registrant since October 1, 2020. None of the companies where Ms. Kowan was employed prior to being employed by the registrant was a parent, subsidiary or other affiliate of the registrant. Lisa holds Legal Secretary and Para Legal certificates from Capilano University, North Vancouver BC; Legal Secretary Certificate and Business Management Diploma from Kwantlen University College, Richmond BC.

Audit Committee

The Company does not have an audit committee.

Conflicts of Interest

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

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

Our officers and directors are, so long as they are our officers or directors, subject to the ~~information reporting requirements~~restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the ~~Securities Exchange Act~~fiduciary duties of ~~1934,~~the officer or director. If we or the companies with which the officers and directors are affiliated both desires to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies the business and ethical principles that govern all aspects of our business. This document will ~~file reports, proxy statements~~be made available in print, free of charge, to any shareholder requesting a copy in writing from the Company. A form of the code of conduct and ethics is filed as Exhibit 14.1 with this Registration Statement.

Involvement in Certain Legal Proceedings

Our Directors and Executive Officers have not been involved in any of the following events during the past ten years:

	·	Any bankruptcy petition filed by or against any business of which they were a general partner or executive officer either at the time of the bankruptcy or within two years prior to the time of such filing

	·	They have not been convicted in a criminal proceeding (excluding traffic violations and other minor offenses) or are now a named subject of a pending criminal proceeding.

	·	Are not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities.

	·	They have never been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

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EXECUTIVE COMPENSATION

The following tables set forth certain information concerning all compensation paid, earned or accrued for service by our President, Chief Operating Officer, Principal Financial Officer and Corporate Secretary in the fiscal years ended August 31, 2020, and 2021. This table consists of all the executive officers of the Company who served in such capacity at the end of the fiscal year.

2020 AND 2021 SUMMARY COMPENSATION TABLE

Name and Principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Kermit Harris	2021	$	55,000	$	0.0	$	12,500	$	0.0	$	0.0	$	0.0	$	0.0	$	67,500
President	2020	$	0.0			$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0
Daniel Claycamp	2021	$	75,000	$	0.0	$	187,500	$	0.0	$	0.0	$	0.0	$	0.0	$	262,500
COO	2020	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0
Rachel Boulds	2021	$	16,000	$	0.0	$	37,500	$	0.0	$	0.0	$	0.0	$	0.0	$	53,500
CFO	2020	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0
Lisa Kowan	2021	$	22,000	$	0.0	$	2,500	$	0.0	$	0.0	$	0.0	$	0.0	$	24,500
Corporate Secretary	2020	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0

Compensation of Executive Officers

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

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

On October 3, 2020, we entered into a services agreement with Lisa Kowan, wherein, Ms. Kowan will receive a monthly fee of $2000. In addition, Ms. Kowan received 100,000 pre-split shares of common stock of the Company pursuant to her agreement.

On January 16, 2021, we entered into a contract services agreement with Rachel Boulds, wherein, Ms. Boulds will receive a monthly fee of $2000. In addition, Ms. Boulds received 50,000 pre-split shares of common stock of the Company pursuant to her agreement.

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

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

Compensation of Directors

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 16, 2022, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially 5% or more of our outstanding Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:

Name and Address of Beneficial Owner	Common Stock Owned before Offering		Common Stock Owned after Offering		Percentage of Ownership Before Offering			Percentage of Ownership After Offering
Kermit A Harris⁽¹⁾ Southfield, Michigan		1,500,000		1,500,000		3.300	%		2.973	%
Rachel Boulds⁽²⁾ Murray, UT		150,000		150,000		0.330	%		0.297	%
Daniel L Claycamp⁽³⁾ West Frankfort, IL		1,000,000		1,000,000		2.200	%		1.982	%
Lisa Kowan⁽⁴⁾ Langley, British Columbia, Canada		300,000		300,000		0.660	%		0.595	%
Directors and Officers as a Group (4 persons)		2,950,000		2,950,000		6.490	%		5.847	%
Alita Capital Inc. (Ron Loudon) Poway, CA		6,000,000		6,000,000		13.200	%		11.892	%
Trimark Capital Partners Inc. (Robert Kane) Grand Cayman, Cayman Islands		6,000,000		6,000,000		13.200	%		11.892	%
United Capital Management Inc. (Schaad Brannon) Las Vegas, NV		3,000,000		3,000,000		6.600	%		5.946	%

__________

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

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

(3) Mr. Claycamp was appointed COO on February 1, 2021.

(4) Ms. Kowan was appointed Corporate Secretary on October 1, 2020.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 45,455,540 shares of common stock outstanding as of June 16, 2022.

The following table sets forth, as of June 16, 2022, certain information concerning the beneficial ownership of our Preferred Stock:

(1) Title of Class	(2) Name and Address of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4) Percent of Class
Preferred A	Vision Opportunity Master Fund, Ltd. 317 Madison Avenue, Suite 1220, New York, NY	7,774	100%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On October 1, 2020, the Company entered into a services agreement with the ~~SEC.~~

Pursuant to the financings we closed on April 12, May 30, June 30, 2006 and July 11, 2006, we issued an aggregate of 30,905,619 shares. The shares were issued to 9 accredited investors pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any pub~~lic offering.~~

On June 30, 2006 we issued 22,860 shares of common stock to the two accredited investors of our April 12 and May 30, 2006 financings as payment of the semi-annual dividend (8% per annum) per the terms of the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock. 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.

In connection with the January 16, 2007 financing, we issued the placement consultant a placement consultant warrant, exercisable for a period of three years from the date of issue with an exercise price of $1.15 per share. The warrant allows the placement consultant to purchase up to (i) 20 shares of Series B Preferred Stock, and each of the following warrants, which are identical to the warrants issued to the investors of the financing: (i) Series A Warrant, (ii) Series B Warrant, (iii) Series C Warrant, (iv) Series D Warrant, (v) Series J Warrant, (vi) Series E Warrant, and (vii) Series F Warrant, each to purchase 90,004 shares of common stock, except for the Series J Warrants, which shall entitle the consultant to purchase 180,008 shares of common stock. The shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering.

On February 1, 2007 we issued Kitsilano Capital Corp. four 100,000 options to purchase our common stock, pursuant to our Consulting Agreement with them. The first option vests on May 1, 2007, the second on August 1, 2007, the third on February 1, 2008 and the fourth on June 1, 2008, so long as Kitsilano continues to provide services to us under the Consulting Agreement. Each option is exercisable for a period of three years from the vesting date and has an exercise price of $1.20, $1.40, $1.60 and $1.80 respectively. The shares underlying the options have piggy-back registration rights that required us to register the shares in our last registration statement. The options and the shares underlying were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering.

~~On April 12, 2007, we issued 88,000 shares of common stock to an investor of our April 12~~th financing in connection with the exercise of 88,000 Series J warrants received by such investor as part of the financing. We received net proceeds of approximately $45,600 pursuant to the exercise of these warrants. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

~~On April 12, 2007 we issued 1,266,667 shares of common stock to an investor of our April 12~~th ~~financing in connection with such investor’s exercise of 1,266,667 Series J warrants he received as part of the April 12~~th financing. We received net proceeds of approximately $655,500 pursuant to the exercise of these warrants. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

On April 12, 2007, we issued 188,800 shares of our Series A Preferred Stock and the followings warrants: (i) Series A Warrant, (ii) Series B Warrant, (iii) Series C Warrant, (iv) Series D Warrant, (v) Series J Warrant, (vi) Series E Warrant, (vii) Series F Warrant, (viii) Series G Warrant, and (ix) Series H Warrant, each to purchase a number of shares of Common Stock equal to 50% of the numberrecord of shares of Series A Preferred Stock ~~purchased, except for~~are entitled to receive, out of any assets at the ~~Series J Warrants, which entitled~~time legally available therefor and when and as declared by the ~~investor to purchase a number~~Board of Directors, dividends at the rate of 8% per annum in shares of our common ~~stock equal to 100% of the number of~~stock. On January 19, 2022, 8,000 shares of Series A Preferred Stock ~~purchased. We issued a total of 944,000 Warrants. Each~~were cancelled. The shares were cancelled at the direction of the ~~Warrants has a term of 5 years, except for the Series J Warrants, which have a term of 1 year. Each share~~holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding.

Series A1 Preferred

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

Series B Preferred

The Company has authorized 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. These shares and warrants~~stock at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were ~~issued pursuant~~required to the exercise of 188,800 placement consultant warrants received as a result of our April 12, 2006 financing. We received net proceeds of approximately $106,000 pursuant to the exercise of these warrants.be exercised within 5 years. The ~~shares were issued pursuant to the exemption from registration provided by Section 4(2)~~conversion rights have expired without any of the ~~Securities Act for issuances not involving any public offering.~~

~~On April 12, 2007, we issued 188,800~~shares being converted.

Series D Preferred

The Company has authorized 380,000 shares of ~~common stock~~Series D Preferred Stock, which ranks junior to the placement consultant of our April 12, 2006 financing in connection with the exercise of 188,800 Series J warrants, which the placement consultant received from his exercise of his placement consultant warrant, as described above. We received net proceeds of approximately $106,000 pursuant to the exercise of these warrants. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

~~On May 8, 2007 we issued 30,000 shares of our common stock pursuant to a shareholders conversion of 30,000 shares of~~ our Series A, Preferred Stock that he owned. We did not receive any proceeds from this conversion. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

On May 10, 2007 we issued 500,000 shares of our common stock pursuant to a shareholders conversion of 500,000 shares of our Series A Preferred Stock that he owned. We did not receive any proceeds from this conversion. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

On May 12, 2007 we issued 70,800 shares of our common stock pursuant to a shareholders conversion of 70,800 shares of our Series A Preferred Stock that he owned. We did not receive any proceeds from this conversion. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for issuances not involving any public offering.

On June 30, 2007, we issued 171,274 shares of common stock to the investors of our 2006 and 2007 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 and Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock. 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.

Large accelerated filer	☐	Accelerated filer		☐
Non-accelerated filer	☒	Smaller reporting company	X	☒
~~(Do not check if a~~ ~~smaller~~ ~~reporting company)~~ Emerging growth company	☐

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock underlying the Series A Preferred Stock	9,465,599 (1) (2)	$1.40 (3)	$13,251,838.60	$1,417.95
Common Stock Underlying the Warrants	1,888,000 (4)	$1.40 (3)	$30,016,028.00	$3,211.71
Common Stock Underlying the Placement Consultant Warrants	2,868,803	$1.40 (3)	$4,016,324.20	$429.75
Common Stock	647,860 (1) (5)	$1.40 (3)	$907,004.00	$97.05
Common Stock underlying the Series B Preferred Stock	1,980,096 (1) (6)	$1.25 (7))	$2,475,120.00	$264.84
Common Stock Underlying the Placement Consultant Warrants	893,945	$1.25 (7)	$1,117,431.25	$119.57
Common Stock underlying the Series C Preferred Stock	897,444 (1) (8)	$1.01 (9)	$906,418.44	$27.83
Common Stock Underlying the Placement Consultant Warrants	373,932	$1.01 (9)	$377,671.32	$11.59
Common Stock Underlying Consultant Options	3,200,000 (13)	$.19(11)	$3,840,000.00	$214.27
Common Stock	200,000 (10)	.19 (11)	$44,483,135.80	$250.16
Total	22,415,679		$99,484,560.00	$6,047.04 (12)

Planned Actions	Estimated Cost to Complete
Professional fees	$	125,000
Engineering	$	250,000
Business development costs	$	500,000
Property leases	$	125,000
Equipment and installation	$	1,250,000
General working capital	$	250,000
TOTAL	$	2,500,000

Planned Actions	Estimated Cost to Complete
Professional fees	$	93,750
Engineering	$	187,500
Business development costs	$	375,000
Property leases	$	93,750
Equipment and installation	$	937,500
General working capital	$	187,500
TOTAL	$	1,875,000

Planned Actions	Estimated Cost to Complete
Professional fees	$	62,500
Engineering	$	125,000
Business development costs	$	250,000
Property leases	$	62,500
Equipment and installation	$	625,000
General working capital	$	125,000
TOTAL	$	1,250,000

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


~~Risk Factors~~ PART I. PROSPECTUS		16 PAGE

~~Cautionary Statement Concerning Forward-Looking Statements~~ PROSPECTUS SUMMARY		15	4
SUMMARY OF THE OFFERING			5
~~Use of Proceeds~~ RISK FACTORS		22	6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			10
~~Market Price and Dividends on Registrant’s Common Equity and Related Stockholder Matters~~ INDUSTRY OVERVIEW		22	13
FORWARD LOOKING STATEMENTS			17
~~Management’s Discussion and Analysis~~ DESCRIPTION OF OUR BUSINESS		25	17
USE OF PROCEEDS			20
~~Business~~ DETERMINATION OF OFFERING PRICE		39	21
DILUTION			21
~~Management~~ SELLING SHAREHOLDERS			23
PLAN OF DISTRIBUTION			26
~~Compensation Discussion and Analysis~~ DESCRIPTION OF SECURITIES			27
INTERESTS OF NAMED EXPERTS AND COUNSEL			29
~~Principal Stockholders~~ REPORTS TO SECURITIES HOLDERS			29
ORGANIZATION WITHIN THE LAST FIVE YEARS			29
~~About the Offering~~ DESCRIPTION OF FACILITIES			30
LEGAL PROCEEDINGS			30
~~Selling Stockholders~~ PATENTS AND TRADEMARKS		67	30
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS			30
~~Plan of Distribution~~ DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		72	31
EXECUTIVE COMPENSATION			33
~~Certain Relationships and Related Transactions~~ SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			34
PRINCIPAL ACCOUNTING FEES AND SERVICES			35
~~Description of Securities~~ MATERIAL CHANGES		74	35
FINANCIAL STATEMENTS		36-59
~~Legal Matters~~		82
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS
~~Experts~~ OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		83	60
INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			60
~~Disclosure of Commission Position on Indemnification for Securities Act Liabilities~~ RECENT SALES OF UNREGISTERED SECURITIES		49	60
EXHIBITS TO THE REGISTRATION STATEMENT			67
~~Available Information~~ UNDERTAKINGS			68
SIGNATURES
~~Index to Consolidated Financial Information~~	69	~~F-1~~

	(25% of the shares are sold in the offering)			(50% of the shares are sold in the offering			(75% of the shares are sold in the offering			(100% of shares are sold in the offering)
Offering Price Per Share	$	0.50		$	0.50		$	0.50		$	0.50
Book Value Per Share Before the Offering	$	0.005		$	0.005		$	0.005		$	0.005
Book Value Per Share After the Offering	$	0.019		$	0.031		$	0.043		$	0.055
Net Increase to Original Shareholder (based on par value)	$	0.013		$	0.026		$	0.038		$	0.049
Decrease in Investment to New Shareholders	$	0.481		$	0.469		$	0.457		$	0.445
Dilution to New Shareholders (%)		96.25	%		93.74	%		91.36	%		89.10	%

Numerator:
Net tangible book value before the offering	$	250,000
Net proceeds from this offering		2,500,000
	$	2,750,000
Denominator:
Shares of common stock outstanding prior to this offering		45,455,540
Shares of common stock to be sold in this offering (100%)		5,000,000
		50,455,540

	Ownership Before Offering				Ownership After Offering (1)
Selling Shareholder	Number of Shares of Common Stock Owned Beneficially before Offering		Number of Shares Offered		Number of Shares of Common Stock Owned Beneficially after Offering		Percentage of Common Stock Beneficially Owned After Offering
09966996 BC Ltd (Peter Sherba)		630,000		630,000		-		0.00	%
1298509 BC Ltd (Rafiq & Aaman Khan)		120,000		120,000		-		0.00	%
1681445 Alberta Ltd (Eileen Aulakh)		40,000		40,000		-		0.00	%
Ahuja, Naveen		120,000		120,000		-		0.00	%
Alita Capital Inc (Ron Loudoun) ²		6,000,000		6,000,000		-		0.00	%
Aulahk, Eileen		72,000		72,000		-		0.00	%
Aulahk, Nita		216,000		216,000		-		0.00	%
Aulahk, Sweety		240,000		240,000		-		0.00	%
Bears Den Developments Ltd (Mike Matvishen)		1,500,000		1,500,000		-		0.00	%
Bookman, Ron and Coldonat, Marion		10,000		10,000		-		0.00	%
Boulds, Rachel ¹		150,000		150,000		-		0.00	%
Claycamp, Dan ¹		1,000,000		1,000,000		-		0.00	%
Claycamp, Troy		180,000		180,000		-		0.00	%
Conci, Frank and		150,000		150,000		-		0.00	%
Conci, Frank and Ellen		300,000		300,000		-		0.00	%
Crosslink Capital Inc. (Trisha Gill)		220,000		220,000		-		0.00	%
Dailey, Brandon		10,000		10,000		-		0.00	%
Dailey, Daniel		20,000		20,000		-		0.00	%
Dailey, Kristyn		10,000		10,000		-		0.00	%
Deol, Surinder		300,000		300,000		-		0.00	%
Dungy, William		200,000		200,000		-		0.00	%
Dyer, Kevin		40,000		40,000		-		0.00	%
Edison Power Corp (Mike Matvieshen)		150,000		150,000		-		0.00	%
Ersay Holdings, LLC (Savarior Service)		40,000		40,000		-		0.00	%
Fetherston, Daniel and Paula		40,000		40,000		-		0.00	%
Gardner, Jan		150,000		150,000		-		0.00	%

~~Common stock being offered by Selling Stockholders~~		~~Up to 22,415,679shares of common stock~~

~~OTCBB Symbol~~		~~EDWT~~

~~Risk Factors~~		The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 16.

	Years ended August 31,						Six months ended February 28
	2008			2007			2009			2008

Revenues	$	1,584		$	657		$	1010		$	795

Gross profit		(479	)		(379	)		(359	)		(233	)



Net profit (Loss)		(3,681	)		(4,057	)		(1,076	)		(1,871	)
Foreign adjustment		(106	)		(151	)		(711	)		298
Comprehensive income (Loss)	$	(4,681	)	$	(3,689	)	$	(2,109	)	$	(2,047	)


	2008		As of February28, 2009

Balance Sheet Data:

Cash	$	712	$	94
Total assets		7,365		5, 351
Total Current Liabilities		1,622		1,462

Total Liabilities		2,170		1,901
Total stockholders’ equity		5,195		3,450

Use of Funds	Funds Received from Sale of the Series A Preferred Shares		Funds Received from Sale of the Series B Preferred Shares		Funds Received from Sale of the Series C Preferred Shares		Funds Received from Sale of the Series D Preferred Shares		Total Funds Received from the Sale of the Series A, B, C and D Preferred Shares		Total Funds Received from the Exercise of Warrants
Working Capital	$	3,690,000	$	1, 864,000	$	801,000	$	1,460,000	$	7,665,000	$	1,200,000
Repayment of Bridge Loan	$	1,450,000							$	1,450,000

Total	$	5,140,000	$	1, 864,000	$	801,000	$	1,460,000	$	9,115,000	$	1,200,000

	High		Low
Quarter ended November 30, 2006	$	1.85	$	1.01
Quarter ended February 28, 2007	$	1.70	$	1.01
Quarter ended May 31, 2007	$	1.70	$	1.01
Quarter ended August 31, 2007	$	1.65	$	1.05
Quarter ended November 30, 2007	$	1.45	$	0.75
Quarter ended February 29, 2008	$	1.45	$	0.70
Quarter ended May 31, 2008	$	1.01	$	0.70
Quarter ended August 31, 2008	$	1.00	$	0.26
Quarter ended november 30, 2008	$	0.51	$	0.03
Quarter ended February 28, 2009	$	0.23	$	0.031

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation plans approved by security holders		2,592,000	$	1.23		5,408,000	*
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		2,592,000	$	1.23		5,408,000

AMOUNT	STRIKE PRICE	VESTING SCHEDULE
50,000	$0.15	Vests immediately
50,000	$0.20	Vests immediately
50,000	$0.25	Vests immediately
50,000	$0.30	Vests immediately
75,000	$0.35	Vests immediately
75,000	$0.40	Vests immediately
75,000	$0.45	Vests immediately
75,000	$0.50	Vests immediately
200,000	$0.55	Vests immediately
200,000	$0.60	Vests immediately
500,000	$0.80	Vests immediately
800,000	$1.00	Vests immediately
1,000,000	$1.20	Vests immediately

			Estimated Inventory (value) to be Sold
Year-class	Accumulated Cost to Date		next 12 months		next 24 months		beyond 24 months
2005	$	118,084	$	118,084
2006	$	577,861	$	577,861
2007	$	577,014	$	144,254	$	432,760
2008	$	306,721					$	306,721
2009	$	51,541					$	51,541

Totals	$	1,631,221	$	, 840,199	$	432,760	$	358,262

	~~Years~~
~~Headend Facility and Fiber Infrastructure~~	20
~~Manufacturing Equipment~~	~~3–7~~
~~Furniture and Fixtures~~	~~2–7~~
~~Office Equipment~~	5
~~Leasehold Improvements~~	~~Life of lease~~
~~Property and Equipment~~	5
~~Vehicles~~	5

Common Site Name	Lands File No.	ACRES	Type
Denman Point	1406063	38.6	Deepwater
Hindoo Creek	1406664	123.32	Deepwater
Deep Bay	1406711	43.0	Deepwater
Tofino	1406061	9.6	Deepwater
Nile Creek (formerly Bowser)	1407517
Nile Creek (formerly Bowser)	1407517	926	Deepwater

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)
(a)	(b)	(c)	(d)	(e)	(f)
Robert Saunders Chief Executive Officer	2008	60,000 (1)	0	0	227,164 (3)
Robert Saunders Chief Executive Officer	2007	60,000 (1)	0	0	20,651
Michael Boswell Acting Chief Accounting Officer	2008	0 (2)	0	0	295,317 (3)
Michael Boswell Acting Chief Accounting Officer	2007	0 (2)	0	0	26,847

Name and Principal Position	Year	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All other Compensation	Total ($)
(a)	(b)	(g)	(h)	(i)	(j)
Robert Saunders Chief Executive Officer	2008	0	0	0	287,164
Robert Saunders Chief Executive Officer	2007	0	0	0	80,651
Michael Boswell Acting Chief Accounting Officer	2008	0	0	0	295,317
Michael Boswell Acting Chief Accounting Officer	2007	0	0	0	26,847

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
(a)	(b)	(c)	(d)	(e)	(f)
Robert Saunders	300,000 (1)	0	0	1.21	8-14-2007
Michael Boswell	390,000 (1)	0	0	1.21	8-14-2007

Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares of Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(a)	(g)	(h)	(i)	(j)
Robert Saunders	0	0	0	0
Michael Boswell	0	0	0	0

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity incentive Plan Compensation ($)
(a)	(b)	(c)	(d)	(e)
Douglas MacLellan	36,000	0	165,210 (1) (2)	0
Mark Elenowitz	0	0	429,546 (1) (3) (4)	0
Darryl Horton	1,000	0	8,260 (1) (5)	0
Victor Bolton	1,000	0	8,260 (1) (6)	0
Javier Idrovo	0	0	0 (7)	0

Name	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All other Compensation ($)	Total ($)
(a)	(f)	(g)	(h)
Douglas MacLellan	0	0	201,210
Mark Elenowitz	0	0	429,546
Darryl Horton	0	0	9,260
Victor Bolton	0	0	9,260
Javier Idrovo	0	0	0

Name and Address	Amount and Nature of Beneficial Ownership	Percentage Of Voting of Securities (1)
Robert Saunders Chairman, President and CEO 5552 West Island Highway Qualicum Beach, British Columbia Canada V9K 2C8	10,200,000 (2)	19.87%

Douglas C. MacLellan Vice Chairman 8324 Delgany Avenue Playa del Ray, CA 90293	1,240,000 (3)	2.42%

Mark Elenowitz Director 400 Professional Drive Suite 310 Gaithersburg, MD 20879	1,758,000 (4) (5)	3.41%

Javier Idrovo Director 400 Professional Drive Suite 310 Gaithersburg, MD 20879	0(6)	0.00%

Michael Boswell Director and Acting Chief Accounting Officer 400 Professional Drive Suite 310 Gaithersburg, MD 20879	1,328,000 (7) (8)	2.58%


Victor Bolton 345-916 W. Broadway Vancouver, BC V5Z 1K7	10,000 (9)	0.02%

Darryl Horton 33568 Eagle Mountain Drive Abbortsford, BC V3G 2X7	10,000 (10)	0.02%

Vision Opportunity Master Fund, Ltd. 20 West 55th St., 5th Floor New York, NY 10019	2,538,793 (11)	4.99%

All directors and officers as a group (8 persons)	14,546,000	28.33%

Name of Selling Stockholder	Number of Shares prior to the Offering(1)			Number of Shares Offered Hereby (4)			Number of Shares To Be Owned After the Offering (3)			Percentage of Ownership After the Offering (2)(3)
Vision Opportunity Master Fund, Ltd.		23,004,550	(5)		2,496,447	(5)		20,508,103	(5)		4.9	% (3)
Michael Ross		567,757	(6)		567,757	(6)		0			*
IRA FBO, Michael P. Ross, Pershing LLC as Custodian		66,667	(7)		66,667	(7)		0			*

IRA FBO, Richard M. Ross, Pershing LLC as Custodian	266,560		266,560	(8)	0		*
Irene S. Ross 2005 GS Trust	266,560		266,560	(9)	0		*
Lenore Rabin-Koster	133,281	(10)	133,281	(10)	0		*
Jack Halpern	532,837	(11)	532,837	(11)	0		*
Judith S. Brauner	133,210	(12)	133,210	(12)	0		*
Union Bancaire Privée	3,407,297	(13)	2,496,447	(13)	910,850	(13)	2.20	%
Bridge Financing Group (doing business as “World Wide Mortgage Corporation”)	800,000		400,000	(14)	400,000		1.57	%
Aurelius Consulting Group, Inc.	90,000		90,000	(15)	0		*
Gallatin Consulting, Inc.	100,000		100,000	(16)	0		*
Gary Shemano	12,500		12,500	(17)	0		*
Christian Galatti	12,500		12,500	(17)	0		*
Lauren Stock	4,128	(18)	4,128	(18)	0		*
Ijaz Malik	50,768	(19)	50,768	(19)	0		*
Providence Consulting, LLC	1,529,410	(20)	1,529,410	(20)	0		*
Niel Kleinman	1,033,880	(21)	1,033,880	(21)	0		*
Pai’s International Trade, Inc.	443,925	(22)	0		443,925		*
Shu Ching and Chi Pai	270,458	(23)	270,458	(23)	0
Robert Kleinman	0		88,854	(24)	0		*
Steven Farber	0		103,078	(25)	0		*
Hector Calero	0		35,552	(26)	0		*
IICC	0		3,400,000	(27)	0		*

	August 31, 2021
Audit fees	$	10,000
Audit related fees		-
Tax fees		-
All other fees		-
Total	$	10,000

Report of Independent Registered Public Accounting Firm	37	~~F-2~~
Balance Sheets as of August 31, 2021 and 2020	38
~~Consolidated Balance Sheet at August 31, 2008~~				~~F-3~~

~~Consolidated~~ Statements of Operations for the ~~years~~Years ended August 31, ~~2008~~2021 and ~~2007~~2020		39	~~F-4~~
Statements of Stockholders’ Deficit for the Years ended August 31, 2021 and 2020	40
~~Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended August 31, 2008 and 2007~~				~~F-5~~

~~Consolidated Statements of Cash Flows For the Years Ended August 31, 2008 and 2007~~					~~F-6~~

~~Notes to Consolidated Financial Statements~~					~~F-7~~

~~Consolidated Balance Sheets at February 28, 2009 (unaudited) and August 31, 2008~~					~~F-29~~

~~Unaudited Consolidated Statements of Operations for the three and six months ended February 28, 2009 and February 29, 2008~~					~~F-30~~

~~Unaudited Consolidated~~ Statements of Cash Flows for the ~~six months~~Years ended ~~February 28, 2009~~August 31, 2021 and ~~February 29, 2008~~ 2020		41	~~F-31~~
Notes to the Financial Statements	42


~~Unaudited Notes to Consolidated Financial Statements~~ 36

	~~F-32~~Table of Contents

	August 31, 2021			August 31, 2020
ASSETS
Current assets:
Cash	$	94,765		$	-
Total current assets		94,765			-

Total Assets	$	94,765		$	-

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	94,570		$	367
Accounts payable- related party		50,000			5,800
Accruals - related party		-			40,515
Due to a related party		-			2,974

Total Liabilities		144,570			49,656

Commitments and contingencies		-			-

Mezzanine Equity:
Series A1 Preferred stock, par $0.001, 1 share authorized; 1 and no shares issued and outstanding, respectively		-			-
Total Mezzanine Equity		-			-

Stockholders’ Deficit:
Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 15,774 and 15,774, shares issued and outstanding, respectively		16			16
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; $14,618,784 liquidation preference; 304,558 shares issued and outstanding		305			305
Common stock, $0.001 par value; 100,000,000 shares authorized; 42,549,540 and 4,674,540 shares issued and outstanding, respectively		42,550			4,675
Stock subscriptions receivable (Note 5)		(100,000	)		-
Stock payable (Note 6)		100,000			-
Additional paid-in capital		29,795,766			28,777,141
Accumulated deficit		(29,889,190	)		(28,832,541	)

Total Stockholders’ Deficit		(49,805	)		(49,656	)

Total Liabilities and Stockholders’ Deficit	$	94,765		$	-

	For the Years Ended August 31,
	2021			2020
Operating Expenses:
General and administrative	$	252,097		$	1,159
Executive compensation		684,829			-
Consulting – related party		117,000			104,315
Total operating expenses		1,053,926			105,474

Loss from operations		(1,053,926	)		(105,474	)

Other Expense:
Foreign exchange expense		(2,723	)		-
Total other expense		(2,723	)		-

Loss before provision for income taxes		(1,056,649	)		(105,474	)
Provision for Income Taxes		-			-

Net Loss	$	(1,056,649	)	$	(105,474	)

Net loss per share, basic and diluted	$	(0.03	)	$	(0.04	)
Weighted average shares outstanding, basic and diluted		35,198,315			2,726,412