Cover
Cover - USD ($) | 12 Months Ended | ||
Aug. 31, 2023 | Jan. 08, 2024 | Feb. 28, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | ASTRA ENERGY INC. | ||
Entity Central Index Key | 0001231339 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Aug. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 80,263,982 | ||
Entity Public Float | $ 22,131,991 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-52205 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-3113571 | ||
Entity Address Address Line 1 | 9565 Waples Street | ||
Entity Address Address Line 2 | Suite 200 | ||
Entity Address City Or Town | San Diego | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92121 | ||
City Area Code | 800 | ||
Icfr Auditor Attestation Flag | false | ||
Local Phone Number | 705-2919 | ||
Security 12b Title | Common | ||
Trading Symbol | ASRE | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Fruci Associates II PLLC | ||
Auditor Location | Spokane, Washington | ||
Auditor Firm Id | 5525 | ||
Amendment Description | The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the Securities and Exchange Commission on January 16, is to make amendments to Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters. No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Current assets: | ||
Cash | $ 23,250 | $ 198,899 |
Other receivable - related party (Note 6) | 0 | 194,520 |
Total current assets | 23,250 | 393,419 |
Investment (Note 4) | 2,725,000 | 0 |
Operating leases, right of use assets (Note 5) | 4,818,471 | 0 |
Total Assets | 7,566,721 | 393,419 |
Current liabilities: | ||
Accounts payable | 265,917 | 49,344 |
Accounts payable - related parties (Note 8) | 322,500 | 107,200 |
Refundable deposits | 190,000 | 0 |
Due to related party (Note 7) | 0 | 270,185 |
Loan payable-related party (Note 9) | 93,011 | |
Accrued interest payable | 6,840 | 630 |
Note payable (Note 10) | 100,000 | 0 |
Debenture payable (Note 11) | 20,000 | 20,000 |
Operating lease liability - current portion | 127,460 | 0 |
Total current liabilities | 1,125,728 | 447,359 |
Operating lease liability - net of current portion (Note 6) | 4,691,011 | 0 |
Total Liabilities | 5,816,739 | 447,359 |
Commitments and contingencies | 0 | 0 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 67,638,982 and 50,355,540 shares issued and outstanding, respectively. | 67,639 | 50,356 |
Stock subscriptions receivable | (5,000) | (5,000) |
Common stock to be issued | 0 | 20,000 |
Additional paid-in capital | 54,341,562 | 42,104,418 |
Accumulated deficit | (52,655,280) | (42,224,735) |
Total Stockholders' Deficit | 1,749,982 | (53,900) |
Total Liabilities and Stockholders' Deficit | 7,566,721 | 393,419 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 748 | 748 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 8 | 8 |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | 305 | 305 |
Series A1 Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2023 | Aug. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 67,638,982 | 50,355,540 |
Common stock, shares outstanding | 67,638,982 | 50,355,540 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 747,870 | 747,870 |
Preferred stock, shares outstanding | 747,870 | 747,870 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 207 | 207 |
Preferred stock, shares outstanding | 207 | 207 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.0001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 7,774 | 7,774 |
Preferred stock, shares outstanding | 7,774 | 7,774 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 380,000 | 380,000 |
Preferred stock, shares issued | 304,558 | 304,558 |
Preferred stock, shares outstanding | 304,558 | 304,558 |
Series A1 Preferred Stocks [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 0 | $ 25,000 |
Operating Expenses: | ||
General and administrative | 127,037 | 179,132 |
Inventory impairment | 0 | 75,000 |
Business development | 819,715 | 712,683 |
Consulting - related party | 3,460 | 60,000 |
Executive compensation | 1,693,250 | 1,034,450 |
Stock compensation-consulting | 701,612 | 595,500 |
Total operating expenses | 3,345,074 | 2,656,765 |
Loss from operations | (3,345,074) | (2,631,765) |
Other Income (Expense): | ||
Foreign exchange | 2,208 | (13) |
Interest expense | (13,510) | (2,767) |
Interest expense - debt discount | (69,250) | 0 |
Early payment penalty | (20,706) | 0 |
Impairment loss | (7,049,213) | (9,701,000) |
Loss on issuance of convertible debt | (36,242) | 0 |
Change in fair value of derivative | (50,570) | 0 |
Gain on extinguishment of debt | 151,812 | 0 |
Total other expense | (7,085,471) | (9,703,780) |
Loss before provision for income taxes | (10,430,545) | (12,335,545) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (10,430,545) | $ (12,335,545) |
Net loss per share, basic and diluted | $ (0.15) | $ (0.27) |
Weighted average shares outstanding, basic and diluted | 70,475,577 | 45,567,354 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Common Stock To Be Issued [Member] | Stock Subscription Receivable [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Series A1 Preferred Stock [Member] | Series D Preferred Stock [Member] | Series C Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A Preferred Stock [Member] |
Balance, shares at Aug. 31, 2021 | 42,549,540 | 1 | 304,558 | 747,870 | 207 | 15,774 | |||||
Balance, amount at Aug. 31, 2021 | $ (49,805) | $ 42,550 | $ 100,000 | $ (100,000) | $ 29,795,766 | $ (29,889,190) | $ 0 | $ 305 | $ 748 | $ 0 | $ 16 |
Common stock issued for services - related party, shares | 525,000 | ||||||||||
Common stock issued for services - related party, amount | 411,000 | $ 525 | 0 | 0 | 410,475 | 0 | 0 | 0 | 0 | 0 | $ 0 |
Preferred shares cancelled - related party, shares | (8,000) | ||||||||||
Preferred shares cancelled - related party, amount | 0 | $ 0 | 0 | 0 | 8 | 0 | 0 | 0 | 0 | 0 | $ (8) |
Common stock issued for services, shares | 1,045,000 | ||||||||||
Common stock issued for services, amount | 986,450 | $ 1,045 | 0 | 0 | 985,405 | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock issued for inventory, shares | 150,000 | ||||||||||
Common stock issued for inventory, amount | 75,000 | $ 150 | 0 | 0 | 74,850 | 0 | 0 | 0 | 0 | 0 | 0 |
Prepaid common stock issued for acquisition, shares | 3,800,000 | ||||||||||
Prepaid common stock issued for acquisition, amount | 9,701,000 | $ 3,800 | 0 | 0 | 9,697,200 | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock issued for cash, shares | 2,286,000 | ||||||||||
Common stock issued for cash, amount | 1,158,000 | $ 2,286 | (80,000) | 95,000 | 1,140,714 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | (12,335,545) | $ 0 | 0 | 0 | 0 | (12,335,545) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Aug. 31, 2022 | 50,355,540 | 1 | 304,558 | 747,870 | 207 | 7,774 | |||||
Balance, amount at Aug. 31, 2022 | (53,900) | $ 50,356 | 20,000 | (5,000) | 42,104,418 | (42,224,735) | $ 0 | $ 305 | $ 748 | $ 0 | $ 8 |
Common stock issued for services - related party, shares | 3,615,000 | ||||||||||
Common stock issued for services - related party, amount | 1,518,750 | $ 3,615 | 0 | 0 | 1,515,135 | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock issued for services, shares | 1,640,000 | ||||||||||
Common stock issued for services, amount | 584,150 | $ 1,640 | 0 | 0 | 582,510 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | (10,430,545) | $ 0 | 0 | 0 | 0 | (10,430,545) | 0 | 0 | 0 | 0 | 0 |
Common stock issued for Holcomb and Regreen, shares | 11,459,442 | ||||||||||
Common stock issued for Holcomb and Regreen, amount | 9,867,027 | $ 11,459 | 0 | 0 | 9,855,568 | 0 | 0 | 0 | 0 | 0 | 0 |
Common stock issued for cash and accounts payable, shares | 569,000 | ||||||||||
Common stock issued for cash and accounts payable, amount | 264,500 | $ 569 | (20,000) | 0 | 283,931 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Aug. 31, 2023 | 67,638,982 | 1 | 304,558 | 747,870 | 207 | 7,774 | |||||
Balance, amount at Aug. 31, 2023 | $ 1,749,982 | $ 67,639 | $ 0 | $ (5,000) | $ 54,341,562 | $ (52,655,280) | $ 0 | $ 305 | $ 748 | $ 0 | $ 8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,430,545) | $ (12,335,545) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 692,009 | 986,450 |
Stock based compensation - related party | 1,518,750 | 411,000 |
Impairment expense | 7,049,212 | 9,701,000 |
Debt discount amortization | 69,250 | 0 |
Loss on issuance of convertible debt | 36,242 | 0 |
Early payment penalty | 20,706 | 0 |
Change in fair value of derivative | 50,570 | 0 |
Gain on extinguishment of debt | (151,812) | 0 |
Changes in assets and liabilities: | ||
Receivable-related party | 194,520 | |
Accounts payable | 216,613 | 106,029 |
Accounts payable - related parties | 215,300 | 57,200 |
Due to a related party | (270,185) | 0 |
Customer deposits | 190,000 | 0 |
Accrued interest | 6,210 | 0 |
Net Cash Used in Operating Activities | (593,160) | (1,073,866) |
CASH FLOWS FROM INVESTING ACTIVITIES: | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of shares | 224,500 | 1,158,000 |
Proceeds from debenture | 0 | 20,000 |
Proceeds from loan payable | 100,000 | 0 |
Proceeds from loan payable-related party | 93,011 | 0 |
Repayment of convertible note payable | 0 | 0 |
Net Cash Provided by Financing Activities | 417,511 | 1,178,000 |
Net Change in Cash | (175,649) | 104,134 |
Cash at Beginning of Year | 198,899 | 94,765 |
Cash at End of Year | 23,250 | 198,899 |
Cash paid during the period for: | ||
Interest | 3,055 | 2,767 |
Income taxes | 0 | 0 |
Non Cash Activities | ||
Stock issued for acquisition-Holcomb | 2,725,000 | 0 |
Operating lease | 4,818,471 | 0 |
Stock issued for acquisition-Regreen | $ 7,049,212 | $ 9,071,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Aug. 31, 2023 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000. A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc. The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector. On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020. On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split. On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited. On October 12, 2021, the Company incorporated a majority owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda. On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc. On October 26, 2023, the name of the subsidiary was changed to Astra Biofuels Inc. On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania. On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc. On October 27, 2022, the Company acquired 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC. As at August 31, 2023, the Company has acquired a 28% interest in Regreen Technologies, Inc. in exchange for 7,759,442 common shares of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Principles of Consolidation These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation. Cash and Cash Equivalents The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of August 31, 2023 and 2022. Inventory Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. Leases In February, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the year ended August 31, 2023, the Company has 7,774 potentially dilutive shares from Series A preferred stock and 304,558 potentially dilutive shares from the Series D preferred stock and 20,000 potentially dilutive common shares relating to the Convertible Debenture. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss. 2023 2022 Net Loss $ (10,430,545 ) $ (12,335,445 ) Weighted average shares outstanding, basic and diluted 70,475,577 45,567,354 Net loss per share, basic and diluted $ (0.15 ) $ (0.27 ) The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below: Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Aug. 31, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN As reflected in the accompanying financial statements, the Company has an accumulated deficit of $52,655,280 as of August 31, 2023, and minimal revenue. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to continue as a going concern, the Company is planning to secure its financial capital in various ways. It will finance its operations initially through shareholder loans from the principals and through private placement investment offerings. The Company may decide to finance its project development stage by way of an equity offering by issuing shares or by engaging venture capital firms that invest in early-stage companies. Venture capital firms August do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees. The company will also look to develop a relationship with a bank or banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds. If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital. Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects. |
INVESTMENT
INVESTMENT | 12 Months Ended |
Aug. 31, 2023 | |
INVESTMENT | |
INVESTMENT | NOTE 4 - INVESTMENT The investment of $2,725,000 relates to the acquisition of 50% of the outstanding shares of Astra-Holcomb Energy Systems LLC., a Delaware entity, in exchange for 5 million shares of the Company’s common stock. The value of the acquisition was based on the closing stock price of the Company’s shares on the date of the agreement. Astra-Holcomb Energy Systems LLC holds the exclusive rights to manufacture and distribute the patented Holcomb Energy System In-Line Power Generator. There are no other assets and no liabilities in Astra-Holcomb Energy Systems LLC. There was no impact to the results of operations for the year ended August 31, 2023, as the Company only issued common stock. The valuation of the investment is based on deemed value of patents, the size of the potential market for the technology and numerous expressions of interest to purchase product. If the Company fails to raise the necessary capital to set up manufacturing and distribution, this investment would be at risk and would become subject to impairment in full. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Aug. 31, 2023 | |
OPERATING LEASES | |
OPERATING LEASES | NOTE 5 - OPERATING LEASES The value of these leases is based primarily on engineering studies and letters from government agencies accepting preliminary studies for the installation of renewable energy sources and the provision of Power Purchase Agreements. If the Company fails to raise the necessary capital for the installations of energy and does not receive the Power Purchase Agreements, the total value of these leases would be subject to impairment in full. On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 3.457 Hectares (approximately 8.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $6,914 payable on or before December 1 st On May 10, 2023, Astra Energy Zanzibar Limited entered into a Lease Agreement with Revolutionary Government of Zanzibar, for 80.35 Hectares (approximately 198.5 acres) of land at Kibele South Region of Unguja. The term of the lease is 33 years with yearly lease payments of $160,700 payable on or before December 1 st Balance Sheet Classification August 31, 2023 Asset Operating lease asset Right of use asset $ 4,818,471 Total lease asset $ 4,818,471 Liability Operating lease liability – current portion Current operating lease liability $ 127,460 Operating lease liability – noncurrent portion Long-term operating lease liability 4,691,011 Total lease liability $ 4,818,471 Future Minimum Lease Payments are as Follows: For the year ended August 31: 2024 $ 167,614 2025 167,614 2026 167,614 2027 167,614 2028 167,614 Thereafter 4,693,192 Total payments 5,531,262 Less: imputed interest (712,791 ) Lease liability as of August 31, 2023 $ 4,818,471 |
OTHER RECEIVABLE - RELATED PART
OTHER RECEIVABLE - RELATED PARTY | 12 Months Ended |
Aug. 31, 2023 | |
OTHER RECEIVABLE - RELATED PARTY | |
OTHER RECEIVABLE - RELATED PARTY | NOTE 6 – OTHER RECEIVABLE – RELATED PARTY During the year ended August 31, 2023, the Company advanced $194,520 to Regreen Technologies Inc., a related party. The advance was expensed to business development costs during the year ended August 31, 2023. This offsetting transaction was mutually agreed on and approved by the Company and Regreen. |
DUE TO A RELATED PARTY
DUE TO A RELATED PARTY | 12 Months Ended |
Aug. 31, 2023 | |
DUE TO A RELATED PARTY | |
DUE TO A RELATED PARTY | NOTE 7 – DUE TO A RELATED PARTY During the year ended August 31, 2023, Regreen Technologies Inc., a related party, advanced $270,185 to the Company. The advance was expensed to business development costs during the year ended August 31, 2023. This offsetting transaction was mutually agreed on and approved by the Company and Regreen. |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2023 | |
OTHER RELATED PARTY TRANSACTIONS | |
OTHER RELATED PARTY TRANSACTIONS | NOTE 8 – OTHER RELATED PARTY TRANSACTIONS During the year ended August 31, 2023, the Company entered into a services agreement with the CEO and director of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.10 on the date of the agreement, for total non-cash compensation of $420,000. During the year ended August 31, 2023, the Company entered into a services agreement with the Vice President of a wholly-owned subsidiary, whereby the Company agreed to issue 200,000 common shares. The shares were valued based on the closing stock price of $2.33 on the date of the agreement, for total non-cash compensation of $466,000. During the year ended August 31, 2023, the Vice President received $12,000 cash for services rendered. During the year ended August 31, 2023, the Company entered into a services agreement with the Chief Operating Officer of a wholly-owned subsidiary, whereby the Company agreed to issue 90,000 common shares. The shares were valued based on the closing stock price of $0.25 on the date of the agreement, for total non-cash compensation of $22,500. The COO was entitled to invoice the Company for $12,500 for services for the month of January, 2023. The services agreement was terminated effective February 1, 2023 and the COO has not invoiced the subsidiary for any services. During the year ended August 31, 2023, the Company issued 100,000 common shares to the Corporate Communications Officer pursuant to an agreement dated January 1, 2021. The shares were valued based on the closing stock price of $0.05 on the date of the agreement, for total non-cash compensation of $5,000. This agreement was terminated effective August 31, 2022. During the year ended August 31, 2023, the Company issued 2,000,000 common shares to the President in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $420,000. During the year ended August 31, 2023, the Company issued 1,000,000 common shares to the former CEO of a wholly owned subsidiary in exchange for services. The shares were valued based on the closing stock price of $0.21 on the date of the agreement, for total non-cash compensation of $210,000. During the year ended August 31, 2023, the Company issued 75,000 common shares to a director of the Company in exchange for services. The shares were valued based on the closing stock price of $0.17 on the date of the agreement, for total non-cash compensation of $12,750. During the year ended August 31, 2023, the Company entered into a services agreement with the CEO and director for cash compensation of $10,000 per month commencing December 1, 2022. The term of the agreement is for one year. The Company owes $90,000 to the President at August 31, 2023 (nil – August 31, 2022). During the year ended August 31, 2023, the CEO made total cash advances of $127,011 to the Company for working capital. The Company owes $127,011 to the CEO at August 31, 2023 (nil – August 31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment. During the year ended August 31, 2023, the Company accrued $40,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $9,750 to the CEO at August 31, 2023 ($nil – August 31, 2022). During the year ended August 31, 2023, the CEO of a wholly owned subsidiary made total cash advances of $6,250 to the Company for working capital. The Company owes $6,250 to the CEO at August 31, 2023 (nil – August 31, 2022). The debt is unsecured, non interest bearing and has no terms of repayment. During the year ended August 31, 2023, the Company accrued $60,000 in fees to the President. The Company owes $86,500 to the President at August 31, 2023 ($57,500 – August 31, 2022). During the year ended August 31, 2023, the Company accrued $90,000 in fees to the CEO of a wholly owned subsidiary. The Company owes $90,000 to the CEO at August 31, 2023 ($nil – August 31, 2022). During the year ended August 31, 2023, the Company paid $20,000 in fees to the former CEO of a wholly owned subsidiary. During the year ended August 31, 2023, the Company accrued $24,000 in fees to the Chief Financial Officer. The Company owes $10,750 to the Chief Financial Officer at August 31, 2023 ($nil – August 31, 2022). During the year ended August 31, 2023, the Company accrued $24,000 in fees to the Corporate Secretary. The Company owes $11,500 to the Corporate Secretary at August 31, 2023 ($nil – August 31, 2022). |
LOAN PAYABLE-RELATED PARTY
LOAN PAYABLE-RELATED PARTY | 12 Months Ended |
Aug. 31, 2023 | |
LOAN PAYABLE-RELATED PARTY | |
LOAN PAYABLE-RELATED PARTY | NOTE 9 - LOAN PAYABLE-RELATED PARTY During the year ended August 31, 2023, the CEO advanced $93,011 to repay an outstanding Company loan. The advance from the CEO is unsecured, non-interest bearing and has no repayment terms. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Aug. 31, 2023 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE 10 - NOTE PAYABLE On February 16, 2023, the Company entered into a Loan agreement, wherein the Company promised to pay TTII Strategic Acquisitions & Equity, Inc. $100,000 with interest of 10% per annum on or before February 16, 2024. The loan is secured by a patent held by Regreen Technologies, Inc. |
DEBENTURE PAYABLE
DEBENTURE PAYABLE | 12 Months Ended |
Aug. 31, 2023 | |
DEBENTURE PAYABLE | |
DEBENTURE PAYABLE | NOTE 11 – DEBENTURE PAYABLE On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay the Holders $20,000 with interest of 8% per annum on or before January 11, 2024. The Holders have the right to convert any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. As of August 31, 2023 there was $1,470 interest owing to the Holders. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Aug. 31, 2023 | |
PREFERRED STOCK | |
PREFERRED STOCK | NOTE 12 – PREFERRED STOCK Series A Convertible Preferred The Series A Convertible Preferred have a conversion rate of $0.75 per share and voting rights on an as converted basis. The holders of record of shares of Series A Preferred Stock are entitled to receive, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, dividends at the rate of 8% per annum in shares of our common stock. On January 19, 2022, 8,000 shares of Series A Preferred Stock were cancelled. The shares were cancelled at the direction of the holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding. Series A1 Preferred On April 24, 2020, the Company created and filed a Certificate of Designation for one share of Series A1 Preferred Stock, par value $0.0001. On January 21, 2022, the board of directors of the Company changed the designation of Series A1 by eliminating its conversion and voting rights. On January 13, 2022, the Company and the sole shareholder of the Series A1 Preferred share entered into a share cancellation agreement, whereby, the sole shareholder of the Series A1 Preferred Shares agreed to the cancellation of the one share of Series A1 Preferred Shares issued and outstanding. Series B Preferred The Company has authorized 207 shares of Series B Preferred Stock. The conversion rights of Series Preferred B were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series B shares are not entitled to dividends or liquidation preferences and have no voting rights. Series C Preferred The Company has authorized 1,000,000 shares of Series C Preferred Stock. Each share of Series C is convertible into one fully paid and nonassessable share of our common stock at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted. Series D Preferred The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that August affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares August, at the holder’s option, elect to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of (i) the stated value ($40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price, which initially is $0.80 per share, subject to certain adjustments. In the event of our liquidation, dissolution or winding up, the holders shall be entitled to receive, out of the assets of the Company available for distribution, an amount equal to the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Aug. 31, 2023 | |
COMMON STOCK | |
COMMON STOCK | NOTE 13 – COMMON STOCK During the year ended August 31, 2022, the Company issued 200,000 common shares at a price of $0.90 per share in exchange for services for total non-cash compensation of $180,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 500,000 common shares at a price of $0.78 per share in exchange for services for total non-cash compensation of $390,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 70,000 common shares at a price of $1.06 per share in exchange for services for total non-cash compensation of $74,200. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services for total non-cash compensation of $25,500. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 25,000 common shares at a price of $0.53 per share in exchange for services for total non-cash compensation of $13,250. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 50,000 common shares at a price of $1.00 per share in exchange for services for total non-cash compensation of $50,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 100,000 common shares at a price of $2.28 per share in exchange for services for total non-cash compensation of $228,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 50,000 common shares at a price of $0.51 per share in exchange for services for total non-cash compensation of $25,500. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2022, the Company issued 150,000 common shares at a price of $0.50 per share in exchange for inventory. The shares were valued based on the price at which the Company was completing private placements and upon mutual agreement by the Company and the creditor. During the year ended August 31, 2022, the Company sold 2,286,000 Units of its common stock at $0.50, for total cash proceeds of $1,143,000. During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock at $0.50 per unit for total cash proceeds of $284,500. During the year ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $60,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $287,500. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 50,000 common shares in exchange for services for total non-cash compensation of $15,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 240,000 common shares in exchange for services for total non-cash compensation of $50,400. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 50,000 common shares in exchange for services for total non-cash compensation of $8,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 200,000 common shares in exchange for services for total non-cash compensation of $28,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $8,250. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 250,000 common shares in exchange for services for total non-cash compensation of $31,250. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 75,000 common shares in exchange for services for total non-cash compensation of $15,750. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 100,000 common shares in exchange for services for total non-cash compensation of $40,000. The shares were valued based on the closing stock price on the date of the agreement. During the year ended August 31, 2023, the Company issued 5,000,000 common shares at a price of $0.545 per share in exchange for a 50% interest in Astra-Holcomb Energy Systems Inc. The shares were valued based on the closing price at the date of agreement. During the year ended August 31, 2022, the Company issued 11,300,000 common shares in exchange for an interest in Regreen Technologies Inc. The shares were valued based on the closing price at the date of agreements. 10 million shares are being held in escrow pending certain performance criteria. There is uncertainty as to the performance criteria being met and the Company has written down the value of the shares issued to zero as an impairment loss of $9,701,000. During the year ended August 31, 2023, the Company issued 6,459,442 common shares at an average price of $1.05 per share in exchange for a 9.5% interest in Regreen Technologies Inc. The shares were valued based on the closing price at the date of agreement. There is uncertainty as to future value of Regreen Technologies shares and the Company has written down the value of the shares issued to zero as an impairment loss of $7,049,212. Refer to Note 8 for related party transactions. |
STOCK SUBSCRIPTIONS RECEIVABLE
STOCK SUBSCRIPTIONS RECEIVABLE | 12 Months Ended |
Aug. 31, 2023 | |
STOCK SUBSCRIPTIONS RECEIVABLE | |
STOCK SUBSCRIPTIONS RECEIVABLE | NOTE 14 – STOCK SUBSCRIPTIONS RECEIVABLE During the year ended August 31, 2022, the Company issued 10,000 common shares pursuant to a Share Subscription Agreement in exchange for $5,000. The shares are included in the total number of shares issued and outstanding at August 31, 2023. |
WARRANTS
WARRANTS | 12 Months Ended |
Aug. 31, 2023 | |
WARRANTS | |
WARRANTS | NOTE 15 – WARRANTS During the year ended August 31, 2023, the Company sold 569,000 Units of its common stock. Each Unit consists of one common share and one warrant to purchase one additional share of common stock. The aggregate fair value of the 569,000 warrants, totaled $132,250 based on the Black Scholes Merton pricing model. The value of the warrants has been netted against the proceeds of the offering and accounted for in additional paid in capital. The Warrants must be exercised at the earlier of two years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five consecutive trading days. A summary of quantitative information about significant unobservable inputs used to measure the fair value of the warrants is as follows: Inputs Stock price $ 0.45 – 2.20 Exercise price $ 1.00 Volatility (annual) 657.8%-769.9 % Risk-free rate 4.38 % Dividend rate — Years to maturity 2.00 Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Intrinsic Value Outstanding, August 31, 2021 — — — Issued 2,326,000 $ 1.00 2.00 Cancelled — $ — — Exercised — $ — — Outstanding, August 31, 2022 2,326,000 $ 1.00 1.51 Issued 569,000 $ 1.00 2.00 Cancelled — $ — — Exercised — $ — — Outstanding, August 31, 2023 2,895,000 $ 1.00 0.56 $ — |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Aug. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 16 – INCOME TAXES At August 31, 2023, the Company had net operating loss carry forwards of approximately $7,529,000 that may be offset against future taxable income. No tax benefit has been reported in the August 31, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018. The provision for Federal income tax consists of the following for the years ended August 31, 2023 or 2022: 2023 2022 Federal income tax benefit attributable to: Current operations $ 699,000 $ 553,000 Less: valuation allowance (699,000 ) (553,000 ) Net provision for Federal income taxes $ — $ — The cumulative tax effect at the expected rate of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted) of significant items comprising our net deferred tax amount is as follows as of August 31, 2023 or 2022: 2023 2022 Deferred Tax Assets: NOL Carryover $ 7,529,000 $ 6,830,000 Less valuation allowance (7,529,000 ) (6,830,000 ) Net deferred tax assets $ — $ — Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards August be limited as to use in future years. The Company is evaluating the effects of its recent change in ownership on its NOL. ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of August 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions. |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Aug. 31, 2023 | |
RESTATEMENT | |
RESTATEMENT | NOTE 17 – RESTATEMENT The financial statements for the year ended August 31, 2022, are being restated to correct the accounting for the issuance of shares of common stock for the potential acquisition of an interest in Regreen Technologies, Inc. The reporting of the value of the shares as a prepaid asset has been restated as an impairment loss. Per ASC 250-10 Accounting Changes and Error Corrections, the August 31, 2022 financial statements have been restated for the following. August 31, 2022 As Reported Adjusted As Restated ASSETS Current assets: Cash $ 198,899 $ — $ 198,899 Prepaid stock for acquisition 27,026,000 (27,026,000 ) - Other receivable-related party 194,520 — 194,520 Total Assets $ 27,419,419 $ (27,026,000 ) $ 393,419 LIABILITIES & STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 49,344 $ — $ 49,344 Accounts payable- related parties 107,200 — 107,200 Due to a related party 270,185 — 270,185 Accrued interest payable 630 — 630 Debenture payable 20,000 — 20,000 Total Liabilities 447,359 — 447,359 Stockholders' Deficit: Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding 8 — 8 Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding - — — Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding 748 — 748 Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding 305 — 305 Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding — — — Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023 57,856 (7,500 ) 50,356 Stock subscriptions receivable (Note 13) (5,000 ) — (5,000 ) Common stock to be issued 20,000 — 20,000 Additional paid-in capital 59,421,878 (17,317,500 ) 42,104,378 Accumulated deficit (32,523,735 ) (9,701,000 ) (42,224,735 ) Total Stockholders’ Equity 26,972,060 (27,026,000 ) (53,940 ) Total Liabilities and Stockholders’ Equity $ 27,419,419 $ (27,026,000 ) $ 393,419 Statement of Operations for the year ended August 31, 2022 As Reported Adjusted As Restated Revenue $ 25,000 $ — $ 25,000 Operating expenses General and administrative 179,132 — 179,132 Inventory impairment 75,000 - 75,000 Business development 712,683 - 712,683 Consulting-related party 60,000 - 60,000 Executive compensation 1,034,450 - 1,034,450 Stock compensation-consulting 595,500 - 595,500 Total operating expenses 2,656,765 - 2,656,765 Loss from operations (2,631,765 ) - (2,631,765 ) Other Income (Expense) Foreign exchange (13 ) $ — $ (13 ) Interest expense (2,767 ) — (2,767 ) Impairment loss - (9,701,000 ) (9,701,000 ) Total other expense (2,780 ) (9,701,000 ) (9,703,780 ) Loss before provision for income taxes (2,634,545 ) (9,701,000 ) (12,335,545 ) Provision for income taxes - — - Net loss (2,634,545 ) (9,701,000 ) (12,335,545 ) Net loss per share, basic and diluted (0.06 ) - (0.27 ) Weighted average shares outstanding, basic and diluted 70,475,577 - 45,567,354 Consolidated Statement of Cash Flow for the year ended August 31, 2022 As Reported Adjusted As Restated Net loss $ (2,635,545 ) $ (9,701,000 ) $ (12,335,545 ) Adjustments to reconcile net loss to net cash Impairment loss - 9,701,000 9,701,000 Consolidated Statement of Stockholders Deficit for the year ended August 31, 2022 Prepaid Common stock issued for acquisition As Reported Adjusted As Restated Common Stock - Shares 11,300,000 (7,500,000 ) 3,800,000 Common Stock - Amount $ 11,300 $ (7,500 ) $ 3,800 Additional Paid-In Capital $ 27,014,700 (17,317,500 ) 9,697,200 Total $ 27,026,000 (17,325,000 ) 9,701,000 Net loss As Reported Adjusted As Restated Accumulated Deficit $ (2,634,545 ) (9,701,000 ) (12,335,545 ) Balance, August 31, 2022 As Reported Adjusted As Restated Additional Paid-In Capital $ 59,421,878 (17,317,460 ) 42,104,418 Accumulated deficit $ (32,523,735 ) (9,701,000 ) (42,224,735 ) Total $ 26,972,060 (27,025,960 ) (53,900 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Subsequent events include those occurring through to January 15, 2024. On September 15, 2023, Robert Holcomb was appointed to the Board of Directors During the quarter ended November 30, 2023, the Company issued 5,000,000 common shares in exchange for the exclusive, global rights to manufacture the Holcomb In-Line Power Generator. During the quarter ended November 30, 2023, the Company issued 125,000 common shares in exchange for services. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Principles of Consolidation | These financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) which the Company controls. For accounting purposes, control is established by an investor when it is exposed to, or has rights to, variable returns from its involvement with the entity and when it can affect those returns through its power over the entity. All inter-company balances and transactions are eliminated upon consolidation. |
Cash and Cash Equivalents | The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of August 31, 2023 and 2022. |
Leases | In February, 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Inventory | Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. |
Stock-based Compensation | We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718) |
Revenue Recognition | The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: · Identification of a contract with a customer; · Identification of the performance obligations in the contract; · Determination of the transaction price; · Allocation of the transaction price to the performance obligations in the contract; and · Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. |
Net income (loss) per common share | Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the year ended August 31, 2023, the Company has 7,774 potentially dilutive shares from Series A preferred stock and 304,558 potentially dilutive shares from the Series D preferred stock and 20,000 potentially dilutive common shares relating to the Convertible Debenture. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss. 2023 2022 Net Loss $ (10,430,545 ) $ (12,335,445 ) Weighted average shares outstanding, basic and diluted 70,475,577 45,567,354 Net loss per share, basic and diluted $ (0.15 ) $ (0.27 ) The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below: Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. Level 3: Level 3 inputs are unobservable inputs. |
Recently Issued Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Net income (loss) per common share | 2023 2022 Net Loss $ (10,430,545 ) $ (12,335,445 ) Weighted average shares outstanding, basic and diluted 70,475,577 45,567,354 Net loss per share, basic and diluted $ (0.15 ) $ (0.27 ) |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
OPERATING LEASES | |
Schedule of yearly lease payments | Balance Sheet Classification August 31, 2023 Asset Operating lease asset Right of use asset $ 4,818,471 Total lease asset $ 4,818,471 Liability Operating lease liability – current portion Current operating lease liability $ 127,460 Operating lease liability – noncurrent portion Long-term operating lease liability 4,691,011 Total lease liability $ 4,818,471 |
Schedule of Future Minimum Lease Payments | For the year ended August 31: 2024 $ 167,614 2025 167,614 2026 167,614 2027 167,614 2028 167,614 Thereafter 4,693,192 Total payments 5,531,262 Less: imputed interest (712,791 ) Lease liability as of August 31, 2023 $ 4,818,471 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
WARRANTS | |
Summary of quantitative information | Inputs Stock price $ 0.45 – 2.20 Exercise price $ 1.00 Volatility (annual) 657.8%-769.9 % Risk-free rate 4.38 % Dividend rate — Years to maturity 2.00 |
Schedule of outstanding granted | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Intrinsic Value Outstanding, August 31, 2021 — — — Issued 2,326,000 $ 1.00 2.00 Cancelled — $ — — Exercised — $ — — Outstanding, August 31, 2022 2,326,000 $ 1.00 1.51 Issued 569,000 $ 1.00 2.00 Cancelled — $ — — Exercised — $ — — Outstanding, August 31, 2023 2,895,000 $ 1.00 0.56 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
INCOME TAXES | |
Schedule of Federal income tax | 2023 2022 Federal income tax benefit attributable to: Current operations $ 699,000 $ 553,000 Less: valuation allowance (699,000 ) (553,000 ) Net provision for Federal income taxes $ — $ — |
Schedule of net deferred tax | 2023 2022 Deferred Tax Assets: NOL Carryover $ 7,529,000 $ 6,830,000 Less valuation allowance (7,529,000 ) (6,830,000 ) Net deferred tax assets $ — $ — |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Aug. 31, 2023 | |
RESTATEMENT | |
Schedule of Restatement of financial statements | August 31, 2022 As Reported Adjusted As Restated ASSETS Current assets: Cash $ 198,899 $ — $ 198,899 Prepaid stock for acquisition 27,026,000 (27,026,000 ) - Other receivable-related party 194,520 — 194,520 Total Assets $ 27,419,419 $ (27,026,000 ) $ 393,419 LIABILITIES & STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 49,344 $ — $ 49,344 Accounts payable- related parties 107,200 — 107,200 Due to a related party 270,185 — 270,185 Accrued interest payable 630 — 630 Debenture payable 20,000 — 20,000 Total Liabilities 447,359 — 447,359 Stockholders' Deficit: Series A Preferred stock, par $0.001, 8,000,000 shares authorized; 7,774 shares issued and outstanding 8 — 8 Series B Preferred stock, par $0.00001, 100,000 shares authorized; 207 shares issued and outstanding - — — Series C Preferred stock, par $0.001, 1,000,000 shares authorized; 747,870 shares issued and outstanding 748 — 748 Series D Preferred stock, par $0.001, 380,000 shares authorized; 304,558 shares issued and outstanding 305 — 305 Series A1 Preferred stock, par $0.001, 1 share authorized; 1 share issued and outstanding — — — Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023 57,856 (7,500 ) 50,356 Stock subscriptions receivable (Note 13) (5,000 ) — (5,000 ) Common stock to be issued 20,000 — 20,000 Additional paid-in capital 59,421,878 (17,317,500 ) 42,104,378 Accumulated deficit (32,523,735 ) (9,701,000 ) (42,224,735 ) Total Stockholders’ Equity 26,972,060 (27,026,000 ) (53,940 ) Total Liabilities and Stockholders’ Equity $ 27,419,419 $ (27,026,000 ) $ 393,419 |
Schedule of Restatement of Statement of Operations | As Reported Adjusted As Restated Revenue $ 25,000 $ — $ 25,000 Operating expenses General and administrative 179,132 — 179,132 Inventory impairment 75,000 - 75,000 Business development 712,683 - 712,683 Consulting-related party 60,000 - 60,000 Executive compensation 1,034,450 - 1,034,450 Stock compensation-consulting 595,500 - 595,500 Total operating expenses 2,656,765 - 2,656,765 Loss from operations (2,631,765 ) - (2,631,765 ) Other Income (Expense) Foreign exchange (13 ) $ — $ (13 ) Interest expense (2,767 ) — (2,767 ) Impairment loss - (9,701,000 ) (9,701,000 ) Total other expense (2,780 ) (9,701,000 ) (9,703,780 ) Loss before provision for income taxes (2,634,545 ) (9,701,000 ) (12,335,545 ) Provision for income taxes - — - Net loss (2,634,545 ) (9,701,000 ) (12,335,545 ) Net loss per share, basic and diluted (0.06 ) - (0.27 ) Weighted average shares outstanding, basic and diluted 70,475,577 - 45,567,354 |
Schedule of Consolidated Statement of Cash Flow | As Reported Adjusted As Restated Net loss $ (2,635,545 ) $ (9,701,000 ) $ (12,335,545 ) Adjustments to reconcile net loss to net cash Impairment loss - 9,701,000 9,701,000 |
Schedule of Common stock issued for acquisition | As Reported Adjusted As Restated Common Stock - Shares 11,300,000 (7,500,000 ) 3,800,000 Common Stock - Amount $ 11,300 $ (7,500 ) $ 3,800 Additional Paid-In Capital $ 27,014,700 (17,317,500 ) 9,697,200 Total $ 27,026,000 (17,325,000 ) 9,701,000 |
Schedule of Net loss | As Reported Adjusted As Restated Accumulated Deficit $ (2,634,545 ) (9,701,000 ) (12,335,545 ) |
Schedule of Balance Amount | As Reported Adjusted As Restated Additional Paid-In Capital $ 59,421,878 (17,317,460 ) 42,104,418 Accumulated deficit $ (32,523,735 ) (9,701,000 ) (42,224,735 ) Total $ 26,972,060 (27,025,960 ) (53,900 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2023 | Oct. 27, 2022 | Aug. 31, 2023 | |
Astra Holcomb Energy System LLC [Member] | |||
Common stock issued in exchange | 5,000,000 | ||
October 27, 2022 | Astra Holcomb Energy System LLC [Member] | |||
Outstanidng share acquisition percentage | 50% | ||
Common stock issued in exchange | 5,000,000 | ||
August 31, 2023 [Member] | Regreen Technologies [Member] | |||
Outstanidng share acquisition percentage | 28% | ||
Common stock issued in exchange | 7,759,442 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Net Loss | $ (10,430,545) | $ (12,335,445) |
Weighted average shares outstanding, basic and diluted | 70,475,577 | 45,567,354 |
Net loss per share, basic and diluted | $ (0.15) | $ (0.27) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Aug. 31, 2023 shares | |
Series A Preferred Stock [Member] | |
Potentially dilutive shares | 7,774 |
Series D Preferred Stock [Member] | |
Potentially dilutive shares | 304,558 |
Convertible Debenture | |
Potentially dilutive shares | 20,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
GOING CONCERN | ||
Accumulated deficit | $ (52,655,280) | $ (42,224,735) |
INVESTMENT IN SUBSIDIARY (Detai
INVESTMENT IN SUBSIDIARY (Details Narrative) - USD ($) shares in Millions | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Investment in subsidiary | $ 2,725,000 | $ 0 |
Astra Holcomb Energy System LLC [Member] | ||
Acquisition of common stock, shares | 5 | |
Investment in subsidiary | $ 2,725,000 | |
Acquisition ownership percentage of outstanding shares | 50% |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Operating lease asset | $ 4,818,471 | $ 0 |
Operating lease liability - current portion | 127,460 | 0 |
Operating lease liability - noncurrent portion | 4,691,011 | $ 0 |
Total lease liability | 4,818,471 | |
Lease Agreement [Member] | ||
Operating lease asset | 4,818,471 | |
Total lease asset | 4,818,471 | |
Operating lease liability - current portion | 127,460 | |
Operating lease liability - noncurrent portion | 4,691,011 | |
Total lease liability | $ 4,818,471 |
OPERATING LEASES (Details1)
OPERATING LEASES (Details1) | Aug. 31, 2023 USD ($) |
OPERATING LEASES | |
2024 | $ 167,614 |
2025 | 167,614 |
2026 | 167,614 |
2027 | 167,614 |
2028 | 167,614 |
Thereafter | 4,693,192 |
Total payments | 5,531,262 |
Less imputed interest | (712,791) |
Lease liability | $ 4,818,471 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | May 10, 2023 USD ($) a |
Revolutionary Government of Zanzibar One [Member] | |
Term of the lease | 33 years |
Lease payments | $ 160,700 |
Lease Agreement area | a | 198.5 |
Revolutionary Government Of Zanzibar Member | |
Term of the lease | 33 years |
Lease payments | $ 6,914 |
OTHER RECEIVABLE RELATED PARTY
OTHER RECEIVABLE RELATED PARTY (Details Narrative) | 12 Months Ended |
Aug. 31, 2022 USD ($) | |
OTHER RECEIVABLE RELATED PARTY (Details Narrative) | |
Other receivable - related party | $ (194,520) |
DUE TO A RELATED PARTY (Details
DUE TO A RELATED PARTY (Details Narrative) | Aug. 31, 2023 USD ($) |
Regreen Technologies Inc [Member] | |
Due to a related party | $ 270,185 |
OTHER RELATED PARTY TRANSACTI_2
OTHER RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Common stock, shares issued | 200,000 | |
Common stock shared value | $ 2.10 | |
Non cash compensation | $ 420,000 | |
Corporate Secretary [Member] | ||
Proceeds from related party | 11,500 | $ 0 |
Fees accrued | 24,000 | |
CEO Of Wholly Owned Subsdiary [Member] | ||
Amounts owed by the company | 9,750 | 0 |
Fees accrued | 40,000 | |
Service Agreement With CEO [Member] | ||
Proceeds from related party | 90,000 | 0 |
Cash Compensation | 10,000 | |
CEO One [Member] | ||
Proceeds from related party | 127,011 | 0 |
Total cash advances | 127,011 | |
CEO Of Wholly Owned Subsdiary One [Member] | ||
Proceeds from related party | 6,250 | 0 |
Total cash advances | $ 6,250 | |
Vice President [Member] | ||
Common stock, shares issued | 200,000 | |
Common stock shared value | $ 2.33 | |
Non cash compensation | $ 466,000 | |
Received cash | $ 12,000 | |
Chief Operating Officer [Member] | ||
Common stock, shares issued | 90,000 | |
Common stock shared value | $ 0.25 | |
Non cash compensation | $ 22,500 | |
Services agreement invoice | $ 12,500 | |
Corporate Communications Officer [Member] | ||
Common stock, shares issued | 100,000 | |
Common stock shared value | $ 0.05 | |
Non cash compensation | $ 5,000 | |
President [Member] | ||
Common stock, shares issued | 2,000,000 | |
Common stock shared value | $ 0.21 | |
Non cash compensation | $ 420,000 | |
Proceeds from related party | 86,500 | 57,500 |
Fees accrued | $ 60,000 | |
CEO [Member] | ||
Common stock, shares issued | 1,000,000 | |
Common stock shared value | $ 0.21 | |
Non cash compensation | $ 210,000 | |
Proceeds from related party | 90,000 | 0 |
Fees accrued | 90,000 | |
Fees paid | 20,000 | |
Chief Financial Officer [Member] | ||
Proceeds from related party | 10,750 | $ 0 |
Fees accrued | $ 24,000 | |
Director Of The Company [Member] | ||
Common stock, shares issued | 75,000 | |
Common stock shared value | $ 0.17 | |
Non cash compensation | $ 12,750 |
LOAN PAYABLE-RELATED PARTY (Det
LOAN PAYABLE-RELATED PARTY (Details Narrative) | Aug. 31, 2023 USD ($) |
Loan payable-related party | $ 93,011 |
CEO [Member] | Unsecured Debt [Member] | |
Loan payable-related party | $ 93,011 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | Feb. 16, 2023 USD ($) |
NOTE PAYABLE | |
Note payable | $ 100,000 |
Interst rate | 10% |
DEBENTURE PAYABLE (Details Narr
DEBENTURE PAYABLE (Details Narrative) - USD ($) | Jan. 11, 2022 | Aug. 31, 2023 |
DEBENTURE PAYABLE | ||
Interest amount owed to the holders of convertible debenture | $ 1,470 | |
Debt interest rate | 8% | |
Conversion price | $ 1 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Jan. 19, 2022 | Aug. 31, 2023 | Aug. 31, 2022 | Apr. 24, 2020 | |
Cancelled Shares | 8,000 | |||
Description of liquidation | the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock | |||
Series C Preferred Stock [Member] | ||||
Conversion price | $ 1.20 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Exercised term | 5 years | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series B Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||
Exercised term | 5 years | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Series A1 Preferred Stocks [Member] | ||||
Preferred stock, shares authorized | 1 | 1 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.0001 | |
Series D Preferred Stock [Member] | ||||
Preferred stock stated value | 40 | |||
Conversion price | $ 0.80 | |||
Preferred stock, shares authorized | 380,000 | 380,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series A Convertible Preferred [Member] | ||||
Conversion price | $ 0.75 | |||
Preferred stock dividends rate | 8% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Number of share sold during quarter | 569,000 | 2,286,000 |
Shares price | $ 0.50 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Cash proceeds | $ 284,500 | $ 1,143,000 |
Non-cash compensation | 692,009 | $ 986,450 |
Impairment loss | $ 7,049,212 | |
Regreen Technologies Inc [Member] | ||
Common share issued | 6,459,442 | 11,300,000 |
Average shares price | $ 1.05 | |
Interest rate | 9.50% | |
Closing price shares | 10,000,000 | |
Impairment loss | $ 9,701,000 | |
Stock 1 [Member] | ||
Common share issued | 200,000 | |
Shares price | $ 0.90 | |
Common stock, par value | $ 0.50 | |
Non-cash compensation | $ 180,000 | |
Stock 2 [Member] | ||
Common share issued | 100,000 | 500,000 |
Shares price | $ 0.78 | |
Non-cash compensation | $ 60,000 | $ 390,000 |
Stock 3 [Member] | ||
Common share issued | 250,000 | 70,000 |
Shares price | $ 1.06 | |
Non-cash compensation | $ 287,500 | $ 74,200 |
Stock 4 [Member] | ||
Common share issued | 50,000 | 50,000 |
Shares price | $ 0.51 | |
Non-cash compensation | $ 15,000 | $ 25,500 |
Stock 5 [Member] | ||
Common share issued | 240,000 | 25,000 |
Shares price | $ 0.53 | |
Non-cash compensation | $ 50,400 | $ 13,250 |
Stock 6 [Member] | ||
Common share issued | 50,000 | 50,000 |
Shares price | $ 1 | |
Non-cash compensation | $ 8,000 | $ 50,000 |
Stock 7 [Member] | ||
Common share issued | 250,000 | 100,000 |
Shares price | $ 2.28 | |
Non-cash compensation | $ 40,000 | $ 228,000 |
Stock 8 [Member] | ||
Common share issued | 200,000 | 50,000 |
Shares price | $ 0.51 | |
Non-cash compensation | $ 28,000 | $ 25,500 |
Stock 9 [Member] | ||
Common share issued | 75,000 | 150,000 |
Shares price | $ 0.50 | |
Non-cash compensation | $ 8,250 | |
Stock 10 [Member] | ||
Common share issued | 250,000 | |
Non-cash compensation | $ 31,250 | |
Stock 11 [Member] | ||
Common share issued | 75,000 | |
Non-cash compensation | $ 15,750 | |
Stock 12 [Member] | ||
Common share issued | 100,000 | |
Non-cash compensation | $ 40,000 | |
Stock 13 [Member] | ||
Common share issued | 5,000,000 | |
Common stock, par value | $ 0.545 |
STOCK SUBSCRIPTIONS RECEIVABLE
STOCK SUBSCRIPTIONS RECEIVABLE (Details Narrative) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
STOCK SUBSCRIPTIONS RECEIVABLE | ||
Subscription receivable, amount | $ 5,000 | $ 5,000 |
Subscription receivable, share | 10,000 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Aug. 31, 2023 $ / shares | |
Exercise price | $ 1 |
Risk-free rate | 4.38% |
Dividend rate | 0% |
Years to maturity | 2 years |
Maximum [Member] | |
Stock price | $ 2.20 |
Volatility (annual) | 769.90% |
Minimum [Member] | |
Stock price | $ 0.45 |
Volatility (annual) | 657.80% |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
WARRANTS | ||
Number of Warrants, Outstanding, beginning | 2,326,000 | |
Number of Warrants, Issued | 569,000 | 2,326,000 |
Number of Warrants, Outstanding, ending | 2,895,000 | 2,326,000 |
Weighted Average Exercise Price, Oustanding, beginning | $ 1 | |
Weighted Average Exercise Price, Issued | 1 | $ 1 |
Weighted Average Exercise Price, Oustanding, ending | $ 1 | $ 1 |
Weighted Average Remaining Contract Term Outstanding, beginning term | 1 year 6 months 4 days | |
Weighted Average Remaining Contract Term, Issued | 2 years | 2 years |
Weighted Average Remaining Contract Term Outstanding, ending | 6 months 21 days | 1 year 6 months 3 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Scenario 1 [Member] | 12 Months Ended |
Aug. 31, 2023 USD ($) shares | |
Warrants sold | 569,000 |
Number of warrants | 569,000 |
Aggregate fair value of warrants sold | $ | $ 132,250 |
Warrant exercise description | The Warrants must be exercised at the earlier of two years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five consecutive trading days. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | 24 Months Ended |
Aug. 31, 2023 | Aug. 31, 2022 | |
Federal income tax expense benefit attributable to | ||
Current operations | $ 699,000 | $ 553,000 |
Less:valuation allowance | (699,000) | (553,000) |
Net provision for federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Deferred tax assets | ||
NOL carryover | $ 7,529,000 | $ 6,830,000 |
Less valuation allowance | (7,529,000) | (6,830,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Aug. 31, 2023 | Aug. 31, 2022 | |
INCOME TAXES | |||
Net operating loss carryforward | $ 7,529,000 | $ 6,830,000 | |
U.S. federal corporate income tax rate | 21% | ||
Cumulative tax effect at the expected rate | 21% |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 | Aug. 31, 2021 |
Cash | $ 23,250 | $ 198,899 | |
Other receivable-related party | 0 | 194,520 | |
Total Assets | 7,566,721 | 393,419 | |
Accounts payable | 265,917 | 49,344 | |
Accrued interest payable | 6,840 | 630 | |
Total Liabilities | 5,816,739 | 447,359 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023 | 67,639 | 50,356 | |
Stock subscriptions receivable | (5,000) | (5,000) | |
Common stock to be issued | 0 | 20,000 | |
Additional paid-in capital | 54,341,562 | 42,104,418 | |
Accumulated deficit | (52,655,280) | (42,224,735) | |
Total Stockholders' Equity | 1,749,982 | (53,900) | $ (49,805) |
Total Liabilities and Stockholders' Equity | 7,566,721 | 393,419 | |
Total Liabilities and Stockholders' Equity | (7,566,721) | (393,419) | |
Series A Preferred Stock [Member] | |||
Preferred stock value | 8 | 8 | |
Series B Preferred Stock [Member] | |||
Preferred stock value | 0 | 0 | |
Series C Preferred Stock [Member] | |||
Preferred stock value | 748 | 748 | |
Series D Preferred Stock [Member] | |||
Preferred stock value | 305 | 305 | |
As Reported [Member] | |||
Cash | 198,899 | ||
Prepaid stock for acquisition | 27,026,000 | ||
Other receivable-related party | 194,520 | ||
Total Assets | 27,419,419 | ||
Accounts payable | 49,344 | ||
Accounts payable- related parties | 107,200 | ||
Due to a related party | 270,185 | ||
Accrued interest payable | 630 | ||
Debenture payable | 20,000 | ||
Total Liabilities | 447,359 | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023 | 57,856 | ||
Stock subscriptions receivable | (5,000) | ||
Common stock to be issued | 20,000 | ||
Additional paid-in capital | 59,421,878 | ||
Accumulated deficit | (2,634,545) | (32,523,735) | |
Total Stockholders' Equity | 26,972,060 | ||
Total Liabilities and Stockholders' Equity | 27,419,419 | ||
Total Liabilities and Stockholders' Equity | (27,419,419) | ||
As Reported [Member] | Series A Preferred Stock [Member] | |||
Preferred stock value | 8 | ||
As Reported [Member] | Series B Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
As Reported [Member] | Series C Preferred Stock [Member] | |||
Preferred stock value | 748 | ||
As Reported [Member] | Series D Preferred Stock [Member] | |||
Preferred stock value | 305 | ||
As Reported [Member] | Series A1 Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
Adjusted [Member] | |||
Cash | 0 | ||
Prepaid stock for acquisition | (27,026,000) | ||
Other receivable-related party | 0 | ||
Total Assets | 27,026,000 | ||
Accounts payable | 0 | ||
Accounts payable- related parties | 0 | ||
Due to a related party | 0 | ||
Accrued interest payable | 0 | ||
Debenture payable | 0 | ||
Total Liabilities | 0 | ||
Stock subscriptions receivable | 0 | ||
Common stock to be issued | 0 | ||
Additional paid-in capital | (17,317,500) | ||
Accumulated deficit | (9,701,000) | (9,701,000) | |
Total Stockholders' Equity | (27,026,000) | ||
Total Liabilities and Stockholders' Equity | 27,026,000 | ||
Total Liabilities and Stockholders' Equity | (27,026,000) | ||
Adjusted [Member] | Series A Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
Adjusted [Member] | Series B Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
Adjusted [Member] | Series C Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
Adjusted [Member] | Series D Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
Adjusted [Member] | Series A1 Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
As Restated [Member] | |||
Cash | 198,899 | ||
Other receivable-related party | 194,520 | ||
Total Assets | 393,419 | ||
Accounts payable | 49,344 | ||
Accounts payable- related parties | 107,200 | ||
Due to a related party | 270,185 | ||
Accrued interest payable | 630 | ||
Debenture payable | 20,000 | ||
Total Liabilities | 447,359 | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 57,855,540 and 50,355,540 shares issued and outstanding, respectively, as of February 28, 2023 | 50,356 | ||
Stock subscriptions receivable | (5,000) | ||
Common stock to be issued | 20,000 | ||
Additional paid-in capital | 42,104,378 | ||
Accumulated deficit | $ (12,335,545) | (42,224,735) | |
Total Stockholders' Equity | (53,940) | ||
Total Liabilities and Stockholders' Equity | 393,419 | ||
Total Liabilities and Stockholders' Equity | (393,419) | ||
As Restated [Member] | Series A Preferred Stock [Member] | |||
Preferred stock value | 8 | ||
As Restated [Member] | Series B Preferred Stock [Member] | |||
Preferred stock value | 0 | ||
As Restated [Member] | Series C Preferred Stock [Member] | |||
Preferred stock value | 748 | ||
As Restated [Member] | Series D Preferred Stock [Member] | |||
Preferred stock value | 305 | ||
As Restated [Member] | Series A1 Preferred Stock [Member] | |||
Preferred stock value | $ 0 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Revenue | $ 0 | $ 25,000 |
General and administrative | 127,037 | 179,132 |
Inventory impairment | 0 | 75,000 |
Business development | 819,715 | 712,683 |
Consulting - related party | 3,460 | 60,000 |
Executive compensation | 1,693,250 | 1,034,450 |
Stock compensation-consulting | 701,612 | 595,500 |
Total operating expenses | 3,345,074 | 2,656,765 |
Loss from operations | (3,345,074) | (2,631,765) |
Foreign exchange | 2,208 | (13) |
Interest expense | (13,510) | (2,767) |
Impairment loss | (7,049,213) | (9,701,000) |
Total other expense | (7,085,471) | (9,703,780) |
Loss before provision for income taxes | (10,430,545) | (12,335,545) |
Provision for income taxes | 0 | 0 |
Net Loss | $ 10,430,545 | $ 12,335,545 |
Net loss per share, basic and diluted | $ (0.15) | $ (0.27) |
Weighted average shares outstanding, basic and diluted | 70,475,577 | 45,567,354 |
As Reported [Member] | ||
Revenue | $ 25,000 | |
General and administrative | 179,132 | |
Inventory impairment | 75,000 | |
Business development | 712,683 | |
Consulting - related party | 60,000 | |
Executive compensation | 1,034,450 | |
Stock compensation-consulting | 595,500 | |
Total operating expenses | 2,656,765 | |
Loss from operations | (2,631,765) | |
Foreign exchange | (13) | |
Interest expense | (2,767) | |
Impairment loss | 0 | |
Total other expense | (2,780) | |
Loss before provision for income taxes | (2,634,545) | |
Provision for income taxes | 0 | |
Net Loss | $ (2,634,545) | |
Net loss per share, basic and diluted | $ (0.06) | |
Weighted average shares outstanding, basic and diluted | 70,475,577 | |
Adjusted [Member] | ||
Revenue | $ 0 | |
General and administrative | 0 | |
Inventory impairment | 0 | |
Business development | 0 | |
Consulting - related party | 0 | |
Executive compensation | 0 | |
Stock compensation-consulting | 0 | |
Total operating expenses | 0 | |
Loss from operations | 0 | |
Foreign exchange | 0 | |
Interest expense | 0 | |
Impairment loss | (9,701,000) | |
Total other expense | (9,701,000) | |
Loss before provision for income taxes | (9,701,000) | |
Provision for income taxes | 0 | |
Net Loss | $ (9,701,000) | |
Net loss per share, basic and diluted | $ 0 | |
As Restated [Member] | ||
Revenue | $ 25,000 | |
General and administrative | 179,132 | |
Inventory impairment | 75,000 | |
Business development | 712,683 | |
Consulting - related party | 60,000 | |
Executive compensation | 1,034,450 | |
Stock compensation-consulting | 595,500 | |
Total operating expenses | 2,656,765 | |
Loss from operations | (2,631,765) | |
Foreign exchange | (13) | |
Interest expense | (2,767) | |
Impairment loss | (9,701,000) | |
Total other expense | (9,703,780) | |
Loss before provision for income taxes | (12,335,545) | |
Provision for income taxes | 0 | |
Net Loss | $ (12,335,545) | |
Net loss per share, basic and diluted | $ (0.27) | |
Weighted average shares outstanding, basic and diluted | 45,567,354 |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 12 Months Ended | |
Aug. 31, 2023 | Aug. 31, 2022 | |
Impairment loss | $ (7,049,213) | $ (9,701,000) |
Net Loss | $ (10,430,545) | (12,335,545) |
As Reported [Member] | ||
Impairment loss | 0 | |
Net Loss | (2,635,545) | |
Adjusted [Member] | ||
Impairment loss | (9,701,000) | |
Net Loss | (9,701,000) | |
As Restated [Member] | ||
Impairment loss | (9,701,000) | |
Net Loss | $ (12,335,545) |
RESTATEMENT (Details 3)
RESTATEMENT (Details 3) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Additional Paid-In Capital | $ 54,341,562 | $ 42,104,418 |
Common Stock - Amount | $ 67,639 | $ 50,356 |
Common Stock - Shares | 67,638,982 | 50,355,540 |
As Reported [Member] | ||
Additional Paid-In Capital | $ 59,421,878 | |
Total, balance | 26,972,060 | |
Common Stock - Amount | 57,856 | |
As Reported [Member] | Common stock Acquisition [Member] | ||
Additional Paid-In Capital | (27,014,700) | |
Total, balance | (27,026,000) | |
Common Stock - Amount | $ 11,300 | |
Common Stock - Shares | 11,300,000 | |
As Restated [Member] | ||
Additional Paid-In Capital | $ 42,104,378 | |
Total, balance | (53,900) | |
Common Stock - Amount | 50,356 | |
As Restated [Member] | Common stock Acquisition [Member] | ||
Additional Paid-In Capital | (9,697,200) | |
Total, balance | (9,701,000) | |
Common Stock - Amount | $ 3,800 | |
Common Stock - Shares | 3,800,000 | |
Adjusted [Member] | ||
Additional Paid-In Capital | $ (17,317,500) | |
Total, balance | (27,025,960) | |
Adjusted [Member] | Common stock Acquisition [Member] | ||
Additional Paid-In Capital | (17,317,500) | |
Total, balance | (17,325,000) | |
Common Stock - Amount | $ 7,500 | |
Common Stock - Shares | 7,500,000 |
RESTATEMENT (Details 4)
RESTATEMENT (Details 4) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Accumulated deficit | $ (52,655,280) | $ (42,224,735) |
As Reported [Member] | ||
Accumulated deficit | (2,634,545) | (32,523,735) |
Adjusted [Member] | ||
Accumulated deficit | (9,701,000) | (9,701,000) |
As Restated [Member] | ||
Accumulated deficit | $ (12,335,545) | $ (42,224,735) |
RESTATEMENT (Details 5)
RESTATEMENT (Details 5) - USD ($) | Aug. 31, 2023 | Aug. 31, 2022 |
Accumulated deficit | $ (52,655,280) | $ (42,224,735) |
As Reported [Member] | ||
Accumulated deficit | (2,634,545) | (32,523,735) |
Additional Paid-In Capital | 59,421,878 | |
Total, balance | 26,972,060 | |
Adjusted [Member] | ||
Accumulated deficit | (9,701,000) | (9,701,000) |
Additional Paid-In Capital | (17,317,460) | |
Total, balance | (27,025,960) | |
As Restated [Member] | ||
Accumulated deficit | $ (12,335,545) | (42,224,735) |
Additional Paid-In Capital | 42,104,418 | |
Total, balance | $ (53,900) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 3 Months Ended |
Nov. 30, 2023 shares | |
Common stock shares issued | 5,000,000 |
Common stock shares issued in exchange for services | 125,000 |