The following consolidated financial statements are filed as part of this Annual Report:
Notes to the Consolidated Financial Statements
August 31, 2022
NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS
Astra Energy, Inc. (the “Company”, “Astra”), was incorporated in the State of Nevada on June 12, 2000.
A Certificate of Amendment was filed on August 22, 2020 with the Nevada Secretary of State changing the name of the Company to Astra Energy, Inc.
The Company is an emerging leader in the acquisition and development of technology in the Waste-to-Energy project sector.
On October 17, 2019, there was an order by the Eight Judicial District Court of Clark County Nevada appointing a Custodian to the Company. The custodianship was discharged on June 18, 2020.
On September 15, 2021, the Company affected a forward stock split of 3 for 1 which was approved by the Financial Industry Regulatory Authority (“FINRA”). All shares throughout these statements reflect the forward split.
On September 21, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Africa - SMC Limited.
On October 12, 2021, the Company incorporated a wholly owned subsidiary in Uganda called Astra Energy Services Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Ssingo Oils and Gas - SMC Limited of Mityana, Uganda.
On November 15, 2021, the Company incorporated a wholly owned subsidiary in the State of California called Astra Energy California, Inc.
On December 22, 2021, the Company incorporated a subsidiary in Tanzania called Astra Energy Tanzania Limited. The Company is owned 80% by Astra Energy Inc. and 20% by Kiluwa Group of Companies Limited of Kinondoni, Tanzania.
On August 5, 2022, the Company entered into an agreement to acquire a 68.2% interest in Regreen Technologies Inc. (“Regreen”), a California corporation, in exchange for 10,000,000 shares of the Company’s common stock and an agreement to pay $250,000 in cash. Regreen is in the business of converting organic and solid waste material into marketable bio-products utilizing its patented series of equipment and processes.
On August 17, 2022, the Company entered into an agreement to acquire an additional 8.7% interest in Regreen Technologies Inc. in exchange for 1,300,000 shares of the Company’s common stock and an agreement to pay $400,000 in cash.
On August 17, 2022, the Company incorporated a wholly owned subsidiary in the State of Florida called Astra Holcomb Energy Systems Inc.
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, 2022 and 2021.
Stock-based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:
| ● | Identification of a contract with a customer; |
| ● | Identification of the performance obligations in the contract; |
| ● | Determination of the transaction price; |
| ● | Allocation of the transaction price to the performance obligations in the contract; and |
| ● | Recognition of revenue when or as the performance obligations are satisfied. |
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
During the year ended August 31, 2022, we recognized revenue of $25,000 ($nil-August 31, 2021), all of which was from one customer.
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 following is the calculation as of August 31, 2022 and 2021.
| | 2022 | | | 2021 | |
Net Loss | | $ | (2,634,545 | ) | | $ | (1,056,649 | ) |
Weighted average shares outstanding, basic and diluted | | | 45,567,354 | | | | 35,198,315 | |
Net loss per share, basic and diluted | | $ | (0.06 | ) | | $ | (0.03 | ) |
The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
For the year ended August 31, 2022, the Company has 10,667 potentially dilutive shares from Series A preferred stock and 380,698 potentially dilutive shares from the Series D preferred stock. Any potentially dilutive shares have not been included due to their anti-dilutive effect, as the Company as a net loss.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $32,523,735 as of August 31, 2022, and minimal revenue. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
In order to continue as a going concern, the Company is planning to secure its financial capital in various ways. It will finance its operations initially through shareholder loans from the principals and through private placement investment offerings. The Company may decide to finance its project development stage by way of an equity offering by issuing shares or by engaging venture capital firms that invest in early-stage companies. Venture capital firms August do more than just supply money to small new opportunities. They can also provide advice on potential products, customers, and key employees.
The company will also look to develop a relationship with a bank or banks with the intention of demonstrating a track record of progress and building value and securing some form of financing in the future. Once Astra Energy Inc. has a record of at least earning significant revenues, and better still of earning profits, the firm can make a credible promise to pay interest, and so it becomes possible for the firm to borrow money. Firms have two main methods of borrowing: banks and bonds.
If Astra Energy is earning profits (their revenues are greater than costs), the Company can choose to reinvest some of these profits in equipment, structures, and research and development. For many established companies, reinvesting their own profits is one primary source of financial capital.
Another source of financial capital that will be considered at the project development stage of a specific project is a bond. A bond is a financial contract: a borrower agrees to repay the amount that was borrowed and also a rate of interest over a period of time in the future. A corporate bond is issued by firms, but bonds are also issued by various levels of government. For example, a municipal bond is issued by cities, a state bond by U.S. states, and a Treasury bond by the federal government through the U.S. Department of the Treasury. A bond specifies an amount that will be borrowed, the interest rate that will be paid, and the time until repayment. Given the nature of the renewable industry regarding long term power purchase agreements or offtake agreements bonds are a very cost effective and reliable method of funding projects.
NOTE 4 – PREPAID STOCK FOR ACQUISITION
During the year ended August 31, 2022, the Company entered into an agreement to purchase a 68.2% interest (the “Interest”) in Regreen Technologies Inc., a California corporation in the business of converting solid waste material into a marketable bio-product with its patented series of equipment and processes. Regreen is the owner of all the patents for the equipment and the processes.
The purchase price of the Interest is $250,000 cash and 10 million shares of the Company’s common stock (the “Astra Shares”). The Closing Date is anticipated to be December 15, 2022.
The cash and share consideration, which will be paid into escrow, will be subject to the following milestone and payment schedules:
On the Closing Date, the Company will release 2,500,000 Astra Shares from escrow and pay $50,000 in cash.
Upon completion of the installation and full operation of a Regreen System at the Hesperia, California site, or such other site as the parties agree to in writing, the Company will pay $50,000 cash and release 2,500,000 from escrow.
Upon completion of three months of the Regreen System operating at a minimum of 50% of expected yields, the Company will pay $50,000 cash.
Upon completion of six months of the Regreen System operating at a minimum of 50% of expected yields, the Company will pay $50,000 cash and release 2,500,000 Astra Shares from escrow.
Upon completion of twelve months of the Regreen System operating at a minimum of 50% of expected yields, the Company will pay $50,000 and release 2,500,000 Astra Shares from escrow.
In exchange for the Seller assigning all patents to Regreen, it is agreed that Regreen will pay to the Seller the total sum of $3,000,000 from the proceeds of the sale of a 15TPH Regreen System if the system is sold at a minimum price of $12,500,000. If the selling price is less than $12,500,000 the Seller will receive 8% of the sale price of the 15 TPH system sold and additional 15 TPH systems sold until the Seller has received a total of $3,000.
During the year ended August 31, 2022, the Company entered into an agreement to purchase a 3.8% interest (the “Interest”) in Regreen Technologies Inc., a California corporation in the business of converting solid waste material into a marketable bio-product with its patented series of equipment and processes. Regreen is the owner of all the patents for the equipment and the processes.
The purchase price of the Interest is $400,000 cash and 1.3 million shares of the Company’s common stock (the “Astra Shares”). The Closing Date is anticipated to be December 15, 2022.
The cash and share consideration, which will be paid into escrow, will be subject to the following milestone and payment schedules:
On the Closing Date, the Company will pay $50,000 cash and release the 1.3 Astra Shares.
Upon completion of the installation and full operation of a Regreen System at Advanced Waste Disposal in Hesperia, California the Company will pay $50,000 cash.
On March 15, 2023, the Company will pay $150,000 cash.
On December 15, 2023, the Company will pay $150,000 cash.
The prepaid asset of $27,026,000 relates to the potential acquisition of Regreen Technologies, Inc. The valuation of this asset is subject to the completion of milestones in the underlying agreement and all parties meeting requirements. The amount may be impacted by cancellation of the acquisition and/or inability for parties to meet milestones in future periods. There was no impact to the results of operations for the year ended August 31, 2022, as the company has only issued common stock (currently held in escrow) to Regreen for the acquisition. If, upon completion of the acquisition, there has been a material change to the financial condition of Regreen, it may impact the final valuation for the assets acquired and liabilities assumed in the acquisition.
NOTE 5 – OTHER RECEIVABLE – RELATED PARTY
During the year ended August 31, 2022, the Company advanced $194,520 to Regreen Technologies Inc., a related party. The advance is non-interest bearing, unsecured and there are no terms of repayment. The CEO and Managing Director of Regreen Technologies is the holder of 10 million common shares of the Company.
NOTE 6 – DUE TO A RELATED PARTY
During the year ended August 31, 2022, Regreen Technologies Inc., a related party, advanced $270,185 to the Company. The advance is non-interest bearing, unsecured and there are no terms of repayment. The CEO and Managing Director of Regreen Technologies is the holder of 10 million common shares of the Company.
NOTE 7 – OTHER RELATED PARTY TRANSACTIONS
During the year ended August 31, 2022, the Company entered into a services agreement with a director of a wholly-owned subsidiary, whereby the Company agreed to issue 50,000 common shares upon execution of the Agreement. The shares were valued at $0.75 for total non-cash compensation of $37,500.
During the year ended August 31, 2022, the Company issued 150,000 shares at a value of $7,500 to the Corporate Communications Officer pursuant to a services agreement dated January 1, 2021. 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 250,000 shares at a value of $195,000 to the Chief Operating Officer pursuant to a services agreement dated February 1, 2021. 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 shares at a value of $57,000 to a Director of the Company pursuant to a services agreement dated August 1, 2022. 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 shares at a value of $114,000 to a Director of the Company pursuant to a services agreement dated August 1, 2022. 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 accrued $60,000 in fees to the President. The Company owed $57,500 to the President at August 31, 2022 ($40,000 – August 31, 2021).
During the year ended August 31, 2022, the Company paid $120,000 in fees to the Chief Operating Officer.
During the year ended August 31, 2022, the Company paid $24,000 in fees to the Chief Financial Officer.
During the year ended August 31, 2022, the Company paid $24,000 in fees to the Corporate Secretary.
During the year ended August 31, 2022, the President loaned $20,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand. The Company owed $20,000 to the President at August 31, 2022 ($nil -August 31, 2021).
During the year ended August 31, 2022, the Chief Operating Officer loaned $20,000 to the Company for working capital. The loan bears no interest, is unsecured and is repayable on demand. The Company owed $20,000 to the Chief Operating Officer at August 31, 2022 ($nil-August 31, 2021).
NOTE 8 – CONVERTIBLE DEBENTURE
On January 11, 2022, the Company entered into a Convertible Debenture agreement, wherein the Company promised to pay Ron and Monique De Jager $20,000 with interest of 8% per annum on or before January 11, 2024. The Debenture can be converted into 20,000 common shares any time within 2 years with a conversion price of $1.00 per share subject to adjustments as set out in the Debenture. As of August 31, 2022 there was $630 interest owing to the Holders.
NOTE 9 – 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. The outstanding shares can be converted to 10,365 common shares.
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 at an initial conversion price of $1.20, subject to adjustment. The conversion rights of Series Preferred C were required to be exercised within 5 years. The conversion rights have expired without any of the shares being converted.
Series D Preferred
The Company has authorized 380,000 shares of Series D Preferred Stock, which ranks junior to our Series A, Series B and Series C Convertible Preferred Stock, but senior to our common stock. Except with respect to specified transactions that August affect the rights, preferences, privileges or voting power of the Series D Preferred Shares and except as otherwise required by Nevada law, the Series D Preferred Shares have no voting rights. At any time on or after the issuance date, the holder of any Series D Preferred Shares August, at the holder’s option, elect to convert all or any portion of the Series D Preferred Shares held by such person into a number of fully paid and nonassessable shares of common stock equal to the quotient of (i) the stated value ($40.00 per share) of the Series D Preferred Shares being converted divided by (ii) the conversion price, which initially is $0.80 per share, subject to certain adjustments.
In the event of our liquidation, dissolution or winding up, the holders shall be entitled to receive, out of the assets of the Company available for distribution, an amount equal to the Liquidation Preference Amount which is the product of the stocks Stated Value of $40.00 per share plus 120% before any payment or distribution of assets to the holders of Common Stock or any other Junior Stock.
NOTE 10 – COMMON STOCK
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 these financial statements have been retroactively adjusted to reflect the forward split.
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.
Refer to Note 7 for related party transactions.
NOTE 11 – 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, 2022.
NOTE 12 – COMMON STOCK TO BE ISSUED
During the year ended August 31, 2022, the Company accepted a Share Subscription Agreement for $20,000. The funds were received in August 2022 but the shares were not issued until September 2022.
NOTE 13 – WARRANTS
During the year ended August 31, 2022, the Company sold 2,286,000 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 2,286,000 warrants, totaled $992,775 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $1.00, 0.52% risk free rate, 761% volatility and expected life of the warrants of 2 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital up to the amount of proceeds received. The Warrant must be exercised at the earlier of Two (2) years from the date of issuance, or within 30 days after the Company stock closes at or above $1.00 for five (5) consecutive trading days.
| | Number of Warrants | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contract Term | | | Weighted Average Fair Value | |
Outstanding, August 31, 2021 | | | - | | | $ | - | | | | - | | | | |
Granted | | | 2,326,000 | | | $ | 1.00 | | | | 2.00 | | | $ | 1.40 | |
Outstanding, August 31, 2022 | | | 2,326,000 | | | $ | 1.00 | | | | 1.54 | | | $ | 1.40 | |
NOTE 14 – INCOME TAXES
At August 31, 2022, the Company had net operating loss carry forwards of approximately $6,830,000 that August be offset against future taxable income. No tax benefit has been reported in the August 31, 2022 or 2021 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, 2022 or 2021:
| | 2022 | | | 2021 | |
Federal income tax benefit attributable to: | | | | | | |
Current operations | | $ | 553,000 | | | $ | 222,000 | |
Less: valuation allowance | | | (553,000 | ) | | | (222,000 | ) |
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, 2022 or 2021:
| | 2022 | | | 2021 | |
Deferred Tax Assets: | | | | | | |
NOL Carryover | | $ | 6,830,000 | | | $ | 6,278,000 | |
Less valuation allowance | | | (6,830,000 | ) | | | (6,278,000 | ) |
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, 2022, the Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 15 –SUBSEQUENT EVENTS
During the quarter ended November 30, 2022, the Company acquired 3.1% interest in Regreen Technologies Inc. in exchange for 2,750,000 shares of the Company’s common stock.
During the quarter ended November 30, 2022, the Company issued 599,000 shares of the Company's common stock for cash proceeds of $299,500.
During the quarter ended November 30, 2022, the Company issued 550,000 shares of the Company's common stock in exchange for services.
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.
On November 20, 2022, the Company and its subsidiary, Regreen Technologies Inc. (“Regreen”) entered into a Joint Venture Investment Cooperation Agreement with Viecotech Joint Stock Company, a Vietnamese based company. The Joint Venture will manufacture, distribute, and deploy the patented Regreen waste processing system in the Asia Pacific region. Regreen will hold 50% ownership in the Joint Venture. The agreement will be completed upon receipt by Regreen of certain payments from Viecotech.