UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Under
Section 12(b) or (g) of the Securities Exchange Act of 1934
Mass
Megawatts Wind Power, Inc.
(Exact
name of registrant as specified in its charter)
| Massachusetts |
|
04-3402789 |
| (State
or other jurisdiction of incorporation) |
|
(I.R.S.
Employer Identification No.) |
100
Boston Turnpike, Ste J9B#290
Shrewsbury,
MA 01545
(Address
of principal executive offices and Zip Code)
508-942-3531
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None.
Securities
to be registered pursuant to Section 12(g) of the Act:
Common
stock, no par value
(Title
of class)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
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Accelerated
filer |
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| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
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| Emerging
growth company |
☒ |
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Table
of Contents
Page
number
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS FORM TEN DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTMENT
IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS BUSINESS UNLESS THEY CAN AFFORD
TO LOSE THEIR INVESTMENT IN ITS ENTIRETY. SEE THE RISK FACTORS THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTORS.
IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER INCLUDING THE MERITS AND RISKS INVOLVED.
FORWARD
LOOKING STATEMENTS
Some
of the statements under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under “Risk Factors”
and elsewhere in this prospectus.
In
some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “expects,” “plans,” anticipates”, “believes,” “estimates,”
“predicts,” “potential,” or “continue” or the negative of such terms or other comparable terminology.
Although,
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness
of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.
Among
the important factors that could cause actual events to differ materially from those indicated by forward-looking statements in this
registration statement the failure of the Company to achieve or maintain necessary zoning approvals with respect to the location of its
MAT power developments; to successfully produce the solar trackers and the MAT on time and remaining competitive; the inability of the
Company to sell its current turbines offered for sale or any future sale, if needed, to finance the marketing and sales of its electricity;
general economic conditions; as well as those risk factors detailed in the periodic reports filed by the company.
Item
1. Business
Summary
of the Business
Mass
Megawatts’ principal line of business is to develop a solar tracker for production to produce sales in the near term and wind energy
production equipment for potential applications in the longer term. The Company is currently finding locations for suitable operating
facilities for its solar project using the solar tracker technology. In addition to its solar projects, the company intends to build
and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology after the solar tracker technology
develops to a level of consistent sales to be able to be profitable or close to profitable.
Summary
of Primary Business (Solar Tracker Product)
The
patent pending, Mass Megawatts ‘Solar Tracking System’ (STS) is a complete solar power system that is designed to
continually adjust the position of solar panels to receive the optimal level of direct sunlight throughout the day. Unlike other solar
tracking technologies, the Mass Megawatts STS utilizes a low-cost structure that adds stability to the overall solar-power system while
improving energy production levels for the customer.
Advantages
to owning a solar tracking system (STS)
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Increases
solar energy production by 25+% over traditional solar power systems |
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Provides
an affordable, solar-power solution for business use |
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Reduces
(or eliminates) the need to purchase higher priced electricity from the local utility |
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Lowers
your monthly electric bill with Net Metering. |
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Provides
a payback occurring within a few years |
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Available
federal, state, and local incentives can reduce your costs dramatically |
Solar
Tracker Business Background
Over
the past 15 years, Mass Megawatts has continually strived to innovate and improve alternative energy systems and technologies. This includes
new innovations that significantly improve the efficiency of solar power systems. Our latest innovation, the Mass Megawatts Solar Tracking
System (STS), is designed to increase solar energy production by 30%.
The
patented, STS technology is designed to automatically adjust the position of solar panels to receive an optimal level of direct sunlight
throughout the day. Unlike other solar tracking technologies, the Mass Megawatts STS utilizes a low-cost structure that adds stability
to the overall system while improving energy production levels.
The
STS utilizes an innovative structural design that combines a simple, yet robust, A-frame design with a low-cost, protective outer-wall.
Using a non-electrical, and passive, tracking technology, the solar panels are automatically repositioned throughout the day as the sun’s
position travels from east to west. With ground fittings secured at multiple points, the system is designed to handle extreme weather
and winds up to 120 mph.
The
tracking technology allows the panels to receive more direct sunlight and to generate more solar power for the customer. With this system,
solar power production is increased by up to 30% as compared to stationary configurations. Future versions of the STS will also offer
a dual-tracking capability, which can further improve solar power generation levels by an additional 10%.
The
STS allows Mass Megawatts to lower material costs and reduce the number of solar panels needed to generate the rated capacity. Due to
this advantage, Mass Megawatts can deliver more solar power production at a price similar to lower-capacity, stationary systems. Specifically,
we plan to offer 6.25 kW rated STS units at a price that’s competitive to stationary, 5 kW systems. In many locations, this improved
output translates into a 40% rate of return for the customer with investment payback occurring in the 3rd year. Further, by taking advantage
of a lease program or power purchase agreement (PPA) arrangement with the company, a customer may realize an immediate, positive cash
flow, as immediate energy savings and/or revenues will be realized and/or exceed the monthly payments due.
Starting
at 6.25 kW rated units, a Mass Megawatts STS system is appropriate for ground-level, residential and business sites, as well as, commercial,
roof-top installations, and has a rated life expectancy of 20 years. Installation can be completed in a few business days, and there
is no annual, routine maintenance to perform. Mass Megawatts coordinates all aspects of system delivery, including permitting, installation,
and working to obtain any available tax incentives. They monitor the performance of each system, and provide a full, performance guarantee.
Solar
Tracker Technical Details
The
STS utilizes a revolutionary, patent-pending framework that significantly reduces the torque required to adjust the position of solar
panels throughout the day. Unlike other tracking technologies that apply a vertical, up-and-down motion, the STS rotates the solar panels
into position using a horizontal motion. The amount of torque needed to accomplish this movement is minimal, and can be accomplished
with a simpler, lower-cost design.
The
STS framework also allows multiple solar units to share the same tracking mechanism. Instead of applying a separate tracker to each independent
solar unit, many solar-power units can be ‘daisy-chained’ together to share the same tracking mechanism with the same actuator.
This dramatically reduces the cost to implement a solar tracking solution at larger capacity installations, with costs projected to drop
from 30% to 5%. A substantial savings that significantly improves ROI and shortens the payback-period. With the Mass Megawatts STS, you
get a 28% increase in solar-power generation with a minimal increase in capital expenditures.
SOLAR
TRACKER TECHNICAL DESCRIPTION
The
tracker uses a cable and sheave system to move a platform of solar panels to follow the sun throughout the day in order for the panels
to directly face the sun for maximum output. It comprises a motor that would act similar to moving the tracker with moving rope or belt
in order to correctly position the solar tracker to face the sun. Walls on both sides of the platform are part of the means to reduce
static loading in high wind events. A spring loaded universal joint means can be connected between the wall and motor and belt system.
The sheave is braked or stopped moving when the pulled cable holds the sheave against the wall during high wind. The purpose of the side
braking means using a spring to allow the platform to hit the wall and shut off power and at the same time hold or break the wire in
order to reduce dramatically or even eliminate static loading on the platform. The gear belt connected to the sheave would not move and
therefore avoid excessive static loading from the high wind on the actuator. The low amount of both dynamic loading and static loading
from this pivot, cable and wire solar tracker system would reduce the need for additional or more powerful actuators in a major way and
at the same time avoid the damage from the wind, weather elements, and actuator side movement damage which is eliminated with this invention.
The
movement of the belt and actuator area and movement description with the arrows are illustrated with the actuator related components
moving sideways in high wind in order stop the electric movement by hitting a stop switch, halting the sheave movement and stopping wire
movement of the platform.
The
circumference is equal the total distance of travel for the belt from sunrise to sunset position. A reduction of static loading would
allow for less powerful and less actuators and therefore reducing the cost of the solar tracker. A dual direction damper shock absorber
is connected in a manner that eliminates or virtually eliminates static loads imposed upon the shock absorber damper and other components
of the pulley and belt system. The solar tracker also eliminates or substantially eliminates dynamic loads of the components. The solar
panel in full position of sunrise or sunset or a heavy wind condition whereas the panel is leaning on the bumper to avoid further movement.
The solar panel is leaning on the bumper in sunrise position or a time of a heavy wind.
SOLAR
TRACKER COMPETITIVE ADVANTAGE
The
Mass Megawatts ‘Solar Tracking System’ (STS) Advantage
Based
in Central Massachusetts, Mass Megawatts Wind Power, Inc. (OTC: MMMW) is taking part of the $12 billion, US solar power market with the
development of a new solar tracking technology that significantly increases the level of energy produced by solar power systems. This
innovative design, combined with substantial government incentives, has created an unprecedented opportunity for residential and commercial
electric users.
The
patent pending, Mass Megawatts ‘Solar Tracking System’ (STS) is a complete solar power system that’s designed
to continually adjust the position of solar panels to receive the optimal level of direct sunlight throughout the day. Unlike other solar
tracking technologies, the Mass Megawatts STS utilizes a low-cost structure that adds stability to the overall system while improving
solar energy production levels for the customer by 28 to 32%. Recent modifications on racking and panels can boost output about 60 percent.
In
addition, substantial federal, state, and local incentives can significantly reduce the total cost of a solar power investment. With
these favorable government incentives, a large percentage of capital costs can be recouped in the first year of service, while providing
for additional, ongoing revenues. This provides an excellent return on investment with payback projected to occur in the third year for
most customers.
Starting
at 6.25 kW rated units, a Mass Megawatts STS system is appropriate for home and small business locations, and can be scaled to meet capacity
requirements at commercial installations. Mass Megawatts coordinates all aspects of system delivery, including permitting, installation,
and working to obtain any available tax incentives. They monitor the performance of each system, and provide a full, performance guarantee.
Impact
of Government Incentives on the Total Cost of an STS
The
value of Federal, state, and local incentives for solar power customers cannot be understated…
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Substantially
reduces the total cost of a solar power system. |
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Improves
the return on investment (ROI) and shortens the payback-period. |
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Aids
in securing third party financing for a solar power system. |
With
favorable rebates and tax incentives, a large percentage of capital costs can be recouped in the first year of service, while providing
for substantial, ongoing revenues.
The
Power of Solar Renewable Energy Certificates (SRECs)
In
several states, solar power owners can generate income from the sale of Solar Renewable Energy Certificates (SRECs), which are the positive
environmental attribute of the clean energy produced by a solar system. These are tradable certificates based on the production of the
system. Participating states will qualify eligible solar projects, allowing the owner to sell their generated SRECs in the market to
electricity suppliers (usually utilities).
One
SREC is typically created for every 1000 kWh (or 1 megawatt hour) of electricity created. The historical value of SRECs have shown a
wide range across states, with Massachusetts rates, for example, recently fluctuating from over $500, down to the solar clearing-house
price of $285 per SREC.
It’s
important to note that the SREC value is separate, and in addition to, the value of the electricity produced. So, you receive value for
the electricity you generate and also for the SRECs you accumulate and sell. It’s a terrific, additional income stream for solar-power
customers.
Energy
Savings with Net Metering
While
it’s well known that solar power/photovoltaic (PV) owners can use the electricity produced by their system to directly offset their
electricity usage from the utility/grid, additional cost benefits can also be realized through Net Metering.
Net
metering is a state regulation that allows customers generating their own electricity to be credited at nearly the retail rate for the
energy they generate but do not use. A customer’s electric meter will run backward whenever the site is producing more solar power
than is being consumed, and their utility account gets net metering credits for net excess generation.
Most
states have net metering programs, and a 2005 Federal law requires all public utilities to offer net metering upon request. If your solar
power system was designed appropriately, your entire electric bill for the year should be minimized. The net metering programs offered
by utilities can vary, including limits on capacity and different policies regarding how surplus energy is credited.
RETURN
ON INVESTMENT – Impact of Incentives and Energy Savings
To
demonstrate the potential impact of government incentives, combined with energy savings, on ROI, let’s look at an example purchase
of a 100 kW STS (commercial installation) in Massachusetts…
Net
cost after year 1
| 100 kW Solar Tracking System, installed price | |
$ | 300,000 | | |
|
| Less Commonwealth Rebate | |
$ | (2,250 | ) | |
[ Commercial rebate capped at $2,250) |
| Less Business Energy Tax Credit (ITC) of 30% | |
$ | (89,325 | ) | |
[= ($300,000 price – $2,250 rebate) * 26% tax credit] |
| Less Section 179 Deduction of solar equipment as an expense - 100% first year | |
$ | (72,949 | ) | |
[= ($300,000 price – $2,250 rebate - $89,325 tax credit) * 35% Fed tax rate] |
| SREC revenue in first full year | |
$ | (34,058 | ) | |
[= 119.5 SREC’s * Clearing house price of $285 / SREC) |
| Energy savings with Net Metering | |
$ | (15,538 | ) | |
[= 119,520 kwh * $0.13 / kWh grid retail price] |
| Adjusted total cost | |
$ | 85,880 | | |
|
| Cost Reduction percentage | |
| | | |
71% cost reduction |
The
total adjusted cost of the Solar Tracking System is reduced by over 71% to $85,880. This is a substantial reduction that dramatically
improves the rate of return and shortens the payback-period. Here’s a look at the projected ROI for the first 10 years of operation.
| System Size: | |
100 kW STS | | |
Commercial installation in Massachusetts |
| Annual Energy Production | |
| 119,520 | | |
kWh |
| Cost per Watt: | |
$ | 3.00 | | |
|
| Installed price: | |
$ | 300,000 | | |
|
| Commonwealth Rebate: | |
$ | -2,250 | | |
|
| Up-front, Out of Pocket | |
$ | 297,750 | | |
|
| 30% Federal Tax Credit | |
$ | -89,325 | | |
[= ($300,000 price – $2,250 rebate) * 26% tax credit] |
| Section 179 Deduction | |
$ | -72,949 | | |
[= ($300,000 price – $2,250 rebate - $89,325 credit) * 35% tax rate] |
| Yearly SREC value | |
$ | -34,058 | | |
[= 119.5 SRECs * Clearing house net price of $285 / SREC] |
| Yearly Energy Savings | |
$ | -15,538 | | |
[Net Metering avoids 13 cents per kWh retail price x 119,520 kWh ] |
| 10 Yr Net Cash Flow | |
$ | 404,102 | | |
|
| Projected ROI (IRR) | |
| 30 | % | |
[IRR based on first 10 years of operational cash flows.] |
| Payback in Year | |
| 3 | | |
|
| Multiple | |
| 2.35 | | |
|
Prevents
84 metric tons of Carbon Emission being generated from fossil fuel sources each year.
| ● |
Flexible
Purchase Plans, including direct purchases, lease programs, and power purchase agreements (PPA) are offered. |
Several
purchasing options are available for an STS, including direct purchase, lease programs, and power purchase agreements (PPA). These plans
offer flexibility and control over the initial deposit and out-of-pocket costs to give most home and business owners the financial means
to take advantage of an STS. In some cases, the projected electricity cost savings, sales revenue, and/or incentives will exceed the
payments due, so you can be in a positive, cash flow situation in the first year.
With
a PPA, Mass Megawatts would own the STS system on your site. We would install and maintain it, no cost to you, and you would pay us for
the electricity generated (at a rate that’s below your current energy costs). In that manner, you have no up-front costs, yet still
receive savings from the clean, solar power the system is generating. Other, modified PPA plans can also be setup to allow the customer
to provide an initial, up-front payment, which would secure a lower rate on the electricity they receive in the future.
Similarly,
with a lease program, you would avoid any large deposits or up-front payments. Mass Megawatts would install and maintain the system,
for free, at your site. The main difference between a PPA and lease plan is that with a PPA, you are paying for the actual amount of
energy generated by the STS (i.e. number of kilowatt-hours / month) verses a lease arrangement, which requires a fixed monthly payment
regardless of the level of energy produced.
Both
programs provide a great way to avoid a large, up-front investment, while still allowing consumers to realize immediate energy savings
when an STS is installed. With energy costs projected to increase going forward, the savings and investment return for a customer will
continue to grow throughout the expected lifetime of the unit (30+ years). Both programs also provide an option to purchase the STS outright
after a specified amount of time.
| ● |
Favorable
financing options with third-party lenders. |
Securing
third-party financing for a Mass Megawatts Solar Tracking System (STS) is aided by the guaranteed receipt of future government incentives.
This includes the 30% Federal tax credit, along with, state rebates and local incentives, which are received starting in the first year
of service. These guaranteed, no risk, receipts are recognized and valued by third-party lenders, and help to secure financing.
| ● |
Full
warranty, repair service, and performance guarantee provided for the first 10 years. |
The
STS comes with a full warranty protecting against defective equipment and workmanship during the first 10 years. Mass Megawatts also
provides any needed repairs during this time. While no routine, annual maintenance is required, the expected life of the inverter is
10 years. Any needed repairs will be completed by Mass Megawatts over the first 10 years.
The
operational performance of the STS is also guaranteed during the first 10 years. If the system does not generate the expected, and documented,
level of energy, the customer will be credited for the difference in lost revenue. Mass Megawatts is committed to delivering a high quality
product with exceptional service to each customer.
| ● |
STS
Delivery and Performance |
| During
construction and installation |
|
A
performance bond is secured by Mass Megawatts to guarantee satisfactory delivery and completion of the project. This insures the
value of the STS, for the customer, during the construction and installation period. If, for any reason, the project is not completed
successfully, the investor will receive full compensation from the bond issuer. |
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| After
installation – Performance Guarantee |
|
Once
installed, the operational performance of the system is monitored and guaranteed for 10 years. If the unit doesn’t generate
the projected level of output (energy), the customer will receive a credit to compensate for any loss in revenue due to substandard
operational performance. |
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|
| Maintenance |
|
Any
needed repairs will be performed by Mass Megawatts during the first 10 years of operation. |
| ● |
Mass
Megawatts provides continued support to the customer throughout the entire sales and installation process. |
Mass
Megawatts utilizes their industry knowledge and in-house resources to provide continued support to the customer throughout the sales,
design, installation, and operational lifetime of the STS. From the initial site evaluation, through the sales proposal with full disclosure
of costs, incentives, and projected ROR, to the complete installation and support of the STS, Mass Megawatts will be there to oversee
the process to ensure a successful implementation. Mass Megawatts will use their industry knowledge and in-house resources to provide
the following.
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1. |
Perform
a site evaluation to confirm the optimal STS design. |
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|
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2. |
Research
and verify eligibility for all tax incentives, grants, and explore financing options. |
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3. |
Provide
a written sales proposal with full disclosure of all costs and incentives, as well as, the projected rate of return and payback-period
for the STS investment. |
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4. |
Work
through the process to formally apply for these tax incentives, and grants. |
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5. |
Handle
the complete installation of the STS. |
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6. |
Monitor
system performance and provide any needed servicing. |
Projected
Timeline
The
length of time to complete the process of evaluating, purchasing, and installing an STS system can vary and depends on a number of factors.
However, most customers can expect to have their Solar Tracking System installed and operational within a 2 to 6 week period.
Mass
Megawatts SUMMARY of Secondary Business (Wind Power)
Mass
Megawatts has continued development efforts in wind power technology to bring a product to the renewable energy marketplace capable of
producing electricity at a cost 30% lower than other wind power equipment. Designed on a paradigm that ‘lower height, lower wind
speeds and lower costs equal higher profits’, this technology puts MAT electricity generation on a competitive footing with fossil
fuels, such as coal and natural gas.
A
‘Smart Grid’ Energy Solution: MAT technology fits perfectly into the localized ‘distributed energy models’ that
have been adopted by Federal and State agencies to promote energy independence and the re-design of our power transmission and distribution
network into a national ‘Smart Grid’.
Energy
planners nationwide have been seeking an adaptable, scalable ‘wind power solution’ that will be welcomed by local communities.
Mass Megawatts MAT technology meets this challenge on every level. Adaptable to both high and lower wind resource regions and economically
scalable to meet electric supply requirements from small users to large utilities, the MAT technology is the first wind power technology
that allows purchasers to size their electric generation facility to fit their usage needs.
Traditionally,
wind power adopters have found themselves in the position of having to purchase systems that either provided more generation capacity
then they needed, or, conversely, walk away ‘shorthanded.’ The MAT’s modular technology basis puts the ‘sizing’
decision making on the customer’s side of the table, not the vendor’s. Uncounted numbers of municipal, agricultural and business
wind power projects have been abandoned on the basis of the purchaser’s not being able to acquire equipment that could be sized
to their needs and budget.
Low
Height = Community Acceptability: Mass Megawatts is recognized as the vendor of choice for utilities, communities, businesses and other
wind power generation adopters who are seeking a lower cost, community friendly, renewable energy solution. MAT technology is readily
accepted by local communities, where resistance to ‘tall tower’ wind farms is legendary. Ranging between 50 feet to a maximum
of 80 feet in overall height, MAT units boast extremely productive generation capability in areas with lower wind speeds, where ‘tall
tower’ utility-scaled projects simply are not financially feasible or successful.
Durability
& Low Cost Maintenance: This winning equation is further enhanced by the overall ruggedness and low maintenance requirements of the
MAT units. Our equipment is rated to withstand winds of up to 120 mph, with all mechanical and electrical components located close to
ground level. Projected maintenance costs are 50% less than the wind power industry’s average.
Unlimited
Potential: The geographic footprint of lower wind speed regions both suitable and profitable for MAT technology is several times greater
than that of ‘tall tower wind,’ with its requirement for extremely high wind resources.
Wind
Power Business
Mass
Megawatts intends to build and operate wind energy power plants and to sell the generated electricity to the power commodity exchange.
The Company’s MultiAxis Turbosystem (MAT) technology (multiple patents pending) will establish constantly renewable, clean, cost-competitive
wind energy. Based on MAT’s performance, the Company is projected to produce power at a cost of 2.4 per kWh. The Company anticipates
being able to sell electricity at a price of $3.00 per megawatt/hour.
If
Mass Megawatts chooses to work through power brokers, the Company believes it could potentially sell the environmentally correct “green”
power for as much as $6.50 per megawatt/hour.
The
Wind Power Product (Multiaxis Turbosystem)
The
Mass Megawatts leading product is the MultiAxis Turbosystem (“MAT”), proprietary technology licensed from the Company’s
Chief Executive Officer and Chairman, Jonathan C. Ricker. Wind turbines take advantage of a free, clean, inexhaustible power source to
convert wind energy into electricity. Each MAT consists of a rectangular fabricated steel frame 80’ high x 80’ long and 40’wide,
elevated 50’ above ground level for improved wind velocity, and secured to footings at ground level. Each frame houses 16 shaft
4-tiered stacks, and onto each stack is mounted 8, 4’ wide x 18’ long blades. Each stack is connected to two generators mounted
on the ground level footing. The generators feed to a power collector panel which, in turn, connects to the power grid. Each MAT unit
is rated at 360 kWh.
In
order to generate large amounts of cost-efficient energy, conventional turbines (airplane propeller style) require massive, and expensive,
rotors to turn the huge blades. These blades must be of a diameter sufficient to increase the airflow impacting the blade’s surface
area. As the diameter of the blade increases, so too does the cost of other components. Large blades also create structural stress and
fatigue problems in the gearbox, tower, and in the yawing system which turns the turbine into the optimal wind direction.
The
MAT reduces blade cost by using a geometrically simple, smaller blade which addresses problems associated with vertical axis turbines.
Vertical axis turbines suffer from severe structural stress problems caused by the forces of lift which push the blades back and forth
causing heavy cyclical loads. As vertical turbines rotate, wind contacts them first from the left side, then from the right. This constant
repetitive motion causes fatigue. The popular propeller, or horizontal version, also has horizontal lift stresses, although at a reduced
level since the lift forces are not constantly reversing. MAT’s small blade units eliminate the structural fatigue of longer, heavier
blades. It also enables MAT to more efficiently gather the mechanical power of the wind and transfers it to the generators for the production
of electrical power. This innovation also allows other critical parts of the wind turbine to be repositioned, thus reducing the structural
complexity and cost of construction. For example, the heavy generator and shaft speed increasing device, can now be placed at ground
level rather than mounted atop the tower. In conventional wind turbine design, the shaft speed increasing device is typically a heavy
gearbox which must be sufficiently rugged to withstand the vibrations of the tower caused by the large blades. The combination of vibrations
and yaw (the action of turning the turbine into the wind), causes structural stress.
By
locating the drive train and generator at ground level, components with considerable weight or mass can be used. For example, a direct
drive generator can be used, eliminating the need for a gearbox. This provides the advantages of variable-speed operation which increases
power output at a lower cost. Ground level construction also allows easier access, which reduces maintenance costs.
The
MAT design enables power output to be achieved at a much lower windspeed, providing a more consistent power output to the utility power
grid. This potential for consistent output provides utilities with planning advantages, and fewer power fluctuations allow for better
power quality. Coal, oil and gas generators are always at full capacity when needed. Wind energy, using conventional turbines, cannot
reach full capacity unless weather conditions are favorable.
MAT’s
improved method of delivering electricity will allow wind energy generated power to demand a higher competitive bid price due to the
more consistent supply. Other environmental advantages specific to MAT include its noiseless turbines which will ease site permitting,
and its high visibility to birds which will prevent them from flying into the rotation area.
Technical
Advantages of MAT Technology
Traditionally,
wind turbines were supported by a single tower and in many cases with guy wires leading to a multitude of vibration and frequency related
problems. The blades of vertical axis turbines were large and therefore limited in their design and the material. For example, aluminum
extrusion and fiberglass pultrusion were used in the two most serious commercial applications of vertical axis turbines. Due to the large
size of the fiberglass blades, transporting them required a straight shape. The strength was limited for the purpose of being able to
bend the blades at the place of installation. In other vertical axis wind technology, the aluminum blades could not form a true aerodynamically
optimal shape. The blades had to be made of significant length and the available extrusion equipment for the long length and large profiles
are not available for producing a structural and aerodynamic blade at a cost competitive price. The patents of both serious commercial
prior applications of vertical axis technology are described in “Vertical Axis Wind Turbine” Patent number 4,449,053 and
“Vertical Axis Wind Turbine with Pultruded Blades” in Patent number 5,499,904.
The
MAT overcame the size related disadvantages. One such manufacturing advantage of the MAT includes the cost reduction of using smaller
components instead of larger and fewer components. Other advantages include more solid blades which help to resolve cyclical stress advantages
and inexpensive repair and maintenance with components like the generator, heavy variable speed equipment and gearbox on the ground level
while elevating the rotor high above the ground in order to avoid turbulence. The MAT can provide a longer life for the bearings by reducing
structural and mechanical stress with its vibration reduction innovations and decentralization of mechanical forces. Another advantage
is to provide an improved mean to failure ratio by having many components including 256 blades, 16 shafts, and 16 generators. The MAT
is also easier to construct and uses standard off the shelf items which avoids the need of custom made parts with the exception of the
mass-produced blades. Several suppliers can supply the blades in order to avoid supplier backlog problems. The MAT enhances structural
support by using a tower support system similar to a larger footprint like an oversized lattice tower section. A roof can provide weather
protection and additional structural support. Blades can be placed at different positions or angles along the axis for reducing torque
ripple. With less vibrations and better weather protection, cheaper material can be utilized in the wind system. The MAT can use cheap
wooden and less expensive structural supports that are also easier to construct. An advantage of the roof is to prevent excess wear and
tear without the rain and snow falling onto the turbine system. In one noted benefit, the structure could be like a four legged table
unlike a one tower support system of other wind turbines. This is similar to the concept behind the lighter but stronger Rolm tower.
Therefore, it requires less material for the needed stability. In an additional feature, the MAT could use an off the shelf bushing of
concentric sleeves with rubber, polyurethane or other isolator, absorber and /or damper securely bonded between the structure and the
moving parts. The object of this bushing would be to isolate or dampen the vibrations of the moving blades from the steel structure.
The bushings will be placed between the shaft and bearings. The sleeve structure is designed to take up torsional movements as well as
axial and radial loads. The design of avoiding one central blade area allows this “divide and conquer” approach of isolating
the vibrations in a cost-effective manner. The belt connection with the generator would isolate vibrations in the electrical area. More
importantly, the reduced vibrations and a stronger tower structure should add years to the life of the turbine at a reduced cost.
Renewable
Energy (Solar and Wind) Markets
Wind
and solar energy are the fastest growing sectors of the world electricity market. Mass Megawatts has identified 140,000 megawatts worth
of opportunities to earn more than 20% rate of return on the sale of electricity with investments of wind and solar energy.
A
more profitable secondary market is the emerging green premium and community solar markets, Mass Megawatts could receive a selling price
of $6.00 or greater per kWh for its clean electricity. Recent national surveys show that approximately 40-70% of the population surveyed
indicate a willingness to pay a premium for renewable energy. Although 10% of the respondents say they will participate in such a program,
actual participation is estimated at 1%. Currently, more than a dozen utilities have green marketing programs. Public Service Company
of Colorado, Central and South West Services Corporation of Texas, and Fort Collins Light and Power Company are leading the effort in
wind related green electricity marketing with 10 megawatts of wind power devoted to green marketing efforts using photovoltaics.
Although
the green market is new, utilities are initiating two approaches to take advantage of the growing public preference for renewable energy.
One is offering customers a specific electricity source at a premium. The second approach is giving customers an opportunity to invest
in future renewable energy projects.
ENERGY
MARKET COMPETITIVE COMPARISON.
According
to the Electric Power Research Institute, the past 10 years have seen traditional energy costs increase while solar and wind energy costs
have declined. The advances in technology, larger-scale and more efficient manufacturing processes, and increased experience in wind
turbine operations has contributed substantially to this trend. This cost decline is paralleled with a substantial increase in installed
solar and wind energy capacity. As a result, maintenance costs have fallen significantly. Wind and solar energy sources comprise a small
percent of the current electricity generating industry. In spite of the stronger financial and organizational resources of the larger
conventional gas, oil, and nuclear fuel electric generation companies, the wind and solar industries can substantially increase sales
and growth by achieving just a small increase in market share.
The
current status in solar and wind energy economics compared with alternate energy sources is shown below. Values are based on lifetime
average cost studies including design, construction, and operations.
IMPORTANT
NOTE: Actual cost per fuel source are different depending on geographical location and the cost shown are the average cost in the global
market in year 2021.
| Fuel Source | |
Cost/kWh | | |
Market Share | |
| | |
| | |
| |
| Coal | |
| 6.0 | | |
| 20 | % |
| Nuclear | |
| 7.0 | | |
| 20 | % |
| Natural Gas | |
| 3.5 | | |
| 40 | % |
| Petroleum | |
| 5.0 | | |
| 1 | % |
| Hydroelectric | |
| 4.5 | * | |
| 7 | % |
| Wind (pre MAT) | |
| 5.5 | ** | |
| 8 | % |
| Solar | |
| 4.0 | | |
| 2 | % |
| Diesel | |
| 7
– 40 | *** | |
| 0.5 | % |
| Biomass | |
| 8 | | |
| 1.5 | % |
at
good hydroelectric sites*
in
15 mph average windspeed conditions**
depending
on size and location of facility, with smaller more remote locations having higher costs***
Sourcing
The
Mass Megawatts is not dependent upon exclusive or unique suppliers. However, certain custom-made items including bearings, solar tracker
components and wind power blades will require four to six weeks lead time due to special manufacturing techniques. The Company has identified
alternate suppliers if current business relationships cease.
The
Company plans to use multiple suppliers, chosen through competitive bidding. The price of materials used is expected to be substantially
similar from one vendor to the next due to the availability of raw supplies. The absence of special technologies negates dependence on
any one supplier.
Solar
Energy and Solar Tracker Industry Analysis
Solar
energy projects are either ground mounted or roof mounted, Projects larger than one megawatt capacity are ground mounted and comprise
of 75 percent of the market. Ground mount projects can be trackers or fixed tilt. The trackers can be either single axis or dual axis.
The vast majority of the tracker used for commercial applications are single axis trackers due to the simplicity of single axis tracker
in comparison to dual axis trackers. The growth of the solar tracker market is higher than the overall solar market in general. The solar
market is growing as a result of the need to replace fossil fuel and nuclear power plants after their useful life has reached a point
of retirement. Furthermore, there is a growing corporate and popular support for the use of clean and renewable energy sources. The acceleration
of the application of utility scale battery storage is increasing the opportunities for solar and wind power as a consistent and more
reliable energy source.
In
the past two years, the solar tracker market is growing at 1.5 times faster than the rate of the overall solar market. The solar tracker
market grew at a 35% compound annual growth.
Wind
Industry Analysis
According
to the U.S. Department of Energy, wind and solar energy are rapidly becoming one of the least expensive and most abundant new sources
of electricity with capacity expected to increase and costs decrease over the next two decades. Over the past two decades, the wind and
solar energy industries has increasingly studied and improved technology design and operation. Initially, federal research focused on
very large utility scale machines each with a capacity potential of 1 to 5 megawatts. Focus continued on larger machines during the 1970’s
and 1980’s when many international corporations developed large wind turbines with 200 foot blades. In the 1990’s, smaller
wind turbines gained acceptance as the more viable option and the majority of wind turbines at that time were intermediate-sized with
50-500 kWh peak capacity. Most turbines being built today are mature propeller-based designs comprising upwind, horizontal axis 3-blades
construction with a multi-megawatt rating. These turbines look like giant fans with thin blades and while they have lent credibility
to the wind industry within the investment and developer community, the cost of energy from these turbines may be near the upper limit
due to size effectiveness and efficiencies of mass production. The acceptance of these propeller-driven turbines is based on many years
of testing and experience but the industry’s ability to develop more efficient innovations utilizing this design is limited and
research potential is exhausted. Still, numerous alternative turbines have been developed and include one-blade and two-blade machines,
vertical axis design, variable speed designs, direct drive between blades, and generators rather than gearboxes.
The
continued evolution of this wind technology is evident with the existence of varying wind turbine designs. However, there is division
in the wind industry between those who want to capitalize on the emerging respect the business community has for established, mature
wind technology, and those who seek new technologies designed to bring about significant cost reductions. Mass Megawatts chooses to seek
new horizons beyond current perception and knowledge by developing new technologies that will significantly reduce wind energy costs.
As a result, the Company products can be seen as participants in several different industries.
LIST
OF TARGETED SEGMENT WITHIN ENERGY INDUSTRY
1)The
Conventional Independent Power Producers (IPP)
The
largest targeted industry is independent power production. According to the Massachusetts Department of Public Utilities’ publication
“Power to Compete” authored by Michael Best of the Center for Industrial Competitiveness, increased capacity over the next
several years will result in a $50 billion increase in annual sales if IPP’s can deliver electricity at 4 per kWh. Wind related
IPP’s currently produce $200 million in electricity sales per year in the United States at 7 cents per kWh. The impact of deregulation
of the electric utilities is expected to present opportunities for wind related IPP’s according to the Massachusetts Technology
Collaborative. With current cost of wind power in limited high wind locations at 4.5 per kWh, the cost of large scale investment in wind
energy is the same to the consumer as it would be for more conventional energy sources. In other words, combined gas turbines, modern
coal technologies, and wind power in limited locations can all earn enough sufficient to encourage investment if and when the retail
sale of the electricity produced is 4.5 per kWh.
2)The
End of Line Industry
Modular
sources of power generation at the end of a utility’s distribution lines include small wind turbines, diesel generators, and photovoltaics.
In growing communities, it is more cost effective to add small power-generating facilities such as wind turbines than to provide electric
service and as a result, they will pay a premium for electricity rather than incur the higher cost of constructing new power lines and
substations for transport. Within the next 10 years, potential exists for construction of wind power plants producing hundreds of megawatts
in remote areas of utility distribution lines. In these areas, the price per kWh sold is several times higher than the normal selling
price.
3)The
Green Industry
In
the new era of electric utility restructuring wherein consumers can choose their electricity sources, some are choosing green energy
produced from clean and renewable sources such as wind or solar power. These resources are available as a commodity, but the green consumer
pays a premium for emission-free energy. The American Wind Energy Association in Washington, D.C. states that recent polls show that
more than 5% of the general population are willing to pay more for renewable energy.
4)The
Off-Grid Industry
This
small industry is for consumers who are not near power lines or who choose not to be connected to the grid. The industry includes wind,
solar, wood burning furnaces, and small hydropower turbines. Like the green industry, these consumers have a strong environmental awareness.
Although the potential market for off-grid energy is less than 1% of the electricity market, the dollar potential is estimated to be
as much as $2 billion.
SOME
OF THE LARGEST INDUSTRY PARTICIPANTS
As
solar and wind energy technology gains wider acceptance, competition may increase as large, well-capitalized companies enter the business.
Although one or more may be successful, the Company believes that its technological advantage and early entry will provide a degree of
competitive protection.
The
largest U.S. solar company, NextEra Energy , Inc. is valued at more than Exxon. In October of 2020, the stock market valued the company
at $900 million more than the value of Exxon.
The
Danish firm, Vestas, is the world’s leading producer of wind turbines and a major exporter of turbines to the United States. An
innovator in structural and generator advancements, Vestas has been a leader in wind power since the 1980s.
Sun
Power is a leader in many innovations of solar power that is diversified in residential, commercial and solar storage.
EcoPlexus,
Inc. is a leader of solar professional services that include development, design, engineering, and construction.
Canadian
Solar which is well known for its solar panel is a leading utility-scale solar and energy storage developer.
First
Solar Inc, is a leader in manufacturing and producing solar panels in the United States in a time when most of the global solar panel
manufacturing is located in China.
Siemens
Gamesa is a Spanish based wind turbine manufacturing company with total installed wind power capacity of 30,000 MW.
Bergey
Windpower produces small turbines, primarily for use where utility grid interconnect lines are not readily available.
As
a footnote, recent economic growth in India and China has spurred on wind energy’s high growth rate in those countries. As a result,
they are world leaders in the demand for wind turbines.
Distribution
Patterns
Distribution
begins with identifying energy demand in and near potential power plant sites. Replacement of older or obsolete power plants, as well
as growth in the population and the economy, are factors in determining energy demand in identified areas. Assuming a sufficient energy
demand, the Company will test potential sites to determine whether sufficient wind energy resources are available to effectively and
efficiently displace current electricity sources, thus reducing pollution from fossil fuel. With a successful analysis, the Company will
obtain land right and apply for permits to install and operate a wind power generating plant. In the past, zoning and permitting issues
have included noise generated by wind farms but MAT’s slower moving blades should help eliminate this issue. The Company will also
determine the need for additional transmission lines to deliver to the power grid transmission lines.
Primary
Competitors
In
addition to the specific entities engaged in the business of wind power technology mentioned above, the Company will also compete with
companies producing and selling non-wind energy products that fill the same needs as the Company’s products.
Combined-Cycle
Gas Turbines. Innovations in this technology have led to lower costs, higher efficiency, and cleaner emissions combined with power generation
for less than 4 per kWh.
Modern
Coal Technologies. New designs, which double or triple reheat scrubber-equipped plants, increase efficiencies and decrease pollution
emissions relative to typical reheat designs.
Biomass-generated
electricity. Gasifying the biomass to fuel high-efficiency gas turbine systems could cost as little as 4.6 per kWh in the near term Petroleum,
photovoltaic cells and nuclear power are not a current threat to Mass Megawatts since the cost to produce electricity from these sources
is higher than that of wind. Cost effective, profitable hydropower is limited to a sites on swift moving water sources and with limited
ability to increase market share it does not prove a major threat toward wind power.
Foreign
Sales and Exports
Mass
Megawatts did not have any operations in foreign companies or export sales in the fiscal year ending April 30, 2001.
Employees
As
of January 31, 2021, the Company had no employees. The Company has retained all other members of the management team as consultants.
The Company believes its employee relations to be good and no significant changes in the number of employees are expected. None of the
Company’s employees are covered by a collective bargaining agreement.
Research
and Development
The
Company has not had significant revenues. However, approximately 30% of the proceeds obtained from the sale of its common capital stock
has been spent on research and development.
Item
1A—Risk Factors
RISK
FACTORS
New
product might not be successful and Uncertainty of Market Acceptance
Developing
Business presents new obstacles
Company
not at Mass Production Stage
Marketing
risk
Possible
Loss of Entire Investment
Intellectual
Property Risk
Inability
to Sell Offering and Need of Additional Financing
Stock
Market Fluctuation Risk
Growth
Management Risk
Retention
of Key Employee Retention Rick and Management Dependence
Going
Concern Qualifications
Limitations
in Site Locations
Regulatory
Risk
Supplier
Reliance
Competition
Fluctuation
of Conventional Energy Prices
Changes
in Government Incentives
Inability
to Obtain Grants
Employee
Union Activities
Product
Liability Risk
Product
Recall Risk
Insufficient
Warranty Reserves
Supplier
Ethics Risk
Cost
of Being Public Risk
No
Dividend
Dilution
Risk
Mass
Megawatts Wind Power was incorporated in 1997 in Massachusetts. Our principal offices are located Worcester, Massachusetts. Our telephone
number is (508) 942-3531. References herein to “Mass Megawatts” “we”, “us”,and “our”,
mean Mass Megawatts Wind Power, Inc. unless the context otherwise requires.
RISK
FACTORS
Investing
in our shares is risky. You should carefully consider the following risks before making an investment decision. The trading price of
our shares could decline due to any of these risks, and you could lose all or a part of your investment.
| 1. |
New
Product Development |
The
technological and operational success is the key to the Company’s success. As in the commercial development of any new mechanical
product, long-term operation may lead to the discovery of deficiencies in the solar tracker design, MAT design and/or in its manufacturing.
For instance, long-term operation might disclose that the loading exceeds design criteria, resulting in materials fatigue failure. Significant
developments in technologies, such as advanced fracking, ethanol, improved natural gas, or improvements in competitive solar trackers,
may materially and adversely affect our business and prospects in ways we do not currently anticipate. Any failure by us to develop new
technologies or to react to improvements with existing technologies, could materially delay our new technologies, which could result
in the decreased revenue and reduction of overall market share in both the solar marketplace and larger energy market.
| 2. |
Developing
Business Risks |
The
early stages of any start-up business are subject to many risks. Company success is highly influenced by the normal expenses, problems,
complications, and frequent delays associated with a new business. It is likely that Mass Megawatts will continue to require substantial
capital in addition to the proceeds of this offering. The ability to raise capital and support growth of its operations is dependent
on maintaining suitable profit margins for each investment the Company makes in its solar power technology. Additionally, numerous factors
including the nation’s economy, conditions of the capital markets in general, and conditions affecting the solar and wind energy
industry may affect Mass Megawatts’ ability to raise capital. There is no assurance that the Company’s products will result
in a commercial success.
| 3. |
Company
not at Mass Production Stage |
Currently
no solar tracker prototypes suitable for commercial or mass production have been completed or tested. Fatigue and weather related structural
testing has been done on a limited basis with a proof of concept prototype. The future success of the Company is dependent on its ability
to manufacture and to deliver the solar trackers on a timely basis at a sustained and acceptable cost. While the assembly capacity could
be established without much difficulty, no full scale production is currently implemented. Increasing this assembly capacity might involve
uncertainty and risk. Any delay in the financing, design, manufacture and could materially damage our business, financial condition and
operating results. New solar technology often experience delays in the design and manufacture. Mass Megawatts experienced significant
delays in launching the solar tracker. We initially announced that we would begin delivering at an earlier date, These delays resulted
in additional costs and adverse publicity for our business. We may experience similar delays in launching our production, and any such
delays could be significant. In addition, final designs for the build out of the planned facilities are still in process, and component
procurement and manufacturing plans have not been finalized. We are currently evaluating our suppliers for planned production. However,
we may not be able to engage suppliers for the remaining components. In addition, we will also need to do extensive testing to ensure
that the Solar Tracker is in compliance with UL 3703 prior to beginning mass production. Our plan to is dependent upon the timely availability
of funds. The build out of our manufacturing plans in a timely manner and ability to execute plans are critical.
No
utility purchase agreement has been signed at a purchase price that would result a profit. There can be no assurances that the Company’s
own marketing efforts will be successful. The Company has not entered into any distribution arrangements. The Company requires significant
investment prior to commercial introduction, and may never be successfully developed or commercially successful. There can be no assurance
that we will be able to meet the expectations of our customers or will become commercially viable. The Company may not able to build
the solar trackers to the expectations created by the early prototype. The customers may not accept our solar tracker and our future
sales could be adversely affected. In the future, the Company may be required to introduce on a regular basis new and enhanced solar
trackers. As technologies change, we will be expected to upgrade or adapt our products and introduce improved versions. We have limited
experience simultaneously designing, manufacturing and marketing our product.
| 5. |
Possible
Loss of Investment |
Prospective
investors should be aware that their entire investment could be at risk. Quarterly variations in financial results could cause the market
price of the Common Stock to fluctuate substantially. Mass Megawatts’ revenues and earnings are difficult to predict because of
the unpredictable timing related to the production goals. In addition, the stock marketing in general could experience wide price and
volume fluctuations. There are no assurances that an investment in this company will be profitable.
There
can be no assurances that patents will issue from any of the pending applications. In addition, with regard to any patent that may issue,
there can be no assurance that the claims allowed will be sufficiently broad to protect the Company’s technology or that issued
patents will not be challenged or invalidated. There is no certainty that we are the first inventor of a new product covered by pending
patent applications or the first to file patent applications. We be certain that the pending patent applications of our company or any
licensor will result in issuing of patents or that there would be sufficient protection against a competitor. In addition, patent applications
filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot
be certain that foreign patent applications related to issued U.S. patents will be issued. Furthermore, some foreign countries provide
significantly less effective patent protection than in the United States. The status of patents involves complex legal and factual questions
and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications will result in patent
issuances. The protection against competitors with similar technology is uncertain. Additionally, patents issued are subject to infringement
and potentially be redesigned by others. Competitors may obtain patents that we need to license or design around. The increased costs
may have a negative impact on our business.
| 7. |
Risk
of Inability to Achieve the Maximum Proceeds in the Amount of the Offering |
It
will be more difficult for the company to achieve a successful implementation of its business plan if the maximum proceeds made available
through this offering cannot be raised. Wind power generating facilities require substantial investments. General economic and capital
market conditions may have a negative impact in the Company’s ability to achieve the maximum proceeds amount. If less than the
maximum proceeds are sold, the percentage of non-product manufacturing expenses (offering, legal, accounting, and advertising expenses)
to the overall use of offering proceeds will be greater than the percentage if the maximum proceeds are sold.
Although,
there is some liquidity of the company’s Common Stock on OTC Markets at the current time, there has been no guarantee of a market
for our Common Stock and the Investors may not be able to sell their shares after the offering is completed. There is no guarantee of
liquidity at any time in the future with the common stock of Mass Megawatts being traded on OTC Markets. There can be no assurance that
a significant public market will develop or be sustained after this offering. In addition, there is risk that the offering will not be
able to be completed.
Rapid
growth could impair the Company’s ability to effectively manage growth. Managing growth requires expanding the employee, operational,
and financial bases. Failure to develop efficient construction and manufacturing processes of the solar technology could have a negative
impact on the ability to manage growth. Mass Megawatts might not have the ability to execute its forward commitments to manufacture and
construct its solar trackers. If we are unable to establish and maintain confidence with business prospects among consumers, then our
financial condition and business outlook may suffer. Suppliers and installers will be less likely to invest time and resources in developing
business opportunities with Mass Megawatts if they do not have confidence with us. In order to build and maintain our business, we must
maintain confidence among customers and suppliers Many factors are largely outside our would likely harm our business and make it more
difficult to raise additional funds when needed.
| 10. |
Retention
of Key Employees Risk |
Our
key employees are not bound by any employment agreement. There can be no assurance that we will be able to successfully attract key people
necessary to grow our business. A good part of our future success is dependent upon our ability to attract key technology, sales, marketing
and support personnel and any failure to do so could adversely impact our business. The Company may in the future experience difficulty
in retaining members of our management team. Additionally, we do not have “key person” life insurance policies covering any
of our officers or other key employees. There is substantial competition for qualified individuals with the specialized knowledge of
solar energy and this competition affects both our ability to retain and hire key employees.
| 11. |
“Going
Concern” Qualifications |
Our
accountants have included an explanatory paragraph in their report on our financial statements regarding our ability to continue as a
going concern. During the ordinary course of business, operating losses have incurred each period since inception, resulting in an accumulated
deficit and negative cash flows. Currently, management is soliciting additional equity investors to fund these losses. However, these
conditions raise substantial doubt about the Mass Megawatts, ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 12. |
Limited
Site Locations |
Local
regulatory, permitting, and zoning constraints may limit, delay, or affect the cost of site development. The visibility of solar energy
farms and wind turbines as well as threats to endangered or migratory birds may require wind turbines to not be sited near areas where
such species might be threatened. In addition, suitable sites may be located in areas where the availability of solar or wind resource
does not coincide with power needs and it may be remote from adequate transmission facilities. In some otherwise favorable sites the
energy cost may be low. Some sites might be limited with the high cost of acquiring easements and other land use rights. Site development
may be affected by social policy concerns, such as noise and visibility of wind energy systems. The danger to migratory birds and other
wildlife may require the site locations to be abandoned or moved to areas where the endangered species might not be threatened. Other
site related issues include local regulatory, zoning and permitting constraints which may delay, limit or affect the cost of site development.
The
electric industry is subject to energy and environmental laws at the federal, state, and local levels. The Public Utility Regulatory
Act of 1978 provides qualifying facilities (“QFs”) important exemptions from substantial federal and state legislation, including
regulation as public utilities. Loss of QF status by any one of the Company’s projects could cause the Company to become a public
utility holding company, thereby causing many of the Company’s other projects to lose their QF status and become subject to regulation
as public utilities. The compliance of the regulations may be complicated or difficult. Specialized or legal assistance may be required
for the company to carry out its business. Electric generation projects also are subject to federal, state, and local laws and administrative
regulations, which govern the geographic location, zoning, land use, and operation of plants and emissions produced by said plants. Recently,
modified legislation of the Public Utility Holding Company Act of 1935 (“PURPA”) increases competition by allowing utilities
to develop production facilities that don’t qualify as QFs without being subject to regulation under PUHCA.
Interruption
of suppliers operations can delay delivery of components to the company, which could adversely impact the company’s operations.
Mass Megawatts purchases components from outside venders and is aware of alternative suppliers for single-sourced items. The Company
believes that the loss of any one supplier would have only a short-term impact on its production schedule. In the long term, additional
suppliers will be required as production volume increases. While we believe that we may be able to establish alternate supply relationships
and can obtain or engineer replacement components for our single source components, Mass Megawatts may be unable to do so in the short
term or at all at prices or costs that are favorable to us. In particular, while we believe that we will be able to secure alternate
sources of supply for almost all of our single sourced components on a relatively short time frame, qualifying alternate suppliers or
developing our own replacements for certain highly customized components of the solar tracker, such as the solar panels, inverters and
racking.
This
supply chain exposes us to multiple potential sources of delivery failure or component shortages. Mass Megawatts is currently evaluating
our suppliers for the planned production solar tracker and we intend to establish suppliers for key components. Changes in business conditions
beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us
on a timely basis. If we experience increased demand, or need to replace our existing suppliers, there can be no assurance that additional
supplies of component parts will be available when required on terms that are favorable to us or that any supplier would allocate sufficient
supplies. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could
lead to delays that could materially adversely affect our business. A failure by our suppliers to provide the components necessary to
manufacture our solar trackers could prevent us from fulfilling customer orders in a timely fashion which could result in a material
adverse effect on our business. In addition, since we have no fixed pricing arrangements with any of our suppliers which could harm our
financial condition.
Fossil
fuel-fired plants including gas-fired and petroleum-fueled power plants, are the primary competition of the Company. In addition, the
increased use of competitive bidding procedures has made obtaining power purchase agreements with utilities more competitive. Competitive
bidding generally has reduced the price utilities pay independent power producers, which, in turn, reduces the profitability of many
independent power projects. If solar power and wind power become a more widely accepted technology, large and well-capitalized companies
deciding to invest in any of the various wind power technologies, may also increase the competition.
| 16. |
Fluctuation
of Conventional Energy Prices |
Survival
of wind-powered facilities depends on producing electricity at a cost that is competitive with other forms of generation. Low fossil
fuel prices, which reduce the cost of electricity generated by fossil fuels, may adversely affect the Company’s ability to generate
profits.
| 17 |
Changes
in Government Incentives |
Any
reduction or elimination of government incentives because of policy changes, the reduced need for such subsidies and incentives due to
the perceived success of the solar tracker may result in the reduced competitiveness. Our growth depends in part on the availability
of incentives for solar energy. Certain regulations that encourage sales of solar power equipment could be reduced or eliminated, either
currently or at any time in the future. For example, while the federal and state governments have from time to time enacted tax credits
and other incentives, our competitors have more resources with legislative activities.
| 18 |
Inability
in Obtaining Grants |
Mass
Megawatts plans to apply for federal and state incentives including, loans, grants, and tax incentives designed to support renewable
energy technologies. We anticipate that in the future there will be new opportunities for us. Our ability to obtain funds or incentives
from government sources is subject to the approval of our applications of participating programs. The application process for these incentives
will be highly competitive. There is no assurance that the Company will be successful. If there is a lack of success in obtaining any
of these additional incentives and we cannot find alternative sources of funding to meet our planned expenditures, our business could
be materially adversely affected.
| 19 |
Employee
Union Activity |
None
of our employees are currently represented by a labor union, In the future that may change. It could result in higher employee costs
and increased potential of work stoppages. As the business grows, there can be no assurances that our employees will not join or form
a labor union or that we will not be required to become a union signatory. Mass Megawatts is neutral as to the formation of unions. We
are also directly or indirectly dependent upon companies with unionized work forces, such as suppliers and shipping companies. Those
companies may have work stoppages or strikes having a material adverse impact on our business. If a work stoppage occurs, it could delay
the manufacture and sale of our solar trackers.
| 20. |
Product
Liability Risk |
Mass
Megawatts may become subject to product liability claims. It could harm our business. A successful product liability claim against us
could require us to pay a substantial monetary award and claim could generate substantial negative publicity about any significant lawsuit
seeking damages exceeding our coverage may have a material adverse effect on our reputation. We may not be able to secure additional
product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face
liability for our products and are forced to make a claim under our policy.
Any
product recall in the future may result in adverse publicity, damage our brand. Such recalls, voluntary or involuntary, involve significant
expense and diversion of management attention and other resources, which would adversely affect our brand image in our target markets
and could adversely affect our business.
| 22. |
Insufficient
Warranty Reserves |
If
our warranty reserves are inadequate to cover future warranty claims on our solar trackers, our business could be negatively impacted.
We record and adjust warranty reserves based on changes in estimated costs and actual warranty costs. However, the Company has extremely
limited operating experience with our solar trackers and little experience with warranty claims and estimating warranty reserves There
can be no assurances that our existing warranty reserves will be sufficient to cover all claims or that our limited experience with warranty
claims will adequately address the needs of our customers to their satisfaction.
Our
ethical standards are important to our company. Our suppliers are independent with their own business practices. A lack of demonstrated
compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products
or other disruptions. Legal violations by our suppliers or the divergence of an independent supplier’s labor or other practices
from those generally accepted as ethical could also attract adverse publicity. If we, or other manufacturers in our industry, encounter
these problems in the future, it could harm the industry’s image and our business.
| 24 |
Cost
of Being Public Risk |
As
a public company, we will incur significant expenses that we did not incur as a private company, including legal and accounting costs
associated with public company reporting and corporate governance. Mass Megawatts is planning to file a Form 10 which will result in
complying with rules implemented by the Securities and Exchange Commission. In addition, our management team will also have to adapt
to the additional requirements of being a SEC reporting company. We expect complying with these rules and regulations will substantially
increase our legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs associated
with operating as a public company will increase our expenses. Additionally, these requirements will require extra attention of our management.
The uncertainty especially among anyone not familiar with the obligations of public companies may cause more difficulty to attract and
retain qualified individuals to serve on our board of directors or as our executive officers.
Mass
Megawatts has not achieved a profit in its history and there is no guarantee of the company distributing a dividend in the near future.
We did not declare any cash distributions or dividends in the past, and we currently do not anticipate paying any cash distributions
or dividends in the foreseeable future. Our priority is supporting our operations and to finance the development of our business. Any
future determination relating to dividend policy will depend on a number of facts including capital requirements and our financial condition.
The
proposed public offering price is higher than the average price per share paid by many investors in the Company. Accordingly, new investors
in the Company will experience substantial immediate dilution with respect to their investment.
Note:
In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. In reviewing this
Disclosure Document, potential investors should keep in mind other possible risks that could be important.
Item
2 Financial
MANAGEMENT
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Mass
Megawatts shows a loss in the most recent fiscal year. The loss was related mostly to the development of a prototype, including engineering
work and administrative expenses. Other costs include development of site locations for future projects.
Mass
Megawatts has much uncertainty about the its company’s future as a result of the lack of historical operating data for several
years. The lack of substantial sales and profitability could have an adverse impact on the company.
However,
as far as the Mass Megawatts market share is concerned, there is expected to be little significant negative impact on the Company’s
operating results from any changes in the underlying economics of the industry within the next 12 months, because the market for electricity
is large enough, whereas the company’s overall market share objective has little or no impact on the much larger electricity market.
The
renewable energy industry is favorably impacted by new legislation and regulations toward a cleaner air environment. This trend toward
clean electricity continues to grow, particularly in view of the non-polluting nature of wind generation and its endless renewable source.
However, there remains some uncertainty on whether the federal or state governments will continue with favorable environmental legislation
despite popular support toward renewable energy.
The
electric power industry is undergoing a period of deregulation and restructuring which is like the telecommunication deregulation of
the 1980’s. It is impossible to predict whether this change will have a favorable or negative impact for the industry. However,
restructuring can present more advantages and opportunities for the Company’s very competitive product in competing vigorously
in the new marketplace.
OPERATION
SUMMARY
The
highest priority will continue to be constructing power plant prototypes soon. New parts from earlier versions may be needed and there
is cash reserved for potential contingencies.
The
next priority is our marketing program. The first effort will be toward developing strategic alliances with other electric power developers
who have done the initial steps of zoning, financing, and other requirements toward developing successful energy projects. The developers
would benefit from Mass Megawatt’s new and more cost-effective product.
As
our next priority, working capital and administrative support will be used for contingencies on an “as needed” basis.
ORGANIZATION
HISTORY SINCE INCEPTION
Mass
Megawatts Wind Power Inc., a Massachusetts Corporation, (“Mass Megawatts” or the “Company”) was organized as
Mass Megawatts, Inc. under the laws of the Commonwealth of Massachusetts on May 27,1997. Mass Megawatts, Inc. changed its name from Mass
Megawatts, Inc. on January 2, 2001, to Mass Megawatts Power, Inc. On February 27,2002 the Company changed its name from Mass Megawatt
Power, Inc to Mass Megawatts Wind Power, Inc.
There
has been no bankruptcy, receivership or proceeding in the Company’s history. Mass Megawatts never had a reverse split or forward
split of its Common Stock. No event occurred involving material reclassification, merger, consolidation, or significant amount of assets
purchased or sold not pertaining to the ordinary course of business. Mass Megawatts has not recorded any significant revenue since its
inception and there is substantial doubt about the going concern status of the company without additional funding. There have been no
trading suspension orders issued by the SEC concerning the issuer or its predecessors.
SHORT
TERM PRIORITIES IN THE NEXT 12 MONTHS
The
highest priority will be preparing to manufacture the solar tracker. In the development of the solar trackers, Mass Megawatts would first
conduct weather related and environmental testing activities. However, most of the testing has been done. Our second highest priority
is third party verification of the technology in order to be eligible for future debt financing and more favorable equity financing.
In the beginning of the marketing of the solar tracker, the Company plans to finance the sales of the trackers. Just like any new product,
outside financing and customer acceptance are major obstacles until a few sales and customer references are established. The ability
to receive bank or related financing for our customers and ourselves after a short period of time should be available. However, since
we must earn the bank and customer acceptance, financing the initial sales will be critical.
The
next priority is our marketing program. The first effort will be toward developing strategic alliances with other solar power developers
who have done the initial steps of zoning, financing and other requirements toward developing successful wind energy projects. The developers
may benefit from Mass Megawatt’s new product if it can be proven to be more cost effective. No assurance can be given as to the
development of a successful new product. Numerous other risks may prevent developers from considering any business relationships with
Mass Megawatts. However, the first few small projects will advance the confidence of potential allies and developers.
As
soon as the Mass Megawatts establishes on the course of its primary marketing efforts, the Company plans to establish strategic alliances
with companies involved with green marketing programs. As noted earlier, numerous other risks may prevent developers from considering
any business relationships with Mass Megawatts. No assurance can be given as to the development of a successful marketing efforts. The
Company, Mass Megawatts, will begin these efforts with “word of mouth” techniques at business organizations and with power
brokers. Other efforts include direct advertising to green pricing customers either through direct mail or advertising in the media in
conjunction with environmental related events. On a limited budget, the Company will be able to determine which marketing methods are
most effective by marketing in a very limited geographical area.
As
initial marketing efforts including “word of mouth” techniques have matured, the company will advertise in local publications
if cash flow allows continued marketing efforts. Again, as noted earlier, no assurance can be given as to the development of a successful
marketing program. If successful, television and radio advertisement could be utilized.
As
our next priority, working capital and administrative support will be used for contingencies on an “as needed” basis.
More
specific goals include
Independent
technology verification includes the independent certification from underwriters Labs (UL 3703 certification for solar trackers))
will help in the selling of a new technology. Completing the certification help give the customer assurances that the National Code NFPA
70 requirements are met. The cost can be minimal since the ll items of the solar power unit (panels, racking inverters, electrical interconnection
equipment) and tracker have already been certified except for the actual physical platform itself. The highest electrical and mechanical
engineering standards help speed up the approval process by many local land use government officials.
Product
refinement and improvements include construction, data acquisition, experimental retrofits/engineering and testing of a 30kW unit
and a wind tunnel test for structural verification to reduce foundation and racking requirements to with our furling system for reducing
wind loading. It is possible to reduce the cost to being below the cost of a comparable stationary unit. That has never been done before.
However, that may only have an advantage in high wind location. Our current marketing strategy does not require it as our trackers in
itself will reduce the cost of solar generated electricity
Marketing,
customer acquisition expenses, and web site related promotion
Administrative
expenses include for two years of auditor expenses as a SEC reporting company (not reporting currently) and one year corporate salary
Plant,
initial employees, equipment include warehouse space with loading dock for the office and production facilities of the tracker platforms
for one year. initial cash outlay for three employees on an as needed basis. However, the cost of sales would limit the repetition of
this expense as the cost would be covered with each sale. (Equipment and minimum inventory requirements to production).
Finance
Initial Sales to overcome the obstacles of customer acceptance and bank financing of a new product. The company will be anticipated
to recoup this expenditure from the repayment of the loan by the customer in addition to the revenue and/or profit from the sale. Any
future financing could be outside vendors or low interest long term bonds once the company achieves the credit worthiness of a company
with sustainable profits.
Results
of Operations
Three
Months Ended January 31, 2022 Compared to the Three Months Ended January 31, 2021
Operating
Expenses
During
the three months ended January 31, 2022, our total operating expenses included general and administrative expenses of $79,229 as compared
to $133,773 during the three months ended January 31, 2021. The $54,544 decrease is primarily associated with decreases in stock based
compensation and taxes which were offset with increases in advertising and marketing expenses.
Nine
Months Ended January 31, 2021 Compared to the Nine Months Ended January 31, 2021
Operating
Expenses
During
the nine months ended January 31, 2022, our total operating expenses included general and administrative expenses of $193,308 as compared
to $146,839 during the nine months ended January 31, 2021. The $46,469 increase is primarily associated with increases in consulting,
marketing and registration fees.
Year
Ended April 30, 2021 Compared to Year Ended April 30, 2020
Operating
Expenses
During
the year ended April 30, 2021, our total operating expenses included general and administrative expenses of $284,520 as compared to $161,837
during the year ended April 30, 2020. The $122,683 increase is primarily associated with increases in stock based compensation and registration
fees.
Liquidity
and Capital Resources
As
of January 31,2022, we had total current assets of $205,614 and total current liabilities of $131,312.
Net
cash used in operating activities was $190,573 for the nine months ended January 31,2022, as compared with $58,139 in cash used for the
same nine month period ended January 31, 2021. Our net losses were the main contributing factor to our negative operating cash flows.
Financing
activities provided $324,500 in cash for the nine months ended January 31,2022, as compared with $87,390 in cash used for the same nine
month period ended January 31, 2021. In 2022 and 2021, financing cash flow is attributable the sale of common stock.
Going
Concern
We
have not attained profitable operations and are dependent upon obtaining financing to pursue our business activities. For these reasons,
we have included in our audited and unaudited financial statements that there is substantial doubt that we will be able to continue as
a going concern without further financing.
The
Company has not yet established an ongoing source of revenues sufficient to cover its operating costs for the next fiscal year and allow
it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.
Future
Financings.
It
is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us if we are
unable to raise money or find alternate forms of financing. There can be no assurance that we will be successful in raising additional
funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance
that such additional financing will be available to us on acceptable terms or at all. If we are unable to raise this money, our growth
plans could be unattainable. There can be no assurance that our attempts to raise funds will be successful. You may lose your entire
investment.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
are material to stockholders.
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.
Item
3-Properties
DESCRIPTION
OF PROPERTY
Mass
Megawatts does not own any real property. The Company has its administrative offices in Shrewsbury, Massachusetts. The Company also has
a location in Worcester, Massachusetts for building prototypes and plan to build small units for customers over the short term at the
same location until a larger location is needed.
Item
4- Security Ownership of Certain Beneficial Owners and Management
SECURITY
OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information, as of January 31,2022, relating to the beneficial ownership of the common stock by all persons
known by the Company to beneficially own more than 5% of the outstanding shares of common stock of the Company. No director, director
nominee or executive officer other than Mr. Ricker owns any shares of the common capital stock. There were 137,764,579 shares issued
and outstanding as of January 31,2022.
| Title of Class | |
Name and Address | |
Amount and Nature | |
| Percent of Class | |
Of Beneficial Owner | |
of Ownership | |
| | |
| |
| |
| Common Stock | |
Jonathan Ricker | |
| 51,902,635 | |
| 37.7% | |
| |
| | |
| | |
100 Boston Turnpike | |
| | |
| | |
Shrewsbury, MA 01545 | |
| | |
| | |
| |
| | |
| Common Stock | |
All officers and directors as | |
| 51,902,635 | |
Item
5-Directors and Executive Officers
MANAGEMENT
Cautionary
Note: Due to the financial limitations of hiring full time management until a refined prototype is developed, certain members of the
management team have been retained as consultants on an as-needed basis and are not guaranteed week to week work on a consistent basis
in the foreseeable future.
The
following table sets forth the names and ages of the Company’s directors and executive officers and the positions they hold.
| Name: |
|
Age: |
|
Position: |
| |
|
|
|
|
| Jonathan
Ricker |
|
61 |
|
Chairman,
Chief Executive Officer |
| Gary
Bedell |
|
65 |
|
Chief
Operating Officer |
| Michael
A. Cook |
|
61 |
|
Project
Finance Manager |
| Thomas
M. Dill |
|
53 |
|
Consulting
Director of Distribution |
| Gary
Bedell |
|
65 |
|
Director |
| Debra
Kasputis |
|
58 |
|
Director |
The
following sets forth biographical information about the Company’s directors and executive officers, including periods of service
for the Company. The executive officers serve at the discretion of the Board of Directors and until their successors are duly elected
and qualified. The Company’s Board of Directors are elected annually by the stock holders of the Company and serve until the next
annual meeting of the stockholders and until their successors are duly elected and qualified.
Jonathan
Ricker, serves as Chief Executive Officer and Chairman of the Board of Directors.
For
the past 20 years, Mr. Ricker has been involved in Product development, Strategic Planning, and Market Evaluations in growing businesses.
He founded and operated a business consulting service for over 6 years. He also served as Senior Registered Options Principal in the
Investment Banking industry for five years, which provided insight into the significant long-term opportunities provided by wind energy.
Mr. Ricker has been active in the wind energy research community since 1991. His involvement includes lobbying for the federal renewable
energy tax credit in Washington, DC that was passed in 1998. He holds a BS in Business and AD in Accounting from Bentley College.
Gary
Bedell, serves as Chief Operating Officer
Mr.
Bedell has over 23 years of experience in electrical and engineering management with several years of technical experience including
structural, mechanical, and computer engineering related work. Mr. Bedell has been involved with the planning and construction of projects
requiring factory automation, production line planning and other process engineering related activities.
Michael
A. Cook, serves as a consultant and Project Finance advisor for the Company on a part time basis.
Mr.
Cook has over 25 years of experience in financial risk mitigation and management including a 15 year involvement with wind energy. He
understands the challenges of renewable Technologies being experimental and lacking sufficient historical long life data of traditional
energy projects. His first wind energy financial risk package was underwritten by Continental Insurance Company in 1984. Mike has been
developing structured financial risk mitigation programs that give added assurance of debt repayment to project lenders involved in new
energy technology. Mr. Cook gained his experience in new project finance risk mitigation during his 10 year post as the Pacific Regional
Manager of Special Risk Property and Machinery Department of the Continental Insurance Company. Mike managed a staff, which included
professional division managers and 5 satellite offices. He also served 3 years as an Executive Underwriter at the Special Risk Facilities/Energy
Technical Department of the CIGNA Corporation. Mike was involved in the development of financial risk mitigation methods for new projects
for several energy companies including Ormat, Mission Energy, TOSCO, PG&E, SMUD, Colorado Public Service, LUZ Solar, and many wind
projects. Mike’s tools for mitigating risk include Special Financial risk programs which may include financial guarantees, political
risk coverage, physical risk protection and even weather risk insurance coverage including the lack of good wind. With proper documentation
generated by project due diligence and local public data, financial guarantees of the course of nature are available.
Thomas
M. Dill serves as Consulting Director of Distribution for the company.
Mr.
Dill has over 25 years of Manufacturing, Industrial Engineering, and Facilities Management experience. Most recently, he was the Director
of Real Estate and Facilities for MKE-Quantum Corporation responsible for three facilities with operations in the US and Indonesia. Prior
to MKEQC, Mr. Dill spent nine years as Director of Real Estate and Corporate Planning for two high-tech companies. He worked as an industrial
engineering manager in the semiconductor industry. His project management responsibilities included construction of a $20 million class
1, clean room facility for semiconductor manufacturing, a $35 million office building expansion, and a $6 million loading dock and chemical
storage facility. Mr. Dill is a licensed Massachusetts Construction Supervisor. He holds a BS in Business Administration from Boston
University.
DIRECTORS
There
are presently three Directors of the Company, two are inside directors, and one is considered an independent director.
Gary
Bedell is the Company’s Chief Operating Officer and resides in Worcester, Ma (See Executive Officers)
Debra
Kasputis is a business consultant and resides in Southbridge, MA
Ms.
Kasputis has over twenty years of experience of administrative oversight for the operational side of small businesses. Her experience
toward overseeing field operations is important to avoid cost overruns which are more challenging than production procedures inside a
manufacturing facility. The ability to have a more defined cost at the location of the units being constructed is a challenge and cannot
be entirely avoided. The control of a cost per unit in a defined factory procedure can be achieved easier. It is important to avoid increased
uncertainty of construction cost overruns at the construction sites by having more of the production procedure in a defined production
facility before any nearly completed product is brought to the construction site.
Jonathan
Ricker Chairman and Chief Executive Officer of Mass Megawatts resides in Shrewsbury, MA (See Executive Officers.)
Item
6- Executive Compensation
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
The
Company does not have a profit sharing or incentive plan. None of the executive officers or directors received compensation in the current
fiscal year. However, the Chief Executive Officer plans to have a salary of $60,000 in the next fiscal year.
Item
7-Certain Relationships and Related Transactions, and Director Independence
There
have been no transactions between the Company and any shareholder owning greater than 5% of the Company’s outstanding shares, executive
officer, director, nominee for officer or director, or any of the above referenced individual’s immediate family. There are presently
three Directors of the Company, two are inside directors, and one is an outside director.
The
largest shareholder and CEO had made several advances to the Company over the years to assist with its financial obligations.
The
Company does not have a standing nominating, compensation, or audit committee. Our Board of Directors performs the functions of these
committees. We do not believe that our Board of Directors needs to appoint such committees because the low volume of matters that come
before our Board of Directors permits the directors to give sufficient time and attention to such matters. Additionally, we are not required
to have such committees since our Company and the Company’s stock is not listed on a national securities exchange.
Item
8- Legal Proceedings
The
Company currently have no legal proceedings to which the Company is a party to or to which its property is subject to and, to the best
of its knowledge, no adverse legal activity is anticipated or threatened.
Item
9- Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The
Common Stock of the Company is traded on the Over the Counter Market and quoted under the symbol “MMMW”. The following table
sets forth, for the first two fiscal years ended April 30,2021 and April 30,2020 as well as each quarter since the end of the latest
full fiscal year, the high and low per share bid prices of the Company’s Common Stock as reported by OTC Markets. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not represent actual transactions.
| | |
Nine Months Ended
January 31,2021 | |
| | |
High | | |
Low | |
| First Quarter | |
$ | 0.11 | | |
| 0.05 | |
| Second Quarter | |
| 0.08 | | |
| 0.039 | |
| Third Quarter | |
| 0.08 | | |
| 0.03 | |
| | |
Year Ended April 30,2021 | |
| | |
High | | |
Low | |
| First Quarter | |
$ | 0.009 | | |
| 0.006 | |
| Second Quarter | |
| 0.021 | | |
| 0.007 | |
| Third Quarter | |
| 0.43 | | |
| 0.015 | |
Fourth
Quarter 0.30 0.08
| | |
Year Ended April 30,2020 | |
| | |
High | | |
Low | |
| First Quarter | |
| 0.009 | | |
| 0.006 | |
| Second Quarter | |
| 0.02 | | |
| 0.006 | |
| Third Quarter | |
| 0.01 | | |
| 0.007 | |
| Fourth Quarter | |
| 0.009 | | |
| 0.006 | |
There
were no modifications of any instrument defining the rights of holders of the Company’s common stock and no limitations or qualifications
of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modifications
thereof.
Dividend
Policy
The
Mass Megawatts does not anticipate that it will pay cash dividends or distributions in the foreseeable future. In the past, Mass Megawatts
had never declared any cash dividends or made any distributions. The Company plans to retain its earnings in order to help finance the
growing operations.
OTHER
SHAREHOLDER MATTERS
Mass
Megawatts does not have Preferred Stock, Convertible Securities, rights to exchange into shares of Common Stock, Options, Warrants, Debt
Securities, or Equity Compensation Plans at the current time.
Item
10 Recent Sales of Unregistered Securities
The
following information represents securities sold by the Company since May 1, 2019, which were not registered under the Securities Act.
All the sales of Unregistered Securities were new issuances of Common Stock (no par). The sales and issuances of the securities described
below were made pursuant to the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D (Rule
506 D) under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment
only and each purchaser was sufficient information toward making an informed investment decision.
On
November 9, 2020, we issued 300,000 shares of common stock in exchange for services rendered valued at $6,120.
On
December 30, 2020, we issued 1,000,000 shares of common stock in exchange for equipment valued at $29,000.
On
January 7, 2021, we issued 500,000 shares of common stock in exchange for services rendered valued at $15,850.
On
January 15, 2021, we issued 300,000 shares of common stock in exchange for services rendered valued at $15,300.
On
January 21, 2021, we issued 1,326,000 shares of common stock in exchange for cash proceeds of $19,890.
On
January 22, 2021, we issued 3,000,000 shares of common stock in exchange for cash proceeds of $60,000.
On
January 25, 2021, we issued 100,000 shares of common stock in exchange for cash proceeds of $2,500.
On
January 28, 2021 we issued 50,716,815 shares of common stock in exchange for debt valued of $491,483 to Jonathan Ricker, the Company’s
Chief Executive Officer.
On
January 29, 2021, we issued 100,000 shares of common stock in exchange for cash proceeds of $5,000.
On
February 1, 2021, we issued 600,000 shares of common stock in exchange for cash proceeds of $24,000.
On
February 5, 2021, we issued 71,429 shares of common stock in exchange for cash proceeds of $5,000.
On
February 8, 2021, we issued 71,429 shares of common stock in exchange for cash proceeds of $5,000.
On
February 10, 2021, we issued 71,429 shares of common stock in exchange for cash proceeds of $5,000.
On
February 10, 2021, we issued 200,000 shares of common stock in exchange for cash proceeds of $5,000.
On
February 16, 2021 we issued 1,500,000 shares of common stock in exchange for cash proceeds of $45,000.
On
March 19, 2021, we issued 500,000 shares of common stock in exchange for cash proceeds of $15,000.
On
March 25, 2021, we issued 300,000 shares of common stock in exchange for services rendered valued at $55,500.
On
April 12, 2021, we issued 400,000 shares of common stock in exchange for cash proceeds of $14,000.
On
April 28, 2021, we issued 1,250,000 shares of common stock in exchange for cash proceeds of $25,000.
On
May 6, 2021, we issued 1,500,000 shares of common stock in exchange for cash proceeds of $30,000.
On
June 8, 2021, we issued 300,000 shares of common stock in exchange for cash proceeds of $4,500.
On
September 19, 2021, we issued 1,000,000 shares of common stock in exchange for cash proceeds of $20,000.
On
October 4, 2021, we issued 200,000 shares of common stock in exchange for cash proceeds of $10,000.
On
November 1, 2021, we issued 1,000,000 shares of common stock in exchange for cash proceeds of $20,000.
On
November 3, 2021, we issued 4,300,000 shares of common stock in exchange for cash proceeds of $215,000.
On
November 4, 2021, we issued 500,000 shares of common stock in exchange for cash proceeds of $25,000.
Item
11- Description of Registrant’s Securities to be Registered
As
of January 31,2022, there were 137,764,579 common shares issued and outstanding. Mass Megawatts has 158,000,000 common shares authorized.
All the shares have equal rights with respect to voting, liquidation, and dividend rights. Of the Company’s total outstanding shares,
approximately 54,198,881 shares may be sold, transferred or otherwise traded in the public market without restrictions, unless held by
an affiliate or controlling shareholder of the Company. None of the free trading shares are held by an affiliate.
The
other 83,565,698 common shares are restricted shares which have not been registered pursuant to the Securities Act of 1933 and any state
regulations. The restricted stocks are not freely tradable.
The
restricted stock may not be sold or offered for sale in the absence of an effective registration statement as to the securities under
said Act and any applicable state securities laws or an opinion of counsel satisfactory to the issuer that such registration is not required.
An
example of an exemption from registration of restricted shares is Rule 144 of the Securities Act of 1933. Under Rule 144 and subject
to certain limitations a person, including an affiliate, who has beneficially owned shares for at least one year is entitled to sell
in “broker transactions” or to market makers, within any three month period, a number of shares that does not exceed the
greater of one percent of the outstanding shares of Common Stock or the average weekly trading volume in the Common Stock during the
four calendar weeks preceding the filing of a Form 144 with respect to such sale.
TRANSFER
AGENT
Mass
Megawatts Wind Power, Inc.’s transfer agent is V Stock Transfer, Inc. with an address of 18 Lafayette Place, Woodmere, New York
11598. The telephone number is (212) 828-8436.
Item
12- Indemnification of Directors and Officers
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR THE SECURITIES ACT LIABILITIES
Pursuant
to Massachusetts General Laws, the Company has the power to indemnify an officer or director who, in their capacity as such, is made
a party to any suit or legal action if such officer or director acted in a manner believed to be in the best interest of the Company.
In the case of criminal proceedings, the director or officer is indemnified if there is no reasonable cause to believe that officer’s
or director’s conduct was unlawful. Massachusetts law permits a corporation to purchase and maintain liability insurance on behalf
of its officers and directors. Presently, the Company does not carry such insurance. Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and
therefore unenforceable.
Item
13- Financial Statements and Supplementary Data
The
Company’s audited financial statements for the fiscal years ended April 30,2020 and April 30,2021 are included here on pages F-15
through F-24 and were audited by MaloneBailey, LLP. The financial statements for the three and nine months ended January 31, 2022 and
2021 are reported in pages including as F-1 through F-12.
Item
14- Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item
15- Financial Statements and Exhibits
Index
to Financial Statements
Balance Sheets as January 31,2022 and April 30, 2021 (unaudited)
Statements of Operations for three and nine months ended January 31, 2022 and 2021 (unaudited)
Statements of Changes in Stockholders’ Equity (Deficit) for three and nine months ended January 31, 2022 and 2021 (unaudited)
Statements of Cash Flows for Nine months Ended January 31,2022 and 2021 (unaudited)
Notes to Financial Statements (Unaudited)
Report of Independent Registered Accounting Firm
Balance Sheets as of April 30, 2021, and 2020
Statements of Operations for the years ended April 30, 2021, and 2020
Statements of Changes in Stockholders’ Deficit for the years ended April 30, 2021, and 2020
Statements of Cashflows for the years ended April 30, 2021, and 2020
Notes to Financial Statements
Mass
Megawatts Wind Power, Inc.
Balance
Sheets
(Unaudited)
| | |
January 31, 2022 | | |
April 30, 2021 | |
| | |
| | |
As Restated | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 204,614 | | |
$ | 70,687 | |
| Deposits and other current assets | |
| 1,000 | | |
| 1,000 | |
| Total current assets | |
| 205,614 | | |
| 71,687 | |
| | |
| | | |
| | |
| Total assets | |
$ | 205,614 | | |
$ | 71,687 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 102,243 | | |
$ | 99,508 | |
| Deferred revenue | |
| 27,100 | | |
| 27,100 | |
| Due to officer | |
| 1,969 | | |
| 1,969 | |
| Total current liabilities | |
| 131,312 | | |
| 128,577 | |
| Total liabilities | |
| 131,312 | | |
| 128,577 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
Common stock, no par value, 158,000,000 shares authorized,
137,764,579 and 128,964,579
shares issued and outstanding, respectively | |
| 8,527,825 | | |
| 8,203,325 | |
| Additional paid in capital | |
| 1,569 | | |
| 1,569 | |
| Accumulated deficit | |
| (8,455,092 | ) | |
| (8,261,784 | ) |
| Total stockholders’ equity (deficit) | |
| 74,302 | | |
| (56,890 | ) |
| Total liabilities and stockholders’ equity (deficit) | |
$ | 205,614 | | |
$ | 71,687 | |
The
accompanying notes are an integral part of these unaudited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Operations
For
the three and nine months ended January 31, 2022 and 2021
(Unaudited)
| | |
Three Months Ended | | |
Three Months Ended | | |
Nine Months Ended | | |
Nine Months Ended | |
| | |
January 31, 2022 | | |
January 31, 2021 | | |
January 31, 2022 | | |
January 31, 2021 | |
| | |
As Restated | | |
As Restated | | |
| | |
| |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
$ | 79,229 | | |
$ | 133,773 | | |
$ | 193,308 | | |
$ | 146,839 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total operating expenses | |
| (79,229 | ) | |
| (133,773 | ) | |
| (193,308 | ) | |
| (146,839 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (79,229 | ) | |
$ | (133,773 | ) | |
$ | (193,308 | ) | |
$ | (146,839 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 137,218,425 | | |
| 69,229,020 | | |
| 133,008,215 | | |
| 67,508,424 | |
The
accompanying notes are an integral part of these unaudited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Changes in Stockholders’ Equity (Deficit)
For
the three and nine months ended January 31, 2022 and 2021
(Unaudited)
| | |
Common Stock | | |
Additional
paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
capital | | |
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, April 30, 2021 | |
| 128,964,579 | | |
$ | 8,203,325 | | |
$ | 1,569 | | |
$ | (8,261,784 | ) | |
$ | (56,890 | ) |
| Common shares for cash | |
| 1,800,000 | | |
| 34,500 | | |
| - | | |
| - | | |
| 34,500 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (65,990 | ) | |
| (65,990 | ) |
| Balance, July 31, 2021 | |
| 130,764,579 | | |
| 8,237,825 | | |
| 1,569 | | |
| (8,327,774 | ) | |
| (88,380 | ) |
| Common shares for cash | |
| 1,200,000 | | |
| 30,000 | | |
| - | | |
| - | | |
| 30,000 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (48,089 | ) | |
| (48,089 | ) |
| Balance, October 31, 2021 | |
| 131,964,579 | | |
| 8,267,825 | | |
| 1,569 | | |
| (8,375,863 | ) | |
| (106,469 | ) |
| Common shares for cash | |
| 5,800,000 | | |
| 260,000 | | |
| - | | |
| - | | |
| 260,000 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (79,229 | ) | |
| (79,229 | ) |
| Balance, January 31, 2022 - As Restated | |
| 137,764,579 | | |
$ | 8,527,825 | | |
$ | 1,569 | | |
$ | (8,455,092 | ) | |
$ | 74,302 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, April 30, 2020 | |
| 66,657,477 | | |
$ | 7,359,682 | | |
$ | 1,569 | | |
$ | (7,977,264 | ) | |
$ | (616,013 | ) |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (5,115 | ) | |
| (5,115 | ) |
| Balance, July 31, 2020 | |
| 66,657,477 | | |
| 7,359,682 | | |
| 1,569 | | |
| (7,982,379 | ) | |
| (621,128 | ) |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (7,951 | ) | |
| (7,951 | ) |
| Balance, October 31, 2020 | |
| 66,657,477 | | |
| 7,359,682 | | |
| 1,569 | | |
| (7,990,330 | ) | |
| (629,079 | ) |
| Common shares issued for cash | |
| 4,526,000 | | |
| 87,390 | | |
| - | | |
| - | | |
| 87,390 | |
| Common shares issued for services | |
| 2,100,000 | | |
| 66,270 | | |
| - | | |
| - | | |
| 66,270 | |
| Common shares issued for settlement of liabilities | |
| 50,716,815 | | |
| 491,483 | | |
| - | | |
| - | | |
| 491,483 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (133,773 | ) | |
| (133,773 | ) |
| Balance, January 31, 2021 - As Restated | |
| 124,000,292 | | |
$ | 8,004,825 | | |
$ | 1,569 | | |
$ | (8,124,103 | ) | |
$ | (117,709 | ) |
The
accompanying notes are an integral part of these unaudited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Cash Flows
For
the nine months ended January 31, 2022 and 2021
(Unaudited)
| | |
January 31, 2022 | | |
January 31, 2021 | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net loss | |
$ | (193,308 | ) | |
$ | (146,839 | ) |
| Adjustment to reconcile net loss to cash used in operating activities: | |
| | | |
| | |
| Stock based compensation | |
| - | | |
| 66,270 | |
| Loss on settlement of accounts payable | |
| - | | |
| 1,623 | |
| Net change in: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 2,735 | | |
| 20,807 | |
| | |
| | | |
| | |
| CASH FLOWS USED IN OPERATING ACTIVITIES | |
| (190,573 | ) | |
| (58,139 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds from sale of common shares | |
| 324,500 | | |
| 87,390 | |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 324,500 | | |
| 87,390 | |
| | |
| | | |
| | |
| NET CHANGE IN CASH | |
| 133,927 | | |
| 29,251 | |
| Cash, beginning of period | |
| 70,687 | | |
| 173 | |
| Cash, end of period | |
$ | 204,614 | | |
$ | 29,424 | |
| | |
| | | |
| | |
| SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | |
| | |
| | | |
| | |
| Cash paid on interest expenses | |
$ | - | | |
$ | - | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| NON-CASH TRANSACTIONS | |
| | | |
| | |
| Convertible note issued for accounts payable and accrued expenses | |
$ | - | | |
$ | 489,860 | |
The
accompanying notes are an integral part of these unaudited financial statements.
Mass
Megawatts Wind Power, Inc.
Notes
to the Financial Statements
(Unaudited)
Note
1. Nature of Business
Mass
Megawatts Wind Power, Inc. (“Mass Megawatts” or the “Company”), a Massachusetts corporation, was incorporated
as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts, Inc. changed its name in January 2001 to Mass Megawatts Power, Inc. Mass Megawatts
Power, Inc. changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts’ principal line of business
is to develop its prototype wind energy production equipment and locate and adapt suitable operating facilities. It intends to build,
patent, and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology. Mass Megawatts expects to
sell the generated electricity to the power commodity exchange on the open market, initially in California. In September 2014, Mass Megawatts
introduced a program to develop and market a new solar tracking technology. The corporate headquarters is located in Worcester, Massachusetts.
Note
2. Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited interim financial statements of Mass Megawatts have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read
in conjunction with the financial statements and notes thereto contained in the Company’s fiscal 2021 filing. In the opinion of
management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and
the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods
are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially
duplicate the disclosure contained in the financial statements for fiscal 2020, have been omitted
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the financial statements
and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates
in the accompanying financial statements involved the valuation of common stock and stock based compensation.
Related
Parties
The
Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related
party transactions.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments
approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.
Recent
Accounting Pronouncements
The
Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted,
would have a material effect on the accompanying financial statements.
Note
3. Going Concern
These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values
may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would
be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going
concern. At January 31, 2022, the Company had not yet achieved profitable operations and expects to incur further losses in the development
of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has
no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing
and/or related party advances, however, there is no assurance of additional funding being available.
Note
4. Related Party Transactions
At
January 31, 2022, Mass Megawatts owed $1,969 to the Company’s President, which consists of amounts owed on personal credit cards
for company expenditure amounts funded by President directly and accrued salary.
Note
5. Equity
The
Company has designated for issuance 133,000,000 shares each of common stock with no par value. On May 28, 2021, the Company filed articles
of amendment to increase its authorized common shares to 158,000,000 with no par value.
During
the nine months ended January 31, 2022, the Company sold 8,800,000 shares of our common stock and received proceeds of $324,500.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
Mass
Megawatts Wind Power, Inc.
Worcester,
Massachusetts
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Mass Megawatts Wind Power, Inc. (the “Company”) as of April 30, 2021 and
2020, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and
the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of April 30, 2021 and 2020, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Other
Matter
As
discussed in Note 2 to the financial statements, the Company’s financial statements were restated to correctly reflect adjustments
made by management to correct errors resulting from incorrect recording of stock-based compensation and overstatements of fixed assets,
deposits and other current assets.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/
MaloneBailey, LLP
www.malonebailey.com
We
have served as the Company’s auditor since 2021
Houston,
Texas
April
5, 2022
Mass
Megawatts Wind Power, Inc.
Balance
Sheets
| | |
April 30,
2021 | | |
April 30,
2020 | |
| | |
| As
Restated | | |
| As
Restated | |
| | |
| | | |
| | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 70,687 | | |
$ | 173 | |
| Deposits and other current assets | |
| 1,000 | | |
| - | |
| Total current assets | |
| 71,687 | | |
| 173 | |
| | |
| | | |
| | |
| Total assets | |
$ | 71,687 | | |
$ | 173 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 99,508 | | |
$ | 122,226 | |
| Deferred revenue | |
| 27,100 | | |
| 27,100 | |
| Due to officer | |
| 1,969 | | |
| - | |
| Convertible notes payable - related party | |
| - | | |
| 466,860 | |
| Total current liabilities | |
| 128,577 | | |
| 616,186 | |
| Total liabilities | |
| 128,577 | | |
| 616,186 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Common stock, no par value, 133,000,000 shares authorized, 128,964,579 and 66,657,477 shares issued
and outstanding, respectively | |
| 8,203,325 | | |
| 7,359,682 | |
| Additional paid in capital | |
| 1,569 | | |
| 1,569 | |
| Accumulated deficit | |
| (8,261,784 | ) | |
| (7,977,264 | ) |
| Total stockholders’ deficit | |
| (56,890 | ) | |
| (616,013 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 71,687 | | |
$ | 173 | |
The
accompanying notes are an integral part of these financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Operations
For
the years ended April 30, 2021 and 2020
| | |
April 30,
2021 | | |
April 30,
2020 | |
| | |
As Restated | | |
As Restated | |
| | |
| | |
| |
| Operating expenses: | |
| | | |
| | |
| General and administrative | |
$ | 284,520 | | |
$ | 161,837 | |
| | |
| | | |
| | |
| Total operating expenses | |
| (284,520 | ) | |
| (161,837 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (284,520 | ) | |
$ | (161,837 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 81,833,163 | | |
| 66,657,477 | |
The
accompanying notes are an integral part of these financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Changes in Stockholders’ Deficit
For
the years ended April 30, 2021 and 2020
| | |
Common Stock | | |
Additional | | |
| | |
| |
| | |
Shares | | |
Amount | | |
paid-in capital | | |
Accumulated
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, April 30, 2019 | |
| 66,657,477 | | |
$ | 7,359,682 | | |
$ | 1,569 | | |
$ | (7,815,427 | ) | |
$ | (454,176 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (161,837 | ) | |
| (161,837 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, April 30, 2020 - As Restated | |
| 66,657,477 | | |
| 7,359,682 | | |
| 1,569 | | |
| (7,977,264 | ) | |
| (616,013 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common shares issued for cash | |
| 9,190,287 | | |
| 230,390 | | |
| - | | |
| - | | |
| 230,390 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common shares issued for services | |
| 2,400,000 | | |
| 121,770 | | |
| - | | |
| - | | |
| 121,770 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common shares issued for settlement of liabilities | |
| 50,716,815 | | |
| 491,483 | | |
| - | | |
| - | | |
| 491,483 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (284,520 | ) | |
| (284,520 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, April 30, 2021 - As Restated | |
| 128,964,579 | | |
$ | 8,203,325 | | |
$ | 1,569 | | |
$ | (8,261,784 | ) | |
$ | (56,890 | ) |
The
accompanying notes are an integral part of these financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Cash Flows
For
the years ended April 30, 2021 and 2020
| | |
April 30, 2021 | | |
April 30, 2020 | |
| | |
As Restated | | |
As Restated | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net loss | |
$ | (284,520 | ) | |
$ | (161,837 | ) |
| Adjustment to reconcile net loss to cash used in operating activities: | |
| | | |
| | |
| Stock based compensation | |
| 121,770 | | |
| - | |
| Depreciation expense | |
| - | | |
| 599 | |
| Loss on settlement of accounts payable | |
| 1,623 | | |
| - | |
| Net change in: | |
| | | |
| | |
| Deposits and other current assets | |
| (1,000 | ) | |
| - | |
| Accounts payable and accrued liabilities | |
| 282 | | |
| 140,472 | |
| | |
| | | |
| | |
| CASH FLOWS USED IN OPERATING ACTIVITIES | |
| (161,845 | ) | |
| (20,766 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Advances from officer | |
| 1,969 | | |
| 16,661 | |
| Proceeds from sale of common shares | |
| 230,390 | | |
| - | |
| | |
| | | |
| | |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 232,359 | | |
| 16,661 | |
| | |
| | | |
| | |
| NET CHANGE IN CASH | |
| 70,514 | | |
| (4,105 | ) |
| Cash, beginning of period | |
| 173 | | |
| 4,278 | |
| Cash, end of period | |
$ | 70,687 | | |
$ | 173 | |
| | |
| | | |
| | |
| SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | |
| | |
| | | |
| | |
| Cash paid on interest expenses | |
$ | - | | |
$ | - | |
| Cash paid for income taxes | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| NON-CASH TRANSACTIONS | |
| | | |
| | |
| Common shares issued for convertible notes | |
$ | 489,860 | | |
$ | - | |
| Convertible debt issued for accrued expenses | |
$ | - | | |
$ | 466,860 | |
The
accompanying notes are an integral part of these financial statements.
Mass
Megawatts Wind Power, Inc.
Notes
to the Financial Statements
Note
1. Nature of Business
Mass
Megawatts Wind Power, Inc. (“Mass Megawatts” or the “Company”), a Massachusetts corporation, was incorporated
as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts, Inc. changed its name in January 2001 to Mass Megawatts Power, Inc. Mass Megawatts
Power, Inc. changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts’ principal line of business
is to develop its prototype wind energy production equipment and locate and adapt suitable operating facilities. It intends to build,
patent, and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology. Mass Megawatts expects to
sell the generated electricity to the power commodity exchange on the open market, initially in California. In September 2014, Mass Megawatts
introduced a program to develop and market a new solar tracking technology. The corporate headquarters is located in Worcester, Massachusetts.
Note
2. Summary of Significant Accounting Policies
The
financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies
summarized below:
Basis
of Presentation
The
basis of accounting applied is United States generally accepted accounting principles (“US GAAP”).
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the financial statements
and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates
in the accompanying financial statements involved the valuation of common stock and stock based compensation.
Property
and Equipment
Property
and equipment is recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows:
| Computer
equipment |
2-3
years |
| Machinery
and equipment |
5
years |
| Furniture
and office equipment |
7
years |
Repairs
and maintenance costs are expensed as incurred.
Contract
Liabilities
The
Company may at times receive payment at the time a customer places an order. Amounts received for undelivered product or services not
yet provided are considered a contract liability and are recorded as deferred revenue. As of April 30, 2021 and 2020, the Company had
deferred revenue of $27,100 related to unsatisfied performance obligations
Fair
Value of Financial Instruments
The
Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments
approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.
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.
Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:
Level
1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level
2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are
observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level
3 - inputs to the valuation methodology are unobservable and significant to the fair value.
The
Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.
Related
Parties
The
Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related
party transactions.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess
the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than
not that some portion or all of a deferred tax asset will not be realized.
The
Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which
prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to
be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems
is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in
which it operates.
Stock-based
Compensation
Employee
and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an
expense over the requisite service period.
Loss
Per Common Share
Basic
loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding
during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average
number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the
number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share
calculations for the years ended April 30, 2021 and 2020, reflected in the accompanying statements of operations. There were no dilutive
shares outstanding during the years ended April 30, 2021 and 2020.
Recent
Accounting Pronouncements
The
Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted,
would have a material effect on the accompanying financial statements.
Reclassification
Certain
reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These
reclassifications had no effect on our previously reported results of operations or accumulated deficit.
Restatement
In
2021, the Company identified errors in account balances in the OTC Unaudited Report filed for the years ended April 30, 2021 and 2020.
The following accounts were deemed to contain errors: deposit and other current assets, fixed asset, common stock, additional paid in
capital and operating expenses. The errors resulted from incorrect recording of stock-based compensation and overstatements of fixed
assets, deposits and other current assets.
The
tables below summarize previously reported amounts and the restated presentation of the balance sheet, statement of operations and statement
of cash flows for the affected year:
Mass
Megawatts Wind Power, Inc.
Balance
Sheets
| | |
April 30, 2021 | | |
April 30, 2020 | |
| | |
As Reported | | |
Adjustments | | |
As Restated | | |
As Reported | | |
Adjustments | | |
As Restated | |
| Current assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash | |
$ | 70,687 | | |
$ | - | | |
$ | 70,687 | | |
$ | 173 | | |
$ | - | | |
$ | 173 | |
| Deposits and other current assets | |
| 28,090 | | |
| (27,090 | ) | |
| 1,000 | | |
| 27,090 | | |
| (27,090 | ) | |
| - | |
| Total current assets | |
| 98,777 | | |
| (27,090 | ) | |
| 71,687 | | |
| 27,263 | | |
| (27,090 | ) | |
| 173 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Fixed assets, net | |
| 599 | | |
| (599 | ) | |
| - | | |
| 599 | | |
| (599 | ) | |
| - | |
| Total assets | |
$ | 99,376 | | |
$ | (27,689 | ) | |
$ | 71,687 | | |
$ | 27,862 | | |
$ | (27,689 | ) | |
$ | 173 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liabilities and Stockholders’ Deficit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 59,986 | | |
$ | 39,522 | | |
$ | 99,508 | | |
$ | 105,704 | | |
$ | 16,522 | | |
$ | 122,226 | |
| Deferred revenue | |
| - | | |
| 27,100 | | |
| 27,100 | | |
| - | | |
| 27,100 | | |
| 27,100 | |
| Due to officer | |
| 24,969 | | |
| (23,000 | ) | |
| 1,969 | | |
| - | | |
| - | | |
| - | |
| Convertilbe notes payable - related paty | |
| - | | |
| - | | |
| - | | |
| 466,860 | | |
| - | | |
| 466,860 | |
| Total current liabilities | |
| 84,955 | | |
| 43,622 | | |
| 128,577 | | |
| 572,564 | | |
| 43,622 | | |
| 616,186 | |
| Total liabilities | |
| 84,955 | | |
| 43,622 | | |
| 128,577 | | |
| 572,564 | | |
| 43,622 | | |
| 616,186 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ deficit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common stock, no par value | |
| 8,150,705 | | |
| 52,620 | | |
| 8,203,325 | | |
| 7,359,682 | | |
| - | | |
| 7,359,682 | |
| Additional paid in capital | |
| 1,569 | | |
| - | | |
| 1,569 | | |
| 1,569 | | |
| - | | |
| 1,569 | |
| Accumulated deficit | |
| (8,137,853 | ) | |
| (123,931 | ) | |
| (8,261,784 | ) | |
| (7,905,953 | ) | |
| (71,311 | ) | |
| (7,977,264 | ) |
| Total stockholder deficit | |
| 14,421 | | |
| (71,311 | ) | |
| (56,890 | ) | |
| (544,702 | ) | |
| (71,311 | ) | |
| (616,013 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total liabilities and stockholders’ deficit | |
$ | 99,376 | | |
$ | (27,689 | ) | |
$ | 71,687 | | |
$ | 27,862 | | |
$ | (27,689 | ) | |
$ | 173 | |
Mass
Megawatts Wind Power, Inc.
Statements
of Operations
For
the years ended April 30, 2021 and 2020
| | |
April
30, 2021 | | |
April
30, 2020 | |
| | |
As
Reported | | |
Adjustments | | |
As
Restated | | |
As
Reported | | |
Adjustments | | |
As
Restated | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| General
and administrative | |
$ | 190,627 | | |
$ | 93,893 | | |
$ | 284,520 | | |
$ | 117,616 | | |
$ | 44,221 | | |
$ | 161,837 | |
| Total
operating expenses | |
| (190,627 | ) | |
| (93,893 | ) | |
| (284,520 | ) | |
| (117,616 | ) | |
| (44,221 | ) | |
| (161,837 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
$ | (190,627 | ) | |
$ | (93,893 | ) | |
$ | (284,520 | ) | |
$ | (117,616 | ) | |
$ | (44,221 | ) | |
$ | (161,837 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic
and diluted net loss per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Weight
average shares common share outstanding, basic and diluted | |
| - | | |
| 81,833,163 | | |
| 81,833,163 | | |
| - | | |
| 66,657,477 | | |
| 66,657,477 | |
Mass
Megawatts Wind Power, Inc.
Statements
of Cash Flows
For
the years ended April 30, 2021 and 2020
| | |
April 30, 2021 | | |
April 30, 2020 | |
| | |
As Reported | | |
Adjustments | | |
As Restated | | |
As Reported | | |
Adjustments | | |
As Restated | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (190,627 | ) | |
$ | (93,893 | ) | |
$ | (284,520 | ) | |
$ | (117,616 | ) | |
$ | (44,221 | ) | |
$ | (161,837 | ) |
| Adjustment to reconcile net loss to cash used in operating activities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation | |
| - | | |
| 121,770 | | |
| 121,770 | | |
| - | | |
| - | | |
| - | |
| Depreciation expense | |
| - | | |
| - | | |
| - | | |
| - | | |
| 599 | | |
| 599 | |
| Loss on settlement of accounts payable | |
| - | | |
| 1,623 | | |
| 1,623 | | |
| - | | |
| - | | |
| - | |
| Net change in: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deposits and other current assets | |
| (1,000 | ) | |
| - | | |
| (1,000 | ) | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| (22,719 | ) | |
| 23,001 | | |
| 282 | | |
| (160,005 | ) | |
| 300,477 | | |
| 140,472 | |
| CASH FLOWS USED IN OPERATING ACTIVITIES | |
| (214,346 | ) | |
| 52,501 | | |
| (161,845 | ) | |
| (277,621 | ) | |
| 256,855 | | |
| (20,766 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Advances from officer | |
| - | | |
| 1,969 | | |
| 1,969 | | |
| - | | |
| 16,661 | | |
| 16,661 | |
| Proceeds from sale of common shares | |
| 230,390 | | |
| - | | |
| 230,390 | | |
| - | | |
| - | | |
| - | |
| Common stock issued for services and other | |
| 519,360 | | |
| (519,360 | ) | |
| - | | |
| - | | |
| - | | |
| - | |
| Related party debt converted to stock | |
| (489,860 | ) | |
| 489,860 | | |
| - | | |
| 466,860 | | |
| (466,860 | ) | |
| - | |
| Due to officer | |
| 24,969 | | |
| (24,969 | ) | |
| - | | |
| (118,286 | ) | |
| 118,286 | | |
| - | |
| Due to shareholder | |
| - | | |
| - | | |
| - | | |
| (75,058 | ) | |
| 75,058 | | |
| - | |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 284,859 | | |
| (52,500 | ) | |
| 232,359 | | |
| 273,516 | | |
| (256,855 | ) | |
| 16,661 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net change in cash and cash equivalents | |
| 70,513 | | |
| 1 | | |
| 70,514 | | |
| (4,105 | ) | |
| - | | |
| (4,105 | ) |
| Cash, beginning of period | |
| 173 | | |
| - | | |
| 173 | | |
| 4,278 | | |
| - | | |
| 4,278 | |
| Cash, end of period | |
$ | 70,686 | | |
$ | 1 | | |
$ | 70,687 | | |
$ | 173 | | |
$ | - | | |
$ | 173 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Supplemental disclosure of non-cash financing activities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common shares issued for convertible notes | |
$ | - | | |
$ | 489,860 | | |
$ | 489,860 | | |
$ | - | | |
$ | - | | |
$ | - | |
| Convertible debt issued for accrued expenses | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 466,860 | | |
$ | 466,860 | |
Note
3. Going Concern
These
financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge
its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of
the Company to obtain equity financings to continue operations. The Company has a history of and expects to continue to report negative
cash flows from operations and a net loss. Management believes that the cash on hand is sufficient to fund its planned operations into
but not beyond the near term. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to generate revenue,
improve cash flows from operations and seek additional funding through equity offerings. Management cannot be certain that such events
or a combination thereof can be achieved.
Note
4. Related Party Transactions
As
of April 30, 2021, Mass Megawatts owed $1,969 to the Company’s President, which consists of amounts owed on personal credit cards
for company expenditure amounts funded by the President directly. During the year ended April 30, 2020, the Company received cash advances
of $16,661 from the President of the Company.
As
of April 30, 2020, $466,860 was owed to an officer and shareholder of the Company which consisted of cash, unpaid salary, cash advances
and assumption of Company debts. During the year ended April 30, 2020, the Company issued convertible notes payable of $466,860 which
were due on demand and bear no interest. In October 2020, the Company issued $23,000 of convertible note payables to the officer and
shareholder of the Company. During the year ended April 30, 2021, the Company issued 50,716,815 shares of common stock for the settlement
of liabilities totaling $489,860.
In
April 2021, the Company issued the President 300,000 shares of common stock for services valued at $3,000.
Note
5. Equity
The
Company has designated for issuance 133,000,000 shares each of common stock with no par value.
During
the year ended April 30, 2021, the Company sold 9,190,287 shares of common stock and received proceeds of $230,390.
During
the year ended April 30, 2021, the Company issued 2,400,000 shares of common stock for services with a value of $121,770.
During
the year ended April 30, 2021, the Company issued 50,716,815 shares of common stock for the settlement of liabilities with a related
party totaling $489,860 and recorded a loss on settlement of accounts payable of $1,623.
Note
6. Income Tax
The
Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income
taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
| | |
Year Ended
April 30, 2021 | | |
Year Ended
April 30, 2020 | |
| Income tax benefit computed at the statutory rate | |
$ | 60,000 | | |
$ | 34,000 | |
| Non-deductible expenses | |
| (56,000 | ) | |
| - | |
| Change in valuation allowance | |
| (4,000 | ) | |
| (34,000 | ) |
| Provision for income taxes | |
$ | - | | |
$ | - | |
Significant
components of the Company’s deferred tax assets after applying enacted corporate income tax rates are as follows:
| | |
As of April 30, 2021 | | |
As of April 30, 2020 | |
| Deferred income tax assets | |
| | | |
| | |
| Net operating losses | |
$ | 76,000 | | |
$ | 72,000 | |
| Valuation allowance | |
| (76,000 | ) | |
| (72,000 | ) |
| Net deferred income tax assets | |
$ | - | | |
$ | - | |
The
Company has an operating loss carry forward of approximately $360,000.
Note
7. Subsequent Events
On
May 28, 2021, the Company filed articles of amendment to increase its authorized common shares to 158,000,000 with no par value.
Subsequent
to April 30, 2021, the Company issued 8,800,000 shares of common stock and received proceeds of $324,500.
Management
has evaluated events through April 5, 2022, the date these financial statements were available for issuance, and determined there
were no events requiring disclosures, other than disclosed above.
Pursuant
of the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
| By, |
/s/
Jonathan Ricker |
|
Date: April 6, 2022 |
| |
Jonathan
Ricker |
|
|
| |
President
and Chief Executive Officer |
|
|
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