An
offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor
may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular
shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state
in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We
may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion
of our sale to you that contains the URL where the Offering Circular was filed may be obtained.
THIS
OFFERING IS A TIER 2 OFFERING PURSUANT TO REGULATION A.
GENERALLY,
AS A TIER 2 OFFERING PURSUANT TO REGULATON A, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS
MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND
NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO
REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.
THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE
TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE
SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
File No. 024-11949
Post
Qualification Amendment Number Five
Regulation
A
Preliminary
Offering Circular
Under
the Securities Act of 1933
Form
1-A
Tier
Two
Mass
Megawatts Wind Power, Inc.
100
Boston Turnpike, Ste. J9B #290
Shrewsbury,
MA 01545
(Physical
Address- 523 Southbridge Street, Worcester, MA 01610)
Telephone
(508)942-3531
www.massmegawatts.com
Up
to a maximum 10,000,000 shares of Common Stock
We
are offering up to 10,000,000 shares of our common stock at a price of $0.008 per share. The shares are offered on a “best
efforts” basis directly through our officers and directors. We will pay no commissions or other fees in connection with the offering.
We will receive a maximum of $100,000 related to these sales.
Our
common stock is quoted on the OTC markets at around $0.014 per share.
| Price
to Public |
|
Underwriting
Discount and Commission |
|
Proceeds
to Issuer |
|
Proceeds
to other persons |
| |
|
|
|
|
|
|
| $0.008 |
|
none |
|
no
minimum |
|
none |
| 10
million shares maximum |
|
none |
|
$80,000
maximum |
|
none |
THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS THAT YOU SHOULD CONSIDER
IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.
NOT
AN OFFER TO SELL, NOR SOLICITING AN OFFER TO BUY, ANY SHARES OF OUR COMMON STOCK IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH SALE
IS PROHIBITED.
AN
OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION,
WHICH WE REFER TO AS THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED.
THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY
SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION
UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE
WITHIN TWO (2) BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING
STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
THIS
OFFERING IS A TIER TWO OFFERING PURSUANT TO REGULATION A,
GENERALLY,
NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF
YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY
REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF
REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.
THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE
TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE
SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
State
Law Exemption and Purchase Restrictions for Tier 2 Offering pursuant to Regulation A
Mass
Megawatts Wind Power, Inc. is a full SEC reporting company with audited financial statements with PCAOB (Public Company Accounting Oversight
Board) standards. Tier 2 offerings pursuant to Regulation A requires audited financial statements and PCAOB audits are eligible for Tier
2 offerings.
Our
shares of common stock are being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier
2 offering pursuant to Regulation A, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain
state filing requirements and complying with certain anti-fraud provisions, to the extent that our shares of common stock offered hereby
is offered and sold only to “qualified purchasers”. “Qualified purchasers” include: (i) “accredited investors”
under Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) and (ii) all other investors so long as their
investment in our shares of common stock do not represent more than 10% of the greater of their annual income or net worth (for natural
persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve
the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute
discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
To
determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified
purchaser” definition, the investor must be a natural person who has:
| |
1. |
an
individual net worth, or joint net worth with the person’s spouse or spousal equivalent, that exceeds $1,000,000 at the time
of the purchase, excluding the value of the primary residence of such person; or |
| |
|
|
| |
2. |
earned
income exceeding $200,000 in each of the two most recent years or joint income with a spouse or spousal equivalent exceeding $300,000
for those years and a reasonable expectation of the same income level in the current year. |
If
the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.
For
purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated
as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases
should be calculated excluding the value of an investor’s home, home furnishings and automobiles.
Table
of Contents
Page
number
Summary
of Company
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)
| |
● |
Increases
solar energy production by 25+% over traditional solar power systems |
| |
● |
Provides
an affordable, solar-power solution for business use |
| |
● |
Reduces
(or eliminates) the need to purchase higher priced electricity from the local utility |
| |
● |
Lowers
your monthly electric bill with Net Metering. |
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,
we have only solar tracker prototypes for the purpose of testing and finalizing the design before any commercial or mass production.
The patent filings related to the solar trackers are pending and not yet granted. 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 experiences 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 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 be 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, regarding 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 reports 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 Obtain 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 fact 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.
Shares
of Common Stock may be considered a penny stock. Investors may have difficulty with selling the stock due to the reduced pool of investors,
an illiquid market, and a low stock price. Our common stock is less than $5 per share and is defined as a penny stock being valued at
less than five dollars per share. Penny stocks are considered as risky and speculative. Additionally, Mass Megawatts does not meet financial
requirements that avoid being defined as a penny stock such as being registered on an Exchange with a minimum net tangible asset value
requirement or minimum required value of revenue over a three -year period. Under Section 15(h) of the Exchange Act, Broker Dealers are
required furnish a risk disclosure document with the risk of penny stocks and broker requirement of full disclosure related to rights
customers and remedies available with respect of violations by the broker dealers related to penny stock rules and related full disclosure
requirements including the potential illiquidity of the penny stock. Brokers are obligated to evaluate each individual investor experience
and objectives to determine if penny stock are suitable. The due diligence of the broker dealers may require a higher transaction cost
for trades in penny stocks. Violations of the due diligence obligations by broker dealers may result in compensation of financial losses
to investors, fines and other penalties.
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.
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
DILUTION
Shares
Issued and Outstanding, Common Stock, no par Before the Offering (As of July 5, 2023) |
|
152,289,579
shares |
| |
|
|
| Shares
Issued and Outstanding, Common Stock, no par If the event of the successful completion of the offering can be achieved. |
|
162,289,579
shares |
PLAN
OF DISTRIBUTION
The
company will sell shares directly to the public through our officers and directors who will receive no compensation in connection with
the sale of the shares. Mass Megawatts will begin the offering promptly. The company will pursue it continuously thereafter until either
the maximum has been sold or the date at which the Offering is earlier terminated by the company at its sole discretion. This Offering
must terminate within one year after the date of the qualification of this Offering Statement unless a new offering statement is filed
with the SEC and then this Offering may continue to be offered and sold until the earlier of the qualification of the new offering statement
or one year from the qualification of this offering statement. However, we have the right to discontinue the offering after 60 days even
if the maximum has not been sold. This is a best efforts offering, and we can give no assurance that any number of shares will be sold.
USE
OF PROCEEDS (If maximum amount of $80,000 is raised).
CAUTIONARY
NOTE: After reviewing the portion of the offering a potential investor should consider whether his investment available for future development
of the Company’s business and operations, would be adequate.
| Total Proceeds | |
$ | 80,000 | | |
| 100 | % |
| Less: | |
| | | |
| | |
| Offering expenses, commissions, and finders fees | |
| 0 | | |
| 0 | % |
| Legal, Accounting, and Advertising | |
| 12,000 | | |
| 15 | % |
| Net Proceeds from Offering | |
| 68,000 | | |
| 85 | % |
| | |
| | | |
| | |
| Use of Proceeds: | |
| | | |
| | |
| | |
| | | |
| | |
| Production Facilities Expenses | |
| 10,000 | | |
| 12 | % |
| Marketing and Customer Acquisition | |
| 16,000 | | |
| 20 | % |
| Product Refinement and Improvements | |
| 10,000 | | |
| 13 | % |
| Capital Cost of Production Equipment | |
| 15,000 | | |
| 19 | % |
| Administrative | |
| 17,000 | | |
| 21 | % |
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 have to 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.
Finally,
the priority of any additional research and product development needs would be financed by the offering proceeds after the working capital
and administrative activities are satisfied.
After
using the proceeds, Mass Megawatts should be in a better position to raise more financing within one year for commercializing its product.
More
specific uses of the proceed include
$15,000
Capital Cost of Production Equipment. The cost of production molds for the custom-made parts to be produced is a fixed cost. The
composite structure below the racking system which support the moving parts would need to be standardize for easy field installation
and reduced cost of parts for the solar tracking system.
$10,000
product refinement and improvements include construction, data acquisition, experimental
retrofits/engineering and testing and testing with outside engineering companies for structural
verification to reduce foundation and racking requirements. 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.
Every year, we plan to spend some funds for product improvement.
$16,000
(or less if proceeds under $80,000)
marketing, customer acquisition expenses, and web site related promotion
$17,000
administrative expenses.
$10,000
production facilities expenses include
$4,000 warehouse space with loading dock for the office and production facilities of the tracker platforms for one year. $3,000
initial cash outlay for two 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. $3,000 for equipment and minimum inventory requirements to production.
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.
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.
EXPERTS
Our audited balance sheets, the statements
of our operations, shareholders’ equity and cash flows for the years ended April 30, 2021, and 2022 have been included in this
Offering Circular in reliance upon the reports of MaloneBailey LLP, an independent auditor registered public accounting firm, and L&L
CPAs, PA an independent auditor registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated
herein by reference in reliance upon such reports given on the authority such firms are experts in accounting and auditing, which includes
an explanatory paragraph on our ability to continue as a going concern.
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.
DESCRIPTION
OF BUSINESS
Issuer’s
Business, Products and Services
Summary
of 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. Currently, we have only solar tracker prototypes for the purpose
of testing and finalizing the design before any commercial or mass production. The patent filings related to the solar trackers are pending
and not yet granted. 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. Mass Megawatts built several wind energy power plants to test and develop the new technology. However,
we have not achieved a final product for commercial production of the wind power plants.
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 pending 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 solar tracker systems sized to the optimal use of the customer. The additional cost of the solar tracking system is
less than 10 percent additional cost of a conventional stationary solar project of the same size . The power output of the solar tracking
system is greater than 30 percent than a conventional solar power system of a similar size.
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 brake 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.
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…
| |
● |
Substantially
reduces the total cost of a solar power system. |
| |
● |
Improves
the return on investment (ROI) and shortens the payback-period. |
| |
● |
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).
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.
Another
method of financing is the use of a Production Power Agreement. 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
PPAs and lease 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.
|
| |
|
|
| 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.
|
| |
|
|
| 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.
| |
1. |
Perform
a site evaluation to confirm the optimal STS design. |
| |
2. |
Research
and verify eligibility for all tax incentives, grants, and explore financing options. |
| |
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. |
| |
4. |
Work
through the process to formally apply for these tax incentives, and grants. |
| |
5. |
Handle
the complete installation of the STS. |
| |
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 built several wind energy power plants to test and develop the new technology. However, the Company has not achieved a final
product for commercial production of the wind power plants. 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 with the details of the license agreement as an Exhibit at the end of this Form
1-A. The license agreement gives Mass Megawatts the territorial right to use the technology in half of the United States of America.
The licensed states are Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska,
North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. The licensor is paid two percent of net sales during the life
of the patent of each product. The agreement can be terminated by Mass Megawatts, the licensee, at the end of any annual period by thirty
days advance notice to the Licensor.
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.
Most of the trackers 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 because 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 with larger machines during
the 1970’s and 1980’s when many international corporations developed large wind turbines with 200 ft. Blades. In the
1990’s, smaller wind turbines gained acceptance as the more viable option and most 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 SEGMENTS 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 in close proximity to 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 effectively and efficiently, 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 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 January 31, 2023.
Employees
As
of January 31, 2023, 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.
STRATEGY
AND MARKETING
Mass
Megawatts plan to approach simplest method of initial market penetration and then sell directly to the large commercial electric consumers.
The Company will try to avoid difficulties of evaluating resources, obtaining siting, financing, and locating potential purchasers of
renewable energy.
DISTRIBUTION
Although
little marketing is required for profitable trades on the power exchanges, the Company will at some time in the future seek a higher
price for each kilowatt/hour sold. When Mass Megawatts pursue this effort, sales and service activities will be handled through strategic
alliances with new and emerging electric power brokers, which have formed because of deregulation in the retail sale of electricity.
Power brokers buy blocks of electricity in megawatt/hour units. For example, a power broker would enter a contract to purchase 10,000
megawatts/hours of electricity for $400,000 over a period of one year and provides a 5% non-refundable deposit on each block of electricity
reserved for future purchase. Such brokers help negotiate consumer electric sales, is another marketing resource for the Company’s
products. Mass Megawatts will aggressively promote its products to brokers, focusing on cost savings and environmental benefits. It will
also solicit bids from power brokers, most of whom are registered in the states in which they do business. Compensation to brokers is
straightforward and is typically a percentage of power sales.
Licensing
Rights
Pursuant
to a Licensing Agreement , Mass Megawatts has been granted a license from the chairman and chief executive officer of the Company, Jonathan
C. Ricker, to market, within a limited territory, and associated technology relative to wind velocity augmentation. The technology is
comprised of certain products and technology covered by patent rights for United States Letters Patent by Mr. Ricker. The limited territory
is defined as: Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska, North
Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin.
DESCRIPTION
OF PROPERTY
The
Mass Megawatts does not own any real property. The Company has its administrative offices in Shrewsbury, Massachusetts and a sales office
in Marlborough, 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.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Mass
Megawatts shows losses in the most recent two fiscal years and the interim period ended January 31, 2023. The losses were related mostly
to the development of a prototype, including engineering work and administrative expenses. Other costs include development of site locations
for future projects.
The
Mass Megawatts has much uncertainty about the company’s future due to 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 renewable energy generation and its endless
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 as a whole.
However, restructuring can present more advantages and opportunities for the Company’s very competitive product in competing vigorously
in the new marketplace.
The
following discussion of the Company’s historical performance and financial condition should be read together with the consolidated
financial statements and related notes in “Item 8. Financial Statements and Supplemental Data” of this Report. This discussion
contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our
management, see “Cautionary Statement Regarding Forward-Looking Information”. These statements by their nature are subject
to risks and uncertainties and are influenced by various factors. As a consequence, actual results may differ materially from those in
the forward-looking statements. See “Item 1A. Risk Factors” of this report for the discussion of risk factors.
Summary
of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the
accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition,
and cash flows. MD&A is organized as follows:
| |
● |
Plan
of Operations. A description of our plan of operations for the next 12 months including required funding. |
| |
|
|
| |
● |
Results
of Operations. An analysis of our financial results comparing the
year ended April 30, 2022, the year ended April 30, 2021, and the three and nine months ended January 31, 2023, and January 31, 2022. |
| |
|
|
| |
● |
Liquidity
and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows
and discussion of our financial condition. |
| |
|
|
| |
● |
Critical
Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the
assumptions and judgments incorporated in our reported financial results and forecasts. |
Plan
of Operations
We
had a working capital deficit of $127,748 as of January 31,2023. It is an increase from the $17,744 working capital deficit as of April
30, 2022. With our current cash on hand and based on our current average monthly expenses, we don’t currently anticipate the need
for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public
company for the next 12 months. We may however require additional funding in the future to expand or complete acquisitions. Our plan
for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product
with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities
arise, and as discussed above, we have also purchased a homesite which we intend to construct a custom home on which we then plan to
sell. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall
customer experience. We plan to raise additional required funding when required through the sale of debt or equity, which may not be
available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access
additional capital moving forward, it may hurt our ability to grow and to generate future revenues.
Results
of Operations
For
the Three Months Ended January 31, 2023, compared to the Three Months Ended January 31, 2022
We
had operating expenses consisting solely of general and administrative expenses of $38,415 for the three months ended January 31, 2023,
compared to operating expenses consisting solely of general and administrative expenses of $79,229 for the three months ended January
31, 2022. Operating expenses decreased by $40,814 or 52% from the prior period mainly due to decrease in professional fees and marketing
expenses.
We
had net loss of $38,415 for the three months ended January 31, 2023, compared to a net loss of $79,229 for the three months ended January
31, 2022, a decrease in net loss of $40,814 or 52%, due to the decrease in general and administrative expenses.
For
the Nine Months Ended January 31, 2023, compared to the Nine Months Ended January 31, 2022
We
had operating expenses consisting solely of general and administrative expenses of $187,742 for the nine months ended January 31, 2023,
compared to operating expenses consisting solely of general and administrative expenses of $193,308 for the nine months ended January
31, 2022. Operating expenses decreased by $5,566 or 3% from the prior period.
We
had net loss of $187,742 for the nine months ended January 31, 2023, compared to a net loss of $193,308 for the nine months ended January
31, 2022, a decrease in net loss of $5,566 or 3%, due to the decrease in general and administrative expenses.
Liquidity
and Capital Resources
We
had total assets of $11,376 as of January 31, 2023, consisting of total current assets of $11,376, which included cash of $10,376, deposit
of $1,000.
We
had total liabilities of $139,124 as of January 31, 2023, which included current liabilities of $139,124, including accounts payable
and accrued liabilities of $110,030, deferred revenue of $27,100 and advances from related party of $1,994.
We
had a working capital deficit of $127,748 as of January 31, 2023, compared to a working capital deficit of $17,744 as of April 30, 2022.
We
had $172,326 of net cash used in operating activities for the nine months ended January 31, 2023, as compared to $190,573 of net cash
provided by operating activities for the nine months ended January 31, 2022.
We
had $74,838 of cash provided by financing activities for the nine months ended January 31, 2023, as compared to $324,500 of cash provided
by financing activities for the nine months ended January 31, 2022, which were due to proceeds from sale of common shares.
We
do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers,
directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In
the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to
bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if
accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us,
or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be
forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
For
the Year Ended April 30, 2022, compared to the Year Ended April 30, 2021
Operating
Expenses
During
the year ended April 30, 2022, our total operating expenses included general and administrative expenses of $285,354 as compared to $284,520
during the year ended April 30, 2021. The increase is primarily associated with increases in professional fees and officer compensation
which were offset by decreases in stock-based compensation and registration fees.
Liquidity
and Capital Resources
As
of April 30, 2022, we had cash of $107,864 and we had working capital deficit of $17,744. We have financed our cash requirements from
the sale of common stock. During the year ended April 30, 2022, we received $324,500 from the sale of common stock.
Contractual
Obligations
As
of January 31,2023, we did not have any material capital commitments.
Significant
Accounting Policies
For
a discussion of our significant accounting policies please see Note 2 to the audited financial statements for the periods ended April
20, 2021 and April 31, 2022. Further information is in Note 1 of the unaudited financial statements for the interim period ended January
31, 2023, included as part of this report. Management determined there were no critical accounting policies.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the
Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make
judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on
various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
Recently
Issued Accounting Standards
For
more information on recently issued accounting standards, see “Note 1. The Company and Summary of Significant Accounting Policies”
to the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statement and Supplemental Data”.
OPERATION
SUMMARY
The
highest priority will continue to be constructing power plant prototypes in the near future. 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.
DIRECTORS,
EXECUTIVE OFFICERS, AND CONTROL PERSONS
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 |
| Mark
Vartanian |
|
59 |
|
Chief
Operating Officer |
| Michael
A. Cook |
|
61 |
|
Project
Finance Advisor |
| Thomas
M. Dill |
|
53 |
|
Distribution
Advisor |
| Mark
Vartanian |
|
59 |
|
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 stockholders 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.
Mark
Vartanian, serves as Chief Operating Officer
Mark
Vartanian has recently been appointed Chief Operating Officer after the previous COO, Gary Bedell, died. Mr. Vartanian also replaced
Mr. Bedell as a Director. He operated an independent consulting company related to management and production planning since 2005. He
has over 20 years of experience in management including product distribution and competitive analysis for developing optimal strategic
planning of production infrastructure logistics and marketing options . Mr. Vartanian has been involved with the planning, development,
and contracting with several projects which adds to his qualifications.
Michael
A. Cook, serves as a consultant and Project Finance advisor for the Company on a part time basis.
Mr.
Cook has been a consultant for Mass Megawatts Wind Power, Inc. on an as needed basis since year 1999. He has been retired since 2015
and has his own consulting business (Nacelle Protection Technologies) related to product safety technology since 2013. He 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 Advisor of Distribution for the company.
Mr.
Dill has a consultant for Mass Megawatts Wind Power, Inc. since year 2000. He has also been President of Tom Dill consulting since 2016.
He 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 an outside director.
Jonathan
Ricker and Mark Vartanian are inside directors. Debra Kasputis is an outside director.
Mark
Vartanian is the Company’s Chief Operating
Officer and resides in Worcester, Ma
Debra
Kasputis is a business consultant and resides in Southbridge, MA
Ms.
Kasputis has been a Director of Mass Megawatts Wind Power, Inc. since 2008. She is currently a management consultant for food services
businesses with her own self-employed business (D K and Company ) since 2020. Between 2011 and early 2020, she was employed at Southbridge
Food Distribution Services as an administrator. She 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.)
Risk
Oversight
Effective
risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision,
the Board of Directors ) discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’
approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s
risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance
with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.
Arrangements
between Officers and Directors
There
is no arrangement or understanding between our officers and any other person, including our directors, pursuant to which the officer
was selected to serve as an officer.
Corporate
Governance
The
Company promotes accountability for adherence to honest and ethical conduct and strives to be compliant with applicable governmental
laws, rules and regulations.
In
lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s
internal accounting controls, practices and policies.
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.
Director
Independence
Our
common stock is currently quoted on the OTC Pink maintained by OTC Markets. The OTC Market does not require us to have independent members
of our Board of Directors.
As
described above, we do not currently have a separately designated audit, nominating or compensation committee.
Code
of Ethics and Code of Conduct
We
have adopted a Code of Ethics and a Code of Conduct. The Code of Ethics and a Code of Conduct applies to all officers, directors and
employees and includes compliance and reporting requirements, and procedures for conflicts of interest.
We
intend to disclose any amendments or future amendments to our Code of Ethics and a Code of Conduct and any waivers with respect to our
Code of Ethics and a Code of Conduct granted to our principal executive officer, our principal financial officer, or any of our other
employees performing similar functions on our corporate website within four business days after the amendment or waiver. In such case,
the disclosure regarding the amendment or waiver will remain available on our website for at least 12 months after the initial disclosure.
There have been no waivers granted with respect to our Code of Ethics and a Code of Conduct to any such officers or employees to date.
Board
of Directors Meetings
During
the year ending April 30, 2022, the Board held no formal meetings, but did take several actions via consents to action without meetings.
Policy
on Equity Ownership
The
Company does not have a policy on equity ownership at this time.
Policy
Against Hedging
The
Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity
awards are intended to build; however, while ‘short sales’ are discouraged by the Company, the Company does not currently
have a policy prohibiting such transactions.
Compensation
Recovery and Clawback Policies
Other
than legal requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), we currently do not have any
policies in place in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive
amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer. Under the Sarbanes-Oxley
Act, our CEO and CFO may be subject to clawbacks in the event of a restatement. Thus, the Board has not deemed any additional recoupment
policies to be necessary. We will continue to monitor regulations and trends in this area.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
The
Company does not have a profit sharing or incentive plan. Mr. Ricker, other officers, and other directors do not have any employment
or compensation contracts with Mass Megawatts. Consulting fees are paid on an hourly rate and for the past two years as follows:
Except
for Mr. Ricker, none of the Officers or Directors received compensation in the last two fiscal years.
| | |
Year
Ended
April 2023 | | |
Year
Ended
April 2022 | |
| Jonathan Ricker | |
$ | 75,000 | | |
| 0 | |
SECURITY
OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information, as of April 30, 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 April 30, 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 | |
| 37.6% | |
| |
| | |
| | |
100
Boston Turnpike | |
| | |
| | |
Shrewsbury,
MA 01545 | |
| | |
| | |
| |
| | |
| Common
Stock | |
All
Officers and Directors | |
| 51,902,635 | |
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTION
Except
for the Chief Executive Officer and its largest shareholder, 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.
As
of April 30, 2021, Mass Megawatts owed $1,969 to Jonathan Ricker, the Company’s President, which consists of amounts owed on personal
credit cards for company expenditure amounts funded by the President directly. The amount was repaid in cash during the fiscal year ended
April 30, 2022. The Company does not owe money or have any debts with Jonathan Ricker as of April 30, 2022.
During
the year ended April 30, 2020, the Company received cash advances of $16,661 from the Jonathan Ricker, the CEO of the Company, which
was part of the $466,860 total owed to Jonathan Ricker by the Company on April 30, 2020 or the last day of the fiscal
year.
As
of April 30, 2020, $466,860 was owed to Jonathan Ricker, the company’s CEO and largest 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 Jonathan Ricker the Company’s CEO and largest shareholder of the Company. The debt was included in the note payable
amount $489,860 that was eventually paid in stock. 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.
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.
DESCRIPTION
OF SECURITIES
As
of April 30, 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 83,565,698 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 54,198,881 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.
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.
MARKET
FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
for Common Stock
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 fiscal years ended April 30, 2022 and April 30, 2021, 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.
| 12 Month
Period Ended Aril 30, 2022 | |
High | | |
Low | |
| | |
| | |
| |
| Quarter ended July 31, 2021 | |
$ | 0.100 | | |
$ | 0.045 | |
| Quarter ended October 31, 2021 | |
| 0.075 | | |
| 0.041 | |
| Quarter ended January 31, 2022 | |
| 0.078 | | |
| 0.025 | |
| Quarter ended April 30, 2022 | |
| 0.044 | | |
| 0.026 | |
| 12 Month
Period Ended April 30, 2021 | |
High | | |
Low | |
| | |
| | |
| |
| Quarter ended July 31, 2020 | |
$ | 0.009 | | |
$ | 0.006 | |
| Quarter ended October 31, 2020 | |
| 0.021 | | |
| 0.007 | |
| Quarter ended January 31, 2021 | |
| 0.43 | | |
| 0.015 | |
| Quarter ended April 30, 2021 | |
| 0.30 | | |
| 0.08 | |
Holders
As
of July 29, 2022, we had 137,764,579 shares of common stock outstanding, held by 553 stockholders of record.
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.
In
December 2020 Mass Megawatts held a shareholders meeting and approved an amendment of the Articles of Incorporation to increase the authorized
number of shares of Common Stock from 67,000,000 to 133,000,000. In May 2021, the shareholders approved an additional increase in authorized
shares from 133,000,000 to 300,000,000. In September 2021, a Regulation A stock offering to sell 5 million shares was qualified. The
offering was completed in November 2021.
Recent
Sales of Unregistered Securities and Regulation A Shares of Stock
The
following information represents securities sold by the Company since May 1, 2019, which were not registered under the Securities
Act. The only sales related to registered shares were included at the end of the as sales pursuant to Regulation A qualified on
September 22, 2021. Those sales were issued on October 4, 2021, November 3, 2021, and November 4, 2021. 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 $5,000 cash proceeds.
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 pursuant to the Regulation A Offering qualified on September 22, 2021 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 pursuant to the Regulation A Offering qualified on September 22, 2021
in exchange for cash proceeds of $215,000.
On
November 4, 2021, we issued 500,000 shares of common stock pursuant to the Regulation A Offering qualified on September 22, 2021 in
exchange for cash proceeds of $25,000.
During
the nine months ended January 31, 2023, the Company sold 11,275,000 shares of common stock and received proceeds of $74,838.
During
the nine months ended January 31, 2023, the Company issued 100,000 shares of common stock for services with a value of $2,900.
On
February 21, 2023, the Company sold 350,000 shares of common stock and received proceeds of $2,100.
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
TABLE
OF CONTENTS TO FINANCIAL STATEMENTS
Mass
Megawatts Wind Power, Inc.
Financial
Statements Table of Contents
Financial
information for Years Ended April 30,2022 and April 30,2021
FINANCIAL INFORMATION FOR QUARTERLY REPORT FOR PERIOD ENDED JANUARY
31, 2023
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 |
|
FL
Office
7951
SW 6th Street, Suite 216
Plantation,
FL 33324
Tel:
954-424-2345
Fax:
954-424-2230
|
To
the Board of Directors and Stockholders of
Mass
Megawatts Wind Power, Inc.:
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Mass Megawatts Wind Power, Inc. (“the Company”) as of April 30, 2022 and
the related statements of operations, members’ deficit, cash flows and the related notes to consolidated financial statements (collectively
referred to as the consolidated financial statements) for the year ended April 30, 2022. In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at April 30, 2022, and the results of its operations
and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated 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 audit in accordance with the standards of the PCAOB and Generally Accepted Audit Standards (GAAS). 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
audit 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.
The
Company’s Ability to Continue as a Going Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing
future losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.
The
firm has served this client since June 2022.
| /s/ L&L
CPAS, PA L&L CPAS, PA |
|
| Certified Public Accountants
Plantation, FL |
|
| The United States of America
July 28, 2022 |
|
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 sheet of Mass Megawatts Wind Power, Inc. (the “Company”) as of April 30, 2021, and
the related statements of operations, changes in stockholders’ deficit, and cash flows for the year 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 the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
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 audit. 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 audit 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 audit
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
audit 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 audit 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 audit 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, 2022 | | |
April
30, 2021 | |
| ASSETS | |
| | |
| |
Current assets:
| |
| | | |
| | |
| Cash | |
| 107,864 | | |
| 70,687 | |
| Deposits and other
current assets | |
| 1,000 | | |
| 1,000 | |
| Total current assets | |
| 108,864 | | |
| 71,687 | |
| Total assets | |
$ | 108,864 | | |
$ | 71,687 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 99,508 | | |
$ | 99,508 | |
| Deferred revenue | |
| 27,100 | | |
| 27,100 | |
| Due to officer | |
| - | | |
| 1,969 | |
| Total current liabilities | |
| 126,608 | | |
| 128,577 | |
| Total liabilities | |
| 126,608 | | |
| 128,577 | |
| STOCKHOLDERS’ 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 | |
| (8,547,138 | ) | |
| (8,261,784 | ) |
| Total stockholders’
deficit | |
| (17,744 | ) | |
| (56,890 | ) |
| Total liabilities
and stockholders’ deficit | |
$ | 108,864 | | |
$ | 71,687 | |
The
accompanying notes are an integral part of these audited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Operations
For
the years ended April 30, 2022 and 2021
| | |
April
30, 2022 | | |
April
30, 2021 | |
| Operating expenses: | |
| | | |
| | |
| General
and administrative | |
$ | 285,354 | | |
$ | 284,520 | |
| | |
| | | |
| | |
| Total operating expenses | |
| (285,354 | ) | |
| (284,520 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (285,354 | ) | |
$ | (284,520 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 134,061,145 | | |
| 81,833,163 | |
The
accompanying notes are an integral part of these audited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Changes in Stockholders’ Deficit For the years ended April 30, 2022 and 2021
| | |
| | |
| | |
Additional | | |
| | |
| |
| | |
Common
Stock | | |
paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
capital | | |
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, April 30, 2020 | |
| 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 | |
| 128,964,579 | | |
| 8,203,325 | | |
| 1,569 | | |
| (8,261,784 | ) | |
| (56,890 | ) |
| Common shares issued for cash | |
| 8,800,000 | | |
| 324,500 | | |
| - | | |
| - | | |
| 324,500 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (285,354 | ) | |
| (285,354 | ) |
| Balance, April 30, 2022 | |
| 137,764,579 | | |
$ | 8,527,825 | | |
$ | 1,569 | | |
$ | (8,547,138 | ) | |
$ | (17,744 | ) |
The
accompanying notes are an integral part of these audited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements
of Cash Flows
For
the years ended April 30, 2022 and 2021
| | |
April
30, 2022 | | |
April
30, 2021 | |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
loss | |
$ | (285,354 | ) | |
$ | (284,520 | ) |
| Adjustment
to reconcile net loss to cash used in operating activities: | |
| | | |
| | |
| Stock
based compensation | |
| - | | |
| 121,770 | |
| Loss
on settlement of accounts payable | |
| - | | |
| 1,623 | |
| Net
change in: | |
| | | |
| | |
| Deposits
and other current assets | |
| - | | |
| (1,000 | ) |
| Accounts
payable and accrued liabilities | |
| - | | |
| 282 | |
| | |
| | | |
| | |
| CASH
FLOWS USED IN OPERATING ACTIVITIES | |
| (285,354 | ) | |
| (161,845 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Advances
from officer | |
| - | | |
| 1,969 | |
| Repayment
of advances from officer | |
| (1,969 | ) | |
| - | |
| Proceeds
from sale of common shares | |
| 324,500 | | |
| 230,390 | |
| | |
| | | |
| | |
| CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 322,531 | | |
| 232,359 | |
| | |
| | | |
| | |
| NET
CHANGE IN CASH | |
| 37,177 | | |
| 70,514 | |
| Cash,
beginning of period | |
| 70,687 | | |
| 173 | |
| Cash,
end of period | |
$ | 107,864 | | |
$ | 70,687 | |
| | |
| | | |
| | |
| 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 | |
The
accompanying notes are an integral part of these audited financial statements.
Mass
Megawatts Wind Power, Inc.
Notes
to the Consolidated Financial Statements For the years ended April 30, 2022, and 2021
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, 2022 and 2021, 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.
Advertising
and Marketing Costs
We
expense advertising and marketing costs as incurred. Advertising and marketing costs were $69,127 and $17,878 for the year ended April
30, 2022 and 2021, respectively.
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, 2022 and 2021, reflected in the accompanying statements of operations. There were no dilutive
shares outstanding during the years ended April 30, 2022 and 2021.
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 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, 2022, the Company repaid $1,969 of
advances.
During
the year ended April 30, 2021, the Company issued the President issued 50,716,815 shares of common stock for the settlement of liabilities
totaling $489,860 and 300,000 shares of common stock for services
valued at $3,000. See Note 5.
Note
5. Equity
2022
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 year ended April 30, 2022, the Company sold 8,800,000 shares of common stock and received proceeds of $324,500.
2021
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, 2022 | | |
Year
Ended
April 30, 2021 | |
| Income tax benefit computed
at the statutory rate | |
$ | 60,000 | | |
$ | 60,000 | |
| Non-deductible expenses | |
| - | | |
| (56,000 | ) |
| Change in valuation
allowance | |
| (60,000 | ) | |
| (4,000 | ) |
| 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, 2022 | | |
As
f
April
30, 2021 | |
| Deferred income tax assets | |
| | | |
| | |
| Net operating losses | |
$ | 136,000 | | |
$ | 76,000 | |
| Valuation allowance | |
| (136,000 | ) | |
| (76,000 | ) |
| Net deferred income
tax assets | |
$ | - | | |
$ | - | |
The
Company has an operating loss carry forward of approximately $645,000.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
CONTROLS
AND PROCEDURES
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
We
maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports
filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the Commission’s
rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated
to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result of this evaluation, management
concluded that our disclosure controls and procedures were not effective as of April 30, 2022.
Management’s
Annual Report on Internal Control over Financial Reporting
This
Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting or an
attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly
public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our
internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley Act of 2002 until we are no longer an “emerging
growth company” as defined in the JOBS Act.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred during the quarter ended April 30, 2022 that materially
affect, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER
INFORMATION
Other
Directorships
No
director of the Company is also a director of other issuers with a class of securities registered under Section 12 of the Exchange Act
(or which otherwise are required to file periodic reports under the Exchange Act).
Stockholder
Communications with the Board
A
stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary,100
Boston Turnpike, Suite J9B#290, Shrewsbury, MA 01545 , who, upon receipt of any communication other than one that is clearly marked “Confidential,”
will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication
to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,”
our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication
to the director(s) to whom it is addressed.
Change
of Control
The
Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Equity
Compensation Plan Information
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.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Our
independent public accounting firm is L&L CPAs PCAOB Auditor ID #000, LP.
Our
sole director approves in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.
Audit
Fees
The
aggregate fees billed by our independent auditors, L&L CPAs, LP and MaloneBailey, LLP, for professional services rendered for the
audit of our annual financial statements, and for the review of quarterly financial statements for the fiscal years ended April 30, 2022,
and 2021, were:
| | |
2022 | | |
2021 | |
| MaloneBailey, LLP | |
$ | - | | |
$ | 51,000 | |
| L&L CPAs, LP | |
$ | 10,000 | | |
| - | |
Audit
fees incurred by the Company were pre-approved by the Board of Directors.
Audit
Related Fees: None.
Tax
Fees: None.
All
Other Fees: None.
We
do not use the auditors for financial information system design and implementation. Such services, which include designing or implementing
a system that aggregates source data underlying the financial statements or that generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not engage the auditors to provide compliance outsourcing services.
The
Board of Directors has considered the nature and amount of fees billed by L&L CPAs, LP and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining L&L CPAs, LP ‘s independence.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This
Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934,
as amended and Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following
words: “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “ongoing,” “plan,”
“potential,” “predict,” “project,” “should,” or the negative
of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements
are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such
performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are
made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance
or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report.
These factors include:
| |
● |
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 |
| |
● |
Other
risk factors included under “Risk Factors” below. |
You
should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made
in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear
in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective
investors are encouraged not to place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf. Other than as required by law, we undertake no obligation to update or
revise these forward-looking statements, even though our situation may change in the future.
PART I – FINANCIAL
INFORMATION
Item 1. Financial Statements
Mass
Megawatts Wind Power, Inc.
Balance Sheets
(Unaudited)
| | |
January
31,
2023 | | |
April
30,
2022 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| Current
assets: | |
| | | |
| | |
| Cash | |
$ | 10,376 | | |
$ | 107,864 | |
| Deposits
and other current assets | |
| 1,000 | | |
| 1,000 | |
| Total
current assets | |
| 11,376 | | |
| 108,864 | |
| | |
| | | |
| | |
| Total
assets | |
$ | 11,376 | | |
$ | 108,864 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current
liabilities: | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
$ | 110,030 | | |
$ | 99,508 | |
| Deferred
revenue | |
| 27,100 | | |
| 27,100 | |
| Advances
- related party | |
| 1,994 | | |
| - | |
| Total
current liabilities | |
| 139,124 | | |
| 126,608 | |
| Total
liabilities | |
| 139,124 | | |
| 126,608 | |
| | |
| | | |
| | |
| STOCKHOLDERS’
DEFICIT | |
| | | |
| | |
Common
stock, no par value, 160,000,000 shares authorized,
149,139,579 and 137,764,579 shares issued and outstanding, respectively | |
| 8,605,563 | | |
| 8,527,825 | |
| Additional
paid in capital | |
| 1,569 | | |
| 1,569 | |
| Accumulated
deficit | |
| (8,734,880 | ) | |
| (8,547,138 | ) |
| Total
stockholders’ deficit | |
| (127,748 | ) | |
| (17,744 | ) |
| Total
liabilities and stockholders’ deficit | |
$ | 11,376 | | |
$ | 108,864 | |
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, 2023 and 2022
(Unaudited)
| | |
Three
months ended | | |
Nine
months ended | |
| | |
January
31, 2023 | | |
January
31, 2022 | | |
January
31, 2023 | | |
January
31, 2022 | |
| | |
| | |
| | |
| | |
| |
| Operating
expenses: | |
| | | |
| | | |
| | | |
| | |
| General
and administrative | |
$ | 38,415 | | |
$ | 79,229 | | |
$ | 187,742 | | |
$ | 193,308 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total
operating expenses | |
| (38,415 | ) | |
| (79,229 | ) | |
| (187,742 | ) | |
| (193,308 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
$ | (38,415 | ) | |
$ | (79,229 | ) | |
$ | (187,742 | ) | |
$ | (193,308 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
per share - basic | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| Loss
per share - diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted
average shares outstanding - basic | |
| 145,214,304 | | |
| 137,218,425 | | |
| 140,963,943 | | |
| 133,008,215 | |
| Weighted
average shares outstanding - diluted | |
| 145,214,304 | | |
| 137,218,425 | | |
| 140,963,943 | | |
| 133,008,215 | |
The
accompanying notes are an integral part of these unaudited financial statements.
Mass
Megawatts Wind Power, Inc.
Statements of Changes
in Stockholders’ Deficit
For
the nine months ended January 31, 2023 and 2022
(Unaudited)
| | |
Common
Stock | | |
Additional | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
paid-in
capital | | |
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance,
April 30, 2022 | |
| 137,764,579 | | |
$ | 8,527,825 | | |
$ | 1,569 | | |
$ | (8,547,138 | ) | |
$ | (17,744 | ) |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| (91,842 | ) | |
| (91,842 | ) |
| Balance, July
31, 2022 | |
| 137,764,579 | | |
| 8,527,825 | | |
| 1,569 | | |
| (8,638,980 | ) | |
| (109,586 | ) |
| Common
shares for cash | |
| 5,600,000 | | |
| 44,250 | | |
| - | | |
| - | | |
| 44,250 | |
| Common
shares for services | |
| 100,000 | | |
| 2,900 | | |
| - | | |
| - | | |
| 2,900 | |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| (57,485 | ) | |
| (57,485 | ) |
| Balance, October
31, 2022 | |
| 143,464,579 | | |
| 8,574,975 | | |
| 1,569 | | |
| (8,696,465 | ) | |
| (119,921 | ) |
| Common
shares for cash | |
| 5,675,000 | | |
| 30,588 | | |
| - | | |
| - | | |
| 30,588 | |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| (38,415 | ) | |
| (38,415 | ) |
| Balance,
January 31, 2023 | |
| 149,139,579 | | |
$ | 8,605,563 | | |
$ | 1,569 | | |
$ | (8,734,880 | ) | |
$ | (127,748 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| 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 | |
| 137,764,579 | | |
$ | 8,527,825 | | |
$ | 1,569 | | |
$ | (8,455,092 | ) | |
$ | 74,302 | |
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, 2023 and 2022
(Unaudited)
| | |
January
31, 2023 | | |
January
31, 2022 | |
| | |
| | |
| |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
loss | |
$ | (187,742 | ) | |
$ | (193,308 | ) |
| Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Stock-based
compensation | |
| 2,900 | | |
| - | |
| Changes
in operating assets and liabilities: | |
| | | |
| | |
| Accounts
payable and accrued liabilities | |
| 10,522 | | |
| 2,735 | |
| Advances
- related party | |
| 1,994 | | |
| - | |
| | |
| | | |
| | |
| CASH
FLOWS USED IN OPERATING ACTIVITIES | |
| (172,326 | ) | |
| (190,573 | ) |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds
from sale of common shares | |
| 74,838 | | |
| 324,500 | |
| | |
| | | |
| | |
| CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| 74,838 | | |
| 324,500 | |
| | |
| | | |
| | |
| NET
CHANGE IN CASH | |
| (97,488 | ) | |
| 133,927 | |
| Cash,
beginning of period | |
| 107,864 | | |
| 70,687 | |
| Cash,
end of period | |
$ | 10,376 | | |
$ | 204,614 | |
| | |
| | | |
| | |
| SUPPLEMENTAL
CASH FLOW INFORMATION | |
| | | |
| | |
| | |
| | | |
| | |
| Cash
paid on interest expenses | |
$ | - | | |
$ | - | |
| Cash
paid for income taxes | |
$ | - | | |
$ | - | |
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 2022 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 2022, 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.
Advertising
and Marketing Costs
We
expense advertising and marketing costs as incurred. Advertising and marketing costs were $65,005 and $46,298 for the nine months ended
January 31, 2023 and 2022, respectively.
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, 2023, 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
During
the nine months ended January 31, 2023 and 2022, the Company paid the President $38,750 and $40,000, respectively, for services. In addition,
the President of the Company paid $1,994 of expenses on the Company’s behalf.
Note
5. Equity
On
October 20, 2022, the Company filed articles of amendment to increase its authorized common shares to 160,000,000 with no par value.
During
the nine months ended January 31, 2023, the Company sold 11,275,000 shares of common stock and received proceeds of $74,838.
During
the nine months ended January 31, 2023, the Company issued 100,000 shares of common stock for services with a value of $2,900.
Note
6. Subsequent Events
On
February 21, 2023, the Company sold 350,000 shares of common stock and received proceeds of $2,100.
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Introduction
You
should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made
in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear
in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective
investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation
to update or revise these forward-looking statements, even though our situation may change in the future.
This
information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly
Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended April 30, 2022, filed
with the Securities and Exchange Commission on July 29, 2022 (the “Annual Report”).
Certain
capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our financial statements
included above under “Part I - Financial Information” – “Item 1. Financial Statements”.
In
this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from
market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable,
we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.
Unless
the context requires otherwise, references to the “Company,” “we,” “us,” “our,”
and “Mass Megawatts Wind Power” refer specifically to Mass Megawatts Wind Power, Inc.
In
addition, unless the context otherwise requires and for the purposes of this Report only:
| |
● |
“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended; |
| |
● |
“SEC”
or the “Commission” refers to the United States Securities and Exchange Commission; and |
| |
● |
“Securities
Act” refers to the Securities Act of 1933, as amended. |
Where
You Can Find Other Information
We
file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC
like us at http://www.sec.gov. Copies of documents filed by us with the SEC are also available from us without charge, upon oral
or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.
Our website address is http://www.massmegawatts.com/. The information on, or that may be accessed through, our website is not incorporated
by reference into this Report and should not be considered a part of this Report.
Summary
of The Information Contained in Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Our
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the
accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash
flows. MD&A is organized as follows:
| |
● |
Overview.
Summary of our operations. |
| |
● |
Plan
of Operations. A description of our plan of operations for the next 12 months including required funding. |
| |
|
|
| |
● |
Results
of Operations. An analysis of our financial results comparing the three and nine months ended January 31, 2023 and 2022. |
| |
|
|
| |
● |
Liquidity
and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. |
| |
|
|
| |
● |
Critical
Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments
incorporated in our reported financial results and forecasts. |
Overview
Corporate
Information
Our
principal executive offices are located at 100 Boston Turnpike, Ste J9B#290 Shrewsbury, MA, and our telephone number is (508) 942-3531.
Summary
of 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. Currently, we have only solar tracker prototypes for the purpose
of testing and finalizing the design before any commercial or mass production. The patent filings related to the solar trackers are pending
and not yet granted. 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. Mass Megawatts built several wind energy power plants to test and develop the new technology. However,
we have not achieved a final product for commercial production of the wind power plants.
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.
Plan
of Operations
We
had a working capital deficit of $127,748 as of January 31, 2023. With our current cash on hand and based on our current average monthly
expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels
and to pay the costs associated with being a public company for the next 12 months. We may however require additional funding in the
future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management
strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically
or through acquisitions as funding and opportunities arise, and as discussed above, we have also purchased a homesite which we intend
to construct a custom home on which we then plan to sell. As our business continues to grow, customer feedback will be integral in making
small adjustments to improve the product and overall customer experience. We plan to raise additional required funding when required
through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution
to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate
future revenues.
Results
of Operations
For
the Three Months Ended January 31, 2023 Compared to the Three Months Ended January 31, 2022
We
had operating expenses consisting solely of general and administrative expenses of $38,415 for the three months ended January 31, 2023,
compared to operating expenses consisting solely of general and administrative expenses of $79,229 for the three months ended January
31, 2022. Operating expenses decreased by $40,814 or 52% from the prior period mainly due to decrease in professional fees and marketing
expenses.
We
had net loss of $38,415 for the three months ended January 31, 2023, compared to a net loss of $79,229 for the three months ended January
31, 2022, a decrease in net loss of $40,814 or 52%, due to the decrease in general and administrative expenses.
For
the Nine Months Ended January 31, 2023 Compared to the Nine Months Ended January 31, 2022
We had operating expenses
consisting solely of general and administrative expenses of $187,742 for the nine months ended January 31, 2023, compared to operating
expenses consisting solely of general and administrative expenses of $193,308 for the nine months ended January 31, 2022. Operating expenses
decreased by $5,566 or 3% from the prior period.
We had net loss of $187,742
for the nine months ended January 31, 2023, compared to a net loss of $193,308 for the nine months ended January 31, 2022, a decrease
in net loss of $5,566 or 3%, due to the decrease in general and administrative expenses.
Liquidity
and Capital Resources
We
had total assets of $11,376 as of January 31, 2023, consisting of total current assets of $11,376, which included cash of $10,376, deposit
of $1,000.
We
had total liabilities of $139,124 as of January 31, 2023, which included current liabilities of $139,124, including accounts payable
and accrued liabilities of $110,030, deferred revenue of $27,100 and advances from related party of $1,994.
We
had a working capital deficit of $127,748 as of January 31, 2023, compared to a working capital deficit of $17,744 as of April 30, 2022.
We
had $172,326 of net cash used in operating activities for the nine months ended January 31, 2023, as compared to $190,573 of net cash
provided by operating activities for the nine months ended January 31, 2022.
We
had $74,838 of cash provided by financing activities for the nine months ended January 31, 2023, as compared to $324,500 of cash provided
by financing activities for the nine months ended January 31, 2022, which were due to proceeds from sale of common shares.
We
do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers,
directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.
In
the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to
bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if
accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us,
or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be
forced to curtail or abandon our business operations, and any investment in the Company could become worthless.
Critical
Accounting Policies and Estimates
The
preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the
Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make
judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on
various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
“Note
1. The Company and Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and “Note 1. The
Company, Summary of Significant Accounting Policies and Going Concern” in the Notes to Financial Statements in Part II, Item
8, of the April 30, 2022 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s
financial statements.
Item 3. Quantitative
and Qualitative Disclosures about Market Risk
Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as
it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Under
the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial
Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures
as of January 31, 2023. The Company maintains disclosure controls and procedures that are designed to ensure that information required
to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the
Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable
level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial
Officer concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2023.
Changes
in Internal Control Over Financial Reporting
There
was no change in the Company’s internal control over financial reporting that occurred during the three months ended January 31,
2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
Limitations
on Effectiveness of Controls and Procedures
The
Company’s disclosure controls and procedures are designed to provide the Company’s Principal Executive Officer and Principal
Financial Officer with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives.
However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s
internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a
control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative
to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance
that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls,
no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of
any system of controls is also based in part upon certain assumptions about the likelihood of future events, and such design may not
succeed in achieving its stated objectives under all potential future conditions.
Part
III Exhibits Index to Exhibits
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements
for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Worcester, State of Massachusetts on July 19, 2023.
| Mass
Megawatts Wind Power, Inc. |
|
| |
|
|
| By |
/s/
Jonathan Ricker |
|
| |
Jonathan
Ricker |
|
| |
Chief
Executive Officer |
|
The
offering statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/
Jonathan Ricker |
|
| Jonathan
Ricker |
|
Chief
Executive Officer
Chief Financial Officer |
|
| Principal Accounting Officer |
|
| Chairman, Board of Directors |
|
| |
|
| /s/
Mark Vartanian |
|
| Mark
Vartanian |
|
| Chief
Operating Officer |
|
| Member, Board of Directors |
|
Exhibit 2.1
Exhibit 2.2
Exhibit
2.3
MASS
MEGAWATTS WIND POWER, INC.
SUBSCRIPTION
AGREEMENT
Regulation
A Free Trading Shares
Mass
Megawatts Wind Power, Inc.
Attention:
Stock Subscriptions
P.O.
Box 60363
Worcester,
MA 01606
Gentlemen:
1. Subscription.
(a)
Pursuant to the terms of the offer made by Mass Megawatts Wind Power, Inc. (the “Company”) agrees to purchase _____________
shares of the Company’s common stock (“Shares”) and has enclosed herewith a check in payment for the total subscription
purchase price of $________________________ (i.e., $0._____ x the number of shares).
(b)
The Shares, when issued, should be registered on the Company’s books as follows:
Name(s)
of holder: _____________________________________________
Registered
Address: _____________________________________________
Social
Security number_____________________________________________
2. Acknowledgements
and Agreements of the Investor
The
Investor acknowledges and agrees that the Investor is not entitled to cancel, terminate or revoke this subscription or any agreements
of the Investor hereunder, except as otherwise expressly set forth herein, and such subscription shall survive the death or disability
of the Investor.
3.
Representations and Warranties of Investor. The Investor understands that the Shares are being sold and will be issued in
reliance upon certain exemptions from registration under state and Federal law. The Investor makes the following representations, declarations
and warranties with the intent that they may be relied upon in determining the Investor’s suitability as a purchaser of the Shares.
In order to induce the Company to accept this subscription, the Investor hereby represents and warrants to, and covenants with, the Company
as follows:
(i)
The Investor has received and carefully reviewed the Memorandum;
(ii)
The Investor has had a reasonable opportunity to ask questions of and receive answers from the Company’s management concerning
the Company and the offering, and all such questions, if any, have been answered to the full satisfaction of the Investor;
(iii)
The Investor has such knowledge and expertise in financial and business matters that the Investor is capable of evaluating the merits
and risks involved in an investment in the Shares;
(iv)The
Investor maintains a residence or place of business at the addresses shown on the agreement.
(v)
The Investor understands that the Company has determined Regulation A is applicable to the offer and sale of the Shares to Investor;
(vi)
The Investor is aware and acknowledges that: (A) an investment in the Shares involves significant risk and (B) an investment in the Shares
is subject to the risks inherent in investing in a start-up business. The Investor has no need for liquidity in his investment in the
Shares. The Investor acknowledges that he may be required to bear the economic risk of this investment for an indefinite period of time.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the Investor has executed this Subscription Agreement for Shares of Mass Megawatts
Wind Power, Inc. this ________ day of _____________________, 2023.
| ________________________________________ |
|
______________________________________________ |
| Investor’s
Name (Please Print) |
|
Signature
of Investor |
| |
|
|
|
________________________________________ |
|
_____________________________________________ |
| Co-Investor
( if applicable) |
|
Signature
of Co-Investor ( if applicable) |
I,
Jonathan C. Ricker, agree to issue and receive payment of shares as described in this subscription agreement.
________________________
Jonathan
Ricker
Chief
Executive Officer
Exhibit 2.4
Exhibit 2.5
July
7, 2023
Ladies
and Gentlemen:
We
are acting as counsel to Mass Megawatt Wind Power, Inc. (the “Company”) in connection with the preparation and filing with
the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering Statement on Form
1-A, Post Qualification Amendment Number Four. The Offering Statement covers 10,000,000 shares of common stock at price of $0.008 per
share (the “Shares”).
In
our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction,
of the Offering Statement, the form of Subscription Agreement and such corporate records, previous post-effective amendments, documents,
certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter
expressed.
On
the basis of such examination, we are of the opinion that:
|
|
1.
|
The
Shares have been duly authorized by all necessary corporate action of the Company, and the Company has sufficient shares authorized
and unencumbered to fulfill the underlying offering. |
| |
|
|
| |
2. |
The Shares
constitute, each in their own regard, valid and binding obligations of the Company enforceable against the Company according with
the terms described therein. |
| |
|
|
| |
3. |
When issued
and sold by the Company against payment therefore pursuant to the terms of the Subscription Agreement, the Shares will be validly
issued, fully paid and non-assessable. |
We
hereby consent to the use of our name in the Offering Statement, and we also consent to the filing of this opinion as an exhibit thereto. In
giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Commission thereunder.
This
opinion is limited to the matters expressly set forth in this letter, and no opinion is to be implied or may be inferred beyond the matters
expressly so stated. In the event that any of the facts are different from those that have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon. This opinion is being furnished explicitly for use by the transfer
agent of the Issuer, the Issuer itself, and clearing firms/agents of the Shareholder only, and may not be used or relied upon for any
reason other than those expressly set forth herein, or be used by any other person, or reproduced without the express written consent
of our firm. This opinion shall expire upon the failure of the Issuer to remain in compliance with all filing requirements.
No
opinion is tendered regarding any federal or state law not specifically referenced herein. In reaching the conclusions expressed in this
opinion, I have assumed the genuineness of all signatures and the authenticity, accuracy and completeness of the documents presented
to me.
Very
truly yours,
 |
|
| Joshua Navarro, Esq. |
|
| Smith Eilers, PLLC |
|
Exhibit
2.6
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the inclusion in this Registration A Offering Statement on Form 1-A (Post Qualification Amendment No. 4) of our report dated
April 5, 2022 with respect to the audited financial statements of Mass Megawatts Wind Power, Inc. for the year ended April 30, 2021.
We
also consent to the references to us under the heading “Experts” in such Registration Statement.
/s/
MaloneBailey, LLP
www.malonebailey.com
Houston,
Texas
July
11, 2023
Exhibit
2.7
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the inclusion in this Registration Statement on Form Reg 1-A POS Amendment Number Four of Mass Megawatts Wind Power,
Inc. of our report dated July 29, 2022 relating to our audits of the April 30, 2022 consolidated financial statements, which report appears
in the Prospectus that is part of this Registration Statement.
We
also consent to the reference to our firm under the caption “Experts” in such Prospectus.
/s/
L&L CPAs, PA
L&L CPAs, PA
Plantation, FL
July 11, 2023
Exhibit 2.8
Mass Megawatts Wind Power (PK) (USOTC:MMMW)
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