UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ,20 , TO ,20 .
-------- -- -------- --
COMMISSION FILE NUMBER 000-32465
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MASS MEGAWATTS WIND POWER, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MASSACHUSETTS 04-3402789
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
95 PRESCOTT STREET, WORCESTER, MASSACHUSETTS 01605
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(508) 751-5432
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR
SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND
(2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
X YES NO
--- ---
INDICATE BY CHECK MARK WHETHER OR NOT THE REGISTRANT IS A LARGE ACCELERATED
FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING
COMPANY.
SEE THE DEFINITIONS OF "LARGE ACCELERATED FILER", "ACCELERATED FILER", AND
"SMALLER
REPORTING COMPANY" IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK ONE):
LARGE ACCELERATED FILER ACCELERATED FILER
NON-ACCELERATED FILER X SMALLER REPORTING COMPANY
THERE WERE 5,801,581 SHARES OF THE REGISTRANT'S NO PAR VALUE COMMON STOCK
OUTSTANDING AS OF DECEMBER 15, 2008
TRANSITIONAL SMALL BUSINESS FORMAT (CHECK ONE) YES NO X
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MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
PART I - FINANCIAL INFORMATION
- -------------------------------
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS AND PLAN OF OPERATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
ITEM 4. CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
- ----------------------------
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
ITEM 3. DEFAULTS ON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER MATTERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
- ----------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONTENTS
FINANCIAL STATEMENTS:
BALANCE SHEETS AS OF OCTOBER 31, 2008, AND APRIL 30, 2008 (UNAUDITED)
STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2008
AND 2007 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO
OCTOBER 31, 2008 (UNAUDITED)
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
(UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO OCTOBER
31, 2008 (UNAUDITED)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
OCTOBER 31, 2008 AND APRIL 30, 2008 (UNAUDITED)
October 31, 2008 April 30, 2008
ASSETS
Current assets:
Cash $ 8,806 $ 153
Prepaid expenses and deposits 17,180 803
Other Current Assets 113,554 0
------------------ ----------------
Total current assets 139,540 956
------------------ ----------------
Fixed assets, net of accumulated depreciation of $24,187 6,625 7,629
Other assets 0 565
------------------ ----------------
Total assets $ 146,165 $ 9,150
================== ================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 22,356 $ 26,051
Credit cards payable 23,560 82,488
Due to stockholder 22,100 42,442
------------------ ----------------
Total current liabilities 68,016 150,981
------------------ ----------------
Stockholders' (deficit)/equity:
Common stock; no par value; 7,000,000 shares
authorized; 5,801,581 issued and outstanding at
October 31, 2008; 5,000,000 authorized; 4,989,394
issued and outstanding at April 30, 2008 4,282,174 3,698,228
Deficit accumulated during development stage (4,204,025) (3,840,059)
------------------ ----------------
Total stockholders' (deficit)/equity 78,149 (141,831)
------------------ ----------------
------------------ ----------------
Total liabilities and stockholders' (deficit)/equity $ 146,165 $ 9,150
================== ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
May 27, 1997
(Date of
Three Months Ended Six Months Ended Inception)
October 31, October 31, to October 31,
2008 2007 2008 2007 2008
-------------------- ----------- ------------------ ----------- ----------------
Revenues $ - $ 11,280 $ - $ 27,008 $ 27,008
Cost of Goods Sold - 9,421 - 23,942 23,942
-------------------- ----------- ------------------ ----------- ----------------
Gross Profit - 1,859 - 3,066 3,066
-------------------- ----------- ------------------ ----------- ----------------
Operating Expenses:
General and
administrative 89,515 45,215 359,438 99,487 4,116,920
Depreciation 502 502 1,004 1,004 24,187
-------------------- ----------- ------------------ ----------- ----------------
Total Operating Expenses 90,017 45,717 360,442 100,491 4,141,107
-------------------- ----------- ------------------ ----------- ----------------
Operating Loss (90,017) (43,858) (360,442) (97,425) (4,138,041)
Other Expenses (Income)
Interest expense 655 4,640 4,030 9,430 70,426
Interest income (188) (18) (506) (24) (4,442)
-------------------- ----------- ------------------ ----------- ----------------
Net Other Expenses 467 4,622 3,524 9,406 65,984
-------------------- ----------- ------------------ ----------- ----------------
Net Loss $ (90,484) $ (48,480) $ (363,966) $ (106,831) $ (4,204,025)
==================== =========== ================== =========== ================
Net loss per share (0.02) (0.02) (0.07) (0.03)
Weighted average number
of common shares 5,798,921 4,282,446 5,435,766 4,181,219
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (UNAUDITED)
May 27, 1997
(Date of
Six Months Ended Inception)
October 31, to October 31,
2008 2007 2008
------------------ ---------- ----------------
OPERATING ACTIVITIES:
Net loss $ (363,966) $(106,831) $ (4,204,025)
------------------ ---------- ----------------
Adjustments to reconcile net loss to net
cash used by operating activities:
Shares issued for services 131,814 8,355 1,425,370
Depreciation 1,004 1,004 24,187
Interest imputed on stockholder advances 101 1,854 28,350
Change in:
Prepaid expenses and other assets (129,366) (178) (130,734)
Accounts payable and accrued liabilities (62,623) (15,868) 82,464
Customer deposit - - 4,192
------------------ ---------- ----------------
Net cash used in operating activities (423,036) (111,664) (2,770,196)
------------------ ---------- ----------------
INVESTING ACTIVITIES:
Purchase of fixed assets - - (13,712)
------------------ ---------- ----------------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 452,031 101,907 2,770,614
Borrowings on related party debt 22,100 6,000 495,496
Payments on related party debt (42,442) - (473,396)
------------------ ---------- ----------------
Net cash provided by financing activities 431,689 107,907 2,792,714
------------------ ---------- ----------------
NET INCREASE (DECREASE) IN CASH 8,653 (3,757) 8,806
CASH AT BEGINNING OF PERIOD 153 16,108 -
------------------ ---------- ----------------
CASH AT END OF PERIOD $ 8,806 $ 12,351 $ 8,806
================== ========== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 4,030 $ 9,429
Income tax paid - -
NON-CASH TRANSACTIONS:
Common stock issued for accounts
payable $ - $ -
Common stock issued to purchase
fixed assets - -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Mass Megawatts Wind
Power, Inc. (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 audited financial statements and notes thereto contained in
Mass Megawatt's Annual Financial Statements filed with the SEC on Form 10-KSB.
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 interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
ended April 30, 2008, as reported in the Form 10-KSB, have been omitted.
NOTE 2- GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and liabilities in the
ordinary course of business. Operating losses have been incurred each year since
inception, resulting in an accumulated deficit at October 31, 2008. In addition,
at October 31, 2008, Mass Megawatts is not generating sufficient revenue to fund
its ongoing operations. These conditions are due to Mass Megawatts continuing to
spend money for the development of the product that is not currently ready for
sale and raises substantial doubt about Mass Megawatts' ability to continue as a
going concern.
Currently, management is soliciting additional equity investors through private
placement offerings and is obtaining funding from Mass Megawatts' chief
executive officer to fund these losses; however, no assurance can be given as to
the success of these efforts.
The financial statements of Mass Megawatts do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary if Mass
Megawatts is unable to continue as a going concern.
NOTE 3 - OTHER CURRENT ASSETS
The $113,554 consists of materials and labor related to a construction contract.
The contract is being accounted for under the completed-contract method.
Revenues related to certain contracts are recognized under the
completed-contract method in accordance with SOP No. 81-1, Accounting for
Performance of Construction-Type and Certain Product Type Contracts. Revenue
costs should only be recognized when work under a contract is completed or
substantially completed. In the interim, costs incurred on and billings related
to contracts in process are accumulated on the balance sheet. Estimated losses
on contracts are charged to cost of sales in the period when the loss is
identified.
NOTE 4 - EQUITY
During the six months ended October 31,2008:
- - Mass Megawatts issued 3,472 shares of common stock to consultants for their
services. The shares were recorded at fair value of $6,007.
- - Mass Megawatts sold 5,000 shares of common stock for cash of $5,250.
During the six months ended October 31, 2008:
- - Mass Megawatts issued 77,914 shares of common stock to consultants for their
services. The shares were recorded at fair value of $131,814.
- - Mass Megawatts sold 734,273 shares of common stock for cash of $452,031.
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS AND PLAN OF OPERATION
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in
addition to important factors described elsewhere, the following important
facts, among others, sometimes have affected, and in the future could affect,
the Company's actual results, and could cause the Company's actual results
during 2008 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of the Company.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED October 31, 2008 AS COMPARED TO THE
PERIOD ENDED October 31, 2007:
We've shown a loss for the three and six months ended October 31, 2008 and the
period May 27, 1999 (date of inception) to October 31, 2008. The losses are
related mostly to the professional fees and development of a prototype,
including engineering work. Other costs include development of site locations
for future projects, as well as administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES:
Although no assurance can be given, we have begun to market its new wind system
for sale and has sold its first product in the first and second fiscal quarters
of 2007. Without additional sales, there is substantial doubt about the
Company's ability to continue as a going concern.
We have had minimal revenues related to the sale of wind power equipment since
its inception, but raised funds recently. Specifically, we raised capital with a
private placement memorandum under Regulation D, Rule 506, selling shares of its
common stock to raise $446,000. We have dedicated approximately $200,000 of this
money to be used to develop a prototype to be utilized for manufacturing. We
also anticipate that approximately $40,000 will be used toward the test and data
analysis and approximately $60,000 will be used for administration, working
capital, marketing, and advertising.
We have only seven years of operating results, with minimal revenue from
operations, and much uncertainty exists about our future as a result of the lack
of operating revenues for several years. The lack of long-term experience in new
product development could have an adverse impact on us.
Ourticker symbol is MMGW and can be found on the Over The Counter Bulletin
Board, more commonly described as OTC-BB: MMGW.
Our market share and any changes in the underlying economics of the industry are
expected to have a minimal effect on our operating results within the next 12
months. This is due to the large market for electricity and the Company's
overall market share having little or no impact on a market this size.
The wind industry is favorably impacted by new legislation and regulations
toward a cleaner air environment. This trend toward wind generated electricity
continues to grow, particularly in view of the non-polluting nature of wind
generation and its endless renewable source. However, there remains some
uncertainty on whether or not 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 that is similar to 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.
OPERATION SUMMARY
The highest priority is to complete the third party verification of the
technology. The purpose is to prove the new product's long term durability in
order to be eligible for debt financing and receive more favorable equity
financing in the future.
The next priority is our marketing program. While it is true that minimal
marketing efforts will be required, there will be some initial marketing of the
product to bring it to the attention of potential buyers. Upon successful third
party verification, Mass Megawatts can begin developing strategic alliances with
other wind power developers who have done the initial more expensive and
sometimes complicated steps of zoning, financing and other requirements toward
developing much larger commercial wind energy projects. The developers would
benefit from Mass Megawatt's new product if it can be proven to be more cost
effective in the finance community. No assurance can be given as to the
development of a successful new product. However, the third party verification
should go a long way toward removing the doubt.
Included in the marketing program, is the initial establishment of strategic
alliances with companies involved with green marketing programs. During the
third party verification process, Mass Megawatts, plans to begin these efforts
with "word of mouth" techniques at business organizations and with power
brokers. As a lower priority Mass Megawatts may be involved in very limited
efforts to 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 plans to 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 plans to 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 plans to be
used for contingencies on an "as needed" basis.
Over the past year, Mass Megawatts has continued to refine the engineering
details and construction processes required for commercial production of the
Multi-Axis Turbosystem (MAT). These advances are currently being applied to the
third party verification and ultimately accelerate worldwide awareness and
acceptance of the MAT technology.
In addition, Mass Megawatts has created valuable financial analysis materials to
allow our potential customer base to identify effective financing methods. This
will facilitate the sale of MAT units going forward.
EMPLOYEES
As of October 31, 2008, the we had no employees. Jonathan Ricker is an executive
officer, and is not considered an employee. We do hire consultants and other
employees, as necessary throughout the year. During the three month period ended
October 31, 2008, there we hired no employees . Mass Megawatts has retained
other members of the management team as consultants. Mass Megawatts believes
that there will be no significant changes in the number of employees. We do not
have a collective bargaining agreement and Mass Megawatts does not have an
employment contract with Mr. Ricker.
STRATEGY AND MARKETING
In the long term, we plan the simplest method of market penetration It is
selling directly to the electric utilities. The Company plans to avoid
difficulties of evaluating wind resources, obtaining sites, and locating
potential purchasers of power plants by redeveloping abandoned or obsolete wind
farms. Our strategy places turbines in high wind areas where the purchase
contracts from utilities for wind energy are already available. We have
identified large users of electric power in high wind locations. Also, Mass
Megawatts had meetings with the local planning boards of the communities with
the proposed sites and decision makers who purchase the electricity. We also
plan to have strategic alliances with developers of proposed sites and
construction companies as Mass Megawatts grows rapidly.
Also, a groundswell across the nation for Green Power/renewable energy has
prompted state and federal legislatures to offer tremendous tax credits and
incentives. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. prepared
a MAT sales presentation for high tax bracket individuals and corporations. For
those qualifying, the financial risk of purchasing a MAT unit is minimized by
the tax advantages.(Details may be found on our website under "New Developments
- -- Tax Package".) Revenue generated from these initial sales will accelerate
internal growth and promote additional sales opportunities.
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 the Company pursues this effort, sales and service
activities are planned to be handled through strategic alliances with new and
emerging electric power brokers, which have formed as a result 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 into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year and provide a five percent non-refundable deposit on each block of
electricity reserved for future purchases. Such brokers include All Energy,
Green Mountain Resources, and Energy Vision. Another marketing resource for the
Company's product is Electricity Choice, which helps negotiate consumer electric
sales. The Company plans to aggressively promote its products to brokers,
focusing on cost savings and environmental benefits. It plans to 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
calculated as a percentage of power sales.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. We review our estimates, including but not limited
to, recoverability of long-lived assets, recoverability of prepaid expenses and
deposits on a regular basis and makes adjustments based on historical
experiences and existing and expected future conditions. These evaluations are
performed and adjustments are made as information is available. Management
believes that these estimates are reasonable; however, actual results could
differ from these estimates. We believe that the following critical policies
affect our most significant judgments and estimates used in preparation of our
financial statements.
Research and development costs are charged to operations when incurred and are
included in operating expenses.
Mass Megawatts Wind Power does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company's results
of operations, financial position or cash flow.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Under the supervision and with
the participation of our Management, including our principal executive officer
and principal financial officer, which is the same person, we conducted an
evaluation of the effectiveness of the design and operations of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of January 31, 2008. Based on this
evaluation, our principal executive officer and principal accounting officer
concluded that our financial disclosure controls and procedures were not
effective so as to timely identify, correct and disclose information required to
be included in our Securities and Exchange Commission ("SEC") reports due to the
Company's limited internal resources and lack of ability to have multiple levels
of transaction review. Through the use of external consultants and the audit
process, management believes that the financial statements and other information
presented herewith are materially correct.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company's internal control over financial
reporting during the three months ended October 31, 2008 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.
Certification by each Director and executive officer has been executed.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
During the three months ended October 31, 2008, the Company issued the following
shares of stock:
Shares Amount
------- --------
Common stock for cash at $1.05 per share (August 2008) 5,000 $ 5,250
Common stock for services at $1.73 per share (September 2008) 3,472 $ 6,007
The common stock issued for services is valued at its fair market value. These
shares are not registered under Rule 506 of Regulation D, which is an exemption
of Section 4(c) of the Securities Act of 1933.
Rule 506 of Regulation D is considered a "safe harbor" for the private offering
exemption of Section 4(2) of the Securities Act. Companies using the Rule 506
exemption can raise an unlimited amount of money. A company can be assured it is
within the Section 4(2) exemption by satisfying the following standards:
We cannot use general solicitation or advertising to market the
securities;
We may sell our securities to an unlimited number of "accredited
investors" and up to 35 other purchases. Unlike Rule 505, all non-accredited
investors, either alone or with a purchaser representative, must be
sophisticated-that is, they must have sufficient knowledge and experience in
financial and business matters to make them capable of evaluating the merits and
risks of the prospective investment;
Companies must decide what information to give to accredited investors, so long
as it does not violate the antifraud prohibitions of the federal securities
laws. But companies must give non-accredited investors disclosure documents that
are generally the same as those used in registered offerings. If a company
provides information to accredited investors, it must make this information
available to non-accredited investors as well;
We must be available to answer questions by prospective purchasers;
Financial statement requirements are the same as for Rule 505; and
Purchasers receive "restricted" securities, meaning that the securities cannot
be sold for at least a year without registering them. While companies using the
Rule 506 exemption do not have to register their securities and usually do not
have to file reports with the SEC, they must file what is known as a "Form D"
after they first sell their securities. Form D is a brief notice that includes
the names and addresses of the company's owners and stock promoters, but
contains little other information about the company.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
During the three month period ended July 31, 2008, the we were not in
default on any of its indebtedness.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three month period ended October 31, 2008, we did not submit
any matters to a vote of security holders.
ITEM 5. OTHER MATTERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -
31 CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT
TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
32 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(b) Reports on Form 8-K -
The Company filed a Form 8-K on August 15, 2008, reporting Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Company filed a Form 8-K on August 15, 2008, reporting
Unregistered Sales of Equity Securities
The Company filed a Form 8-K on September 22, 2008, reporting a press release
announcing certain financial results for the fiscal quarter ended July 31, 2008.
SIGNATURES
- ----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:
MASS MEGAWATTS WIND POWER, INC.
Dated: 12/17/08 By: /s/ Jonathan Ricker
-------------- -------------------------------------
Chairman, Chief Executive Officer,
Chief Financial Officer and
Principal Accounting Officer
Dated: 12/17/08 By: /s/ Deborah Kasputis
-------------- -------------------------------------
Deborah Kasputis
Director
Dated: 12/17/08 By: /s/ Gary Bedell
-------------- -------------------------------------
Gary Bedell
Director