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 JANUARY 31, 2009
[ ] 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 5,923,581 SHARES OF THE REGISTRANT'S NO PAR VALUE COMMON STOCK
OUTSTANDING AS OF MARCH 16, 2009.
TRANSITIONAL SMALL BUSINESS FORMAT (CHECK ONE) YES NO X
--- ---
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
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONTENTS
FINANCIAL STATEMENTS:
BALANCE SHEETS AS OF JANUARY 31, 2009, AND APRIL 30, 2008 (UNAUDITED)
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2009
AND 2008 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO
JANUARY 31, 2009 (UNAUDITED)
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2009 AND 2008
(UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OFINCEPTION) TO JANUARY
31, 2009 (UNAUDITED)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
JANUARY 31, 2009 AND APRIL 30, 2008 (UNAUDITED)
January 31, 2009 April 30, 2008
ASSETS
Current assets:
Cash $ 30,247 $ 153
Accounts receivable 4,134 -
Prepaid expenses and deposits 10,424 803
Costs and estimated earnings in excess of billings 145,209 -
Total current assets 190,014 956
Fixed assets, net of accumulated depreciation of $24,689 and $23,183, respectively 6,123 7,629
Other assets - 565
Total assets $ 196,137 $ 9,150
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities $ 27,881 $ 26,051
Credit cards payable 51,995 82,488
Provision for anticipated losses 86,250 -
Due to stockholder 47,900 42,442
Total current liabilities 214,026 150,981
Stockholders' (deficit):
Common stock; no par value; 7,000,000 shares authorized; 4,334,002 3,698,228
5,923,581 issued and outstanding at January 31, 2009;
5,000,000 authorized; 4,989,394 issued and outstanding
at April 30, 2008
Deficit accumulated during development stage (4,351,891) (3,840,059)
Total stockholders' (deficit) (17,889) (141,831)
Total liabilities and stockholders' (deficit)/equity $ 196,137 $ 9,150
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
1
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)
May 27, 1997
(Date of
Inception)
Three Months Ended Nine Months Ended to January
January 31, January 31, 31,
2009 2008 2009 2008 2009
------------------------ ------------------------ --------------
Revenues $ 35,802 $ - $ 35,802 $ 27,008 $ 62,810
Cost of Goods Sold 20,484 20,484 44,426
Anticipated Losses on Contracts 86,250 - 86,250 23,942 86,250
------------------------ ------------------------ --------------
Gross Profit (Loss) (70,932) - (70,932) 3,066 (67,866)
------------------------ ------------------------ --------------
Operating Expenses:
General and administrative 74,733 42,578 434,172 142,067 4,191,653
Depreciation 502 503 1,506 1,507 24,689
------------------------ ------------------------ --------------
Total Operating Expenses 75,235 43,081 435,678 143,574 4,216,342
------------------------ ------------------------ --------------
Operating Loss (146,167) (43,081) (506,610) (140,508) (4,284,208)
Other Expenses (Income)
Interest expense 1,731 4,438 5,761 13,867 72,158
Interest income (33) (10) (539) (34) (4,475)
------------------------ ------------------------ --------------
Net Other Expenses 1,698 4,428 5,222 13,833 67,683
------------------------ ------------------------ --------------
Net Loss $ (147,865) $ (47,509) $ (511,832) $ (154,341) $ (4,351,891)
Net loss per share (0.03) (0.01) (0.09) (0.04)
Weighted average number
of common shares 5,899,151 4,516,032 5,590,020 4,516,032
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
2
MASS MEGAWATTS WIND POWER, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (UNAUDITED)
May 27, 1997
(Date of
Nine Months Ended Inception)
January 31, to January 31,
2009 2008 2009
OPERATING ACTIVITIES:
Net loss $(511,832) $ (154,341) $ (4,351,891)
Adjustments to reconcile net loss to net
cash used by operating activities:
Shares issued for services 131,814 8,355 1,425,370
Depreciation 1,506 1,507 24,689
Interest imputed on stockholder advances 689 2,765 28,938
Anticipated loss on contract 86,250 - 86,250
Change in:
Accounts receivable (4,134) (11,280) (4,134)
Prepaid expenses (9,056) 11,393 (10,424)
Costs and estimated earnings in excess (145,209) - (145,209)
of billings
Accounts payable and accrued liabilities (14,695) 116,424
(28,663)
Customer deposit - 4,192
-
Net cash used in operating activities (478,635) (156,296) (2,825,795)
INVESTING ACTIVITIES:
Purchase of fixed assets - - (13,712)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 503,271 144,907 2,821,854
Borrowings on related party debt 47,900 6,000 521,296
Payments on related party debt (42,442) (3,500) (473,396)
Net cash provided by financing activities 508,729 147,407 2,869,754
NET INCREASE (DECREASE) IN CASH 30,094 (8,889) 30,247
CASH AT BEGINNING OF PERIOD 153 16,108 -
CASH AT END OF PERIOD $ 30,247 $ 7,219 $ 30,247
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 5,761 $ 13,868
Income tax paid - -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.
3
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 JANUARY 31, 2009. IN
ADDITION, AT JANUARY 31, 2009, 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 - COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS
THE $145,209 CONSISTS OF COSTS OF MATERIALS AND LABOR RELATED TO A CONSTRUCTION
CONTRACT. THE CONTRACT IS BEING ACCOUNTED FOR UNDER THE COMPLETED-CONTRACT
METHOD. COSTS TO DATE ARE $186,545 AND CONSISTS OF LABOR AND MATERIALS.
BILLINGS TO DATE ARE $41,336 AS OF JANUARY 31, 2009.
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. WE
SELECTED THE COMPLETED CONTRACT-METHOD, AS SHORT-TERM CONTRACTS FOR WHICH
FINANCIAL POSITION AND RESULTS OF OPERATIONS REPORTED ON THE COMPLETED-CONTRACT
BASIS WOULD NOT VARY MATERIALLY FROM THOSE RESULTING FROM USE OF THE
PERCENTAGE-OF-COMPLETION METHOD.
UNDER THE COMPLETED-CONTRACT METHOD, REVENUES AND 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. ANTICIPATED LOSSES
OF $86,250 ON THIS CONTRACT ARE ACCOUNTED FOR IN CURRENT LIABILITIES.
NOTE 4 - EQUITY
DURING THE NINE MONTHS ENDED JANUARY 31,2009:
- - 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 856,273 SHARES OF COMMON STOCK FOR CASH OF $503,271.
4
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 JANUARY 31, 2009 AS COMPARED TO THE
PERIOD ENDED JANUARY 31, 2008:
WE'VE SHOWN LOSSES FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2009 AND THE
PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO JANUARY 31, 2009. 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.
OUR TICKER 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.
5
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 JANUARY 31, 2009, 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. 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
6
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 JANUARY 31, 2009 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 JANUARY 31, 2009, THE COMPANY ISSUED THE FOLLOWING
SHARES OF STOCK:
SHARES AMOUNT
------- -------
COMMON STOCK FOR CASH AT $0.42 PER SHARE 122,000 $51,240
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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 NINE MONTH PERIOD ENDED JANUARY 31, 2009, WE WERE NOT IN DEFAULT ON
ANY INDEBTEDNESS.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
DURING THE NINE MONTH PERIOD ENDED JANUARY 31, 2009, WE DID NOT SUBMIT ANY
MATTERS TO A VOTE OF SECURITY HOLDERS.
8
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 -
ON DECEMBER 18, 2008, THE COMPANY FILED A FORM 8-K REPORTING A PRESS RELEASE
ANNOUNCING CERTAIN FINANCIAL RESULTS FOR THE FISCAL QUARTER ENDED OCTOBER 31,
2008.
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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: 03/17/2009 BY:/S/ JONATHAN RICKER
-------------- ------------------------------------
CHAIRMAN, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
DATED: 03/17/2009 BY:/S/ DEBORAH KASPUTIS
-------------- -------------------------------------
DEBORAH KASPUTIS
DIRECTOR
DATED: 03/17/2009 BY:/S/ GARY BEDELL
-------------- -------------------------------------
GARY BEDELL
DIRECTOR
10