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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2022

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ______________

 

Commission file number: 000-32465

 

Mass Megawatts Wind Power, Inc.

(Name of registrant as specified in its charter)

 

Massachusetts   04-3402789

(State or other jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

identification No.)

 

100 Boston Turnpike, Ste J9B#290

Shrewsbury, MA

  01545
(Address of principal executive offices   (Zip Code)

 

508-942-3531

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, No Par Value Per share

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer Smaller reporting company
Emerging Growth Company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

The number of shares outstanding of the registrant’s common stock, no par value, as of December 2, 2022, was 144,214,579.

 

 

 

 

 

 

TABLE OF CONTENTS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION. 3
   
PART I – FINANCIAL INFORMATION. 4
   
ITEM 1. FINANCIAL STATEMENTS. 4
Balance Sheets. 4
Statements of Operations. 5
Statements of Stockholders’ Deficit 6
Statements of Cash Flows. 7
Notes to the Financial Statements. 8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 13
ITEM 4. CONTROLS AND PROCEDURES. 13
   
PART II – OTHER INFORMATION. 13
   
ITEM 1. LEGAL PROCEEDINGS. 13
ITEM 1A. RISK FACTORS. 14
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 14
ITEM 4. MINE SAFETY DISCLOSURES. 14
ITEM 5. OTHER INFORMATION. 14
ITEM 6. EXHIBITS. 14

 

2

 

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.

 

3

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Mass Megawatts Wind Power, Inc.

Balance Sheets

(Unaudited)

 

           
   October 31,
2022
   April 30,
2022
 
         
ASSETS          
Current assets:          
Cash  $11,776   $107,864 
Deposits and other current assets   1,000    1,000 
Total current assets   12,776    108,864 
           
Total assets  $12,776   $108,864 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable and accrued liabilities  $103,603   $99,508 
Deferred revenue   27,100    27,100 
Advances - related party   1,994    - 
Total current liabilities   132,697    126,608 
Total liabilities   132,697    126,608 
           
STOCKHOLDERS’ DEFICIT          
Common stock, no par value, 160,000,000 shares authorized, 143,464,579 and 138,364,579 shares issued and outstanding, respectively   8,574,975    8,527,825 
Additional paid in capital   1,569    1,569 
Accumulated deficit   (8,696,465)   (8,547,138)
Total stockholders’ deficit   (119,921)   (17,744)
Total liabilities and stockholders’ deficit  $12,776   $108,864 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4

 

Mass Megawatts Wind Power, Inc.

Statements of Operations

For the three and six months ended October 31, 2022 and 2021

(Unaudited)

 

                     
   Three months ended   Six months ended 
   October 31, 2022   October 31, 2021   October 31, 2022   October 31, 2021 
                 
Operating expenses:                    
General and administrative  $57,485   $48,089   $149,327   $114,079 
                     
Total operating expenses   (57,485)   (48,089)   (149,327)   (114,079)
                     
Net loss  $(57,485)  $(48,089)  $(149,327)  $(114,079)
                     
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   139,920,623    131,285,458    138,836,710    130,920,317 
Weighted average shares outstanding - diluted   139,920,623    131,285,458    138,836,710    130,920,317 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5

 

Mass Megawatts Wind Power, Inc.

Statements of Changes in Stockholders’ Deficit

For the six months ended October 31, 2022 and 2021

(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)
                          
                          
                          
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)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

6

 

Mass Megawatts Wind Power, Inc.

Statements of Cash Flows

For the six months ended October 31, 2022 and 2021

(Unaudited)

 

           
   October 31, 2022   October 31, 2021 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(149,327)  $(114,079)
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   4,095    (9,863)
Advances - related party   1,994    - 
           
CASH FLOWS USED IN OPERATING ACTIVITIES   (140,338)   (123,942)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sale of common shares   44,250    64,500 
           
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   44,250    64,500 
           
NET CHANGE IN CASH   (96,088)   (59,442)
Cash, beginning of period   107,864    70,687 
Cash, end of period  $11,776   $11,245 
           
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.

 

7

 

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 $53,186 and $23,817 for the six months ended October 31, 2022 and 2021, respectively.

 

8

 

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 October 31, 2022, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available.

 

Note 4. Related Party Transactions

 

During the six months ended October 31, 2022 and 2021, the Company paid the President $27,500 and $30,000, 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 six months ended October 31, 2022, the Company sold 5,600,000 shares of common stock and received proceeds of $44,250.

 

During the six months ended October 31, 2022, the Company issued 100,000 shares of common stock for services with a value of $2,900.

 

Note 6. Subsequent Events

 

On November 11, 2022, the Company sold 750,000 shares of common stock and received proceeds of $4,875.

 

9

 

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.

 

10

 

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 six months ended October 31, 2022 and 2021.
     
  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 $119,921 as of October 31, 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.

 

11

 

Results of Operations

 

For the Three Months Ended October 31, 2022 Compared to the Three Months Ended October 31, 2021

 

We had operating expenses consisting solely of general and administrative expenses of $57,485 for the three months ended October 31, 2022, compared to operating expenses consisting solely of general and administrative expenses of $48,089 for the three months ended October 31, 2021. Operating expenses increased by $9,396 or 20% from the prior period mainly due to increase in professional fees which were offset by a decrease in filings fees.

 

We had net loss of $57,485 for the three months ended October 31, 2022, compared to a net loss of $48,089 for the three months ended October 31, 2021, an increase in net loss of $9,396 or 20%, due to the increase in general and administrative expenses.

 

For the Six Months Ended October 31, 2022 Compared to the Six Months Ended October 31, 2021

 

We had operating expenses consisting solely of general and administrative expenses of $149,327 for the six months ended October 31, 2022, compared to operating expenses consisting solely of general and administrative expenses of $114,079 for the six months ended October 31, 2021. Operating expenses increased by $35,248 or 31% from the prior period mainly due to increase in professional fees which were offset by a decrease in filings fees.

 

We had net loss of $149,327 for the six months ended October 31, 2022, compared to a net loss of $114,079 for the six months ended October 31, 2021, an increase in net loss of $35,248 or 31%, due to the increase in general and administrative expenses.

 

Liquidity and Capital Resources

 

We had total assets of $12,776 as of October 31, 2022, consisting of total current assets of $12,776, which included cash of $11,776, deposit of $1,000.

 

We had total liabilities of $132,697 as of October 31, 2022, which included current liabilities of $132,697, including accounts payable and accrued liabilities of $103,603, deferred revenue of $27,100 and advances from related party of $1,994.

 

We had a working capital deficit of $119,921 as of October 31, 2022, compared to a working capital deficit of $17,744 as of April 30, 2022.

 

We had $140,338 of net cash used in operating activities for the six months ended October 31, 2022, as compared to $123,942 of net cash provided by operating activities for the six months ended October 31, 2021.

 

We had $44,250 of cash provided by financing activities for the six months ended October 31, 2022, as compared to $64,500 of cash provided by financing activities for the six months ended October 31, 2021, 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 2021 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s financial statements.

 

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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 October 31, 2022. 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 October 31, 2022.

 

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 October 31, 2022 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 II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business.

 

Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I” - “Item 1. Financial Statements” in the Notes to Financial Statements in “Note 8. Commitments and Contingencies”.

 

The Company currently has 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.

 

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Item 1A. Risk Factors

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in our 2022 Annual Report on Form 10-K, filed with the SEC, which are incorporated herein by reference. The risks described in such reports are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the six months ended October 31, 2022, the Company sold 5,600,000 shares of common stock and received proceeds of $44,250.

 

During the six months ended October 31,2022, the Company issued 100,000 shares of common stock for services with a value of $2,900.

 

These shares of our common stock were issued pursuant to the exemptions from registration under the Securities Act afforded by Section 4(a)(2) thereof and the rules and regulations thereunder.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

            Incorporated by Reference
Exhibit Number   Description of Exhibit   Filed/ Furnished Herewith   Form   Exhibit   Filing Date   File Number
31.1*   Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act                  
32.1**   Certification of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act                  
101.INS*   Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document                  
101.SCH*   Inline XBRL Taxonomy Extension Schema Document                  
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document                  
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document                  
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document                  
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document                  
104*   Inline XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set                  

 

* Filed herewith.

** Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  MASS MEGWATTS WIND POWER, INC.
   
Date: December 2, 2022 By: /s/ Jonathan C. Ricker
    Jonathan C. Ricker
    Chief Executive Officer and President
    (Principal Executive Officer and Principal Financial/Accounting Officer)

 

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