Massachusetts
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04-3402789
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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95 Prescott Street, Worcester, Massachusetts 01605
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(Address of Principal Executive Offices)
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(508) 751-5432
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(Registrant's Telephone Number, Including Area Code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Part I - Financial Information
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Item 1.
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Financial Statements
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3
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Item 2.
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Management's Discussion & Analysis and Plan of Operation
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9
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risks
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12
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Item 4.
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Controls and Procedures
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12
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Part II - Other Information
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Item 1.
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Legal Proceedings
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13
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Item 2.
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Changes in Securities
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13
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Item 3.
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Defaults on Senior Securities
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14
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Item 4.
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Submission of Matters to a Vote of Security Holders
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14
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Item 5.
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Other Matters
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14
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Item 6.
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Exhibits and Reports on Form 8-K
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14
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Signatures
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15
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Balance Sheets as of January 31, 2014, and April 30, 2013 (Unaudited)
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4
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Statements of Operations for the Three and Nine Months Ended January 31, 2014 and 2013 (Unaudited)
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5
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Statements of Cash Flows for the Nine Months Ended January 31, 2014 and 2013 (Unaudited)
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6
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Notes to Unaudited Financial Statements
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7
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Mass Megawatts Wind Power, Inc.
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Balance Sheets
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(Unaudited)
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January 31, |
April 30,
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|||||||
2014
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2013
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|||||||
ASSETS
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Current Assets:
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||||||||
Cash
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$ | 619 | $ | 123 | ||||
Prepaid expenses and other current assets
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27,071 | 27,507 | ||||||
Total current assets
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27,690 | 27,630 | ||||||
Fixed assets, net of accumulated depreciation of $38,123 and $36,168, respectively
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2,652 | 4,607 | ||||||
Total assets
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$ | 30,342 | $ | 32,237 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities:
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||||||||
Accounts payable and accrued liabilities
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$ | 168,686 | $ | 130,940 | ||||
Due to stockholder
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45,539 | 47,286 | ||||||
Total current liabilities
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214,225 | 178,226 | ||||||
Stockholders' Deficit:
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||||||||
Common stock; no par value; 67,000,000 shares authorized; 36,821,537 and 25,734,137 issued and outstanding, respectively
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6,980,848 | 6,707,082 | ||||||
Additional paid in capital
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12,569 | 12,569 | ||||||
Retained deficit
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(7,177,300 | ) | (6,865,640 | ) | ||||
Total stockholders' deficit
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(183,883 | ) | (145,989 | ) | ||||
Total liabilities and stockholders' deficit
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$ | 30,342 | $ | 32,237 |
Mass Megawatts Wind Power, Inc.
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|||||||||||
Statements of Operations
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(Unaudited)
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Three Months Ended
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Nine Months Ended
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January 31,
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January 31,
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2014
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2013
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2014
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2013
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Operating expenses:
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General and administrative
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88,233 | 144,312 | 276,374 | 310,413 | ||||||||||||
Loss on shares issued for compensation
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6,424 | - | 23,959 | 3,600 | ||||||||||||
Depreciation
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651 | 969 | 1,955 | 2,907 | ||||||||||||
Total operating expenses
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95,308 | 145,281 | 302,288 | 316,920 | ||||||||||||
Operating loss
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(95,308 | ) | (145,281 | ) | (302,288 | ) | (316,920 | ) | ||||||||
Other income (expense):
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||||||||||||||||
Interest expense, net
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(3,494 | ) | (3,495 | ) | (9,372 | ) | (10,306 | ) | ||||||||
Total other expense
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(3,494 | ) | (3,495 | ) | (9,372 | ) | (10,306 | ) | ||||||||
Net Loss
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$ | (98,802 | ) | $ | (148,776 | ) | $ | (311,660 | ) | $ | (327,226 | ) | ||||
Net loss per share - basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Weighted average number of common shares - basic and diluted
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35,040,809 | 22,309,533 | 31,231,243 | 19,507,125 |
Mass Megawatts Wind Power, Inc.
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Statements of Cash Flows
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Nine Months Ended
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January 31,
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2014
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2013
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OPERATING ACTIVITIES
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Net loss
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$ | (311,660 | ) | $ | (327,226 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities:
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Shares issued for services
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135,180 | 68,623 | ||||||
Depreciation
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1,955 | 2,907 | ||||||
Changes in:
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Prepaid expenses and other current assets
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436 | 1,559 | ||||||
Accounts payable and accrued liabilities
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37,746 | 26,941 | ||||||
Deferred revenue
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- | - | ||||||
Net cash used in operating activities
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(136,343 | ) | (227,196 | ) | ||||
FINANCING ACTIVITIES
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Proceeds from issuance of common stock
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138,586 | 208,618 | ||||||
Proceeds from recovery of settlement
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- | 6,764 | ||||||
Net borrowings on shareholder credit cards
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(126 | ) | (2,957 | ) | ||||
Borrowings on related party debt
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129 | 17,548 | ||||||
Payments on related party debt
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(1,750 | ) | (23,000 | ) | ||||
Net cash provided by financing activities
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136,829 | 206,973 | ||||||
NET INCREASE (DECREASE) IN CASH
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496 | (20,223 | ) | |||||
CASH AT BEGINNING OF PERIOD
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123 | 41,484 | ||||||
CASH AT END OF PERIOD
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$ | 619 | $ | 21,261 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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Interest paid
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$ | 9,372 | $ | 10,306 | ||||
Income tax paid
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- | - | ||||||
NON-CASH TRANSACTIONS
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Shares issued for payment of related party debt
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$ | - | $ | - |
Shares
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Amount
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|||||||
Common stock for cash at $0.015 per share (November 2013)
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400,000
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$
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6,000
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Common stock for cash at $0.016 per share (November 2013)
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240,000
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$
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3,840
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Common stock for services at $0.035 per share (November 2013)
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350,000
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$
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12,250
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Common stock for cash at $0.030 per share (December 2013)
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123,500
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$
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3,705
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Common stock for services at $0.032 per share (December 2013)
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137,000
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$
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4,384
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Common stock for cash at $0.010 per share (January 2014)
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200,000
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$
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2,000
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Common stock for cash at $0.011 per share (January 2014)
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550,000
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$
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6,050
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Common stock for cash at $0.020 per share (January 2014)
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550,000
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$
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11,000
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Common stock for services at $0.028 per share (January 2014)
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550,000
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$
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15,400
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(a) Exhibits -
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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 | |
Reports on Form 8-K - The Company filed the following current reports on the Form 8-K on the following dates during the quarter ended January 31, 2014: | ||
On December 30, 2013, reporting a press release reporting design improvements and new product developments | ||
MASS MEGAWATTS WIND POWER, INC.
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Dated:
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March 21, 2014
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By: /s/ Jonathan Ricker
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Chairman, Chief Executive Officer,
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Chief Financial Officer and
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Principal Accounting Officer
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Dated:
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March 21, 2014
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By: /s/ Gary Bedell
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Gary Bedell
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Director
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Dated:
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March 21, 2014
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By: /s/ Debra Kasputis
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Debra Kasputis
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Director
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1.
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I have reviewed this quarterly report on Form 10-Q of Mass Megawatts Wind Power, Inc. (the registrant);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d - 15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
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Dated: 03/21 /14
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/s/ Jonathan Ricker
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Jonathan Ricker
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Chief Executive Officer,
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Chief Financial Officer and
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Principal Accounting Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: 03/21 /14
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By:
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/s/ Jonathan Ricker
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Jonathan Ricker
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Chief Executive Officer,
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Chief Financial Officer and
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Principal Accounting Officer
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4. STOCKHOLDERS' EQUITY
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Equity [Abstract] | |
4. STOCKHOLDERS' EQUITY | During the nine months ended January 31, 2014:
Mass Megawatts issued 4,292,000 shares of common stock to consultants for their services. These shares were valued and recorded at fair value of $135,180 based on the quoted market price of our common stock on the date of each agreement.
Mass Megawatts sold 6,795,400 shares of common stock for cash of $138,586.
On January 29, 2014 the Company filed with the Commonwealth of Massachusetts to increase the authorized common shares from 35,000,000 to 38,500,000 shares. |
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3. RELATED PARTY TRANSACTIONS
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Related Party Transactions [Abstract] | |
3. RELATED PARTY TRANSACTIONS | At January 31, 2014, Mass Megawatts owed $45,539 to the Companys President, which consisted of amounts owed on personal credit cards for company expenditures of $36,458 and cash funds advanced of $9,081.
Funds advanced during the fiscal year are due on demand, bear no interest, and are unsecured. Payments on stockholders credit cards are subject to the terms and conditions of the authorizing entities.
During the nine months ended January 31, 2014, the Company issued 150,000 common shares for proceeds of $4,500 and 20,000 common shares for services valued at $556 to its president. |
Balance Sheets (Unaudited) (USD $)
|
Jan. 31, 2014
|
Apr. 30, 2013
|
---|---|---|
ASSETS | ||
Cash | $ 619 | $ 123 |
Prepaid expenses and other current assets | 27,071 | 27,507 |
Total current assets | 27,690 | 27,630 |
Fixed assets, net of accumulated depreciation of $38,123 and $36,168, respectively | 2,652 | 4,607 |
Total Assets | 30,342 | 32,237 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued liabilities | 168,686 | 130,940 |
Due to stockholder | 45,539 | 47,286 |
Total current liabilities | 214,225 | 178,226 |
Stockholders' deficit: | ||
Common stock; no par value; 35,000,000 shares authorized; 36,821,537 and 25,734,137 issued and outstanding, respectively | 6,980,848 | 6,707,082 |
Additional paid in capital | 12,569 | 12,569 |
Retained deficit | (7,177,300) | (6,865,640) |
Total stockholders' deficit | (183,883) | (145,989) |
Total liabilities and stockholders' deficit | $ 30,342 | $ 32,237 |
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Accounting Policies [Abstract] | |
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | Mass Megawatts Wind Power, Inc. (Mass Megawatts"), 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 2013, Mass Megawatts introduced a program to develop and market a new solar tracking technology. The corporate headquarters is located in Worcester, Massachusetts.
The accompanying unaudited interim financial statements of Mass Megawatts Wind Power, Inc. have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Mass Megawatts Annual Financial Statements included herein on this Form 10-K filed with the SEC. 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended April 30, 2013 have been omitted.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
Recently Issued Accounting Pronouncements
Mass Megawatts does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows. |
2. GOING CONCERN
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Text Block [Abstract] | |
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 of $7,177,300 at January 31, 2014. In addition, at January 31, 2014, Mass Megawatts is not generating sufficient revenue to fund its ongoing operations. These conditions raise 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. |
Balance Sheets (Parenthetical) (USD $)
|
Jan. 31, 2014
|
Apr. 30, 2013
|
---|---|---|
ASSETS | ||
Fixed assets, accumulated depreciation | $ 38,123 | $ 36,168 |
Stockholders' deficit: | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 36,821,537 | 25,734,137 |
Common stock, shares outstanding | 36,821,537 | 25,734,137 |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Jan. 31, 2014
|
Mar. 21, 2014
|
|
Document And Entity Information | ||
Entity Registrant Name | MASS MEGAWATTS WIND POWER INC | |
Entity Central Index Key | 0001117228 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,821,537 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 |
Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2014
|
Jan. 31, 2013
|
Jan. 31, 2014
|
Jan. 31, 2013
|
|
Operating expenses: | ||||
General and administrative | $ 88,233 | $ 144,312 | $ 276,374 | $ 310,413 |
Loss on shares issued for compensation | 6,424 | 0 | 23,959 | 3,600 |
Depreciation | 651 | 969 | 1,955 | 2,907 |
Total operating expenses | 95,308 | 145,281 | 302,288 | 316,920 |
Operating loss | (95,308) | (145,281) | (302,288) | (316,920) |
Other expense: | ||||
Interest expense, net | (3,494) | (3,495) | (9,372) | (10,306) |
Total other expense | (3,494) | (3,495) | (9,372) | (10,306) |
Net Loss | $ (98,802) | $ (148,776) | $ (311,660) | $ (327,226) |
Net loss per share - basic and diluted | $ 0.00 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares - basic and diluted | 35,040,809 | 22,309,533 | 31,231,243 | 19,507,125 |
2. GOING CONCERN (Details Narrative) (USD $)
|
Jan. 31, 2014
|
Apr. 30, 2013
|
---|---|---|
Notes to Financial Statements | ||
Accumulated deficit | $ 7,177,300 | $ 6,865,640 |
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
Mass Megawatts does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows. |
3. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)
|
9 Months Ended | |
---|---|---|
Jan. 31, 2014
|
Apr. 30, 2013
|
|
Related Party Transactions [Abstract] | ||
Total due to comany's president | $ 45,539 | $ 47,286 |
Transaction with Company President | The Company issued 150,000 common shares for proceeds of $4,500 and 20,000 common shares for services valued at $556 to its president. |
4. STOCKHOLDERS' EQUITY (Details Narrative) (USD $)
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Notes to Financial Statements | |
Stock issued to consultants for their services, shares | 4,292,000 |
Stock issued to consultants for their services, Amount | $ 135,180 |
Common stock issued for cash, Shares | 6,795,400 |
Common stock issued for cash, Amount | $ 138,586 |
5. SUBSEQUENT EVENTS
|
9 Months Ended |
---|---|
Jan. 31, 2014
|
|
Subsequent Events [Abstract] | |
5. SUBSEQUENT EVENTS | - |