-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H4NwyJm1ThuVLdcEFf1ds8oc3UW7vJ1L3Yny/QUZueuKQAYwvYolbTy/7UhVhtqD H27JctKHsXjrD/sbFLjpuQ== 0001157523-09-001476.txt : 20090223 0001157523-09-001476.hdr.sgml : 20090223 20090223111923 ACCESSION NUMBER: 0001157523-09-001476 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090223 DATE AS OF CHANGE: 20090223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLLER INTERNATIONAL INC CENTRAL INDEX KEY: 0000871344 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 680006075 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-33173 FILM NUMBER: 09626961 BUSINESS ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95618 BUSINESS PHONE: (530) 756-5086 MAIL ADDRESS: STREET 1: 1222 RESEARCH PARK DR CITY: DAVIS STATE: CA ZIP: 95618 10-Q 1 a5901414.htm MOLLER INTERNATIONAL, INC. 10-Q a5901414.htm
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 December 31, 2008
 
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-33173
 
Moller International, Inc.
(Exact name of registrant as specified in its charter)
 
 
California
 
68-0006075
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)
     
1222 Research Park Drive, Davis CA
 
95618
(Address of Principal Executive Office)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (530) 756-5086

 
Indicate by check mark whether the registrant (1) has 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, and (2) has been subject to such filing requirements for the past 90 days.  Yes   x No   ¨
 
Indicate by check mark whether 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     o
Accelerated filer     o
 
       
 
Non-accelerated filer     o
(Do not check if a smaller reporting company)
Smaller reporting company     x
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No  x
 
At February 23, 2009, there were 45,965,247 shares of common stock outstanding.
 



TABLE OF CONTENTS
 
 
Page #
   
 
   
 
   
   
   
   
 
   
   
   
   
   
   
   
   
   
EXHIBITS
 
   
Exhibit 31.1      Certification Pursuant to Section 302 of the Sarbanes Oxley Act
10
Exhibit 31.2      Certification Pursuant to Section 302 of the Sarbanes Oxley Act
11
Exhibit 32.1      Certification Pursuant to Section 906 of the Sarbanes Oxley Act
12
Exhibit 32.2      Certification Pursuant to Section 906 of the Sarbanes Oxley Act
13
 

 
ii

 
 PART I - FINANCIAL INFORMATION
 
 
ITEM 1 – FINANCIAL STATEMENTS
 
MOLLER INTERNATIONAL, INC.
 
CONSOLIDATED BALANCE SHEETS
 
Unaudited
 
   
December 31, 2008
   
June 30, 2008
 
ASSETS
           
CURRENT ASSETS
           
Cash
  $ 471     $ -  
Advances to Employees
    485       363  
Accounts Receivable Trade
    9,800       9,800  
Accounts Receivable Other
    441       3,400  
Total current assets
  $ 11,197     $ 13,563  
                 
PROPERTY AND EQUIPMENT, net of accumulated depreciation
  $ 11,573     $ 11,933  
                 
OTHER ASSETS
               
Patent costs
  $ 72,529     $ 72,529  
Advance to Freedom Motors
    6       -  
Workers' compensation deposit
    353       1,167  
Total other assets
  $ 72,888     $ 73,696  
                 
    $ 95,658     $ 99,192  
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
CURRENT LIABILITIES
               
Accounts payable, trade
  $ 531,249     $ 545,171  
Accrued liabilities
    447,924       433,448  
Accrued liabilities-related parties
    443,599       413,290  
Accrued liabilities-majority shareholder
    2,778,777       2,453,161  
Notes payable-other
    969,854       958,078  
Note payable - majority shareholder
    3,057,095       2,897,399  
Notes payable - minority shareholders
    373,671       348,671  
Notes payable - related parties
    1,742,159       1,737,596  
Deferred wages - employees
    271,605       155,921  
Customer deposits
    394,767       394,767  
Total current liabilities
  $ 11,010,700     $ 10,337,502  
LONG TERM LIABILITIES
               
Deferred wages and interest-majority shareholder
  $ 918,482     $ 761,333  
Total long term liabilities
  $ 918,482     $ 761,333  
Total liabilities
  $ 11,929,182     $ 11,098,835  
STOCKHOLDERS' DEFICIT
               
Common stock, authorized, 150,000,000 shares, no par value,
               
       45,965,247 and 45,684,334 issued and outstanding respectively
  $ 31,684,732     $ 31,491,068  
Accumulated deficit
    (43,518,256 )     (42,490,711 )
Total stockholders' deficit
  $ (11,833,524 )   $ (10,999,643 )
                 
    $ 95,658     $ 99,192  
 
See accompanying notes to unaudited consolidated financial statements.
 
 
1

 
 
MOLLER INTERNATIONAL, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
Unaudited
 
   
   
For the Three Months Ended :
   
For the Six Months Ended:
 
   
December 31, 2008
   
December 31, 2007
   
December 31, 2008
   
December 31, 2007
 
INCOME
                       
            Revenues Affiliate
  $ 123,745     $ 7,240     $ 126,596     $ 523,720  
                    Miscellaneous
    200       1,961       200       3,507  
Total income
    123,945       9,201       126,796       527,227  
                                 
EXPENSES
                               
Administrative salaries and wages
  $ 139,541     $ 149,552     $ 274,903     $ 309,401  
Building expenses
    15,877       19,653       31,044       35,642  
Depreciation expense
    180       360       360       719  
Direct project expenses
    34,352       66,649       99,655       147,310  
Employee benefits and payroll taxes
    51,903       30,827       80,181       62,598  
Legal, accounting, and professional fees
    32,031       47,014       66,463       81,403  
Office supplies and expense
    28,734       13,119       83,882       20,986  
Other expenses
    8,174       26,711       23,723       35,225  
Patent expense
    (5,925 )     5,402       (21,156 )     8,668  
Rent expense to majority shareholder
    132,037       131,848       264,073       263,694  
Total expenses
  $ 436,904     $ 491,135     $ 903,128     $ 965,646  
                                 
Operating Loss
  $ (312,959 )   $ (481,934 )   $ (776,332 )   $ (438,419 )
                                 
OTHER EXPENSE
                               
                   Interest
  $ 113,392     $ 126,781     $ 251,213     $ 251,367  
                   Total other expense
  $ 113,392     $ 126,781     $ 251,213     $ 251,367  
                                 
                                 
NET LOSS
  $ (426,351 )   $ (608,715 )   $ (1,027,545 )   $ (689,786 )
                                 
                                 
Loss per common share, basic and diluted
  $ (0.01 )   $ (0.01 )   $ (0.02 )   $ (0.02 )
                                 
Weighted average common shares outstanding, basic and diluted
    45,812,228       45,691,026       45,774,858       45,706,022  

 

 
 
See accompanying notes to unaudited consolidated financial statements.
 
 
2

 

MOLLER INTERNATIONAL, INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS
 
Unaudited
 
   
Six Months Ended
 
   
December 31, 2008
   
December 31, 2007
 
Cash Flows From Operating Activities
           
Net Loss
  $ (1,027,545 )   $ (689,786 )
Adjustments to Reconcile Net Loss
               
to Net Cash Used:
               
    Depreciation Expense
    360       719  
    Stock Based Compensation
    193,664       95,065  
Change in assets and liabilities:
               
    Accounts Receivable
    2,831       2,266  
    Accounts Payable
    (13,922 )     (10,498 )
    Accrued Liabilities
    643,234       233,070  
    Customer Deposits
    -       (5,000 )
    Prepaid Expenses
    -       23,933  
    Other assets
    814       (528 )
    Deferred wages and accrued
    -       139,839  
Net Cash Used in Operating Activities
  $ (200,564 )   $ (210,920 )
                 
Cash Used in Investing Activities
               
   Purchase of equipment
    -       -  
   Proceeds from sale of equipment
            204  
   Purchase of other assets
    -          
Net Cash Used in investing Activities
  $ -     $ 204  
                 
Cash Flows Provided from Financing Activities
               
   Proceeds from related party note payable
    204,821       59,000  
   Payments for related party note payable
    (23,890 )     (37,629 )
   Proceeds from note payable
    20,104       209,306  
   Payments of notes payable
    -       (24,563 )
                 
Net Cash Provided from Financing Activities
  $ 201,035     $ 206,114  
                 
Net (decrease) In Cash
    471       (4,602 )
Cash Balance at End of Period
  $ 471       5,715  
Cash Balance at Beginning of Period
  $ -     $ 1,113  
                 
Supplemental Disclosure of Non-Cash Financing Activities:
               
    Assumption of employee receivable by majority
               
      shareholder
  $ -     $ 40,197  
    Contributed Capital in the form of common shares
  $ 66,500     $ -  

 
See accompanying notes to unaudited consolidated financial statements.
 
 
3

 
Moller International, Inc.
Notes To Consolidated Financial Statements
Unaudited


NOTE A – ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited financial statements of Moller International, Inc. (“MI”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  Accordingly, these financial statements may not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ending June 30, 2008 filed on Form 10-KSB. In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to fairly present MI’s financial position as of December 31, 2008, and its results of operations and its cash flows for the six months ended December 31, 2008 and 2007. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for 2008 as reported in the 10-KSB have been omitted.

NOTE B – GOING CONCERN

As of December 31, 2008, MI has accumulated deficits of $43,518,256.  MI currently has limited recurring revenue-producing products and is continuing its development of products in both the Skycar and Rotapower engine programs.  Successful completion of product development activities for either or both of these programs will require significant additional sources of capital.  Continuation as a going concern is dependent upon MI’s ability to obtain additional financing sufficient to complete product development activities and provide working capital to fund the manufacture and sale of MI’s products. These factors raise substantial doubt as to MI’s ability to continue as a going concern.

Management is currently pursuing additional sources of capital in quantities sufficient to fund product development and manufacturing and sales activities.

The majority shareholder of MI, Dr. Paul S. Moller, ("Dr. Moller"), is providing funds received from the refinancing of both real property owned by him personally and real property owned by a limited partnership of which he is the general partner, in the form of short-term, interest-bearing demand loans to MI.  As of December 31, 2008, amounts outstanding to him total $3,057,095 from these transactions. In addition, he has deferred payment of current year building rent owed by MI of $496,800. The total deferred rent, including interest owing to Dr. Moller at December 31, 2008 is $2,778,777.   He has also agreed to defer his salary.  Total amounts due to him for the deferred salaries including accrued interest total $918,482.

There can be no assurance that this majority shareholder will continue to have the ability to continue to make such short-term loans to MI in the future.  Dr. Moller is under no legal obligation to provide additional loans to the company.  In the event that he cannot continue to make such loans, or that MI does not receive funds from other sources, MI may be unable to continue to operate as a going concern.

There is no assurance that the funds generated from these activities or other sources will be sufficient to provide MI with the capital needed to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
 
4

 
NOTE C – NOTES PAYABLE – RELATED PARTIES

During the quarter ended December 31, 2008, MI borrowed an additional $5,900 from a related party and repaid $301.  The total owed to this party is $1,742,159 at December 31, 2008.  The amounts are due upon demand and interest is accrued at the stated rate of 5%.

During the quarter ended September 30, 2008, MI borrowed an additional $9,500 from a related party and repaid $10,536.

NOTE D - STOCK-BASED COMPENSATION

Effective January 1, 2006, MI adopted Statement of Financial Accounting Standard No. 123(R) and applied the provisions of the Securities and Exchange Commission Staff Accounting Bulletin No. 107 using the modified - prospective transition method. Amortization of stock option expense during the quarter ended December 31, 2008, related to stock options granted during previous years totaled $44,603.

During the three months ended December 31, 2008, MI issued 220,000 shares for services to outside consultants and estimated the value of these shares at the fair market value on the date of issuance of $79,200, which approximates when services were performed.

On September 15, 2008, Dr. Moller entered a service agreement for a six-month period with Wakabayashi Fund LLC.  Per terms of the agreement, Wakabayashi was engaged to provide public relations services for MI in exchange for non-refundable retainer items of the issuance of 100,000 common shares at front and 50,000 shares monthly for 4 months. These shares issued for services were issued by Dr. Moller instead of MI. In the current quarter ending December 31, 2008, Dr. Moller contributed 50,000 common shares on behalf of MI per the terms of the agreement. As a result, MI recorded $16,500 in expense equal to the fair market value of these shares.  The contract was canceled by MI after the first monthly contribution was made.

NOTE E - LITIGATION AND CONTINGENCIES

J.F. Wilson & Associates Ltd. v. Estate of Percy Symens, et al.

Moller International (MI) is named as a defendant in a lawsuit pending in Yolo County, California Superior Court - J.F. Wilson & Associates Ltd. v. Estate of Percy Symens, et al. The complaint, filed in April 2005, alleges that MI unlawfully discharged solvents into the environment while doing business at 203 J Street and 920 Third Street in Davis, California during 1968 to 1980.  The complaint seeks injunctive relief and damages of an unspecified amount.  The Company's Answer, which denies the allegations in the complaint, was filed in June of 2005, and initial discovery commenced in August of 2005.  The case has not been set for trial.  On December 20, 2006, defendant and cross-complainant Donald M. Miller died; and on January 7, 2008, the court ordered a stay of proceedings until the court’s Probate Department rules on an application for letters of instruction in connection with Mr. Miller’s estate.  The court’s Probate Department has not yet issued a ruling, and the stay remains in place.

In a related administrative proceeding initiated on September 26, 2006, the California Central Valley Regional Water Quality Control Board (RWQCB) issued a draft Cleanup and Abatement Order (CAO) in connection with the property at 920 Third Street.  MI was named as one of the responsible parties in the draft CAO, and intends to challenge the characterization of MI as a discharger of environmental contaminants, while also complying with the orders of the RWQCB.  MI and other parties have submitted comments regarding the draft cleanup and abatement order.  The RWQCB has indicated that it will not move forward at this time with finalizing the draft cleanup and abatement order; and the property owner is proceeding with work to investigate, characterize and remediate the soil and groundwater contamination at this property, with RWQCB oversight.
 
 
5


MI’s probable loss has been estimated at this time in the range of $200,000 to $1,000,000.  It is reasonably possible that these estimates may be significantly revised as the site investigation and other research and analysis proceeds.
 
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Results of Operations
 
Three months Ended December 31, 2008 and December 31, 2007
 
For the three-months ended December 31, 2008, we had a net loss of $426,351 or $0.01 loss per share as compared to a net loss of $608,715 or $0.01 loss per share for the same period of 2007.   We continue to pursue the development of the Skycar, Rotapower engine and Aerobot products. We currently propose to produce variations of it M200X, an earlier prototype volantor.  Although there is no assurance that this vehicle will meet with success in the market place, the Company is actively seeking support for the program and, if found, may choose to move into the production of these vehicles.

Six months Ended December 31, 2008 and December 31, 2007

For the six-months ended December 31, 2008, we had a net loss of $1,027,545 or $0.02 loss per share as compared to a net loss of $689,786 or $0.02 loss per share for the same period of 2007.    As stated above, we continue to pursue the development of the Skycar, Rotapower engine and Aerobot products. We currently propose to produce variations of it M200X, an earlier prototype volantor and are attempting to license the Rotapower engine to a potential manufacturing entity.

Going Concern and Liquidity

As of December 31, 2008, MI has accumulated deficits of $43,518,256. MI currently has limited recurring revenue-producing products and is continuing its development of products in both the Skycar and Rotapower engine programs.  Successful completion of product development activities for either or both of these programs will require significant additional sources of capital.  Continuation as a going concern is dependent upon MI’s ability to obtain additional financing sufficient to complete product development activities and provide working capital to fund the manufacture and sale of MI’s products. These factors raise substantial doubt as to MI’s ability to continue as a going concern.

Management is currently pursuing additional sources of capital in quantities sufficient to fund product development and manufacturing and sales activities.

The majority shareholder of MI, Dr. Paul S. Moller, ("Dr. Moller"), is providing funds received from the refinancing of both real property owned by him personally and real property owned by a limited partnership of which he is the general partner, in the form of short-term, interest-bearing demand loans to MI.  As of December 31, 2008, amounts outstanding to him total $3,057,095 from these transactions. In addition, he has deferred payment of current year building rent owed by MI of $496,800. The total deferred rent, including interest owing to Dr. Moller at December 31, 2008 is $2,778,777.   He has also agreed to defer his salary.  Total amounts due to him for the deferred salaries including accrued interest total $918,482.
 
 
6


There can be no assurance that this majority shareholder will continue to have the ability to continue to make such short-term loans to MI in the future.  Dr. Moller is under no legal obligation to provide additional loans to the company.  In the event that he cannot continue to make such loans, or that MI does not receive funds from other sources, MI may be unable to continue to operate as a going concern.

There is no assurance that the funds generated from these activities or other sources will be sufficient to provide MI with the capital needed to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

ITEM 3 – QUALITATIVE AND QUANTITATIVE CONCERNS ABOUT MARKET RISK

As a smaller reporting company we are not required to report items under this section.

ITEM 4 T - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our President, Paul Moller, acts as the "Certifying Officer" for the Company and is responsible for establishing and maintaining disclosure controls and procedures. The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to him, particularly during the period in which this report was prepared. The Certifying Officer has evaluated the effectiveness of our disclosure controls and procedures as of the date of this report and believes that the disclosure controls and procedures are not effective based on the required evaluation.    We believe this is due to the limited resources devoted to accounting and financial reporting during this reporting period and the Company will continue to remedy the shortfall by hiring additional personnel to address its accounting and financial reporting functions as soon as possible and when funding becomes available.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the company’s internal controls over Financial Reporting since the year ended June 30, 2008.
 
 
7


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

J.F. Wilson & Associates Ltd. v. Estate of Percy Symens, et al.

Moller International (MI) is named as a defendant in a lawsuit pending in Yolo County, California Superior Court - J.F. Wilson & Associates Ltd. v. Estate of Percy Symens, et al. The complaint, filed in April 2005, alleges that MI unlawfully discharged solvents into the environment while doing business at 203 J Street and 920 Third Street in Davis, California during 1968 to 1980.  The complaint seeks injunctive relief and damages of an unspecified amount.  The Company's Answer, which denies the allegations in the complaint, was filed in June of 2005, and initial discovery commenced in August of 2005.  The case has not been set for trial.  On December 20, 2006, defendant and cross-complainant Donald M. Miller died; and on January 7, 2008, the court ordered a stay of proceedings until the court’s Probate Department rules on an application for letters of instruction in connection with Mr. Miller’s estate.  The court’s Probate Department has not yet issued a ruling, and the stay remains in place.

In a related administrative proceeding initiated on September 26, 2006, the California Central Valley Regional Water Quality Control Board (RWQCB) issued a draft Cleanup and Abatement Order (CAO) in connection with the property at 920 Third Street.  MI was named as one of the responsible parties in the draft CAO, and intends to challenge the characterization of MI as a discharger of environmental contaminants, while also complying with the orders of the RWQCB.  MI and other parties have submitted comments regarding the draft cleanup and abatement order.  The RWQCB has indicated that it will not move forward at this time with finalizing the draft cleanup and abatement order; and the property owner is proceeding with work to investigate, characterize and remediate the soil and groundwater contamination at this property, with RWQCB oversight.

MI’s probable loss has been estimated at this time in the range of $200,000 to $1,000,000.  It is reasonably possible that these estimates may be significantly revised as the site investigation and other research and analysis proceeds.
 
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS; PURCHASES OF EQUITY SECURITIES
 
Not applicable

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 - OTHER MATTERS

None

ITEM 6 - EXHIBITS
 
(a) Exhibits
 
 
8

 

 
Exhibit No.
   
Description                        
 
           
 
31.1
   
Certification of CEO
 
 
31.2
   
Certification of CFO
 
 
32.1
   
Certification of CEO
 
 
32.2
   
Certification of CFO
 
 
 
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
 
   
MOLLER INTERNATIONAL, INC.
 
         
February 23, 2009
   
/s/ Paul S. Moller 
 
Date
   
Paul S. Moller, Ph.D. 
 
     
President, CEO, Chairman of the Board
 
 
 
 
9
EX-31.1 2 a5901414_ex311.htm EXHIBIT 31.1 a5901414_ex311.htm
[ EXHIBIT 31.1 ]
CERTIFICATION OF CEO

PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul S. Moller, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Moller International, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. 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-14 and 15d-14) for the registrant and we have:

a.    designed such disclosure controls and procedures 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 quarterly report is being prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  February 23, 2009

/s/ Paul S. Moller
---------------------------
Chief Executive Officer

10
EX-31.2 3 a5901414_ex312.htm EXHIBIT 31.2 a5901414_ex312.htm
[ EXHIBIT 31.2 ]
CERTIFICATION OF CFO

PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul S. Moller, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Moller International, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. 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-14 and 15d-14) for the registrant and we have:

a.    designed such disclosure controls and procedures 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 quarterly report is being prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  February 23, 2009

/s/ Paul S. Moller
---------------------------
Acting Chief Financial Officer
 
 
11
EX-32.1 4 a5901414_ex321.htm EXHIBIT 32.1 a5901414_ex321.htm
[ EXHIBIT 32.1 ]
CERTIFICATION OF CEO

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Moller International (the "Company") on Form 10-Q for the six-months ended December 31, 2008 as filed with the Securities and Exchange commission on the date hereof (the "Report), Paul S. Moller, as Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the Best of his knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 23, 2009


Signed:

/s/ Paul S. Moller
---------------------------
Chief Executive Officer
 
 
 
12
EX-32.2 5 a5901414_ex322.htm EXHIBIT 32.2 a5901414_ex322.htm
[ EXHIBIT 32.2 ]
CERTIFICATION OF CFO

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Moller International (the "Company") on Form 10-Q for the six-months ended December 31, 2008 as filed with the Securities and Exchange commission on the date hereof (the "Report), Paul S. Moller, as Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the Best of his knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 23, 2009


Signed:

/s/ Paul S. Moller
---------------------------
Acting Chief Financial Officer
 
 
13
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