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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 July 31, 2023

 

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 September 1, 2023, was 163,964,579. 

 

 

 

   

 

 

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 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 13
ITEM 4. CONTROLS AND PROCEDURES. 14
   
PART II – OTHER INFORMATION. 14
   
ITEM 1. LEGAL PROCEEDINGS. 14
ITEM 1A. RISK FACTORS. 15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 15
ITEM 4. MINE SAFETY DISCLOSURES. 15
ITEM 5. OTHER INFORMATION. 15
ITEM 6. EXHIBITS. 15

 

 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)

 

   July 31, 2023   April 30, 2023 
         
ASSETS          
Current assets:          
Cash  $112   $1,829 
Deposits and other current assets   1,000    1,000 
Total current assets   1,112    2,829 
           
Total assets  $1,112   $2,829 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable and accrued liabilities  $120,387   $117,315 
Deferred revenue   27,100    27,100 
Advances - related party   -    2,294 
Due to officer   31,500    126,000 
Derivative Liability   198,349    - 
Convertible debt, related party, net of discount   20,367    - 
Total current liabilities   397,703    272,709 
Total liabilities   397,703    272,709 
           
STOCKHOLDERS’ DEFICIT          
Common stock, no par value, 167,500,000 shares authorized, 161,464,579 and 152,289,579 shares issued and outstanding, respectively   8,686,363    8,622,863 
Additional paid in capital   1,569    1,569 
Accumulated deficit   (9,084,523)   (8,894,312)
Total stockholders’ deficit   (396,591)   (269,880)
Total liabilities and stockholders’ deficit  $1,112   $2,829 

 

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

 

 4 

 

 

Mass Megawatts Wind Power, Inc.

Statements of Operations

For the three months ended July 31, 2023 and 2022

(Unaudited)

 

   July 31, 2023   July 31, 2022 
         
Operating expenses:          
General and administrative  $97,485   $91,842 
Total operating expenses   (97,485)   (91,842)
           
Other expenses:          
Interest expense   (20,377)   - 
Loss on change in derivative liability   (72,349)   - 
Total other expenses   (92,726)   - 
           
Net loss  $(190,211)  $(91,842)
           
Loss per share - basic  $(0.00)  $(0.00)
Loss per share - diluted  $(0.00)  $(0.00)
           
Weighted average shares outstanding - basic   155,812,949    137,764,579 
Weighted average shares outstanding - diluted   155,812,949    137,654,579 

 

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 three months ended July 31, 2023 and 2022

(Unaudited)

 

   Shares   Amount   capital   Deficit   Total 
   Common Stock  

Additional

paid-in

   Accumulated     
   Shares   Amount   capital   Deficit   Total 
                     
Balance, April 30, 2023   152,289,579   $8,622,863   $1,569   $(8,894,312)  $(269,880)
Common shares for cash   9,175,000    63,500    -    -    63,500 
Net loss   -    -    -    (190,211)   (190,211)
Balance, July 31, 2023   161,464,579   $8,686,363   $1,569   $(9,084,523)  $(396,591)
                          
                          
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)

 

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

 

 6 

 

 

Mass Megawatts Wind Power, Inc.

Statements of Cash Flows

For the three months ended July 31, 2023 and 2022

(Unaudited)

 

   July 31, 2023   July 31, 2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(190,211)  $(91,842)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of debt discount   20,367    - 
Loss on change in derivative liability   72,349    - 
Changes in operating assets and liabilities:          
Accounts payable and accrued liabilities   3,072    11,317 
Due to officer   31,500    - 
           
CASH FLOWS USED IN OPERATING ACTIVITIES   (62,923)   (80,525)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment of advances - related party   (2,294)   - 
Proceeds from sale of common shares   63,500    - 
           
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   61,206    - 
           
NET CHANGE IN CASH   (1,717)   (80,525)
Cash, beginning of period   1,829    107,864 
Cash, end of period  $112   $27,339 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash paid on interest expenses  $-   $- 
Cash paid for income taxes  $-   $- 
           
NON-CASH TRANSACTIONS          
Convertible note issued for accrued compensation  $126,000   $- 

 

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 2023 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 2023, 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.

 

 8 

 

 

Advertising and Marketing Costs

 

We expense advertising and marketing costs as incurred. Advertising and marketing costs were $7,206 and $28,171 for the three months ended July 31, 2023 and 2022, respectively.

 

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 July 31, 2023, 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 three months ended July 31, 2023, the Company paid the President $13,616 and accrued $31,500 for services. During the three months ended July 31, 2022, the Company paid the President $20,000 for services.

 

On June 2, 2023, the Company issued a convertible note to the President in the principal amount of $126,000 for services rendered during the fiscal year ended April 30, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0063. Due to the possibility of insufficient shares available at conversion to settle the convertible note, the convertible note was treated as a derivative. The day one derivative liability was $149,201, of which $23,201 was recorded as a day one loss on the derivative liability and an additional $126,000 was recorded as a discount on the convertible note payable. The debt discount will be amortized over one year. As of July 31, 2023, the convertible balance, net of unamortized discount of $105,633, was $20,367.

 

As of July 31, 2023, the total derivative liability on the above note was adjusted to a fair value of $198,349. During the three months ended July 31, 2023. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following range of assumptions during the period: fair value of stock $0.0105 - $0.0134, volatility of 164.29% - 170.66%, expected term of 1 year, risk-free rate of 5.22% - 5.37% and a dividend yield of 0%.

 

Note 5. Fair Value of Financial Instruments

 

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

 

 9 

 

 

Fair Value Measurements

 

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

 

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of July 31, 2023 and April 30, 2023:

 

   Level 1   Level 2   Level 3   Fair value at
July 31, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $198,349   $198,349 

 

    Level 1    Level 2    Level 3    Fair value at
April 30, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $–   $– 

 

There were no transfers between Level 1, 2 or 3 during the period.

 

The table below presents the change in the fair value of the derivative liability during the three months ended July 31, 2023:

 

Fair value as of April 30, 2023  $– 
Fair value on the date of issuance recorded as a debt discount   126,000 
Loss on change in fair value of derivatives   72,349 
Fair value as of July 31, 2023  $198,349 

 

Note 5. Equity

 

On July 6, 2023, the Company filed articles of amendment to increase its authorized common shares to 167,500,000 with no par value.

 

During the three months ended July 31, 2023, the Company sold 9,175,000 shares of common stock and received proceeds of $63,500.

 

Note 6. Subsequent Events

 

On August 3, 2023, the Company sold 2,500,000 shares of common stock and received proceeds of $20,000.

 

On August 10, 2023, the Company issued a convertible note to the President in the principal amount of $31,500 for services rendered during the fiscal quarter ended July 31, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0072.

 

 10 

 

 

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, 2023, 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.

 

 11 

 

 

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 months ended July 31, 2023 and 2022.
     
  ● 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 $394,066 as of July 31, 2023. With our current cash on hand and based on our current average monthly expenses, we 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. 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.

 

Results of Operations

 

For the Three Months Ended July 31, 2023 Compared to the Three Months Ended July 31, 2022

 

We had operating expenses consisting solely of general and administrative expenses of $97,485 for the three months ended July 31, 2023, compared to operating expenses consisting solely of general and administrative expenses of $91,842 for the three months ended July 31, 2022.

 

We had net loss of $190,211 for the three months ended July 31, 2023, compared to a net loss of $91,842 for the three months ended July 31, 2022, an increase in net loss of $98,369 or 107%, due primarily to the recognition of loss on change on derivative liability of $72,349 and amortization of debt discount of $20,367.

 

 12 

 

 

Liquidity and Capital Resources

 

We had total assets of $1,112 as of July 31, 2023, consisting of total current assets of $1,112, which included cash of $112, deposit of $1,000.

 

We had total liabilities of $397,703 as of July 31, 2023, which included current liabilities of $397,703, including accounts payable and accrued liabilities of $120,387, deferred revenue of $27,100, due to officer party of $31,500, derivative liability of $198,349 and convertible debt, related party, net of $20,367.

 

We had a working capital deficit of $396,591 as of July 31, 2023, compared to a working capital deficit of $269,880 as of July 31, 2023.

 

We had $62,923 of net cash used in operating activities for the three months ended July 31, 2023, as compared to $80,525 of net cash provided by operating activities for the three months ended July 31, 2022.

 

We had $61,206 of cash provided by financing activities for the three months ended July 31, 2023, as compared to $0 of cash provided by financing activities for the three months ended July 31, 2022, 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 April 30, 2023 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s financial statements.

 

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).

 

 13 

 

 

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 July 31, 2023. 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 July 31, 2023.

 

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 July 31, 2023 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.

 

 14 

 

 

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 2023 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

 

On May 5, 2023, the Company sold 600,000 shares of common stock and received proceeds of $3,000.

 

On June 6, 2023, the Company sold 400,000 shares of common stock and received proceeds of $2,000.

 

On June 21, 2023, the Company sold 1,000,000 shares of common stock and received proceeds of $5,000.

 

On June 26, 2023, the Company sold 5,000,000 shares of common stock and received proceeds of $40,000.

 

On June 29, 2023, the Company sold 250,000 shares of common stock and received proceeds of $2,000.

 

On July 13, 2023, the Company sold 625,000 shares of common stock and received proceeds of $5,000.

 

On July 18, 2023, the Company sold 700,000 shares of common stock and received proceeds of $3,500.

 

On July 20, 2023, the Company sold 600,000 shares of common stock and received proceeds of $3,000.

 

On August 3, 2023, the Company sold 2,500,000 shares of common stock and received proceeds of $20,000.

 

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.

 

 15 

 

 

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: September 8, 2023 By: /s/ Jonathan C. Ricker
    Jonathan C. Ricker
    Chief Executive Officer and President
    (Principal Executive Officer and Principal Financial/Accounting Officer)

 

 16 

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Jonathan C. Ricker, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Mass Megawatts Wind Power, Inc.;
   
2. 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;
   
3. 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;
   
4. I am 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:

 

  (a) 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 is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) 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;
     
  (c) 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
     
  (d) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. 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):

 

  (a) 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
     
  (b) 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.

 

Date: September 8, 2023 By: /s/ Jonathan C. Ricker
    Jonathan C. Ricker
    Chief Executive Officer and President
    (Principal Executive Officer and
Principal Financial/Accounting Officer)

 

   

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Mass Megawatts Wind Power, Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jonathan C. Ricker, Principal Executive and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) 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 at the dates and for the periods indicated.

 

Date: September 8, 2023 By: /s/ Jonathan C. Ricker
    Jonathan C. Ricker
    Chief Executive Officer and President
    (Principal Executive Officer and
Principal Financial/Accounting Officer)

 

   

 

v3.23.2
Cover - shares
 3 Months Ended
Jul. 31, 2023
Sep. 01, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jul. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --04-30  
Entity File Number 000-32465  
Entity Registrant Name Mass Megawatts Wind Power, Inc.  
Entity Central Index Key 0001117228  
Entity Tax Identification Number 04-3402789  
Entity Incorporation, State or Country Code MA  
Entity Address, Address Line One 100 Boston Turnpike  
Entity Address, Address Line Two Ste J9B#290  
Entity Address, City or Town Shrewsbury  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 01545  
City Area Code 508  
Local Phone Number 942-3531  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   163,964,579
v3.23.2
Balance Sheets (Unaudited) - USD ($)
Jul. 31, 2023
Apr. 30, 2023
Current assets:    
Cash $ 112 $ 1,829
Deposits and other current assets 1,000 1,000
Total current assets 1,112 2,829
Total assets 1,112 2,829
Current liabilities:    
Accounts payable and accrued liabilities 120,387 117,315
Deferred revenue 27,100 27,100
Derivative Liability 198,349
Convertible debt, related party, net of discount 20,367
Total current liabilities 397,703 272,709
Total liabilities 397,703 272,709
STOCKHOLDERS’ DEFICIT    
Common stock, no par value, 167,500,000 shares authorized, 161,464,579 and 152,289,579 shares issued and outstanding, respectively 8,686,363 8,622,863
Additional paid in capital 1,569 1,569
Accumulated deficit (9,084,523) (8,894,312)
Total stockholders’ deficit (396,591) (269,880)
Total liabilities and stockholders’ deficit 1,112 2,829
Related Party [Member]    
Current liabilities:    
Advances 2,294
President [Member]    
Current liabilities:    
Advances $ 31,500 $ 126,000
v3.23.2
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jul. 31, 2023
Apr. 30, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0 $ 0
Common stock, shares authorized 167,500,000 167,500,000
Common stock, shares outstanding 161,464,579 152,289,579
Common stock, shares issued 161,464,579 152,289,579
v3.23.2
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Operating expenses:    
General and administrative $ 97,485 $ 91,842
Total operating expenses (97,485) (91,842)
Other expenses:    
Interest expense (20,377)
Loss on change in derivative liability (72,349)
Total other expenses (92,726)
Net loss $ (190,211) $ (91,842)
Loss per share - basic $ (0.00) $ (0.00)
Loss per share - diluted $ (0.00) $ (0.00)
Weighted average shares outstanding - basic 155,812,949 137,764,579
Weighted average shares outstanding - diluted 155,812,949 137,654,579
v3.23.2
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Apr. 30, 2022 $ 8,527,825 $ 1,569 $ (8,547,138) $ (17,744)
Balance, shares at Apr. 30, 2022 137,764,579      
Net loss (91,842) (91,842)
Balance at Jul. 31, 2022 $ 8,527,825 1,569 (8,638,980) (109,586)
Balance, shares at Jul. 31, 2022 137,764,579      
Balance at Apr. 30, 2023 $ 8,622,863 1,569 (8,894,312) (269,880)
Balance, shares at Apr. 30, 2023 152,289,579      
Common shares for cash $ 63,500 63,500
Common shares for cash, shares 9,175,000      
Net loss (190,211) (190,211)
Balance at Jul. 31, 2023 $ 8,686,363 $ 1,569 $ (9,084,523) $ (396,591)
Balance, shares at Jul. 31, 2023 161,464,579      
v3.23.2
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (190,211) $ (91,842)
Adjustments to reconcile net loss to net cash used in operating activities:    
Amortization of debt discount 20,367
Loss on change in derivative liability 72,349
Changes in operating assets and liabilities:    
Accounts payable and accrued liabilities 3,072 11,317
Due to officer 31,500
CASH FLOWS USED IN OPERATING ACTIVITIES (62,923) (80,525)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment of advances - related party (2,294)
Proceeds from sale of common shares 63,500
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 61,206
NET CHANGE IN CASH (1,717) (80,525)
Cash, beginning of period 1,829 107,864
Cash, end of period 112 27,339
SUPPLEMENTAL CASH FLOW INFORMATION    
Cash paid on interest expenses
Cash paid for income taxes
NON-CASH TRANSACTIONS    
Convertible note issued for accrued compensation $ 126,000
v3.23.2
Nature of Business
 3 Months Ended
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business

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.

 
v3.23.2
Summary of Significant Accounting Policies
 3 Months Ended
Jul. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

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 2023 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 2023, 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 $7,206 and $28,171 for the three months ended July 31, 2023 and 2022, respectively.

 

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.

 
v3.23.2
Going Concern
 3 Months Ended
Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

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 July 31, 2023, 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.

 
v3.23.2
Related Party Transactions
 3 Months Ended
Jul. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4. Related Party Transactions

 

During the three months ended July 31, 2023, the Company paid the President $13,616 and accrued $31,500 for services. During the three months ended July 31, 2022, the Company paid the President $20,000 for services.

 

On June 2, 2023, the Company issued a convertible note to the President in the principal amount of $126,000 for services rendered during the fiscal year ended April 30, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0063. Due to the possibility of insufficient shares available at conversion to settle the convertible note, the convertible note was treated as a derivative. The day one derivative liability was $149,201, of which $23,201 was recorded as a day one loss on the derivative liability and an additional $126,000 was recorded as a discount on the convertible note payable. The debt discount will be amortized over one year. As of July 31, 2023, the convertible balance, net of unamortized discount of $105,633, was $20,367.

 

As of July 31, 2023, the total derivative liability on the above note was adjusted to a fair value of $198,349. During the three months ended July 31, 2023. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following range of assumptions during the period: fair value of stock $0.0105 - $0.0134, volatility of 164.29% - 170.66%, expected term of 1 year, risk-free rate of 5.22% - 5.37% and a dividend yield of 0%.

 
v3.23.2
Fair Value of Financial Instruments
 3 Months Ended
Jul. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

Note 5. Fair Value of Financial Instruments

 

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

 

 

Fair Value Measurements

 

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

 

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of July 31, 2023 and April 30, 2023:

 

   Level 1   Level 2   Level 3   Fair value at
July 31, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $198,349   $198,349 

 

    Level 1    Level 2    Level 3    Fair value at
April 30, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $–   $– 

 

There were no transfers between Level 1, 2 or 3 during the period.

 

The table below presents the change in the fair value of the derivative liability during the three months ended July 31, 2023:

 

Fair value as of April 30, 2023  $– 
Fair value on the date of issuance recorded as a debt discount   126,000 
Loss on change in fair value of derivatives   72,349 
Fair value as of July 31, 2023  $198,349 

 
v3.23.2
Equity
 3 Months Ended
Jul. 31, 2023
Equity [Abstract]  
Equity

Note 5. Equity

 

On July 6, 2023, the Company filed articles of amendment to increase its authorized common shares to 167,500,000 with no par value.

 

During the three months ended July 31, 2023, the Company sold 9,175,000 shares of common stock and received proceeds of $63,500.

 
v3.23.2
Subsequent Events
 3 Months Ended
Jul. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 6. Subsequent Events

 

On August 3, 2023, the Company sold 2,500,000 shares of common stock and received proceeds of $20,000.

 

On August 10, 2023, the Company issued a convertible note to the President in the principal amount of $31,500 for services rendered during the fiscal quarter ended July 31, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0072.
v3.23.2
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Jul. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

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 2023 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 2023, have been omitted.

 
Use of Estimates

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

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

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

Advertising and Marketing Costs

 

We expense advertising and marketing costs as incurred. Advertising and marketing costs were $7,206 and $28,171 for the three months ended July 31, 2023 and 2022, respectively.

 
Recent Accounting Pronouncements

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.
v3.23.2
Fair Value of Financial Instruments (Tables)
 3 Months Ended
Jul. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measurements

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of July 31, 2023 and April 30, 2023:

 

   Level 1   Level 2   Level 3   Fair value at
July 31, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $198,349   $198,349 

 

    Level 1    Level 2    Level 3    Fair value at
April 30, 2023		 
Liabilities:                    
Derivative liability  $–   $–   $–   $– 
Schedule of Fair Value of Derivative Liability

The table below presents the change in the fair value of the derivative liability during the three months ended July 31, 2023:

 

Fair value as of April 30, 2023  $– 
Fair value on the date of issuance recorded as a debt discount   126,000 
Loss on change in fair value of derivatives   72,349 
Fair value as of July 31, 2023  $198,349 
v3.23.2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Accounting Policies [Abstract]    
Advertising and marketing costs $ 7,206 $ 28,171
v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
 3 Months Ended
Jun. 02, 2023
Jul. 31, 2023
Jul. 31, 2022
Apr. 30, 2023
Related Party Transaction [Line Items]        
Derivative liability $ 149,201      
Loss on the derivative liability 23,201      
Net of discount   $ 20,367  
Fair value of derivative liability   $ 198,349    
Volatility rate minimum   164.29%    
Volatility rate maximum   170.66%    
Expected life   1 year    
Risk free interest rate minimum   5.22%    
Risk free interest rate maximum   5.37%    
Dividend yield   0.00%    
Minimum [Member]        
Related Party Transaction [Line Items]        
Fair value of stock   $ 0.0105    
Maximum [Member]        
Related Party Transaction [Line Items]        
Fair value of stock   $ 0.0134    
Convertible Debt [Member]        
Related Party Transaction [Line Items]        
Unamortized discount   $ 105,633    
Net of discount   20,367    
Convertible Notes Payable [Member]        
Related Party Transaction [Line Items]        
Discount on convertible note payable 126,000      
President [Member]        
Related Party Transaction [Line Items]        
Advances - related party   31,500    
President [Member]        
Related Party Transaction [Line Items]        
Related party transaction amount   13,616 $ 20,000  
Advances - related party   $ 31,500   $ 126,000
President [Member] | Convertible Debt [Member]        
Related Party Transaction [Line Items]        
Principal amount $ 126,000      
Amount of conversion $ 0.0063      
v3.23.2
Schedule of Fair Value Measurements (Details) - USD ($)
Jul. 31, 2023
Apr. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 198,349
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 198,349
v3.23.2
Schedule of Fair Value of Derivative Liability (Details)
 3 Months Ended
Jul. 31, 2023
USD ($)
Fair Value Disclosures [Abstract]  
Fair value as of April 30, 2023
Fair value on the date of issuance recorded as a debt discount 126,000
Loss on change in fair value of derivatives 72,349
Fair value as of July 31, 2023 $ 198,349
v3.23.2
Equity (Details Narrative) - USD ($)
 3 Months Ended
Jul. 31, 2023
Jul. 31, 2022
Jul. 06, 2023
Apr. 30, 2023
Equity [Abstract]        
Common stock, shares authorized 167,500,000   167,500,000 167,500,000
Common stock, par value $ 0   $ 0 $ 0
Number of shares of common stock sold 9,175,000      
Proceed from issuance of common stock $ 63,500    
v3.23.2
Subsequent Events (Details Narrative) - USD ($)
 3 Months Ended
Aug. 03, 2023
Jul. 31, 2023
Jul. 31, 2022
Aug. 10, 2023
Jun. 02, 2023
Subsequent Event [Line Items]          
Number of shares of common stock sold   9,175,000      
Proceed from issuance of common stock   $ 63,500    
President [Member] | Convertible Debt [Member]          
Subsequent Event [Line Items]          
Principal amount         $ 126,000
Amount of conversion         $ 0.0063
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Number of shares of common stock sold 2,500,000        
Proceed from issuance of common stock $ 20,000        
Subsequent Event [Member] | President [Member] | Convertible Debt [Member]          
Subsequent Event [Line Items]          
Principal amount       $ 31,500  
Amount of conversion       $ 0.0072  
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