ITEM1.BUSINESS
Summary
of the 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.
Advantages
to owning a solar tracking system (STS)
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Increases
solar energy production by 25+% over traditional solar power systems |
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Provides
an affordable, solar-power solution for business use |
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Reduces
(or eliminates) the need to purchase higher priced electricity from the local utility |
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Lowers
your monthly electric bill with Net Metering. |
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Provides
a payback occurring within a few years |
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Available
federal, state, and local incentives can reduce your costs dramatically |
Solar
Tracker Business Background
Over
the past 15 years, Mass Megawatts has continually strived to innovate and improve alternative energy systems and technologies. This includes
new innovations that significantly improve the efficiency of solar power systems. Our latest innovation, the Mass Megawatts Solar Tracking
System (STS), is designed to increase solar energy production by 30%.
The
patented, STS technology is designed to automatically adjust the position of solar panels to receive an 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 system while improving energy production levels.
The
STS utilizes an innovative structural design that combines a simple, yet robust, A-frame design with a low-cost, protective outer-wall.
Using a non-electrical, and passive, tracking technology, the solar panels are automatically repositioned throughout the day as the sun’s
position travels from east to west. With ground fittings secured at multiple points, the system is designed to handle extreme weather
and winds up to 120 mph.
The
tracking technology allows the panels to receive more direct sunlight and to generate more solar power for the customer. With this system,
solar power production is increased by up to 30% as compared to stationary configurations. Future versions of the STS will also offer
a dual-tracking capability, which can further improve solar power generation levels by an additional 10%.
The
STS allows Mass Megawatts to lower material costs and reduce the number of solar panels needed to generate the rated capacity. Due to
this advantage, Mass Megawatts can deliver more solar power production at a price similar to lower-capacity, stationary systems. Specifically,
we plan to offer 6.25 kW rated STS units at a price that’s competitive to stationary, 5 kW systems. In many locations, this improved
output translates into a 40% rate of return for the customer with investment payback occurring in the 3rd year. Further, by taking advantage
of a lease program or power purchase agreement (PPA) arrangement with the company, a customer may realize an immediate, positive cash
flow, as immediate energy savings and/or revenues will be realized and/or exceed the monthly payments due.
Starting
at 6.25 kW rated units, a Mass Megawatts STS system is appropriate for ground-level, residential and business sites, as well as, commercial,
roof-top installations, and has a rated life expectancy of 20 years. Installation can be completed in a few business days, and there
is no annual, routine maintenance to perform. Mass Megawatts coordinates all aspects of system delivery, including permitting, installation,
and working to obtain any available tax incentives. They monitor the performance of each system, and provide a full, performance guarantee.
Solar
Tracker Technical Details
The
STS utilizes a revolutionary, patent-pending framework that significantly reduces the torque required to adjust the position of solar
panels throughout the day. Unlike other tracking technologies that apply a vertical, up-and-down motion, the STS rotates the solar panels
into position using a horizontal motion. The amount of torque needed to accomplish this movement is minimal, and can be accomplished
with a simpler, lower-cost design.
The
STS framework also allows multiple solar units to share the same tracking mechanism. Instead of applying a separate tracker to each independent
solar unit, many solar-power units can be ‘daisy-chained’ together to share the same tracking mechanism with the same actuator.
This dramatically reduces the cost to implement a solar tracking solution at larger capacity installations, with costs projected to drop
from 30% to 5%. A substantial savings that significantly improves ROI and shortens the payback-period. With the Mass Megawatts STS, you
get a 28% increase in solar-power generation with a minimal increase in capital expenditures.
SOLAR
TRACKER TECHNICAL DESCRIPTION
The
tracker uses a cable and sheave system to move a platform of solar panels to follow the sun throughout the day in order for the panels
to directly face the sun for maximum output. It comprises a motor that would act similar to moving the tracker with moving rope or belt
in order to correctly position the solar tracker to face the sun. Walls on both sides of the platform are part of the means to reduce
static loading in high wind events. A spring loaded universal joint means can be connected between the wall and motor and belt system.
The sheave is braked or stopped moving when the pulled cable holds the sheave against the wall during high wind. The purpose of the side
braking means using a spring to allow the platform to hit the wall and shut off power and at the same time hold or break the wire in
order to reduce dramatically or even eliminate static loading on the platform. The gear belt connected to the sheave would not move and
therefore avoid excessive static loading from the high wind on the actuator. The low amount of both dynamic loading and static loading
from this pivot, cable and wire solar tracker system would reduce the need for additional or more powerful actuators in a major way and
at the same time avoid the damage from the wind, weather elements, and actuator side movement damage which is eliminated with this invention.
The
movement of the belt and actuator area and movement description with the arrows are illustrated with the actuator related components
moving sideways in high wind in order stop the electric movement by hitting a stop switch, halting the sheave movement and stopping wire
movement of the platform.
The
circumference is equal the total distance of travel for the belt from sunrise to sunset position. A reduction of static loading would
allow for less powerful and less actuators and therefore reducing the cost of the solar tracker. A dual direction damper shock absorber
is connected in a manner that eliminates or virtually eliminates static loads imposed upon the shock absorber damper and other components
of the pulley and belt system. The solar tracker also eliminates or substantially eliminates dynamic loads of the components. The solar
panel in full position of sunrise or sunset or a heavy wind condition whereas the panel is leaning on the bumper to avoid further movement.
The solar panel is leaning on the bumper in sunrise position or a time of a heavy wind.
SOLAR
TRACKER COMPETITIVE ADVANTAGE
The
Mass Megawatts ‘Solar Tracking System’ (STS) Advantage
Based
in Central Massachusetts, Mass Megawatts Wind Power, Inc. (OTC: MMMW) is taking part of the $12 billion, US solar power market with the
development of a new solar tracking technology that significantly increases the level of energy produced by solar power systems. This
innovative design, combined with substantial government incentives, has created an unprecedented opportunity for residential and commercial
electric users.
The
patent pending, Mass Megawatts ‘Solar Tracking System’ (STS) is a complete solar power system that’s 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 system while improving
solar energy production levels for the customer by 28 to 32%. Recent modifications on racking and panels can boost output about 60 percent.
In
addition, substantial federal, state, and local incentives can significantly reduce the total cost of a solar power investment. With
these favorable government incentives, a large percentage of capital costs can be recouped in the first year of service, while providing
for additional, ongoing revenues. This provides an excellent return on investment with payback projected to occur in the third year for
most customers.
A
Mass Megawatts STS system is appropriate for home and small business locations and can be scaled to meet capacity requirements at commercial
installations. Mass Megawatts coordinates all aspects of system delivery, including permitting, installation, and working to obtain any
available tax incentives. They monitor the performance of each system, and provide a full, performance guarantee.
Impact
of Government Incentives on the Total Cost of an STS
The
value of Federal, state, and local incentives for solar power customers cannot be understated…
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Substantially
reduces the total cost of a solar power system. |
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Improves
the return on investment (ROI) and shortens the payback-period. |
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Aids
in securing third party financing for a solar power system. |
With
favorable rebates and tax incentives, a large percentage of capital costs can be recouped in the first year of service, while providing
for substantial, ongoing revenues.
The
Power of Solar Renewable Energy Certificates (SRECs)
In
several states, solar power owners can generate income from the sale of Solar Renewable Energy Certificates (SRECs), which are the positive
environmental attribute of the clean energy produced by a solar system. These are tradable certificates based on the production of the
system. Participating states will qualify eligible solar projects, allowing the owner to sell their generated SRECs in the market to
electricity suppliers (usually utilities).
One
SREC is typically created for every 1000 kWh (or 1 megawatt hour) of electricity created. The historical value of SRECs have shown a
wide range across states, with Massachusetts rates, for example, recently fluctuating from over $500, down to the solar clearing-house
price of $285 per SREC.
It’s
important to note that the SREC value is separate, and in addition to, the value of the electricity produced. So, you receive value for
the electricity you generate and also for the SRECs you accumulate and sell. It’s a terrific, additional income stream for solar-power
customers.
Energy
Savings with Net Metering
While
it’s well known that solar power/photovoltaic (PV) owners can use the electricity produced by their system to directly offset their
electricity usage from the utility/grid, additional cost benefits can also be realized through Net Metering.
Net
metering is a state regulation that allows customers generating their own electricity to be credited at nearly the retail rate for the
energy they generate but do not use. A customer’s electric meter will run backward whenever the site is producing more solar power
than is being consumed, and their utility account gets net metering credits for net excess generation.
Most
states have net metering programs, and a 2005 Federal law requires all public utilities to offer net metering upon request. If your solar
power system was designed appropriately, your entire electric bill for the year should be minimized. The net metering programs offered
by utilities can vary, including limits on capacity and different policies regarding how surplus energy is credited.
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Flexible
Purchase Plans, including direct purchases, lease programs, and power purchase agreements (PPA) are offered. |
Several
purchasing options are available for an STS, including direct purchase, lease programs, and power purchase agreements (PPA). These plans
offer flexibility and control over the initial deposit and out-of-pocket costs to give most home and business owners the financial means
to take advantage of an STS. In some cases, the projected electricity cost savings, sales revenue, and/or incentives will exceed the
payments due, so you can be in a positive, cash flow situation in the first year.
With
a PPA, Mass Megawatts would own the STS system on your site. We would install and maintain it, no cost to you, and you would pay us for
the electricity generated (at a rate that’s below your current energy costs). In that manner, you have no up-front costs, yet still
receive savings from the clean, solar power the system is generating. Other, modified PPA plans can also be setup to allow the customer
to provide an initial, up-front payment, which would secure a lower rate on the electricity they receive in the future.
Similarly,
with a lease program, you would avoid any large deposits or up-front payments. Mass Megawatts would install and maintain the system,
for free, at your site. The main difference between a PPA and lease plan is that with a PPA, you are paying for the actual amount of
energy generated by the STS (i.e. number of kilowatt-hours / month) verses a lease arrangement, which requires a fixed monthly payment
regardless of the level of energy produced.
Both
programs provide a great way to avoid a large, up-front investment, while still allowing consumers to realize immediate energy savings
when an STS is installed. With energy costs projected to increase going forward, the savings and investment return for a customer will
continue to grow throughout the expected lifetime of the unit (30+ years). Both programs also provide an option to purchase the STS outright
after a specified amount of time.
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Favorable
financing options with third-party lenders. |
Securing
third-party financing for a Mass Megawatts Solar Tracking System (STS) is aided by the guaranteed receipt of future government incentives.
This includes the 30% Federal tax credit, along with, state rebates and local incentives, which are received starting in the first year
of service. These guaranteed, no risk, receipts are recognized and valued by third-party lenders, and help to secure financing.
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Full
warranty, repair service, and performance guarantee provided for the first 10 years. |
The
STS comes with a full warranty protecting against defective equipment and workmanship during the first 10 years. Mass Megawatts also
provides any needed repairs during this time. While no routine, annual maintenance is required, the expected life of the inverter is
10 years. Any needed repairs will be completed by Mass Megawatts over the first 10 years.
The
operational performance of the STS is also guaranteed during the first 10 years. If the system does not generate the expected, and documented,
level of energy, the customer will be credited for the difference in lost revenue. Mass Megawatts is committed to delivering a high quality
product with exceptional service to each customer.
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STS
Delivery and Performance |
During
construction and installation |
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A
performance bond is secured by Mass Megawatts to guarantee satisfactory delivery and completion of the project. This insures the
value of the STS, for the customer, during the construction and installation period. If, for any reason, the project is not completed
successfully, the investor will receive full compensation from the bond issuer. |
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After
installation – Performance Guarantee |
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Once
installed, the operational performance of the system is monitored and guaranteed for 10 years. If the unit doesn’t generate
the projected level of output (energy), the customer will receive a credit to compensate for any loss in revenue due to substandard
operational performance. |
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Maintenance |
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Any
needed repairs will be performed by Mass Megawatts during the first 10 years of operation. |
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Mass
Megawatts provides continued support to the customer throughout the entire sales and installation process. |
Mass
Megawatts utilizes their industry knowledge and in-house resources to provide continued support to the customer throughout the sales,
design, installation, and operational lifetime of the STS. From the initial site evaluation, through the sales proposal with full disclosure
of costs, incentives, and projected ROR, to the complete installation and support of the STS, Mass Megawatts will be there to oversee
the process to ensure a successful implementation. Mass Megawatts will use their industry knowledge and in-house resources to provide
the following.
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Perform
a site evaluation to confirm the optimal STS design. |
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Research
and verify eligibility for all tax incentives, grants, and explore financing options. |
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Provide
a written sales proposal with full disclosure of all costs and incentives, as well as, the projected rate of return and payback-period
for the STS investment. |
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Work
through the process to formally apply for these tax incentives, and grants. |
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Handle
the complete installation of the STS. |
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Monitor
system performance and provide any needed servicing. |
Projected
Timeline
The
length of time to complete the process of evaluating, purchasing, and installing an STS system can vary and depends on a number of factors.
However, most customers can expect to have their Solar Tracking System installed and operational within a 2 to 6 week period.
Mass
Megawatts SUMMARY of Secondary Business (Wind Power)
Mass
Megawatts has continued development efforts in wind power technology to bring a product to the renewable energy marketplace capable of
producing electricity at a cost 30% lower than other wind power equipment. Designed on a paradigm that ‘lower height, lower wind
speeds and lower costs equal higher profits’, this technology puts MAT electricity generation on a competitive footing with fossil
fuels, such as coal and natural gas.
A
‘Smart Grid’ Energy Solution: MAT technology fits perfectly into the localized ‘distributed energy models’ that
have been adopted by Federal and State agencies to promote energy independence and the re-design of our power transmission and distribution
network into a national ‘Smart Grid’.
Energy
planners nationwide have been seeking an adaptable, scalable ‘wind power solution’ that will be welcomed by local communities.
Mass Megawatts MAT technology meets this challenge on every level. Adaptable to both high and lower wind resource regions and economically
scalable to meet electric supply requirements from small users to large utilities, the MAT technology is the first wind power technology
that allows purchasers to size their electric generation facility to fit their usage needs.
Traditionally,
wind power adopters have found themselves in the position of having to purchase systems that either provided more generation capacity
then they needed, or, conversely, walk away ‘shorthanded.’ The MAT’s modular technology basis puts the ‘sizing’
decision making on the customer’s side of the table, not the vendor’s. Uncounted numbers of municipal, agricultural and business
wind power projects have been abandoned on the basis of the purchaser’s not being able to acquire equipment that could be sized
to their needs and budget.
Low
Height = Community Acceptability: Mass Megawatts is recognized as the vendor of choice for utilities, communities, businesses and other
wind power generation adopters who are seeking a lower cost, community friendly, renewable energy solution. MAT technology is readily
accepted by local communities, where resistance to ‘tall tower’ wind farms is legendary. Ranging between 50 feet to a maximum
of 80 feet in overall height, MAT units boast extremely productive generation capability in areas with lower wind speeds, where ‘tall
tower’ utility-scaled projects simply are not financially feasible or successful.
Durability
& Low Cost Maintenance: This winning equation is further enhanced by the overall ruggedness and low maintenance requirements of the
MAT units. Our equipment is rated to withstand winds of up to 120 mph, with all mechanical and electrical components located close to
ground level. Projected maintenance costs are 50% less than the wind power industry’s average.
Unlimited
Potential: The geographic footprint of lower wind speed regions both suitable and profitable for MAT technology is several times greater
than that of ‘tall tower wind,’ with its requirement for extremely high wind resources.
Wind
Power Business
Mass
Megawatts intends to build and operate wind energy power plants and to sell the generated electricity to the power commodity exchange.
The Company’s MultiAxis Turbosystem (MAT) technology (multiple patents pending) will establish constantly renewable, clean, cost-competitive
wind energy. Based on MAT’s performance, the Company is projected to produce power at a cost of 2.4 per kWh. The Company anticipates
being able to sell electricity at a price of $3.00 per megawatt/hour.
If
Mass Megawatts chooses to work through power brokers, the Company believes it could potentially sell the environmentally correct “green”
power for as much as $6.50 per megawatt/hour.
The
Wind Power Product (Multiaxis Turbosystem)
The
Mass Megawatts leading product is the MultiAxis Turbosystem (“MAT”), proprietary technology licensed from the Company’s
Chief Executive Officer and Chairman, Jonathan C. Ricker.. The license agreement gives Mass Megawatts the territorial right to use the
technology in half of the United States of America. The licensed states are Massachusetts, New York, New Jersey, Pennsylvania, California,
Illinois, Kansas, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. The licensor
is paid two percent of net sales during the life of the patent of each product. The agreement can be terminated by Mass Megawatts, the
licensee, at the end of any annual period by thirty days advance notice to the Licensor.
Wind
turbines take advantage of a free, clean, inexhaustible power source to convert wind energy into electricity. Each MAT consists of a
rectangular fabricated steel frame 80’ high x 80’ long and 40’wide, elevated 50’ above ground level for improved
wind velocity, and secured to footings at ground level. Each frame houses 16 shaft 4-tiered stacks, and onto each stack is mounted 8,
4’ wide x 18’ long blades. Each stack is connected to two generators mounted on the ground level footing. The generators
feed to a power collector panel which, in turn, connects to the power grid. Each MAT unit is rated at 360 kWh.
In
order to generate large amounts of cost-efficient energy, conventional turbines (airplane propeller style) require massive, and expensive,
rotors to turn the huge blades. These blades must be of a diameter sufficient to increase the airflow impacting the blade’s surface
area. As the diameter of the blade increases, so too does the cost of other components. Large blades also create structural stress and
fatigue problems in the gearbox, tower, and in the yawing system which turns the turbine into the optimal wind direction.
The
MAT reduces blade cost by using a geometrically simple, smaller blade which addresses problems associated with vertical axis turbines.
Vertical axis turbines suffer from severe structural stress problems caused by the forces of lift which push the blades back and forth
causing heavy cyclical loads. As vertical turbines rotate, wind contacts them first from the left side, then from the right. This constant
repetitive motion causes fatigue. The popular propeller, or horizontal version, also has horizontal lift stresses, although at a reduced
level since the lift forces are not constantly reversing. MAT’s small blade units eliminate the structural fatigue of longer, heavier
blades. It also enables MAT to more efficiently gather the mechanical power of the wind and transfers it to the generators for the production
of electrical power. This innovation also allows other critical parts of the wind turbine to be repositioned, thus reducing the structural
complexity and cost of construction. For example, the heavy generator and shaft speed increasing device, can now be placed at ground
level rather than mounted atop the tower. In conventional wind turbine design, the shaft speed increasing device is typically a heavy
gearbox which must be sufficiently rugged to withstand the vibrations of the tower caused by the large blades. The combination of vibrations
and yaw (the action of turning the turbine into the wind), causes structural stress.
By
locating the drive train and generator at ground level, components with considerable weight or mass can be used. For example, a direct
drive generator can be used, eliminating the need for a gearbox. This provides the advantages of variable-speed operation which increases
power output at a lower cost. Ground level construction also allows easier access, which reduces maintenance costs.
The
MAT design enables power output to be achieved at a much lower windspeed, providing a more consistent power output to the utility power
grid. This potential for consistent output provides utilities with planning advantages, and fewer power fluctuations allow for better
power quality. Coal, oil and gas generators are always at full capacity when needed. Wind energy, using conventional turbines, cannot
reach full capacity unless weather conditions are favorable.
MAT’s
improved method of delivering electricity will allow wind energy generated power to demand a higher competitive bid price due to the
more consistent supply. Other environmental advantages specific to MAT include its noiseless turbines which will ease site permitting,
and its high visibility to birds which will prevent them from flying into the rotation area.
Technical
Advantages of MAT Technology
Traditionally,
wind turbines were supported by a single tower and in many cases with guy wires leading to a multitude of vibration and frequency related
problems. The blades of vertical axis turbines were large and therefore limited in their design and the material. For example, aluminum
extrusion and fiberglass pultrusion were used in the two most serious commercial applications of vertical axis turbines. Due to the large
size of the fiberglass blades, transporting them required a straight shape. The strength was limited for the purpose of being able to
bend the blades at the place of installation. In other vertical axis wind technology, the aluminum blades could not form a true aerodynamically
optimal shape. The blades had to be made of significant length and the available extrusion equipment for the long length and large profiles
are not available for producing a structural and aerodynamic blade at a cost competitive price. The patents of both serious commercial
prior applications of vertical axis technology are described in “Vertical Axis Wind Turbine” Patent number 4,449,053 and
“Vertical Axis Wind Turbine with Pultruded Blades” in Patent number 5,499,904.
The
MAT overcame the size related disadvantages. One such manufacturing advantage of the MAT includes the cost reduction of using smaller
components instead of larger and fewer components. Other advantages include more solid blades which help to resolve cyclical stress advantages
and inexpensive repair and maintenance with components like the generator, heavy variable speed equipment and gearbox on the ground level
while elevating the rotor high above the ground in order to avoid turbulence. The MAT can provide a longer life for the bearings by reducing
structural and mechanical stress with its vibration reduction innovations and decentralization of mechanical forces. Another advantage
is to provide an improved mean to failure ratio by having many components including 256 blades, 16 shafts, and 16 generators. The MAT
is also easier to construct and uses standard off the shelf items which avoids the need of custom made parts with the exception of the
mass-produced blades. Several suppliers can supply the blades in order to avoid supplier backlog problems. The MAT enhances structural
support by using a tower support system similar to a larger footprint like an oversized lattice tower section. A roof can provide weather
protection and additional structural support. Blades can be placed at different positions or angles along the axis for reducing torque
ripple. With less vibrations and better weather protection, cheaper material can be utilized in the wind system. The MAT can use cheap
wooden and less expensive structural supports that are also easier to construct. An advantage of the roof is to prevent excess wear and
tear without the rain and snow falling onto the turbine system. In one noted benefit, the structure could be like a four legged table
unlike a one tower support system of other wind turbines. This is similar to the concept behind the lighter but stronger Rolm tower.
Therefore, it requires less material for the needed stability. In an additional feature, the MAT could use an off the shelf bushing of
concentric sleeves with rubber, polyurethane or other isolator, absorber and /or damper securely bonded between the structure and the
moving parts. The object of this bushing would be to isolate or dampen the vibrations of the moving blades from the steel structure.
The bushings will be placed between the shaft and bearings. The sleeve structure is designed to take up torsional movements as well as
axial and radial loads. The design of avoiding one central blade area allows this “divide and conquer” approach of isolating
the vibrations in a cost-effective manner. The belt connection with the generator would isolate vibrations in the electrical area. More
importantly, the reduced vibrations and a stronger tower structure should add years to the life of the turbine at a reduced cost.
Renewable
Energy (Solar and Wind) Markets
Wind
and solar energy are the fastest growing sectors of the world electricity market. Mass Megawatts has identified 140,000 megawatts worth
of opportunities to earn more than 20% rate of return on the sale of electricity with investments of wind and solar energy.
A
more profitable secondary market is the emerging green premium and community solar markets, Mass Megawatts could receive a selling price
of $6.00 or greater per kWh for its clean electricity. Recent national surveys show that approximately 40-70% of the population surveyed
indicate a willingness to pay a premium for renewable energy. Although 10% of the respondents say they will participate in such a program,
actual participation is estimated at 1%. Currently, more than a dozen utilities have green marketing programs. Public Service Company
of Colorado, Central and South West Services Corporation of Texas, and Fort Collins Light and Power Company are leading the effort in
wind related green electricity marketing with 10 megawatts of wind power devoted to green marketing efforts using photovoltaics.
Although
the green market is new, utilities are initiating two approaches to take advantage of the growing public preference for renewable energy.
One is offering customers a specific electricity source at a premium. The second approach is giving customers an opportunity to invest
in future renewable energy projects.
ENERGY
MARKET COMPETITIVE COMPARISON.
According
to the Electric Power Research Institute, the past 10 years have seen traditional energy costs increase while solar and wind energy costs
have declined. The advances in technology, larger-scale and more efficient manufacturing processes, and increased experience in wind
turbine operations has contributed substantially to this trend. This cost decline is paralleled with a substantial increase in installed
solar and wind energy capacity. As a result, maintenance costs have fallen significantly. Wind and solar energy sources comprise a small
percent of the current electricity generating industry. In spite of the stronger financial and organizational resources of the larger
conventional gas, oil, and nuclear fuel electric generation companies, the wind and solar industries can substantially increase sales
and growth by achieving just a small increase in market share.
The
current status in solar and wind energy economics compared with alternate energy sources is shown below. Values are based on lifetime
average cost studies including design, construction, and operations.
IMPORTANT
NOTE: Actual cost per fuel source are different depending on geographical location and the cost shown are the average cost in the global
market in year 2021.
Fuel Source | |
Cost/kWh | |
|
Market
Share | |
| |
| |
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| |
Coal | |
| 6.0 | |
|
| 20 | % |
Nuclear | |
| 7.0 | |
|
| 20 | % |
Natural Gas | |
| 3.5 | |
|
| 40 | % |
Petroleum | |
| 5.0 | |
|
| 1 | % |
Hydroelectric | |
| 4.5 | * |
|
| 7 | % |
Wind (pre MAT) | |
| 5.5 | ** |
|
| 8 | % |
Solar | |
| 4.0 | |
|
| 2 | % |
Diesel | |
| 7
– 40 | *** |
|
| 0.5 | % |
Biomass | |
| 8 | |
|
| 1.5 | % |
at
good hydroelectric sites*
in
15 mph average windspeed conditions**
depending
on size and location of facility, with smaller more remote locations having higher costs***
Sourcing
The
Mass Megawatts is not dependent upon exclusive or unique suppliers. However, certain custom-made items including bearings, solar tracker
components and wind power blades will require four to six weeks lead time due to special manufacturing techniques. The Company has identified
alternate suppliers if current business relationships cease.
The
Company plans to use multiple suppliers, chosen through competitive bidding. The price of materials used is expected to be substantially
similar from one vendor to the next due to the availability of raw supplies. The absence of special technologies negates dependence on
any one supplier.
Solar
Energy and Solar Tracker Industry Analysis
Solar
energy projects are either ground mounted or roof mounted, Projects larger than one megawatt capacity are ground mounted and comprise
of 75 percent of the market. Ground mount projects can be trackers or fixed tilt. The trackers can be either single axis or dual axis.
The vast majority of the tracker used for commercial applications are single axis trackers due to the simplicity of single axis tracker
in comparison to dual axis trackers. The growth of the solar tracker market is higher than the overall solar market in general. The solar
market is growing as a result of the need to replace fossil fuel and nuclear power plants after their useful life has reached a point
of retirement. Furthermore, there is a growing corporate and popular support for the use of clean and renewable energy sources. The acceleration
of the application of utility scale battery storage is increasing the opportunities for solar and wind power as a consistent and more
reliable energy source.
In
the past two years, the solar tracker market is growing at 1.5 times faster than the rate of the overall solar market. The solar tracker
market grew at a 35% compound annual growth.
Wind
Industry Analysis
According
to the U.S. Department of Energy, wind and solar energy are rapidly becoming one of the least expensive and most abundant new sources
of electricity with capacity expected to increase and costs decrease over the next two decades. Over the past two decades, the wind and
solar energy industries has increasingly studied and improved technology design and operation. Initially, federal research focused on
very large utility scale machines each with a capacity potential of 1 to 5 megawatts. Focus continued on larger machines during the 1970’s
and 1980’s when many international corporations developed large wind turbines with 200 foot blades. In the 1990’s, smaller
wind turbines gained acceptance as the more viable option and the majority of wind turbines at that time were intermediate-sized with
50-500 kWh peak capacity. Most turbines being built today are mature propeller-based designs comprising upwind, horizontal axis 3-blades
construction with a multi-megawatt rating. These turbines look like giant fans with thin blades and while they have lent credibility
to the wind industry within the investment and developer community, the cost of energy from these turbines may be near the upper limit
due to size effectiveness and efficiencies of mass production. The acceptance of these propeller-driven turbines is based on many years
of testing and experience but the industry’s ability to develop more efficient innovations utilizing this design is limited and
research potential is exhausted. Still, numerous alternative turbines have been developed and include one-blade and two-blade machines,
vertical axis design, variable speed designs, direct drive between blades, and generators rather than gearboxes.
The
continued evolution of this wind technology is evident with the existence of varying wind turbine designs. However, there is division
in the wind industry between those who want to capitalize on the emerging respect the business community has for established, mature
wind technology, and those who seek new technologies designed to bring about significant cost reductions. Mass Megawatts chooses to seek
new horizons beyond current perception and knowledge by developing new technologies that will significantly reduce wind energy costs.
As a result, the Company products can be seen as participants in several different industries.
LIST
OF TARGETED SEGMENT WITHIN ENERGY INDUSTRY
1)The
Conventional Independent Power Producers (IPP)
The
largest targeted industry is independent power production. According to the Massachusetts Department of Public Utilities’ publication
“Power to Compete” authored by Michael Best of the Center for Industrial Competitiveness, increased capacity over the next
several years will result in a $50 billion increase in annual sales if IPP’s can deliver electricity at 4 per kWh. Wind related
IPP’s currently produce $200 million in electricity sales per year in the United States at 7 cents per kWh. The impact of deregulation
of the electric utilities is expected to present opportunities for wind related IPP’s according to the Massachusetts Technology
Collaborative. With current cost of wind power in limited high wind locations at 4.5 per kWh, the cost of large scale investment in wind
energy is the same to the consumer as it would be for more conventional energy sources. In other words, combined gas turbines, modern
coal technologies, and wind power in limited locations can all earn enough sufficient to encourage investment if and when the retail
sale of the electricity produced is 4.5 per kWh.
2)The
End of Line Industry
Modular
sources of power generation at the end of a utility’s distribution lines include small wind turbines, diesel generators, and photovoltaics.
In growing communities, it is more cost effective to add small power-generating facilities such as wind turbines than to provide electric
service and as a result, they will pay a premium for electricity rather than incur the higher cost of constructing new power lines and
substations for transport. Within the next 10 years, potential exists for construction of wind power plants producing hundreds of megawatts
in remote areas of utility distribution lines. In these areas, the price per kWh sold is several times higher than the normal selling
price.
3)The
Green Industry
In
the new era of electric utility restructuring wherein consumers can choose their electricity sources, some are choosing green energy
produced from clean and renewable sources such as wind or solar power. These resources are available as a commodity, but the green consumer
pays a premium for emission-free energy. The American Wind Energy Association in Washington, D.C. states that recent polls show that
more than 5% of the general population are willing to pay more for renewable energy.
4)The
Off-Grid Industry
This
small industry is for consumers who are not near power lines or who choose not to be connected to the grid. The industry includes wind,
solar, wood burning furnaces, and small hydropower turbines. Like the green industry, these consumers have a strong environmental awareness.
Although the potential market for off-grid energy is less than 1% of the electricity market, the dollar potential is estimated to be
as much as $2 billion.
SOME
OF THE LARGEST INDUSTRY PARTICIPANTS
As
solar and wind energy technology gains wider acceptance, competition may increase as large, well-capitalized companies enter the business.
Although one or more may be successful, the Company believes that its technological advantage and early entry will provide a degree of
competitive protection.
The
largest U.S. solar company, NextEra Energy , Inc. is valued at more than Exxon. In October of 2020, the stock market valued the company
at $900 million more than the value of Exxon.
The
Danish firm, Vestas, is the world’s leading producer of wind turbines and a major exporter of turbines to the United States. An
innovator in structural and generator advancements, Vestas has been a leader in wind power since the 1980s.
Sun
Power is a leader in many innovations of solar power that is diversified in residential, commercial and solar storage.
EcoPlexus,
Inc. is a leader of solar professional services that include development, design, engineering, and construction.
Canadian
Solar which is well known for its solar panel is a leading utility-scale solar and energy storage developer.
First
Solar Inc, is a leader in manufacturing and producing solar panels in the United States in a time when most of the global solar panel
manufacturing is located in China.
Siemens
Gamesa is a Spanish based wind turbine manufacturing company with total installed wind power capacity of 30,000 MW.
Bergey
Windpower produces small turbines, primarily for use where utility grid interconnect lines are not readily available.
As
a footnote, recent economic growth in India and China has spurred on wind energy’s high growth rate in those countries. As a result,
they are world leaders in the demand for wind turbines.
Distribution
Patterns
Distribution
begins with identifying energy demand in and near potential power plant sites. Replacement of older or obsolete power plants, as well
as growth in the population and the economy, are factors in determining energy demand in identified areas. Assuming a sufficient energy
demand, the Company will test potential sites to determine whether sufficient wind energy resources are available to effectively and
efficiently displace current electricity sources, thus reducing pollution from fossil fuel. With a successful analysis, the Company will
obtain land right and apply for permits to install and operate a wind power generating plant. In the past, zoning and permitting issues
have included noise generated by wind farms but MAT’s slower moving blades should help eliminate this issue. The Company will also
determine the need for additional transmission lines to deliver to the power grid transmission lines.
Primary
Competitors
In
addition to the specific entities engaged in the business of wind power technology mentioned above, the Company will also compete with
companies producing and selling non-wind energy products that fill the same needs as the Company’s products.
Combined-Cycle
Gas Turbines. Innovations in this technology have led to lower costs, higher efficiency, and cleaner emissions combined with power generation
for less than 4 per kWh.
Modern
Coal Technologies. New designs, which double or triple reheat scrubber-equipped plants, increase efficiencies and decrease pollution
emissions relative to typical reheat designs.
Biomass-generated
electricity. Gasifying the biomass to fuel high-efficiency gas turbine systems could cost as little as 4.6 per kWh in the near term Petroleum,
photovoltaic cells and nuclear power are not a current threat to Mass Megawatts since the cost to produce electricity from these sources
is higher than that of wind. Cost effective, profitable hydropower is limited to a sites on swift moving water sources and with limited
ability to increase market share it does not prove a major threat toward wind power.
Foreign
Sales and Exports
Mass
Megawatts did not have any operations in foreign companies or export sales in the fiscal year ending April 30, 2001.
Employees
As
of January 31, 2021, the Company had no employees. The Company has retained all other members of the management team as consultants.
The Company believes its employee relations to be good and no significant changes in the number of employees are expected. None of the
Company’s employees are covered by a collective bargaining agreement.
Research
and Development
The
Company has not had significant revenues. However, approximately 30% of the proceeds obtained from the sale of its common capital stock
has been spent on research and development.
ITEM
1A. RISK FACTORS
An
investment in our common stock involves a high degree of risk. You should carefully consider the risks described below as well as the
other information in this filing before deciding to invest in our company. Any of the risk factors described below could significantly
and adversely affect our business, prospects, financial condition and results of operations. Additional risks and uncertainties not currently
known or that are currently considered to be immaterial may also materially and adversely affect our business, prospects, financial condition
and results of operations. As a result, the trading price or value of our common stock could be materially adversely affected and you
may lose all or part of your investment.
RISK
FACTORS
|
● |
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 |
|
● |
Dilution
Risk |
|
● |
Penny
Stock Risk |
Mass
Megawatts Wind Power was incorporated in 1997 in Massachusetts. Our principal offices are located Worcester, Massachusetts. Our telephone
number is (508) 942-3531. References herein to “Mass Megawatts” “we”, “us”,and “our”,
mean Mass Megawatts Wind Power, Inc. unless the context otherwise requires.
RISK
FACTORS
Investing
in our shares is risky. You should carefully consider the following risks before making an investment decision. The trading price of
our shares could decline due to any of these risks, and you could lose all or a part of your investment.
1. |
New
Product Development |
The
technological and operational success is the key to the Company’s success. As in the commercial development of any new mechanical
product, long-term operation may lead to the discovery of deficiencies in the solar tracker design, MAT design and/or in its manufacturing.
For instance, long-term operation might disclose that the loading exceeds design criteria, resulting in materials fatigue failure. Significant
developments in technologies, such as advanced fracking, ethanol, improved natural gas, or improvements in competitive solar trackers,
may materially and adversely affect our business and prospects in ways we do not currently anticipate. Any failure by us to develop new
technologies or to react to improvements with existing technologies, could materially delay our new technologies, which could result
in the decreased revenue and reduction of overall market share in both the solar marketplace and larger energy market.
2. |
Developing
Business Risks |
The
early stages of any start-up business are subject to many risks. Company success is highly influenced by the normal expenses, problems,
complications, and frequent delays associated with a new business. It is likely that Mass Megawatts will continue to require substantial
capital in addition to the proceeds of this offering. The ability to raise capital and support growth of its operations is dependent
on maintaining suitable profit margins for each investment the Company makes in its solar power technology. Additionally, numerous factors
including the nation’s economy, conditions of the capital markets in general, and conditions affecting the solar and wind energy
industry may affect Mass Megawatts’ ability to raise capital. There is no assurance that the Company’s products will result
in a commercial success.
3. |
Company
not at Mass Production Stage |
Currently
no solar tracker prototypes suitable for commercial or mass production have been completed or tested. Fatigue and weather related structural
testing has been done on a limited basis with a proof of concept prototype. The future success of the Company is dependent on its ability
to manufacture and to deliver the solar trackers on a timely basis at a sustained and acceptable cost. While the assembly capacity could
be established without much difficulty, no full scale production is currently implemented. Increasing this assembly capacity might involve
uncertainty and risk. Any delay in the financing, design, manufacture and could materially damage our business, financial condition and
operating results. New solar technology often experience delays in the design and manufacture. Mass Megawatts experienced significant
delays in launching the solar tracker. We initially announced that we would begin delivering at an earlier date, These delays resulted
in additional costs and adverse publicity for our business. We may experience similar delays in launching our production, and any such
delays could be significant. In addition, final designs for the build out of the planned facilities are still in process, and component
procurement and manufacturing plans have not been finalized. We are currently evaluating our suppliers for planned production. However,
we may not be able to engage suppliers for the remaining components. In addition, we will also need to do extensive testing to ensure
that the Solar Tracker is in compliance with UL 3703 prior to beginning mass production. Our plan to is dependent upon the timely availability
of funds. The build out of our manufacturing plans in a timely manner and ability to execute plans are critical.
No
utility purchase agreement has been signed at a purchase price that would result a profit. There can be no assurances that the Company’s
own marketing efforts will be successful. The Company has not entered into any distribution arrangements. The Company requires significant
investment prior to commercial introduction, and may never be successfully developed or commercially successful. There can be no assurance
that we will be able to meet the expectations of our customers or will become commercially viable. The Company may not able to build
the solar trackers to the expectations created by the early prototype. The customers may not accept our solar tracker and our future
sales could be adversely affected. In the future, the Company may be required to introduce on a regular basis new and enhanced solar
trackers. As technologies change, we will be expected to upgrade or adapt our products and introduce improved versions. We have limited
experience simultaneously designing, manufacturing and marketing our product.
5. |
Possible
Loss of Investment |
Prospective
investors should be aware that their entire investment could be at risk. Quarterly variations in financial results could cause the market
price of the Common Stock to fluctuate substantially. Mass Megawatts’ revenues and earnings are difficult to predict because of
the unpredictable timing related to the production goals. In addition, the stock marketing in general could experience wide price and
volume fluctuations. There are no assurances that an investment in this company will be profitable.
There
can be no assurances that patents will issue from any of the pending applications. In addition, with regard to any patent that may issue,
there can be no assurance that the claims allowed will be sufficiently broad to protect the Company’s technology or that issued
patents will not be challenged or invalidated. There is no certainty that we are the first inventor of a new product covered by pending
patent applications or the first to file patent applications. We be certain that the pending patent applications of our company or any
licensor will result in issuing of patents or that there would be sufficient protection against a competitor. In addition, patent applications
filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot
be certain that foreign patent applications related to issued U.S. patents will be issued. Furthermore, some foreign countries provide
significantly less effective patent protection than in the United States. The status of patents involves complex legal and factual questions
and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications will result in patent
issuances. The protection against competitors with similar technology is uncertain. Additionally, patents issued are subject to infringement
and potentially be redesigned by others. Competitors may obtain patents that we need to license or design around. The increased costs
may have a negative impact on our business.
7. |
Risk
of Inability to Achieve the Maximum Proceeds in the Amount of the Offering |
It
will be more difficult for the company to achieve a successful implementation of its business plan if the maximum proceeds made available
through this offering cannot be raised. Wind power generating facilities require substantial investments. General economic and capital
market conditions may have a negative impact in the Company’s ability to achieve the maximum proceeds amount. If less than the
maximum proceeds are sold, the percentage of non-product manufacturing expenses (offering, legal, accounting, and advertising expenses)
to the overall use of offering proceeds will be greater than the percentage if the maximum proceeds are sold.
Although,
there is some liquidity of the company’s Common Stock on OTC Markets at the current time, there has been no guarantee of a market
for our Common Stock and the Investors may not be able to sell their shares after the offering is completed. There is no guarantee of
liquidity at any time in the future with the common stock of Mass Megawatts being traded on OTC Markets. There can be no assurance that
a significant public market will develop or be sustained after this offering. In addition, there is risk that the offering will not be
able to be completed.
Rapid
growth could impair the Company’s ability to effectively manage growth. Managing growth requires expanding the employee, operational,
and financial bases. Failure to develop efficient construction and manufacturing processes of the solar technology could have a negative
impact on the ability to manage growth. Mass Megawatts might not have the ability to execute its forward commitments to manufacture and
construct its solar trackers. If we are unable to establish and maintain confidence with business prospects among consumers, then our
financial condition and business outlook may suffer. Suppliers and installers will be less likely to invest time and resources in developing
business opportunities with Mass Megawatts if they do not have confidence with us. In order to build and maintain our business, we must
maintain confidence among customers and suppliers Many factors are largely outside our would likely harm our business and make it more
difficult to raise additional funds when needed.
10. |
Retention
of Key Employees Risk |
Our
key employees are not bound by any employment agreement. There can be no assurance that we will be able to successfully attract key people
necessary to grow our business. A good part of our future success is dependent upon our ability to attract key technology, sales, marketing
and support personnel and any failure to do so could adversely impact our business. The Company may in the future experience difficulty
in retaining members of our management team. Additionally, we do not have “key person” life insurance policies covering any
of our officers or other key employees. There is substantial competition for qualified individuals with the specialized knowledge of
solar energy and this competition affects both our ability to retain and hire key employees.
11. |
“Going
Concern” Qualifications |
Our
accountants have included an explanatory paragraph in their report on our financial statements regarding our ability to continue as a
going concern. During the ordinary course of business, operating losses have incurred each period since inception, resulting in an accumulated
deficit and negative cash flows. Currently, management is soliciting additional equity investors to fund these losses. However, these
conditions raise substantial doubt about the Mass Megawatts, ability to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.
12. |
Limited
Site Locations |
Local
regulatory, permitting, and zoning constraints may limit, delay, or affect the cost of site development. The visibility of solar energy
farms and wind turbines as well as threats to endangered or migratory birds may require wind turbines to not be sited near areas where
such species might be threatened. In addition, suitable sites may be located in areas where the availability of solar or wind resource
does not coincide with power needs and it may be remote from adequate transmission facilities. In some otherwise favorable sites the
energy cost may be low. Some sites might be limited with the high cost of acquiring easements and other land use rights. Site development
may be affected by social policy concerns, such as noise and visibility of wind energy systems. The danger to migratory birds and other
wildlife may require the site locations to be abandoned or moved to areas where the endangered species might not be threatened. Other
site related issues include local regulatory, zoning and permitting constraints which may delay, limit or affect the cost of site development.
The
electric industry is subject to energy and environmental laws at the federal, state, and local levels. The Public Utility Regulatory
Act of 1978 provides qualifying facilities (“QFs”) important exemptions from substantial federal and state legislation, including
regulation as public utilities. Loss of QF status by any one of the Company’s projects could cause the Company to become a public
utility holding company, thereby causing many of the Company’s other projects to lose their QF status and become subject to regulation
as public utilities. The compliance of the regulations may be complicated or difficult. Specialized or legal assistance may be required
for the company to carry out its business. Electric generation projects also are subject to federal, state, and local laws and administrative
regulations, which govern the geographic location, zoning, land use, and operation of plants and emissions produced by said plants. Recently,
modified legislation of the Public Utility Holding Company Act of 1935 (“PURPA”) increases competition by allowing utilities
to develop production facilities that don’t qualify as QFs without being subject to regulation under PUHCA.
Interruption
of suppliers operations can delay delivery of components to the company, which could adversely impact the company’s operations.
Mass Megawatts purchases components from outside venders and is aware of alternative suppliers for single-sourced items. The Company
believes that the loss of any one supplier would have only a short-term impact on its production schedule. In the long term, additional
suppliers will be required as production volume increases. While we believe that we may be able to establish alternate supply relationships
and can obtain or engineer replacement components for our single source components, Mass Megawatts may be unable to do so in the short
term or at all at prices or costs that are favorable to us. In particular, while we believe that we will be able to secure alternate
sources of supply for almost all of our single sourced components on a relatively short time frame, qualifying alternate suppliers or
developing our own replacements for certain highly customized components of the solar tracker, such as the solar panels, inverters and
racking.
This
supply chain exposes us to multiple potential sources of delivery failure or component shortages. Mass Megawatts is currently evaluating
our suppliers for the planned production solar tracker and we intend to establish suppliers for key components. Changes in business conditions
beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us
on a timely basis. If we experience increased demand, or need to replace our existing suppliers, there can be no assurance that additional
supplies of component parts will be available when required on terms that are favorable to us or that any supplier would allocate sufficient
supplies. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could
lead to delays that could materially adversely affect our business. A failure by our suppliers to provide the components necessary to
manufacture our solar trackers could prevent us from fulfilling customer orders in a timely fashion which could result in a material
adverse effect on our business. In addition, since we have no fixed pricing arrangements with any of our suppliers which could harm our
financial condition.
Fossil
fuel-fired plants including gas-fired and petroleum-fueled power plants, are the primary competition of the Company. In addition, the
increased use of competitive bidding procedures has made obtaining power purchase agreements with utilities more competitive. Competitive
bidding generally has reduced the price utilities pay independent power producers, which, in turn, reduces the profitability of many
independent power projects. If solar power and wind power become a more widely accepted technology, large and well-capitalized companies
deciding to invest in any of the various wind power technologies, may also increase the competition.
16. |
Fluctuation
of Conventional Energy Prices |
Survival
of wind-powered facilities depends on producing electricity at a cost that is competitive with other forms of generation. Low fossil
fuel prices, which reduce the cost of electricity generated by fossil fuels, may adversely affect the Company’s ability to generate
profits.
17 |
Changes
in Government Incentives |
Any
reduction or elimination of government incentives because of policy changes, the reduced need for such subsidies and incentives due to
the perceived success of the solar tracker may result in the reduced competitiveness. Our growth depends in part on the availability
of incentives for solar energy. Certain regulations that encourage sales of solar power equipment could be reduced or eliminated, either
currently or at any time in the future. For example, while the federal and state governments have from time to time enacted tax credits
and other incentives, our competitors have more resources with legislative activities.
18 |
Inability
in Obtaining Grants |
Mass
Megawatts plans to apply for federal and state incentives including, loans, grants, and tax incentives designed to support renewable
energy technologies. We anticipate that in the future there will be new opportunities for us. Our ability to obtain funds or incentives
from government sources is subject to the approval of our applications of participating programs. The application process for these incentives
will be highly competitive. There is no assurance that the Company will be successful. If there is a lack of success in obtaining any
of these additional incentives and we cannot find alternative sources of funding to meet our planned expenditures, our business could
be materially adversely affected.
19 |
Employee
Union Activity |
None
of our employees are currently represented by a labor union, In the future that may change. It could result in higher employee costs
and increased potential of work stoppages. As the business grows, there can be no assurances that our employees will not join or form
a labor union or that we will not be required to become a union signatory. Mass Megawatts is neutral as to the formation of unions. We
are also directly or indirectly dependent upon companies with unionized work forces, such as suppliers and shipping companies. Those
companies may have work stoppages or strikes having a material adverse impact on our business. If a work stoppage occurs, it could delay
the manufacture and sale of our solar trackers.
20. |
Product
Liability Risk |
Mass
Megawatts may become subject to product liability claims. It could harm our business. A successful product liability claim against us
could require us to pay a substantial monetary award and claim could generate substantial negative publicity about any significant lawsuit
seeking damages exceeding our coverage may have a material adverse effect on our reputation. We may not be able to secure additional
product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face
liability for our products and are forced to make a claim under our policy.
Any
product recall in the future may result in adverse publicity, damage our brand. Such recalls, voluntary or involuntary, involve significant
expense and diversion of management attention and other resources, which would adversely affect our brand image in our target markets
and could adversely affect our business.
22. |
Insufficient
Warranty Reserves |
If
our warranty reserves are inadequate to cover future warranty claims on our solar trackers, our business could be negatively impacted.
We record and adjust warranty reserves based on changes in estimated costs and actual warranty costs. However, the Company has extremely
limited operating experience with our solar trackers and little experience with warranty claims and estimating warranty reserves There
can be no assurances that our existing warranty reserves will be sufficient to cover all claims or that our limited experience with warranty
claims will adequately address the needs of our customers to their satisfaction.
Our
ethical standards are important to our company. Our suppliers are independent with their own business practices. A lack of demonstrated
compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products
or other disruptions. Legal violations by our suppliers or the divergence of an independent supplier’s labor or other practices
from those generally accepted as ethical could also attract adverse publicity. If we, or other manufacturers in our industry, encounter
these problems in the future, it could harm the industry’s image and our business.
24 |
Cost
of Being Public Risk |
As
a public company, we will incur significant expenses that we did not incur as a private company, including legal and accounting costs
associated with public company reporting and corporate governance. Mass Megawatts is planning to file a Form 10 which will result in
complying with rules implemented by the Securities and Exchange Commission. In addition, our management team will also have to adapt
to the additional requirements of being a SEC reporting company. We expect complying with these rules and regulations will substantially
increase our legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs associated
with operating as a public company will increase our expenses. Additionally, these requirements will require extra attention of our management.
The uncertainty especially among anyone not familiar with the obligations of public companies may cause more difficulty to attract and
retain qualified individuals to serve on our board of directors or as our executive officers.
Mass
Megawatts has not achieved a profit in its history and there is no guarantee of the company distributing a dividend in the near future.
We did not declare any cash distributions or dividends in the past, and we currently do not anticipate paying any cash distributions
or dividends in the foreseeable future. Our priority is supporting our operations and to finance the development of our business. Any
future determination relating to dividend policy will depend on a number of facts including capital requirements and our financial condition.
The
proposed public offering price is higher than the average price per share paid by many investors in the Company. Accordingly, new investors
in the Company will experience substantial immediate dilution with respect to their investment.
Shares
of Common Stock may be considered a penny stock. Investors may have difficulty with selling the stock due to the reduced pool of investors,
an illiquid market, and a low stock price. Our common stock is less than $5 per share and is defined as a penny stock being valued at
less than five dollars per share. Penny stocks are considered as risky and speculative. Additionally, Mass Megawatts does not meet financial
requirements that avoid being defined as a penny stock such as being registered on an Exchange with a minimum net tangible asset value
requirement or minimum required value of revenue over a three-year period. Under Section 15(h) of the Exchange Act, Broker Dealers are
required furnish a risk disclosure document with the risk of penny stocks and broker requirement of full disclosure related to rights
customers and remedies available with respect of violations by the broker dealers related to penny stock rules and related full disclosure
requirements including the potential illiquidity of the penny stock. Brokers are obligated to evaluate each individual investor experience
and objectives to determine if penny stock are suitable. The due diligence of the broker dealers may require a higher transaction cost
for trades in penny stocks. Violations of the due diligence obligations by broker dealers may result in compensation of financial losses
to investors, fines and other penalties.
Note:
In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. In reviewing this
Disclosure Document, potential investors should keep in mind other possible risks that could be important.