10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended January 31, 2014

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period  from _______,20__,  to _______,20__.

Commission  File  Number  000-32465

MASS MEGAWATTS WIND POWER, INC.

 (Exact Name of Registrant as Specified in Charter)

Massachusetts	04-3402789
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
95 Prescott Street, Worcester, Massachusetts  01605
(Address of Principal Executive Offices)
(508) 751-5432
(Registrant's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  x    No  o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in this Form 10-Q or any amendment to this Form 10-Q.      Yes  x    No  o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer   o Smaller reporting company   x

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

There were 36,821,537 shares of the Registrant's no par value common stock outstanding as of March  21, 2014.

Mass Megawatts Wind Power, Inc.

TABLE OF CONTENTS

Part  I - Financial Information
Item  1.	Financial  Statements	3
Item  2.	Management's Discussion & Analysis and Plan of Operation	9
Item  3.	Quantitative and Qualitative Disclosures about Market Risks	12
Item  4.	Controls  and  Procedures	12
Part  II - Other Information
Item  1.	Legal Proceedings	13
Item  2.	Changes in Securities	13
Item  3.	Defaults on Senior Securities	14
Item  4.	Submission of Matters to a Vote of Security Holders	14
Item  5.	Other Matters	14
Item  6.	Exhibits and Reports on Form 8-K	14
Signatures		15

PART  I - FINANCIAL INFORMATION

ITEM  1.    FINANCIAL STATEMENTS

FINANCIAL STATEMENT CONTENTS

Balance Sheets as of January 31, 2014, and April 30, 2013 (Unaudited)	4
Statements of Operations for the Three and Nine  Months Ended January 31, 2014 and 2013 (Unaudited)	5
Statements of Cash Flows for the Nine Months Ended January 31, 2014 and 2013 (Unaudited)	6
Notes to Unaudited Financial Statements	7

PART  I  -  FINANCIAL  INFORMATION

Mass Megawatts Wind Power, Inc.

Balance Sheets

(Unaudited)

	January 31,			April 30,
	2014			2013
ASSETS
Current Assets:
Cash	$	619		$	123
Prepaid expenses and other current assets		27,071			27,507
Total current assets		27,690			27,630
Fixed assets, net of accumulated depreciation of $38,123 and $36,168, respectively		2,652			4,607
Total assets	$	30,342		$	32,237
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	168,686		$	130,940
Due to stockholder		45,539			47,286
Total current liabilities		214,225			178,226
Stockholders' Deficit:
Common stock; no par value; 67,000,000 shares authorized; 36,821,537 and 25,734,137  issued and outstanding, respectively		6,980,848			6,707,082
Additional paid in capital		12,569			12,569
Retained deficit		(7,177,300	)		(6,865,640	)
Total stockholders' deficit		(183,883	)		(145,989	)
Total liabilities and stockholders' deficit	$	30,342		$	32,237

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

4

Mass Megawatts Wind Power, Inc.

Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2014			2013			2014			2013
Operating expenses:
General and administrative		88,233			144,312			276,374			310,413
Loss on shares issued for compensation		6,424			-			23,959			3,600
Depreciation		651			969			1,955			2,907
Total operating expenses		95,308			145,281			302,288			316,920
Operating loss		(95,308	)		(145,281	)		(302,288	)		(316,920	)
Other income (expense):
Interest expense, net		(3,494	)		(3,495	)		(9,372	)		(10,306	)
Total other expense		(3,494	)		(3,495	)		(9,372	)		(10,306	)
Net Loss	$	(98,802	)	$	(148,776	)	$	(311,660	)	$	(327,226	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares - basic and diluted		35,040,809			22,309,533			31,231,243			19,507,125

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

5

Mass Megawatts Wind Power, Inc.

Statements of Cash Flows

	Nine Months Ended
	January 31,
	2014			2013
OPERATING ACTIVITIES
Net loss	$	(311,660	)	$	(327,226	)
Adjustments to reconcile net loss to net cash used by operating activities:
Shares issued for services		135,180			68,623
Depreciation		1,955			2,907
Changes in:
Prepaid expenses and other current assets		436			1,559
Accounts payable and accrued liabilities		37,746			26,941
Deferred revenue		-			-
Net cash used in operating activities		(136,343	)		(227,196	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock		138,586			208,618
Proceeds from recovery of settlement		-			6,764
Net borrowings on shareholder credit cards		(126	)		(2,957	)
Borrowings on related party debt		129			17,548
Payments on related party debt		(1,750	)		(23,000	)
Net cash provided by financing activities		136,829			206,973
NET INCREASE (DECREASE) IN CASH		496			(20,223	)
CASH AT BEGINNING OF PERIOD		123			41,484
CASH AT END OF PERIOD	$	619		$	21,261
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	9,372		$	10,306
Income tax paid		-			-
NON-CASH TRANSACTIONS
Shares issued for payment of related party debt	$	-		$	-

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

6

Mass Megawatts Wind Power, Inc.

Notes to Unaudited Financial Statements

NOTE 1 – DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Mass Megawatts Wind Power, Inc. (“Mass Megawatts"), a Massachusetts corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts, Inc. changed its name in January 2001 to Mass Megawatts Power, Inc. Mass Megawatts Power, Inc. changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts' principal line of business is to develop its prototype wind energy production equipment and locate and adapt suitable operating facilities. It intends to build, patent, and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology. Mass Megawatts expects to sell the generated electricity to the power commodity exchange on the open market, initially in California. In September 2013, Mass Megawatts introduced a program to develop and market a new solar tracking technology.  The corporate headquarters is located in Worcester, Massachusetts.

The accompanying unaudited interim financial statements of Mass Megawatts Wind Power, Inc. have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Mass Megawatt’s Annual Financial Statements included herein on this Form 10-K filed with the SEC.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein.  The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended April 30, 2013 have been omitted.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Issued Accounting Pronouncements

Mass Megawatts does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $7,177,300 at January 31, 2014.  In addition, at January 31, 2014, Mass Megawatts is not generating sufficient revenue to fund its ongoing operations.  These conditions raise substantial doubt about Mass Megawatts' ability to continue as a going concern. Currently, management is soliciting additional equity investors through private placement offerings and is obtaining funding from Mass Megawatts' Chief Executive Officer to fund these losses; however, no assurance can be given as to the success of these efforts.

The financial statements of Mass Megawatts do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if Mass Megawatts is unable to continue as a going concern.

7

NOTE 3 - RELATED PARTY TRANSACTIONS

At January 31, 2014, Mass Megawatts owed $45,539 to the Company’s President, which consisted of amounts owed on personal credit cards for company expenditures of $36,458 and cash funds advanced of $9,081.

Funds advanced during the fiscal year are due on demand, bear no interest, and are unsecured.  Payments on stockholders credit cards are subject to the terms and conditions of the authorizing entities.

During the nine months ended January 31, 2014, the Company issued 150,000 common shares for proceeds of $4,500 and 20,000 common shares for services valued at $556 to its president.

NOTE 4 -  STOCKHOLDERS’ EQUITY

During the nine months ended January 31, 2014:

Mass Megawatts issued 4,292,000 shares of common stock to consultants for their services.  These shares were valued and recorded at fair value of $135,180 based on the quoted market price of our common stock on the date of each agreement.

Mass Megawatts sold 6,795,400 shares of common stock for cash of $138,586.

On January 29, 2014 the Company filed with the Commonwealth of Massachusetts to increase the authorized common shares from 35,000,000 to 38,500,000 shares.

NOTE 5 - SUBSEQUENT EVENTS

8

ITEM  2.    MANAGEMENT'S  DISCUSSION  &  ANALYSIS  AND  PLAN  OF  OPERATION

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED," "BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED JANUARY 31, 2014 AS COMPARED TO THE

PERIOD ENDED JANUARY 31, 2013:

The Company incurred a loss of $311,660 for the nine months ended January 31, 2014 and $327,226 for the nine months ended January 31, 2013. The losses are related mostly to the consulting fees and development of site locations for projects.

Liquidity and Capital Resources

We had total assets of $30,342 as of January 31, 2014, which consisted of cash of $619, prepaid expenses and other current assets of $27,071, and fixed assets net of accumulated depreciation of $2,652.

We had total liabilities of $214,225 as of January 31, 2014, consisting of accounts payable and accrued liabilities of $168,686 and loans and advances from a director of $45,539.

We have incurred net losses since inception and had an accumulated deficit of $7,177,300 at January 31, 2014.

Net cash used in operating activities was $136,343 for the nine months ended January 31, 2014.  We had a net loss of $311,660 including non-cash items of $135,180 of shares issued for services and $1,955 of depreciation.

Net cash provided by financing activities was $136,839 for the nine months ended January 31, 2014.  Funds provided included $138,586.  These were offset by payments of $1,750 on advances by certain stockholders and payments in excess of borrowings on shareholder credit cards of $126.

We had no outstanding cash commitments as of January 31, 2014.

Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in addition to important factors described elsewhere, the following important facts, among others, sometimes have affected, and in the future could affect, the Company's actual results, and could cause the Company's actual results during 2014 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of the Company.

The Company has not had significant revenues from operations since its inception, but has raised funds through other means to maintain liquidity. Specifically, the Company raised capital with a private placement memorandum under Regulation D, Rule 506, selling shares of its common stock to raise $138,586 for the nine months ended January 31, 2014. The Company has spent this money on updating prototypes, administration, working capital, marketing and advertising.

9

There is substantial doubt that the Company will have sufficient cash flows from operations to fund its operations for a minimum of 12 months following April 30, 2013 and is therefore dependent on financing from issuing capital stock or debt.  In July 2009, the shareholders approved an increase of its authorized common stock from 7,000,000 to 12,000,000 shares.  In July 2011, the shareholders again approved an increase of its authorized common stock from 12,000,000 to 18,000,000 shares.  In July 2012, the shareholders approved an additional increase of its authorized common stock from 18,000,000 shares to 35,000,000 shares. In January 2014, an increase from 35,000,000 shares to 67,000,000 was approved by the shareholders.  Mass Megawatts plans to continue to pursue additional equity financing to provide funds for operations.

The Company also expects to generate sales in fiscal 2014 and expects to be able to fund its operations for an additional 12 months, but cannot predict with any certainty its ability to do so. Without additional future sales, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has thirteen years of operating results, with no substantial revenues from operations.  Much uncertainty exists about the Company's future as a result of the lack of operating revenue for several years. The lack of long-term experience in new product development could have an adverse impact on the Company.

The Company's ticker symbol is MMMW and the stock is traded as an OTCQB listed company on the OTC stock market.

Mass Megawatt's market share and any changes in the underlying economics of the industry are expected to have a minimal effect on the Company's operating results within the next 12 months. This is due to the large market for electricity and the Company’s overall market share having little or no impact on a market of this size.

The wind industry is favorably impacted by new legislation and regulations toward a cleaner air environment. This trend toward wind generated electricity continues to grow, particularly in view of the non-polluting nature of wind generation and its endless renewable source. However, there remains some uncertainty on whether or not the federal or state governments will continue with favorable environmental legislation despite popular support toward renewable energy.

The electric power industry is undergoing a period of deregulation and restructuring that is similar to the telecommunication deregulation of the 1980's. It is impossible to predict whether this change will have a favorable or unfavorable impact for the industry as a whole. It is anticipated, however, that restructuring could present more advantages and opportunities for the Company's product by enabling it to compete in the new marketplace.

RESULTS OF OPERATIONS

Nine Months Ended January 31, 2014 compared to the Nine Months Ended January 31, 2013

The net loss for the nine months ended January 31, 2014 (“2013 period”) was $311,660 compared to a net loss of $327,226 for the nine months ended January 31, 2013 (“2012 period”), a decrease of $15,566.  This decrease in net loss is primarily attributable to a decrease of $14,632 in general and administrative expenses and $934 in net interest expense.

Our operating expenses were $302,288 for the 2013 period compared to $316,920 for the 2012 period, a decrease of $14,632.  This decrease in operating expenses is primarily attributable to decreases of $37,572 in marketing costs and $13,500 in State fees to increase authorized shares.  These decreases were offset by increases in consulting and prototype development cost of $24,296, rent of $8,418 and $3,726 in other administrative costs.

Three Months Ended January 31, 2014 compared to the Three Months Ended January 31, 2013

The net loss for the three months ended January 31, 2014 (“2013 period”) was $98,802 compared to a net loss of $148,776 for the three months ended January 31, 2013 (“2012 period”), a decrease of $49,974.  This decrease in net loss is primarily attributable to decreases of $49,973 in general and administrative expenses.

Our operating expenses were $95,308 for the 2013 period compared to operating expenses of $145,281 for the 2012 period, a decrease of $49,974.  This decrease in net expenses is primarily attributable to decreases in marketing costs of $13,992, consulting and prototype development costs of $31,099 and State fees to increase authorized shares of $11,000.  These decreases were offset by increases of $4,422 in investor relation costs and $1,697 in other administrative costs.

OPERATIONS SUMMARY

The highest priority is to complete the third party verification of the technology. The purpose is to prove the new product's long term durability in order to be eligible for debt financing and receive more favorable equity financing in the future.

The next priority is our marketing program. While it is true that minimal marketing efforts will be required, there will be some initial marketing of the product to bring it to the attention of potential buyers.  Upon successful third party verification, Mass Megawatts can begin developing strategic alliances with other wind power developers who have done the initial more expensive and sometimes complicated steps of zoning, financing and other requirements toward developing much larger commercial wind energy projects. The developers would benefit from Mass Megawatt's new product if it can be proven to be more cost effective in the finance community. No assurance can be given as to the development of a successful new product. However, the third party verification should go a long way toward removing the doubt.

10

Included in the marketing program, is the initial establishment of strategic alliances with companies involved with green marketing programs. During the third party verification process, Mass Megawatts, plans to begin these efforts with "word of mouth" techniques at business organizations and with power brokers. As a lower priority Mass Megawatts may be involved in very limited efforts to include direct advertising to green pricing customers either through direct mail or advertising in the media in conjunction with environmental related events. On a limited budget, the Company plans to be able to determine which marketing methods are most effective by marketing in a very limited geographical area.

As initial marketing efforts including "word of mouth" techniques have matured, the Company plans to advertise in local publications if cash flow allows continued marketing efforts. Again as noted earlier, no assurance can be given as to the development of a successful marketing program. If successful, television and radio advertisement could be utilized.

As our next priority, working capital and administrative support plans to be used for contingencies on an "as needed" basis.

Over the past year, Mass Megawatts has continued to refine the engineering details and construction processes required for commercial production of the Multi-Axis Turbosystem (MAT).  These advances are currently being applied to the third party verification and ultimately accelerate worldwide awareness and acceptance of the MAT technology.

In addition, Mass Megawatts has created valuable financial analysis materials to allow our potential customer base to identify effective financing methods.  This will facilitate the sale of MAT units going forward.

EMPLOYEES

As of January 31, 2014, the Company had no employees. Jonathan Ricker is an executive officer, and is not considered an employee.  The Company does hire consultants and other professionals including carpenters, ironworkers, electricians and computer programmers working directly on construction projects as necessary.  During the nine month period ended January 31, 2014, there were no employees hired directly by the Company.  Mass Megawatts has retained other members of the management team as consultants. Mass Megawatts believes that there will be no significant changes in the number of employees. The Company does not have a collective bargaining agreement and Mass Megawatts does not have an employment contract with Mr. Ricker.

STRATEGY AND MARKETING

The Company plans to approach the simplest method of initial market penetration and then sell directly to the power exchanges.  The Company plans to try to avoid difficulties of evaluating wind resources, obtaining sites, financing, and locating potential purchasers of power plants by redeveloping abandoned or obsolete wind farms. Our strategy places turbines in high wind areas where the purchase contracts from utilities for wind energy are already available.  We have identified large users of electric power in high wind locations. Also, we had initial meetings with the local planning boards of the communities with the proposed sites and decision makers who purchase the electricity. We also plan to have strategic alliances with developers of proposed sites and construction companies as Mass Megawatts grows rapidly

Also, a groundswell across the nation for Green Power/renewable energy has prompted state and federal legislatures to offer tremendous tax credits and incentives including a federal tax credit of 30% of the capital cost passed by Congress and signed into law by President Obama. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. has prepared a MAT sales presentation for high tax bracket individuals and corporations. For those qualifying, the financial risk of purchasing a MAT unit is minimized by the tax advantages.  (Details may be found on our website under "New Developments -- Tax Package".)  Revenue generated from these initial sales will accelerate internal growth and promote additional sales opportunities.

11

DISTRIBUTION

Although little marketing is required for profitable trades on the power exchanges, the Company will, at some time in the future, seek a higher price for each kilowatt/hour sold. When the Company pursues this effort, sales and service activities are planned to be handled through strategic alliances with new and emerging electric power brokers, which have formed as a result of deregulation in the retail sale of electricity. Power brokers buy blocks of electricity in megawatt/hour units. For example, a power broker would enter into a contract to purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one year and provide a five percent non-refundable deposit on each block of electricity reserved for future purchases. Such brokers include All Energy, Green Mountain Resources, and Energy Vision.  Another marketing resource for the Company’s product is Electricity Choice, which helps negotiate consumer electric sales. The Company plans to aggressively promote its products to brokers, focusing on cost savings and environmental benefits. It plans to also solicit bids from power brokers, most of who are registered in the states in which they do business. Compensation to brokers is straightforward and is typically calculated as a percentage of power sales.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews its estimates, including but not limited to, recoverability of long-lived assets, recoverability of prepaid expenses and deposits on a regular basis and makes adjustments based on historical experiences and existing and expected future conditions. These evaluations are performed and adjustments are made as information is available. Management believes that these estimates are reasonable; however, actual results could differ from these estimates.

Item  3.  Quantitative and Qualitative Disclosures about Market Risks

Not applicable

Item  4.  Controls and Procedures

Evaluation of disclosure controls and procedures.

Our Management, principally our chief executive officer and chief financial officer, which is the same person, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective, as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act due to a lack of segregation of duties and an overreliance on consultants in our accounting and reporting process.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the nine months ended January 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Certification by each Director and executive officer has been executed.

12

PART  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

None

ITEM  2.     CHANGES  IN  SECURITIES

During the three months ended January 31, 2014, the Company issued the following shares of stock:

	Shares		Amount
Common stock for cash at $0.015 per share (November 2013)		400,000	$	6,000
Common stock for cash at $0.016 per share (November 2013)		240,000	$	3,840
Common stock for services at $0.035 per share (November 2013)		350,000	$	12,250
Common stock for cash at $0.030 per share (December 2013)		123,500	$	3,705
Common stock for services at $0.032 per share (December 2013)		137,000	$	4,384
Common stock for cash at $0.010 per share (January 2014)		200,000	$	2,000
Common stock for cash at $0.011 per share (January 2014)		550,000	$	6,050
Common stock for cash at $0.020 per share (January 2014)		550,000	$	11,000
Common stock for services at $0.028 per share (January 2014)		550,000	$	15,400

Common stock issued for services is valued at its fair market value. These shares are not registered under Rule 506 of Regulation D, which is an exemption of Section 4(c) of the Securities Act of 1933.

Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is

within the Section 4(2)  exemption  by  satisfying  the  following standards:

The company cannot use general solicitation or advertising to market the securities;

The  company  may  sell  its  securities  to  an unlimited number of "accredited investors"  and  up  to  35 other purchases. Unlike Rule 505, all non-accredited investors,  either  alone  or  with  a  purchaser  representative,  must  be sophisticated-that  is,  they  must  have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks  of  the  prospective  investment;

Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides  information  to  accredited  investors,  it must make this information available  to  non-accredited  investors  as  well;

The company must be available to answer questions by prospective purchasers;

Financial  statement  requirements  are  the  same  as  for  Rule  505;  and

13

Purchasers receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them. While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the  names  and  addresses  of  the  company's  owners  and stock promoters, but contains  little  other  information  about  the  company.

ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

During the nine month period ended January 31, 2014, the Company was not in default on any of its indebtedness.

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

During the nine month period ended January 31, 2014, the Company submitted to a vote of security holders an amendment to the Articles of Incorporation to increase the amount of common stock authorized from 35,000,000 to 67,000,000 shares.  The amendment was passed.

ITEM  5.     OTHER  MATTERS

None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits  -
31		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
32		CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
	Reports on Form 8-K - The Company filed the following current reports on the Form 8-K on the following dates during the quarter ended January 31, 2014:
	On December 30, 2013, reporting a press release reporting design improvements and new product developments

14

 SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:

		MASS MEGAWATTS WIND POWER, INC.
Dated:	March 21, 2014	By:  /s/ Jonathan Ricker
		Chairman, Chief Executive Officer,
		Chief Financial Officer and
		Principal Accounting Officer
Dated:	March 21, 2014	By:  /s/ Gary Bedell
		Gary Bedell
		Director
Dated:	March 21, 2014	By:  /s/ Debra Kasputis
		Debra Kasputis
		Director

15

EX-31

EXHIBIT 31

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Ricker, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mass Megawatts Wind Power, Inc. (the  registrant);

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. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and 15d - 15(f)) for the registrant and have:

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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

Dated: 03/21 /14	/s/ Jonathan Ricker
	Jonathan Ricker
	Chief Executive Officer,
	Chief Financial Officer and
	Principal Accounting Officer

EX-32

EXHIBIT 32

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with  the  Quarterly Report on Form 10Q of Mass Megawatts Wind Power,  Inc.  (the  Company) for the period ended January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jonathon Ricker,  the  Principal  Financial  Officer  of  the  Company, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 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.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  03/21 /14	By:	/s/ Jonathan Ricker
		Jonathan Ricker
		Chief Executive Officer,
		Chief Financial Officer and
		Principal Accounting Officer

XML

4. STOCKHOLDERS' EQUITY

9 Months Ended

Jan. 31, 2014

Equity [Abstract]

4. STOCKHOLDERS' EQUITY

During the nine months ended January 31, 2014:

Mass Megawatts issued 4,292,000 shares of common stock to consultants for their services.  These shares were valued and recorded at fair value of $135,180 based on the quoted market price of our common stock on the date of each agreement.

Mass Megawatts sold 6,795,400 shares of common stock for cash of $138,586.

On January 29, 2014 the Company filed with the Commonwealth of Massachusetts to increase the authorized common shares from 35,000,000 to 38,500,000 shares.

XML

3. RELATED PARTY TRANSACTIONS

9 Months Ended

Jan. 31, 2014

Related Party Transactions [Abstract]

3. RELATED PARTY TRANSACTIONS

At January 31, 2014, Mass Megawatts owed $45,539 to the Company’s President, which consisted of amounts owed on personal credit cards for company expenditures of $36,458 and cash funds advanced of $9,081.

Funds advanced during the fiscal year are due on demand, bear no interest, and are unsecured.  Payments on stockholders credit cards are subject to the terms and conditions of the authorizing entities.

During the nine months ended January 31, 2014, the Company issued 150,000 common shares for proceeds of $4,500 and 20,000 common shares for services valued at $556 to its president.

XML

Balance Sheets (Unaudited) (USD $)	Jan. 31, 2014	Apr. 30, 2013
ASSETS
Cash	$ 619	$ 123
Prepaid expenses and other current assets	27,071	27,507
Total current assets	27,690	27,630
Fixed assets, net of accumulated depreciation of $38,123 and $36,168, respectively	2,652	4,607
Total Assets	30,342	32,237
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities	168,686	130,940
Due to stockholder	45,539	47,286
Total current liabilities	214,225	178,226
Stockholders' deficit:
Common stock; no par value; 35,000,000 shares authorized; 36,821,537 and 25,734,137 issued and outstanding, respectively	6,980,848	6,707,082
Additional paid in capital	12,569	12,569
Retained deficit	(7,177,300)	(6,865,640)
Total stockholders' deficit	(183,883)	(145,989)
Total liabilities and stockholders' deficit	$ 30,342	$ 32,237

XML

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jan. 31, 2014

Accounting Policies [Abstract]

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Mass Megawatts Wind Power, Inc. (“Mass Megawatts"), a Massachusetts corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts, Inc. changed its name in January 2001 to Mass Megawatts Power, Inc. Mass Megawatts Power, Inc. changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts' principal line of business is to develop its prototype wind energy production equipment and locate and adapt suitable operating facilities. It intends to build, patent, and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology. Mass Megawatts expects to sell the generated electricity to the power commodity exchange on the open market, initially in California. In September 2013, Mass Megawatts introduced a program to develop and market a new solar tracking technology.  The corporate headquarters is located in Worcester, Massachusetts.

The accompanying unaudited interim financial statements of Mass Megawatts Wind Power, Inc. have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Mass Megawatt’s Annual Financial Statements included herein on this Form 10-K filed with the SEC.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein.  The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended April 30, 2013 have been omitted.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Issued Accounting Pronouncements

Mass Megawatts does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

XML

2. GOING CONCERN

9 Months Ended

Jan. 31, 2014

Text Block [Abstract]

2. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $7,177,300 at January 31, 2014.  In addition, at January 31, 2014, Mass Megawatts is not generating sufficient revenue to fund its ongoing operations.  These conditions raise substantial doubt about Mass Megawatts' ability to continue as a going concern. Currently, management is soliciting additional equity investors through private placement offerings and is obtaining funding from Mass Megawatts' Chief Executive Officer to fund these losses; however, no assurance can be given as to the success of these efforts.

The financial statements of Mass Megawatts do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if Mass Megawatts is unable to continue as a going concern.

XML

Balance Sheets (Parenthetical) (USD $)	Jan. 31, 2014	Apr. 30, 2013
ASSETS
Fixed assets, accumulated depreciation	$ 38,123	$ 36,168
Stockholders' deficit:
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares issued	36,821,537	25,734,137
Common stock, shares outstanding	36,821,537	25,734,137

XML

Document and Entity Information	9 Months Ended
	Jan. 31, 2014	Mar. 21, 2014
Document And Entity Information
Entity Registrant Name	MASS MEGAWATTS WIND POWER INC
Entity Central Index Key	0001117228
Document Type	10-Q
Document Period End Date	Jan. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		36,821,537
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

XML

Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Jan. 31, 2014	Jan. 31, 2013	Jan. 31, 2014	Jan. 31, 2013
Operating expenses:
General and administrative	$ 88,233	$ 144,312	$ 276,374	$ 310,413
Loss on shares issued for compensation	6,424	0	23,959	3,600
Depreciation	651	969	1,955	2,907
Total operating expenses	95,308	145,281	302,288	316,920
Operating loss	(95,308)	(145,281)	(302,288)	(316,920)
Other expense:
Interest expense, net	(3,494)	(3,495)	(9,372)	(10,306)
Total other expense	(3,494)	(3,495)	(9,372)	(10,306)
Net Loss	$ (98,802)	$ (148,776)	$ (311,660)	$ (327,226)
Net loss per share - basic and diluted	$ 0.00	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average number of common shares - basic and diluted	35,040,809	22,309,533	31,231,243	19,507,125

XML

2. GOING CONCERN (Details Narrative) (USD $)	Jan. 31, 2014	Apr. 30, 2013
Notes to Financial Statements
Accumulated deficit	$ 7,177,300	$ 6,865,640

XML

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jan. 31, 2014

Accounting Policies [Abstract]

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Mass Megawatts does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

XML

3. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)

9 Months Ended

Jan. 31, 2014

Apr. 30, 2013

Related Party Transactions [Abstract]

Total due to comany's president

$ 45,539

$ 47,286

Transaction with Company President

The Company issued 150,000 common shares for proceeds of $4,500 and 20,000 common shares for services valued at $556 to its president.

XML

4. STOCKHOLDERS' EQUITY (Details Narrative) (USD $)	9 Months Ended
	Jan. 31, 2014
Notes to Financial Statements
Stock issued to consultants for their services, shares	4,292,000
Stock issued to consultants for their services, Amount	$ 135,180
Common stock issued for cash, Shares	6,795,400
Common stock issued for cash, Amount	$ 138,586

XML

Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
OPERATING ACTIVITIES
Net loss	$ (311,660)	$ (327,226)
Adjustments to reconcile net loss to net cash used by operating activities:
Shares issued for services	135,180	68,623
Depreciation	1,955	2,907
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	436	1,559
Accounts payable and accrued liabilities	37,746	26,941
Deferred revenue	0	0
Net cash used by operating activities	(136,343)	(227,196)
FINANCING ACTIVITIES
Proceeds from issuance of common stock	138,586	208,618
Proceeds from recovery of settlement	0	6,764
Net borrowings on shareholder credit cards	(126)	(2,957)
Borrowings on related party debt	129	17,548
Payments on related party debt	(1,750)	(23,000)
Net cash provided by financing activities	136,829	206,973
NET INCREASE (DECREASE) IN CASH	496	(20,223)
CASH AT BEGINNING OF PERIOD	123	41,484
CASH AT END OF PERIOD	619	21,261
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	9,372	10,306
Income tax paid	0	0
NON-CASH TRANSACTIONS
Shares issued for payment of related party debt	$ 0	$ 0

XML

5. SUBSEQUENT EVENTS	9 Months Ended
	Jan. 31, 2014
Subsequent Events [Abstract]
5. SUBSEQUENT EVENTS	-