MASS MEGAWATTS WIND POWER INC - FORM 10-Q

Attached files

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EX-31 - EXHIBIT 31 - MASS MEGAWATTS WIND POWER INC	ex31.htm
EX-32 - EXHIBIT 32 - MASS MEGAWATTS WIND POWER INC	ex32.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended October 31, 2009

£ 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 T No £

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 T No £

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

Large accelerated filer £

Accelerated filer £

£ Non-accelerated filer

T Smaller reporting company

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

There were 7,457,349 shares of the Registrant's no par value common stock outstanding as of December 16, 2009.

Mass Megawatts Wind Power, Inc.

(A Development Stage Enterprise)

CONTENTS

Part I - Financial Information

	Item 1.	Financial Statements	1

	Item 2.	Management's Discussion & Analysis and Plan of Operation	9

	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	13

	Item 4.	Controls and Procedures	13


Part II - Other Information

	Item 1.	Legal Proceedings	14

	Item 2.	Changes in Securities	14

	Item 3.	Defaults on Senior Securities	15

	Item 4.	Submission of Matters to a Vote of Security Holders	15

	Item 5.	Other Matters	15

	Item 6.	Exhibits and Reports on Form 8-K	15

Signatures			16

Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONTENTS

Financial Statements:

Balance Sheets as of October 31, 2009, and April 30, 2009 (Unaudited)	2

Statements of Operations for the Three and Six Months Ended October 31, 2009 and 2008 (Unaudited) and for the Period May 27, 1997 (Date of Inception) to October 31, 2009 (Unaudited)	3

Statements of Cash Flows for the Six Months Ended October 31, 2009 and 2008 (Unaudited) and for the Period May 27, 1997 (Date of Inception) to October 31, 2009 (Unaudited)	4

Notes to Unaudited Financial Statements	5

Contents

PART I - FINANCIAL INFORMATION

Mass Megawatts Wind Power, Inc.

(A Development Stage Company)

Balance Sheets

(Unaudited)

	October 31, 2009			April 30, 2009

Current Assets
Cash	$	54,303		$	83,151
Contracts receivable		25,115			25,115
Prepaid expenses and other current assets		17,723			20,847
Costs in excess of billings on uncompleted contracts		8,251			8,251
Total current assets		105,392			137,364

Fixed assets, net of accumulated depreciation of $26,195 and $25,191, respectively		4,617			5,621
Total assets	$	110,009		$	142,985

Current liabilities:
Accounts payable and accrued liabilities	$	69,755		$	101,991
Provision for loss on contract		42,333			73,329
Due to stockholder		60,601			102,769
Deferred income		11,072			11,072
Total current liabilities		183,761			289,161

Stockholders’ deficit:
Common stock; no par value; 12,000,000 shares authorized; 7,457,349 issued and outstanding at October 31, 2009; 7,000,000 authorized; 6,765,676 issued and outstanding at April 30, 2009		5,162,418			4,776,899
Deficit accumulated during development stage		(5,236,170	)		(4,923,075	)
Total stockholders' deficit		(73,752	)		(146,176	)
Total liabilities and stockholders’ deficit	$	110,009		$	142,985

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

Contents

Mass Megawatts Wind Power, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended						May 27, 1997 Inception through
	October 31,						October 31,						October 31,
	2009			2008			2009			2008			2009

Contract revenues earned	$	-		$	-		$	-		$	-		$	51,739
Direct contracting costs		28,766			-			28,766			-			490,112
Contracting loss		(28,766	)		-			(28,766	)		-			(438,373	)

Operating expenses:
General and administrative		149,943			89,515			278,118			359,438			4,696,026
Depreciation		502			502			1,004			1,004			26,195
Total operating costs		150,445			90,017			279,122			360,442			4,722,221

Operating loss		(179,211	)		(90,017	)		(307,888	)		(360,442	)		(5,160,594	)

Other income (expense):
Interest expense		(2,350	)		(655	)		(5,283	)		(4,030	)		(80,153	)
Interest income		24			188			76			506			4,577
Total other expense		(2,326	)		(467	)		(5,207	)		(3,524	)		(75,576	)

Net loss	$	(181,537	)	$	(90,484	)	$	(313,095	)	$	(363,966	)	$	(5,236,170	)

Net loss per share - basic and diluted	$	(0.03	)	$	(0.02	)	$	(0.04	)	$	(0.07	)

Weighted average number of common shares - basic and diluted		7,217,033			5,798,921			7,047,140			5,435,766

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

Contents

Mass Megawatts Wind Power, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	Three Months Ended						May 27, 1997 (Inception) Through
	October 31,						July 31,
	2009			2008			2009
OPERATING ACTIVITIES
Net loss	$	(313,095	)	$	(363,966	)	$	(5,236,170	)
Adjustments to reconcile net loss to net cash used by operating activities
Shares issued for services		39,389			131,814			1,567,134
Depreciation		1,004			1,004			26,195
Interest imputed on stockholder advances		1,664			101			31,573
Changes in:
Contracts receivable		-			-			(25,115	)
Prepaid expenses and other current assets		3,124			(129,366	)		(17,723	)
Provision for loss on contract		(30,996	)		-			42,333
Costs and estimated earnings in excess of billings		-			-			(8,251	)
Accounts payable and accrued liabilities		(32,236	)		(62,623	)		167,317
Deferred revenue		-			-			11,072
Customer deposits		-			-			4,192
Net cash used in operating activities		(331,146	)		(423,036	)		(3,437,443	)

INVESTING ACTIVITIES
Purchase of fixed assets		-			-			(13,712	)
Net cash used in investing activities		-			-			(13,712	)

FINANCING ACTIVITIES
Proceeds from issuance of common stock		344,466			452,031			3,505,870
Borrowings on related party debt		73,648			22,100			785,233
Payments on related party debt		(115,816	)		(42,442	)		(785,645	)
Net cash provided by financing activities		302,298			431,689			3,505,458

NET INCREASE (DECREASE) IN CASH		(28,848	)		8,653			54,303
CASH AT BEGINNING OF PERIOD		83,151			153			-
CASH AT END OF PERIOD	$	54,303		$	8,806		$	54,303

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid		3,619			4,030
Income tax paid		-			-

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

Contents

Mass Megawatts Wind Power, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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 changed its name in January 2001 to Mass Megawatts Power, Inc. and has been in the development stage since its incorporation. Mass Megawatts 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. 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 S-1 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, 2009 have been omitted.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Contents

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 – CONTRACTS RECEIVABLE

	October 31,
	2009		2008
Contracts in progress:
Current accounts receivable	$	25,115	$	-
Retentions		11,550		-
Total	$	36,665	$	-

NOTE 3 – COSTS AND BILLINGS ON UNCOMPLETED CONTRACTS

Information with respect to uncompleted contracts is summarized below.

During the six months ended October 31, 2009, the Company anticipated a loss on an uncompleted contract and recorded a provision of $28,766, which is recorded as direct contracting costs. During the year ended April 30, 2009, the Company recorded loss provisions totaling $410,250 on uncompleted contracts.

	October 31,
	2009			2008

Costs incurred on uncompleted contracts	$	570,433		$	-
Estimated losses		(439,016	)		-
		131,417			-
Less progress billings to date		165,499			-
	$	(34,082	)	$	-

Included in accompanying balance sheets under the following captions:
Costs in excess of billings on uncompleted contracts	$	8,251		$	-
Provision for loss on contract		(42,333	)		-
	$	(34,082	)	$	-

Contents

NOTE 4 - 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 $5,236,170 at October 31, 2009. In addition, at October 31, 2009, Mass Megawatts had a working capital deficit of $78,369. 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.

NOTE 5 - RELATED PARTY TRANSACTIONS

At October 31, 2009, Mass Megawatts owed $60,601 to certain stockholders, which consisted of net funds advanced of $31,323 and amounts owed on personal credit cards for company expenditures of $29,278.

The funds advanced are due on demand, bear no interest and are unsecured. Imputed interest expense of 8% was recorded during the six months ended October 31, 2009 and 2008 and treated as a contribution to capital. Payments on stockholders credit cards are subject to the terms and conditions of the authorizing entities.

Pursuant to a Licensing Agreement dated June 21, 2000, Mass Megawatts was granted an exclusive sublicense to market, within a limited territory, the MultiAxis Turbosystem (MAT) and associated technology relative to wind velocity augmentation which is the ability to use external walls or structure to enhance the flow of air velocity for increasing power output. The MAT is comprised of certain products and technology covered by eight applications for United States Letters Patented by Jonathan Ricker. Mr. Ricker is the owner of the patent rights of the licensed technology to Windstorm International. He is also the Chairman and Chief Executive Officer of Mass Megawatts.

The Company must pay a royalty fee to Mr. Ricker of two percent of the net sales for the life of the patent of each product being licensed.

The limited territory is defined as: Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. Mass Megawatts must pay a royalty fee to Mr. Ricker based on two percent of the net sales of Mass Megawatts for the life of the patent of each product being licensed pursuant to the sublicensing agreement. The sub-licensor is Windstorm International of Putnam, CT who received a license agreement from Mr. Ricker.

Several of the patents have filed Patent Cooperation Treaty Applications and National Phase patents in many nations and all major countries have been granted and currently active during Year 2009.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been received had comparable transactions been entered into with independent party.

Contents

NOTE 6 – CUSTOMER DEPOSITS

During the first quarter of fiscal 2010, Mass Megawatts received $50,000 from a third party as a deposit on construction of a wind power plant. Construction on this project was started during late August 2009. The construction was completed as of October 31, 2009, and the project is undergoing final testing before the interconnection with the grid.

NOTE 7 – STOCKHOLDERS’ EQUITY

During the six months ended October 31, 2009:

- Mass Megawatts issued 36,825 shares of common stock to consultants for their services. These shares were valued and recorded at fair value of $39,389.

- Mass Megawatts sold 654,848 shares of common stock for cash of $344,466.

NOTE 8 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date of this filing and nothing significant was noted.

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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 OCTOBER 31, 2009 AS COMPARED TO THE

PERIOD ENDED OCTOBER 31, 2008:

The Company incurred net losses of $313,095 for the six months ended October 31, 2009 and $363,966 for the six months ended October 31, 2008. The losses are related mostly to the professional fees and development of a prototype, including engineering work. Other costs include development of site locations for projects, as well as administrative expenses.

Liquidity and Capital Resources

We had total assets of $110,009 as of October 31, 2009, which consisted of cash of $54,303, contracts receivable of $25,115, costs in excess of billings on uncompleted contracts of $8,251, prepaid expenses and other current assets of $17,723, and fixed assets net of accumulated depreciation of $4,617.

We had total liabilities of $183,761 as of October 31, 2009, consisting of accounts payable and accrued liabilities of $69,755, provision for loss on contract of $42,333, loans and advances provided by shareholders of $60,601, and deferred income of $11,072.

We have incurred net losses since inception and had at accumulated deficit of $5,236,170 at October 31, 2009.

Net cash used in operating activities was $331,146 for the six months ended October 31, 2009. We had a net loss of $313,095 including non-cash items of $39,389 related to stock issued for services, $1,004 of depreciation and imputed interest of $1,664.

Net cash provided by financing activities was $302,298 for the six months ended October 31, 2009, including $344,466 in proceeds from the sale of stock.

We had no outstanding cash commitments as of October 31, 2009.

Contents

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 2010 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 $344,000 for the six months ended October 31, 2009. The Company has dedicated approximately $106,000 of this money to be used to upgrade existing prototypes costs in excess of billings on current projects to be utilized for manufacturing. The Company has also spent approximately $238,000 for administration, working capital, marketing, and advertising.

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, 2009 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. Mass Megawatts plans to continue to pursue additional equity financing to provide funds for operations.

The Company also expects to generate sales in fiscal 2010 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. In April of 2009 the Company entered into two separate agreements to sell wind power projects for a total of $2.1 million. Without additional future sales, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has nine 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 MMGW and can be found on the Over-The-Counter Bulletin Board, more commonly described as OTC-BB: MMGW.

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

Six Months Ended October 31, 2009 compared to the Six Months Ended October 31, 2008

The net loss for the six months ended October 31, 2009 (“2009 Period”) was $313,095 compared to a net loss of $363,966 for the six months ended October 31, 2008 (“2008 Period”), a decrease of $50,871. This decrease in net loss is primarily attributable to a decrease of $81,320 in general and administrative expenses offset by an increase of $28,766 anticipated losses on uncompleted contracts.

Contents

Our operating expenses were $279,122 for the 2009 Period compared to operating expenses of $360,442 for the 2008 period, a decrease of $81,320. This decrease in net loss is primarily attributable to a decrease in common stock issued as compensation for consulting services.

Three Months Ended October 31, 2009 compared to the Three Months Ended October 31, 2008

The net loss for the three months ended October 31, 2009 (“2009 Period”) was $181,537 compared to a net loss of $90,484 for the three months ended October 31, 2008 (“2008 Period”), an increase of $91,053. This increase in net loss is primarily attributable to an increase of $60,428 in general and administrative expenses and an increase of $28,766 anticipated losses on uncompleted contracts.

Our operating expenses were $150,445 for the 2009 Period compared to operating expenses of $90,017 for the 2008 period, an increase of $60,428. This increase in net loss is primarily attributable to an increase in travel and consulting costs of $37,612 related to construction in progress; issuance of common stock for services recorded at their fair value of $27,039; an increase of $11,442 in prototype development and other general and administrative costs; these increases were offset by a reduction in marketing costs of $15,666.

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.

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.

Contents

EMPLOYEES

As of October 31, 2009, 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 six month period ended October 31, 2009, 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.

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.

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our financial statements.

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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.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our chief executive officer and chief financial officer at the end of the period covered by this Report, conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work performed by our Chief Financial Officer and lack of segregation of duties. In the preparation of audited financial statements, footnotes and financial data all of our financial reporting is carried out by our Chief Financial Officer, and we do not have an independent audit committee to monitor or review the work performed. The lack of segregation of duties results from lack of accounting staff with accounting technical expertise necessary for an effective system of internal control. In order to mitigate this material weakness to the fullest extent possible, all financial reports are monitored and reviewed by the Chief Executive Officer. All unexpected results are investigated. We currently hire accounting consultants to assist in implementing additional procedures for the monitoring and review of work performed by our chief financial officer.

In the future, the Company intends to hire additional management and accounting staff which can develop and implement a system to strengthen its internal controls over financial reporting.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

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There have been no changes in the Company’s internal control over financial reporting during the six months ended October 31, 2009 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

During the three months ended October 31, 2009, the Company issued the followingshares of stock:

	Shares		Amount
Common stock for cash at $0.56 per share (August 2009)		40,000	$	22,400
Common stock for cash at $0.65 per share (August 2009)		21,500	$	13,975
Common stock for cash at $0.70 per share (August 2009)		27,500	$	19,250
Common stock for cash at $0.42 per share (September 2009)		45,000	$	18,900
Common stock for cash at $0.45 per share (September 2009)		10,000	$	4,500
Common stock for cash at $0.30 per share (October 2009)		40,000	$	12,000
Common stock for cash at $0.34 per share (October 2009)		15,000	$	5,100
Common stock for cash at $0.40 per share (October 2009)		170,000	$	68,000
Common stock for cash at $0.43 per share (October 2009)		12,000	$	5,160
Common stock for services at $1.09 per share (August 2009)		9,500	$	10,355
Common stock for services at $1.00 per share (September 2009)		4,500	$	4,500
Common stock for services at $0.95 per share (September 2009)		12,825	$	12,184

The 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;

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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

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 six month period ended October 31, 2009, the Company was not in

default on any of its indebtedness.

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

During the six month period ended October 31, 2009, the Company submitted to a vote of security holders , an amendment to the Articles of Incorporation to increase of common stock authorized from 7,000,000 to 12,000,000. 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

(b) Reports on Form 8-K - The Company filed a Form 8-K on July 31, 2009, reporting a press release announcing certain financial results for the fiscal year ended April 30, 2009. Additionally, the Company filed a Form 8-K on September 18, 2009, reporting a press release announcing certain financial results for the fiscal quarter ended July 31, 2009.

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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: 12/17/09		By: /s/ Jonathan Ricker
		Chairman, Chief Executive Officer,
		Chief Financial Officer and
		Principal Accounting Officer


Dated: 12/17/09		By: /s/ Gary Bedell
		Gary Bedell
		Director


Dated: 12/17/09		By: /s/ Debra Kasputis
		Debra Kasputis
		Director

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