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 endedJanuary 31, 2011





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.  Yesx    Noo





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.      Yesx    Noo





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 filero

Accelerated filero

o Non-accelerated filer

x Smaller reporting company




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of theExchange Act).   Yeso   Nox




There were 9,712,561 shares of the Registrant's no par value common stock outstanding as of  March 15, 2011.










MassMegawatts Wind Power, Inc.





CONTENTS





Part  I - Financial InformationItem  1.
Financial  Statements
1Item  2.
Management's Discussion & Analysis and Plan of Operation
6Item  3.
Quantitative and Qualitative Disclosures about Market Risks
9Item  4.
Controls  and  Procedures
9Part  II - Other InformationItem  1.
Legal Proceedings
10Item  2.
Changes in Securities
10Item  3.
Defaults on Senior Securities
11Item  4.
Submission of Matters to a Vote of Security Holders
11Item  5.
Other Matters
11Item  6.
Exhibits and Reports on Form 8-K
11Signatures
12


Table of Contents


PART  I - FINANCIAL INFORMATION





ITEM  1.    FINANCIAL STATEMENTS





CONTENTS





Financial  Statements:





Balance Sheets as of January 31, 2011, and April 30, 2010 (Unaudited)
1Statements of Operations for the Three and Nine  Months Ended January 31, 2011 and 2010 (Unaudited)
2Statements of Cash Flows for the Nine Months Ended January 31, 2011 and 2010 (Unaudited)
3Notes to Unaudited Financial Statements
4


Table of Contents


PARTI  -  FINANCIAL  INFORMATION





Mass Megawatts Wind Power, Inc.


Balance Sheets


(Unaudited)





January 31,


April 30,2011


2010ASSETSCurrent Assets:Cash

$
27,906


$
165,706Prepaid expenses and other current assets


7,133



4,145Total current assets


35,039



169,851Fixed assets, net of accumulated depreciation of $28,920 and $27,221, respectively


3,182



4,881Total Assets

$
38,221


$
174,732LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable and accrued liabilities

$
5,901


$
10,470Due to stockholder


9,693



1,334Deferred income


11,072



11,072Total current liabilities


26,666



22,876Stockholders' Equity:Common stock; no par value; 12,000,000 shares authorized;  9,712,561 and 8,911,755 issued and outstanding, respectively5,934,030



5,719,416Retained deficit


(5,922,475
)


(5,567,560
)Total stockholders' equity


11,555



151,856Total Liabilities and Stockholders' Equity

$
38,221


$
174,732





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


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Mass Megawatts Wind Power, Inc.


Statements of Operations


(Unaudited)





Three Months Ended


Nine Months EndedJanuary 31,


January 31,2011


2010


2011


2010Contract revenues earned

$
-


$
-


$
-


$
-Direct contracting costs


-



6,535



-



35,301Contracting loss


-



(6,535
)


-



(35,301
)Operating expenses:General and administrative


79,873



88,222



353,188



366,340Depreciation


565



502



1,699



1,506Total operating costs


80,438



88,724



354,887



367,846Operating loss


(80,438
)


(95,259
)


(354,887
)


(403,147
)Other income (expense):Interest expense


-



(2,591
)


(243
)


(7,874
)Gain on sale of assets


-



900



-



900Interest income


24



15



215



91Total other income (expense)


24



(1,676
)


(28
)


(6,883
)Net Loss

$
(80,414
)

$
(96,935
)

$
(354,915
)

$
(410,030
)Net loss per share - basic and diluted

$
(0.01
)

$
(0.01
)

$
(0.04
)

$
(0.06
)Weighted average number of common shares - basic and diluted


9,712,462



7,746,493



9,424,396



7,280,257





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


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Mass Megawatts Wind Power, Inc.


Statements of Cash Flows


(Unaudited)





Nine Months EndedJanuary 31,2011


2010OPERATING ACTIVITIESNet loss

$
(354,915
)

$
(410,030
)Adjustments to reconcile net loss to net cash used in operating activities:Shares issued for services


8,284



44,622Depreciation


1,699



1,506Gain on sale of fixed assets


-



(900
)Interest imputed on stockholder advances


-



2,295Changes in:Prepaid expenses and other current assets


(2,988
)


4,881Provision for loss on contract


-



(73,329
)Costs and estimated earnings in excess of billings


-



8,251Accounts payable and accrued liabilities


(4,569
)


(71,404
)Net cash usedin operating activities


(352,489
)


(494,108
)INVESTING ACTIVITIESProceeds from sale of fixed assets


-



900Net cash provided by investing activities


-



900FINANCING ACTIVITIESProceeds from issuance of common stock


206,330



527,668Net borrowings on shareholder credit cards


8,359



(7,837
)Net payments on related party debt


-



(35,000
)Net cash provided by financing activities


214,689



484,831NET DECREASE IN CASH


(137,800
)


(8,377
)CASH AT BEGINNING OF PERIOD


165,706



83,151CASH AT END OF PERIOD

$
27,906


$
74,774SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Interest paid

$
243


$
5,578Income tax paid


-



-





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


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Mass Megawatts Wind Power, Inc.


Notes to 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. 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, 2010 have been omitted.




Reclassifications





Certain prior period amounts have been reclassified to conform to current period 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 $5,922,475 at January 31, 2011.  In addition, at January 31, 2011, 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.


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NOTE 3 - RELATED PARTY TRANSACTIONS





At January 31, 2011, Mass Megawatts owed $9,693 to the Company’s President, which consisted of amounts owed on personal credit cards for company expenditures.





Payments on stockholder credit cards are subject to the terms and conditions of the authorizing entities.  Credit card payments are usually  paid in full  for the amounts owed to the credit card companies .




NOTE 4 -  STOCKHOLDERS’ EQUITY





During the Nine months ended January 31, 2011:





Mass Megawatts issued 24,500 shares of common stock to consultants for their services.  These shares were valued and recorded at fair value of $8,284.





Mass Megawatts sold 776,306 shares of common stock for cash of $206,330.


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ITEM2.    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, 2011 AS COMPARED TO THE


PERIOD ENDED JANUARY 31, 2010:





The Company shows a loss of $354,915 for the Nine months ended January 31, 2011 and $410,030 for the Nine months ended January 31, 2010. 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 $38,221 as of January 31, 2011, which consisted of cash of $27,906, prepaid expenses and other current assets of $7,133, and fixed assets net of accumulated depreciation of $3,182.





We had total liabilities of $26,666 as of January 31, 2011, consisting of accounts payable and accrued liabilities of $5,901, loans and advances provided by director of $9,693, and deferred income of $11,072.





We have incurred net losses since inception and had at accumulated deficit of $5,922,475 at January 31, 2011.





Net cash used in operating activities was $352,489 for the Nine months ended January 31, 2011.  We had a net loss of $354,915 including non-cash items of $8,284 of shares issued for services and $1,699 of depreciation.





Net cash provided by financing activities was $214,689 for the Nine months ended January 31, 2011, including $206,330 in proceeds from the sale of stock.





We had no outstanding cash commitments as of January 31, 2011.





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 2011 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 $206,330 for the Nine months ended January 31, 2011. The Company has dedicated approximately $ 92,600 of this money to be used to upgrade existing prototypes costs in excess of billings on current projects to be utilized for manufacturing and to research zoning and planning requirements for future projects. The Company has also spent approximately $113,730 for administration, working capital, marketing, and advertising.


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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, 2010 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 2011 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 ten 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 can be found on the Over-The-Counter Bulletin Board, more commonly described as OTC-BB: MMMW.  Mass Megawatts is a full compliance SEC reporting company.





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, 2011 compared to the Nine Months Ended January 31, 2010





The net loss for the Nine months ended January 31, 2011 (“2010 Period”) was $354,915 compared to a net loss of $410,030 for the Nine months ended January 31, 2010 (“2009 Period”), a decrease of $55,115.  This decrease in net loss is primarily attributable to decreases of $35,301 in anticipated losses on uncompleted contracts, $12,959 in general and administrative expenses, and $6,855 in other expense.





Our operating expenses were $354,887 for the 2010 Period compared to $367,846 for the 2009 Period, a decrease of $12,959.  This decrease in net loss is primarily attributable to a decrease in overhead costs related to construction in progress.





Three Months Ended January 31, 2011 compared to the Three Months Ended January 31, 2010





The net loss for the three months ended January 31, 2010 (“2010 Period”) was $80,414 compared to a net loss of $96,935 for the three months ended January 31, 2010 (“2009 Period”), a decrease of $16,521.  This decrease in net loss is primarily attributable to decreases of $6,535 in anticipated losses on uncompleted contracts, $8,281 in general and administrative expenses and $1,705 in other expenses.





Our operating expenses were $80,438 for the 2010 Period compared to operating expenses of $88,724 for the 2009 period, a decrease of $8,286.  This decrease in net loss is primarily attributable to a $5,233 decrease in shares issued for consulting services or planning future projects and $3,053 in other general and administrative expenses.




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.


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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, 2011, 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, 2011, 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.


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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.





Item3.  Quantitative and Qualitative Disclosures about Market Risks





Not applicable





Item4.  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, 2011 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.


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PARTII  -  OTHER  INFORMATION





ITEM  1.     LEGAL  PROCEEDINGS





None





ITEM2.     CHANGES  IN  SECURITIES





During the three months ended January 31, 2011, the Company issued the following shares  of  stock:





Shares


AmountCommon stock for services at $0.33 per share (November 2010)


4,500


$
1,484




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 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.


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ITEM3.     DEFAULTS  ON  SENIOR  SECURITIES





During the Nine month period ended January 31, 2011, the Company was not in default on any of its indebtedness.





ITEM4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS





During the Nine month period ended January 31, 2011, the Company did not submit any matters to a vote of security holders.





ITEM5.     OTHER  MATTERS





None.





ITEM6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K





(a)
Exhibits  -


31CERTIFICATION 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




32CERTIFICATION 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, 2011:





On November 15, 2010 disclosing invalid stock ticker symbol used on major web sites listing stock quotes


On December 15, 2010 reporting a press release announcing certain financial results for the fiscal quarter ended October 31, 2010


On December 21, 2010 disclosing tax package legislation


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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:
03/15/11
By:  /s/ Jonathan RickerChairman, Chief Executive Officer,Chief Financial Officer andPrincipal Accounting OfficerDated:
03/15/11
By:  /s/ Gary BedellGary BedellDirectorDated:
03/15/11
By:  /s/ Debra KasputisDebra KasputisDirector






12