10-Q 1 form10q.txt MASS MEGAWATTS 10-Q 7-31-2008 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 JULY 31, 2008 [ ] 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 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 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 SECURITIES 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. X YES NO --- --- INDICATE BY CHECK MARK WHETHER OR NOT THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY. SEE THE DEFINITIONS 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 X SMALLER REPORTING COMPANY THERE WERE 5,793,109 SHARES OF THE REGISTRANT'S NO PAR VALUE COMMON STOCK OUTSTANDING AS OF JULY 31, 2008 TRANSITIONAL SMALL BUSINESS FORMAT (CHECK ONE) YES NO X --- --- MASS MEGAWATTS WIND POWER, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONTENTS PART I - FINANCIAL INFORMATION ------------------------------- ITEM 1. FINANCIAL STATEMENTS ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS AND PLAN OF OPERATION ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS ITEM 4. CONTROLS AND PROCEDURES PART II - OTHER INFORMATION ---------------------------- ITEM 1. LEGAL PROCEEDINGS ITEM 2. CHANGES IN SECURITIES ITEM 3. DEFAULTS ON SENIOR SECURITIES ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ITEM 5. OTHER MATTERS ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K SIGNATURES ---------- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONTENTS FINANCIAL STATEMENTS: BALANCE SHEETS AS OF JULY 31, 2008, AND APRIL 30, 2008 (UNAUDITED) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2008 AND 2007 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997(DATE OF INCEPTION) TO JULY 31, 2008 (UNAUDITED) STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JULY 31, 2008 AND 2007 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO JULY 31, 2008 (UNAUDITED) NOTES TO UNAUDITED FINANCIAL STATEMENTS

MASS MEGAWATTS WIND POWER, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS JULY 31, 2008 AND APRIL 30, 2008 (UNAUDITED) July 31, 2008 April 30, 2008 ASSETS Current assets: Cash $ 160,395 $ 153 Prepaid expenses 1,066 803 --------------------------------- Total current assets 161,461 956 --------------------------------- Fixed assets, net of accumulated depreciation of $23,685 7,127 7,629 Other assets 43,104 565 --------------------------------- Total assets $ 211,692 $ 9,150 ================================= LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY Current liabilities: Accounts payable and accrued liabilities $ 27,247 $ 26,051 Credit cards payable 27,170 82,488 Due to stockholder - 42,442 --------------------------------- Total current liabilities 54,417 150,981 --------------------------------- Stockholders' (deficit)/equity: Common stock; no par value; 7,000,000 shares authorized; 5,793,109 issued and outstanding at July 31, 2008; 5,000,000 authorized; 4,989,394 issued and outstanding at April 30, 2008 4,270,817 3,698,228 Deficit accumulated during development stage (4,113,542) (3,840,059) --------------------------------- Total stockholders' (deficit)/equity 157,275 (141,831) --------------------------------- --------------------------------- Total liabilities and stockholders' (deficit)/equity $ 211,692 $ 9,150 =================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL STATEMENTS. 1

MASS MEGAWATTS WIND POWER, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS (UNAUDITED) May 27, 1997 (Date of Three Months Ended Inception) July 31, to July 31, 2008 2007 2008 ----------------------------- -------------- Revenues $ - $ 15,728 $ 27,008 Cost of goods sold - 14,521 23,942 ----------------------------- -------------- Gross profit - 1,207 3,066 ----------------------------- -------------- Operating expenses: General and administrative 269,925 54,274 4,027,406 Depreciation 502 502 23,685 ----------------------------- -------------- Total operating expenses 270,427 54,776 4,051,091 ----------------------------- -------------- Operating loss (270,427) (53,569) (4,048,025) Other expenses (income) Interest expense 3,375 4,790 69,772 Interest income (319) (6) (4,255) ----------------------------- -------------- Total other expense 3,056 4,784 65,517 ----------------------------- -------------- Net loss $ ( 273,483) $ (58,353) $ (4,113,542) ============================= ============== Net loss per share (0.05) (0.01) Weighted average number of common shares 5,076,453 4,098,146

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL STATEMENTS. 2

MASS MEGAWATTS WIND POWER, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS (UNAUDITED) May 27, 1997 (Date of Three Months Ended Inception) July 31, to July 31, 2008 2007 2008 --------------------------- -------------- OPERATING ACTIVITIES: Net loss $ (273,483) $(58,353) $ (4,113,542) -------------- --------- -------------- Adjustments to reconcile net loss to net cash used by operating activities: Shares issued for services 125,807 8,355 1,419,363 Depreciation 502 502 23,685 Interest imputed on stockholder advances - 911 28,249 Change in: Prepaid expenses and other assets (42,802) 10,090 (44,170) Accounts payable and accrued liabilities (54,121) (11,670) 90,966 Customer deposit - - 4,192 -------------- --------- -------------- Net cash used in operating activities (244,097) (50,165) (2,591,257) -------------- --------- -------------- INVESTING ACTIVITIES: Purchase of fixed assets - - (13,712) -------------- --------- -------------- FINANCING ACTIVITIES: Proceeds from issuance of common stock 446,781 56,657 2,765,364 Borrowings on related party debt - 6,000 473,396 Payments on related party debt (42,442) - (473,396) -------------- --------- -------------- Net cash provided by financing activities 404,339 62,657 2,765,364 -------------- --------- -------------- NET INCREASE (DECREASE) IN CASH 160,242 12,492 160,395 CASH AT BEGINNING OF PERIOD 153 16,108 - -------------- --------- -------------- CASH AT END OF PERIOD $ 160,395 $ 28,600 $ 160,395 ============== ========= ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 3,375 $ 3,879 Income tax paid - - NON-CASH TRANSACTIONS: Common stock issued for accounts payable $ - $ - Common stock issued to purchase fixed assets - - THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL STATEMENTS. 3 Mass Megawatts Wind Power, Inc. (A Development Stage Enterprise) Notes to Financial Statements (unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Mass Megawatts Wind Power, Inc. (Mass Megawatts) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Mass Megawatt's Annual Financial Statements filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended April 30, 2008, as reported in the Form 10-KSB, have been omitted. 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 at July 31, 2008. In addition, at July 31, 2008, Mass Megawatts is not generating sufficient revenue to fund its ongoing operations. These conditions are due to Mass Megawatts continuing to spend money for the development of the product that is not currently ready for sale and raises 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 3 - EQUITY During the three months ended July 31,2008: - Mass Megawatts issued 74,442 shares of common stock to consultants for their services. The shares were recorded at fair value of $125,807. - Mass Megawatts sold 729,273 shares of common stock for cash of $446,781. 4 PART I - FINANCIAL INFORMATION 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," "WILL," "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. 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 2008 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of the Company. RESULTS OF OPERATIONS FOR THE PERIOD ENDED JULY 31, 2008 AS COMPARED TO THE PERIOD ENDED JULY 31, 2007: The Company shows a loss for the three months ended July 31, 2008 and the period May 27, 1999 (date of inception) to July 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 future projects, as well as administrative expenses. LIQUIDITY AND CAPITAL RESOURCES: Although no assurance can be given, the Company has begun to market its new wind system for sale and has sold its first product in the first and second fiscal quarters of 2007. Without additional sales, there is substantial doubt about the Company's ability to continue as a going concern. The Company has had minimal revenues related to the sale of wind power equipment since its inception, but raised funds recently. Specifically, the Company raised capital with a private placement memorandum under Regulation D, Rule 506, selling shares of its common stock to raise $446,000. The Company has dedicated approximately $200,000 of this money to be used to develop a prototype to be utilized for manufacturing. The Company also anticipates that approximately $40,000 will be used toward the test and data analysis and approximately $60,000 will be used for administration, working capital, marketing, and advertising. The Company has only seven years of operating results, with minimal revenue from operations, and much uncertainty exists about the Company's future as a result of the lack of operating revenues 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 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 negative impact for the industry as a whole. However, restructuring can present more advantages and opportunities for the Company's very competitive product in competing vigorously in the new marketplace. OPERATION SUMMARY 5 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. EMPLOYEES As of July 31, 2008, the Company had no employees. Jonathan Ricker is an executive officer, and is not considered an employee. The Company does hire consultants and other employees, as necessary throughout the year. During the three month period ended July 31, 2008, there were no employees hired 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 In the long term, the Company plans the simplest method of market penetration It is selling directly to the electric utilities. The Company plans to avoid difficulties of evaluating wind resources, obtaining sites, 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, Mass Megawatts had 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. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. 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 6 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 whom 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 most significant judgments and estimates used in preparation of our financial statements. Research and development costs are charged to operations when incurred and are included in operating expenses. Mass Megawatts Wind Power does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow. Item 3. Quantitative and Qualitative Disclosures about Market Risks Not applicable Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, which is the same person, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of January 31, 2008. Based on this evaluation, our principal executive officer and principal accounting officer concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission ("SEC") reports due to the Company's limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the audit process, management believes that the financial statements and other information presented herewith are materially correct. Changes in Internal Control Over Financial Reporting There has been no change in the Company's internal control over financial reporting during the three months ended July 31, 2008 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 July 31, 2008, the Company issued the following shares of stock:

Shares Amount ------- -------- Common stock for cash at $0.20 per share (July 2008) 81,000 $ 16,200 Common stock for cash at $0.25 per share (July 2008) 10,000 $ 2,500 Common stock for cash at $1.05 per share (July 2008) 214,301 $225,016 Common stock for cash at $0.70 per share (July 2008) 130,872 $ 91,610 Common stock for cash at $0.40 per share (July 2008) 40,000 $ 16,000 Common stock for cash at $0.55 per share (July 2008) 78,100 $ 42,955 Common stock for cash at $0.30 per share (July 2008) 175,000 $ 52,500 Common stock for services at $1.69 per share (July 2008) 74,442 $125,807

7 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; 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 three month period ended July 31, 2008, the Company was not in default on any of its indebtedness. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the three month period ended July 31, 2008, the Company did not submit any matters to a vote of security holders. 8 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 10-K - The Company filed a Form 10-K on July 30, 2008, reporting a press release announcing certain financial results for the fiscal year ended April 30, 2008. 9 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: 09/22/08 By: /s/ Jonathan Ricker -------------- ------------------------------------- Chairman, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer Dated: 09/22/08 By: /s/ Deborah Kasputis -------------- ------------------------------------- Deborah Kasputis Director Dated: 09/22/08 By: /s/ Gary Bedell -------------- ------------------------------------- Gary Bedell Director