UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

January 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ____________ to ______________

Commission

file number: 000-32465

MassMegawatts Wind Power, Inc.

(Name of registrant as specified in its charter)

Massachusetts	04-3402789
(State<br> or other jurisdiction<br><br> <br>of<br> Incorporation or Organization)	(I.R.S.<br> Employer<br><br> <br>identification<br> No.)
100 Boston Turnpike, Ste J9B#290<br><br> <br>Shrewsbury, MA	01545
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(Address<br> of principal executive offices	(Zip<br> Code)

508-942-3531

(Registrant’s telephone number, including area code)

N/A

(Former name or former address and former fiscal year, if changed since last report)

Securities

registered pursuant to Section 12(b) of the Act: None.

Securities

registered pursuant to Section 12(g) of the Act:

Common

Stock, No Par Value Per share

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large<br> accelerated Filer ☐	Accelerated<br> Filer ☐
Non-accelerated<br> Filer ☒	Smaller<br> reporting company ☒
Emerging<br> Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The

number of shares outstanding of the registrant’s common stock, no par value, as of March 1, 2023, was 149,489,579 .

TABLE

OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION.	3
PART I – FINANCIAL INFORMATION.	4
ITEM 1. FINANCIAL STATEMENTS.	4
Balance Sheets.	4
Statements of Operations.	5
Statements of Stockholders’ Deficit	6
Statements of Cash Flows.	7
Notes to the Financial Statements.	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	13
ITEM 4. CONTROLS AND PROCEDURES.	13
PART II – OTHER INFORMATION.	14
ITEM 1. LEGAL PROCEEDINGS.	14
ITEM 1A. RISK FACTORS.	14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	14
ITEM 4. MINE SAFETY DISCLOSURES.	14
ITEM 5. OTHER INFORMATION.	14
ITEM 6. EXHIBITS.	15

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CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

●	New<br> product might not be successful and Uncertainty of Market Acceptance
●	Developing<br> Business presents new obstacles
●	Company<br> not at Mass Production Stage
●	Marketing<br> risk
●	Possible<br> Loss of Entire Investment
●	Intellectual<br> Property Risk
●	Inability<br> to Sell Offering and Need of Additional Financing
●	Stock<br> Market Fluctuation Risk
●	Growth<br> Management Risk
●	Retention<br> of Key Employee Retention Rick and Management Dependence
●	Going<br> Concern Qualifications
●	Limitations<br> in Site Locations
●	Regulatory<br> Risk
●	Supplier<br> Reliance
●	Competition
●	Fluctuation<br> of Conventional Energy Prices
●	Changes<br> in Government Incentives
●	Inability<br> to Obtain Grants
●	Employee<br> Union Activities
●	Product<br> Liability Risk
●	Product<br> Recall Risk
●	Insufficient<br> Warranty Reserves
●	Supplier<br> Ethics Risk
●	Cost<br> of Being Public Risk
●	No<br> Dividend
●	Other<br> risk factors included under “Risk Factors” below.

You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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PART

I – FINANCIAL INFORMATION

Item1. Financial Statements

Mass

Megawatts Wind Power, Inc.

Balance

Sheets

(Unaudited)

	January<br> 31, <br> 2023			April<br> 30, <br> 2022
ASSETS
Current assets:
Cash	$	10,376		$	107,864
Deposits and other current<br> assets		1,000			1,000
Total current assets		11,376			108,864
Total assets	$	11,376		$	108,864
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	110,030		$	99,508
Deferred revenue		27,100			27,100
Advances - related party		1,994			-
Total current liabilities		139,124			126,608
Total liabilities		139,124			126,608
STOCKHOLDERS’ DEFICIT
Common stock, no par value, 160,000,000 shares<br> authorized,<br> 149,139,579 and 137,764,579 shares issued and outstanding, respectively		8,605,563			8,527,825
Additional paid in capital		1,569			1,569
Accumulated deficit		(8,734,880	)		(8,547,138	)
Total stockholders’<br> deficit		(127,748	)		(17,744	)
Total liabilities and<br> stockholders’ deficit	$	11,376		$	108,864

The

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

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Mass

Megawatts Wind Power, Inc.

Statements

of Operations

For

the three and nine months ended January 31, 2023 and 2022

(Unaudited)

	Three<br> months ended						Nine<br> months ended
	January<br> 31, 2023			January<br> 31, 2022			January<br> 31, 2023			January<br> 31, 2022
Operating expenses:
General<br> and administrative	$	38,415		$	79,229		$	187,742		$	193,308
Total operating expenses		(38,415	)		(79,229	)		(187,742	)		(193,308	)
Net loss	$	(38,415	)	$	(79,229	)	$	(187,742	)	$	(193,308	)
Loss per share - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Loss per share - diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding -<br> basic		145,214,304			137,218,425			140,963,943			133,008,215
Weighted average shares outstanding -<br> diluted		145,214,304			137,218,425			140,963,943			133,008,215

The

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

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Mass

Megawatts Wind Power, Inc.

Statements

of Changes in Stockholders’ Deficit

For

the nine months ended January 31, 2023 and 2022

(Unaudited)

	Common Stock				Additional		Accumulated
	Shares		Amount		paid-in<br> capital		Deficit			Total
Balance, April 30, 2022		137,764,579	$	8,527,825	$	1,569	$	(8,547,138	)	$	(17,744	)
Net loss		-		-		-		(91,842	)		(91,842	)
Balance, July 31, 2022		137,764,579		8,527,825		1,569		(8,638,980	)		(109,586	)
Common shares for cash		5,600,000		44,250		-		-			44,250
Common shares for services		100,000		2,900		-		-			2,900
Net loss		-		-		-		(57,485	)		(57,485	)
Balance, October 31, 2022		143,464,579		8,574,975		1,569		(8,696,465	)		(119,921	)
Common shares for cash		5,675,000		30,588		-		-			30,588
Net loss		-		-		-		(38,415	)		(38,415	)
Balance, January 31, 2023		149,139,579	$	8,605,563	$	1,569	$	(8,734,880	)	$	(127,748	)
Balance, April 30, 2021		128,964,579	$	8,203,325	$	1,569	$	(8,261,784	)	$	(56,890	)
Common shares for cash		1,800,000		34,500		-		-			34,500
Net loss		-		-		-		(65,990	)		(65,990	)
Balance, July 31, 2021		130,764,579		8,237,825		1,569		(8,327,774	)		(88,380	)
Common shares for cash		1,200,000		30,000		-		-			30,000
Net loss		-		-		-		(48,089	)		(48,089	)
Balance, October 31, 2021		131,964,579		8,267,825		1,569		(8,375,863	)		(106,469	)
Beginning balance, value		131,964,579		8,267,825		1,569		(8,375,863	)		(106,469	)
Common shares for cash		5,800,000		260,000		-		-			260,000
Net loss		-		-		-		(79,229	)		(79,229	)
Balance, January 31, 2022		137,764,579	$	8,527,825	$	1,569	$	(8,455,092	)	$	74,302
Ending<br> balance, value		137,764,579	$	8,527,825	$	1,569	$	(8,455,092	)	$	74,302

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

For

the nine months ended January 31, 2023 and 2022

(Unaudited)

	January<br> 31, 2023			January<br> 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(187,742	)	$	(193,308	)
Adjustments to reconcile net loss to net cash<br> used in operating activities:
Stock-based compensation		2,900			-
Changes in operating assets and liabilities:
Accounts payable and accrued<br> liabilities		10,522			2,735
Advances<br> - related party		1,994			-
CASH FLOWS USED IN OPERATING<br> ACTIVITIES		(172,326	)		(190,573	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of<br> common shares		74,838			324,500
CASH FLOWS PROVIDED<br> BY FINANCING ACTIVITIES		74,838			324,500
NET CHANGE IN CASH		(97,488	)		133,927
Cash, beginning of period		107,864			70,687
Cash, end of period	$	10,376		$	204,614
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest<br> expenses	$	-		$	-
Cash paid for income<br> taxes	$	-		$	-

The

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

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Mass

Megawatts Wind Power, Inc.

Notes

to the Financial Statements

(Unaudited)

Note1. Nature of Business

Mass Megawatts Wind Power, Inc. (“Mass Megawatts” or the “Company”), a Massachusetts corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts, Inc. changed its name in January 2001 to Mass Megawatts Power, Inc. Mass Megawatts Power, Inc. changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts’ principal line of business is to develop its prototype wind energy production equipment and locate and adapt suitable operating facilities. It intends to build, patent, and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology. Mass Megawatts expects to sell the generated electricity to the power commodity exchange on the open market, initially in California. In September 2014, Mass Megawatts introduced a program to develop and market a new solar tracking technology. The corporate headquarters is located in Worcester, Massachusetts.

Note2. Summary of Significant Accounting Policies

Basisof Presentation

The accompanying unaudited interim financial statements of 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 financial statements and notes thereto contained in the Company’s fiscal 2022 filing. 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 our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the financial statements for fiscal 2022, have been omitted.

Useof Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying financial statements involved the valuation of common stock and stock based compensation.

RelatedParties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

FairValue of Financial Instruments

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.

Advertisingand Marketing Costs

We

expense advertising and marketing costs as incurred. Advertising and marketing costs were $65,005 and $46,298 for the nine months ended January 31, 2023 and 2022, respectively.

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RecentAccounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Note3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2023, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available.

Note4. Related Party Transactions

During

the nine months ended January 31, 2023 and 2022, the Company paid the President $38,750 and $40,000, respectively, for services. In addition, the President of the Company paid $1,994 of expenses on the Company’s behalf.

Note5. Equity

On

October 20, 2022, the Company filed articles of amendment to increase its authorized common shares to 160,000,000 with no par value.

During

the nine months ended January 31, 2023, the Company sold 11,275,000 shares of common stock and received proceeds of $74,838.

During

the nine months ended January 31, 2023, the Company issued 100,000 shares of common stock for services with a value of $2,900.

Note6. Subsequent Events

On

February 21, 2023, the Company sold 350,000 shares of common stock and received proceeds of $2,100.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended April 30, 2022, filed with the Securities and Exchange Commission on July 29, 2022 (the “Annual Report”).

Certain

capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our financial statements included above under “Part I - Financial Information” – “Item 1. Financial Statements”.

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Mass Megawatts Wind Power” refer specifically to Mass Megawatts Wind Power, Inc.

In addition, unless the context otherwise requires and for the purposes of this Report only:

●	“Exchange<br> Act” refers to the Securities Exchange Act of 1934, as amended;
●	“SEC”<br> or the “Commission” refers to the United States Securities and Exchange Commission; and
●	“Securities<br> Act” refers to the Securities Act of 1933, as amended.

WhereYou Can Find Other Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is http://www.massmegawatts.com/. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

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Summaryof The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

●	Overview. Summary of our operations.
●	Plan of Operations. A description of our plan of operations for the next 12 months including required funding.
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●	Results of Operations. An analysis of our financial results comparing the three and nine months ended January 31, 2023 and 2022.
●	Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition.
●	Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments<br> incorporated in our reported financial results and forecasts.

Overview

CorporateInformation

Our principal executive offices are located at 100 Boston Turnpike, Ste J9B#290 Shrewsbury, MA, and our telephone number is (508) 942-3531.

Summaryof Business

Mass Megawatts’ principal line of business is to develop a solar tracker for production to produce sales in the near term and wind energy production equipment for potential applications in the longer term. Currently, we have only solar tracker prototypes for the purpose of testing and finalizing the design before any commercial or mass production. The patent filings related to the solar trackers are pending and not yet granted. The Company is currently finding locations for suitable operating facilities for its solar project using the solar tracker technology. In addition to its solar projects, the company intends to build and operate wind energy generated power plants utilizing proprietary MultiAxis Turbine technology after the solar tracker technology develops to a level of consistent sales to be able to be profitable or close to profitable. Mass Megawatts built several wind energy power plants to test and develop the new technology. However, we have not achieved a final product for commercial production of the wind power plants.

Summaryof Primary Business (Solar Tracker Product)

The patent pending, Mass Megawatts ‘Solar Tracking System’ (STS) is a complete solar power system that is designed to continually adjust the position of solar panels to receive the optimal level of direct sunlight throughout the day. Unlike other solar tracking technologies, the Mass Megawatts STS utilizes a low-cost structure that adds stability to the overall solar-power system while improving energy production levels for the customer.

Planof Operations

We had a working capital deficit of $127,748 as of January 31, 2023. With our current cash on hand and based on our current average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may however require additional funding in the future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise, and as discussed above, we have also purchased a homesite which we intend to construct a custom home on which we then plan to sell. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall customer experience. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

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Resultsof Operations

Forthe Three Months Ended January 31, 2023 Compared to the Three Months Ended January 31, 2022

We had operating expenses consisting solely of general and administrative expenses of $38,415 for the three months ended January 31, 2023, compared to operating expenses consisting solely of general and administrative expenses of $79,229 for the three months ended January 31, 2022. Operating expenses decreased by $40,814 or 52% from the prior period mainly due to decrease in professional fees and marketing expenses.

We had net loss of $38,415 for the three months ended January 31, 2023, compared to a net loss of $79,229 for the three months ended January 31, 2022, a decrease in net loss of $40,814 or 52%, due to the decrease in general and administrative expenses.

Forthe Nine Months Ended January 31, 2023 Compared to the Nine Months Ended January 31, 2022

We had operating expenses consisting solely of general and administrative expenses of $187,742 for the nine months ended January 31, 2023, compared to operating expenses consisting solely of general and administrative expenses of $193,308 for the nine months ended January 31, 2022. Operating expenses decreased by $5,566 or 3% from the prior period.

We had net loss of $187,742 for the nine months ended January 31, 2023, compared to a net loss of $193,308 for the nine months ended January 31, 2022, a decrease in net loss of $5,566 or 3%, due to the decrease in general and administrative expenses.

Liquidityand Capital Resources

We had total assets of $11,376 as of January 31, 2023, consisting of total current assets of $11,376, which included cash of $10,376, deposit of $1,000.

We had total liabilities of $139,124 as of January 31, 2023, which included current liabilities of $139,124, including accounts payable and accrued liabilities of $110,030, deferred revenue of $27,100 and advances from related party of $1,994.

We had a working capital deficit of $127,748 as of January 31, 2023, compared to a working capital deficit of $17,744 as of April 30, 2022.

We had $172,326 of net cash used in operating activities for the nine months ended January 31, 2023, as compared to $190,573 of net cash provided by operating activities for the nine months ended January 31, 2022.

We had $74,838 of cash provided by financing activities for the nine months ended January 31, 2023, as compared to $324,500 of cash provided by financing activities for the nine months ended January 31, 2022, which were due to proceeds from sale of common shares.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

CriticalAccounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

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“Note

1. The Company and Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and “Note 1. The Company, Summary of Significant Accounting Policies and Going Concern” in the Notes to Financial Statements in Part II, Item 8, of the April 30, 2022 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s financial statements.

Item3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2023. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2023.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the three months ended January 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide the Company’s Principal Executive Officer and Principal Financial Officer with reasonable assurances that the Company’s disclosure controls and procedures will achieve their objectives. However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and such design may not succeed in achieving its stated objectives under all potential future conditions.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings

We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business.

Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I” - “Item 1. Financial Statements” in the Notes to Financial Statements in “Note 8. Commitments and Contingencies”.

The Company currently has no legal proceedings to which the Company is a party to or to which its property is subject to, and, to the best of its knowledge, no adverse legal activity is anticipated or threatened.

Item1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in our 2022 Annual Report on Form 10-K, filed with the SEC, which are incorporated herein by reference. The risks described in such reports are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 11, 2022, the Company sold 750,000 shares of common stock and received proceeds of $4,875.

On December 7, 2022, the Company sold 325,000 shares of common stock and received proceeds of $2,113.

On December 21, 2022, the Company sold 600,000 shares of common stock and received proceeds of $3,600.

On January 3, 2023, the Company sold 2,000,000 shares of common stock and received proceeds of $10,000.

On January 31, 2023, the Company sold 2,000,000 shares of common stock and received proceeds of $10,000.

On February 21, 2023, the Company sold 350,000 shares of common stock and received proceeds of $2,100.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information.

None.

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Item6. Exhibits

			Incorporated by Reference
Exhibit Number	Description of Exhibit	Filed/ Furnished Herewith	Form	Exhibit	Filing Date	File Number
31.1*	Certification<br> of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act	☒
32.1**	Certification<br> of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act	☒
101.INS*	Inline<br> XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within<br> the Inline XBRL document	☒
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema Document	☒
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document	☒
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document	☒
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase Document	☒
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document	☒
104*	Inline<br> XBRL for the cover page of this Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set	☒

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	MASS MEGWATTS WIND POWER, INC.
Date:<br> March 2, 2023	By:	/s/ Jonathan C. Ricker
		Jonathan<br> C. Ricker
		Chief<br> Executive Officer and President
		(Principal<br> Executive Officer and Principal Financial/Accounting Officer)

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EXHIBIT31.1

CERTIFICATION

I, Jonathan C. Ricker, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Mass Megawatts Wind Power, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	I<br> am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and<br> 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)) for the registrant<br> and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant is made known to us by others within those entities, particularly<br> during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I<br> have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> March 2, 2023	By:	/s/ Jonathan C. Ricker
---	---	---
		Jonathan<br> C. Ricker
		Chief<br> Executive Officer and President
		(Principal<br> Executive Officer and<br><br> Principal Financial/Accounting Officer)

EXHIBIT32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SS. 1350 AS ADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mass Megawatts Wind Power, Inc. (the “Company”) on Form 10-Q for the quarter ended January 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jonathan C. Ricker, Principal Executive and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company at the dates and for the periods indicated.
Date:<br> March 2, 2023	By:	/s/ Jonathan C. Ricker
---	---	---
		Jonathan<br> C. Ricker
		Chief<br> Executive Officer and President
		(Principal<br> Executive Officer and<br><br> Principal Financial/Accounting Officer)