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 ~~October~~January 31, ~~2023~~2024

☐ 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

Mass Megawatts Wind Power, Inc.

(Name of registrant as specified in its charter)

Massachusetts

04-3402789

(State or other jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

identification No.)

100 Boston Turnpike, Ste J9B#290

Shrewsbury, MA

01545

(Address of principal executive offices

(Zip 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 accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
Emerging 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 ~~December~~March 614, ~~2023~~2024, was ~~165~~172,~~964~~214,579.

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	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14
ITEM 4. CONTROLS AND PROCEDURES.	14
PART II – OTHER INFORMATION.	15
ITEM 1. LEGAL PROCEEDINGS.	15
ITEM 1A. RISK FACTORS.	15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	15
ITEM 4. MINE SAFETY DISCLOSURES.	15
ITEM 5. OTHER INFORMATION.	15
ITEM 6. EXHIBITS.	16

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	11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14
ITEM 4. CONTROLS AND PROCEDURES.	14

PART II – OTHER INFORMATION.	15

ITEM 1. LEGAL PROCEEDINGS.	15
ITEM 1A. RISK FACTORS.	15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	15
ITEM 4. MINE SAFETY DISCLOSURES.	15
ITEM 5. OTHER INFORMATION.	15
ITEM 6. EXHIBITS.	15

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Mass Megawatts Wind Power, Inc.

Balance Sheets

(Unaudited)

	October 31, 2023			April 30, 2023
	January 31, 2024			April 30, 2023
ASSETS
Current assets:
Cash	$	~~138~~2,245		$	1,829
Deposits and other current assets		1,000			1,000
Total current assets		13,~~138~~245			2,829
Total assets	$	13,~~138~~245		$	2,829
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	~~125~~123,~~541~~035		$	117,315
Deferred revenue		27,100			27,100
Advances - related party		~~700~~550			2,294
Due to officer		31,500			126,000
Advances		-
Derivative Liability		~~142~~127,~~424~~613			-
Convertible debt, related party, net of discount		59106,~~203~~754			-
Total current liabilities		~~386~~416,~~468~~552			272,709
Total liabilities		~~386~~416,~~468~~552			272,709
STOCKHOLDERS’ DEFICIT
Common stock, no par value, 167,500,000 shares authorized, 165,964,579 and 152,289,579 shares issued and outstanding, respectively		8,716,363			8,622,863
Common stock, no par value, 172,500,000 shares authorized, 172,214,579 and 152,289,579 shares issued and outstanding, respectively		8,737,238			8,622,863
Additional paid in capital		1,569			1,569
Accumulated deficit		(9,~~103~~152,~~262~~114	)		(8,894,312	)
Total stockholders’ deficit		(~~385~~413,~~330~~307	)		(269,880	)
Total liabilities and stockholders’ deficit	$	13,~~138~~245		$	2,829

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

Mass Megawatts Wind Power, Inc.

Statements of Operations

For the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	October 31, 2023			October 31, 2022			October 31, 2023			October 31, 2022
	January 31, 2024			January 31, 2023			January 31, 2024			January 31, 2023
Operating expenses:
General and administrative	$	6746,~~073~~858		$	5738,~~485~~415		$	~~164~~211,~~558~~416		$	~~149~~187,~~327~~742
Total operating expenses		(6746,~~073~~858	)		(5738,~~485~~415	)		(~~164~~211,~~558~~416	)		(~~149~~187,~~327~~742	)
Other expenses:
Interest expense		(3948,~~091~~305	)		-			(59107,~~468~~773	)		-
Gain on change in derivative liability		8746,~~425~~311			-			1561,~~076~~387			-
Total other expenses		48(1,~~334~~994	)		-			(4446,~~392~~386	)		-
Net loss	$	(1848,~~739~~852	)	$	(5738,~~485~~415	)	$	(~~208~~257,~~950~~802	)	$	(~~149~~187,~~327~~742	)
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 - basic		~~165~~167,~~108~~974,~~057~~362			~~139~~145,~~920~~214,~~623~~304			~~160~~162,~~460~~965,~~503~~122			~~138~~140,~~836~~963,~~710~~943
Weighted average shares outstanding - diluted		~~165~~172,~~964~~214,579			~~139~~145,~~920~~214,~~623~~304			~~160~~162,~~460~~965,~~503~~122			~~138~~140,~~836~~963,~~710~~943

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

Mass Megawatts Wind Power, Inc.

Statements of Changes in Stockholders’ Deficit

For the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	Shares		Amount		paid-in capital		Deficit			Total
	Common Stock				Additional		Accumulated
	Shares		Amount		paid-in capital		Deficit			Total
Balance, April 30, 2023		152,289,579	$	8,622,863	$	1,569	$	(8,894,312	)	$	(269,880	)
Common shares for cash		9,175,000		63,500		-		-			63,500
Net loss		-		-		-		(190,211	)		(190,211	)
Balance, July 31, 2023		161,464,579		8,686,363		1,569		(9,084,523	)		(396,591	)
Common shares for cash		4,500,000		30,000		-		-			30,000
Net loss		-		-		-		(18,739	)		(18,739	)
Balance, October 31, 2023		165,964,579	$	8,716,363	$	1,569	$	(9,103,262	)	$	(385,330	)
Common shares for cash		6,250,000		20,875		-		-			20,875
Net loss		-		-		-		(48,852	)		(48,852	)
Balance, January 31, 2024		172,214,579	$	8,737,238	$	1,569	$	(9,152,114	)	$	(413,307	)
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	)
Balance		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 service		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	)
Balance		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		149,139,579	$	8,605,563	$	1,569	$	(8,734,880	)	$	(127,748	)

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

Mass Megawatts Wind Power, Inc.

Statements of Cash Flows

For the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	October 31, 2023			October 31, 2022
	January 31, 2024			January 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~208~~257,~~950~~802	)	$	(~~149~~187,~~327~~742	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			2,900
Amortization of debt discount		59106,~~203~~754			-
Gain on change in derivative liability		(1561,~~076~~387	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		85,~~226~~820			410,~~095~~522
Advances - related party		-(2,294	)		1,994
Due to officer		6394,~~000~~500			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(93114,~~597~~409	)		(~~140~~172,~~338~~326	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances - related party		13,~~000~~080			-
Repayment of advances - related party		(2,~~594~~630	)		-
Proceeds from sale of common shares		93114,~~500~~375			4474,~~250~~838
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		91114,~~906~~825			4474,~~250~~838
NET CHANGE IN CASH		~~(1,691~~416	)		(9697,~~088~~488	)
Cash, beginning of period		1,829			107,864
Cash, end of period	$	~~138~~2,245		$	1110,~~776~~376
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH TRANSACTIONS
Convertible notes issued for accrued compensation	$	~~157~~189,~~500~~000		$	-
Expenses paid on the Company’s behalf	$	100		$	-

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

Mass Megawatts Wind Power, Inc.

Notes to the Financial Statements

(Unaudited)

Note 1. 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.

Note 2. Summary of Significant Accounting Policies

Basis of 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 2023 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 2023, have been omitted.

Use of 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.

Related Parties

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

Fair Value 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.

Advertising and Marketing Costs

We expense advertising and marketing costs as incurred. Advertising and marketing costs were $1516,~~543~~392 and $5365,~~817~~005 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Recent Accounting 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.

Note 3. 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 ~~October~~January 31, ~~2023~~2024, 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.

Note 4. Related Party Transactions

Due to officer

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company accrued $6394,~~000~~500 and issued convertible notes of $~~158~~189,000 for services provided by the President. During the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2024 and 2023, the Company paid the President $2723,~~500~~466 and $38,750, respectively, for services. As of ~~October~~January 31, ~~2023~~ 2024 and April 30, 2023, the balance due to officer was $31,500 and $126,000, respectively.

Advances

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the President of the Company advanced $13,~~000~~080 in cash to the Company and was repaid $~~300. During the six months ended October 31, 2023 and 2022, the President of the Company paid expenses on the Company’s behalf of $0 and $1,994 and was repaid $~~2,~~294 and $0, respectively~~630. As of ~~October~~January 31, ~~2023~~2024 and April 30, 2023, the advance balance was $~~700~~550 and $2,294, respectively.

Convertible debt

On June 2, 2023, the Company issued a convertible note to the President in the principal amount of $126,000 for services rendered during the fiscal year ended April 30, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0063. Due to the possibility of insufficient shares available at conversion to settle the convertible note, the convertible note was treated as a derivative. The day one derivative liability was $149,201, of which $23,201 was recorded as a day one loss on the derivative liability and $126,000 was recorded as a discount on the convertible note payable. The debt discount will be amortized over one year. During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company amortized $5283,~~126~~885 of debt discount. As of ~~October~~January 31, ~~2023~~2024, the convertible balance, net of unamortized discount of $7342,~~874~~115, was $5283,~~126~~885.

On August 10, 2023, the Company issued a convertible note to the President in the principal amount of $31,500 for services rendered during the fiscal quarter ended July 31, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0072. Due to the possibility of insufficient shares available at conversion to settle the convertible note, the convertible note was treated as a derivative. The day one derivative liability was $36,498, of which $4,498 was recorded as a day one loss on the derivative liability and $31,500 was recorded as a discount on the convertible note payable. The debt discount will be amortized over one year. During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company amortized $715,~~077~~016 of debt discount. As of ~~October~~ January 31, ~~2023~~2024, the convertible balance, net of unamortized discount of $2416,~~423~~484, was $715,~~077~~016.

As of October 31, 2023, the total derivative liability on the above note was adjusted to a fair value of $142,424. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following range of assumptions during the period: fair value of stock $0.0088 - $0.0134, volatility of 162.96% - 170.66%, expected term of 1 year, risk-free rate of 5.22% - 5.44% and a dividend yield of 0%.

On November 1, 2023, the Company issued a convertible note to the President in the principal amount of $31,500 for services rendered during the fiscal quarter ended October 31, 2023. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.0042. Due to the possibility of insufficient shares available at conversion to settle the convertible note, the convertible note was treated as a derivative. The day one derivative liability was $34,068, of which $2,568 was recorded as a day one loss on the derivative liability and $31,500 was recorded as a discount on the convertible note payable. The debt discount will be amortized over one year. During the nine months ended January 31, 2024, the Company amortized $7,853 of debt discount. As of January 31, 2024, the convertible balance, net of unamortized discount of $23,647, was $7,853.

As of January 31, 2024, the total derivative liability on the above note was adjusted to a fair value of $127,613. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following range of assumptions during the period: fair value of stock $0.0065 - $0.0134, volatility of 162.96% - 170.66%, expected term of 1 year, risk-free rate of 4.73 - 5.44% and a dividend yield of 0%.

Note 5. Fair Value of Financial Instruments

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

Fair Value Measurements

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of ~~October~~January 31, ~~2023~~2024 and April 30, 2023:

Schedule of Fair Value Measurements

Level 1

Level 2

Level 3

Fair value at ~~October~~January 31, ~~2023~~2024

Liabilities:

Derivative liability

–

~~142~~127,~~424~~613

Level 1

Level 2

Level 3

Fair value at
April 30,

2023

Liabilities:

Derivative liability

–

There were no transfers between Level 1, 2 or 3 during the period.

The table below presents the change in the fair value of the derivative liability during the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024:

Fair value as of April 30, 2023	$	–
Fair value on the date of issuance recorded as a debt discount		~~157~~189,~~500~~000
Gain on change in fair value of derivatives		(1561,~~076~~387	)
Fair value as of October 31, 2023	$	142,424
Fair value as of January 31, 2024	$	127,613

Note 6. Equity

On ~~July~~January 631, ~~2023~~2024, the Company filed articles of amendment to increase its authorized common shares tofrom 167,500,000 ~~with~~to 172,500,000 with no par value.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company sold 1319,~~675~~925,000 shares of common stock and received proceeds of $93114,~~500~~375.

Note 7. Subsequent Events

On ~~November~~February 15, ~~2023~~2024, the Company issued a convertible note to the President in the principal amount of $31,500 for services rendered during the fiscal quarter ended ~~October~~January 31, ~~2023~~2024. At the option of the noteholders, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.~~0042~~0040.

Item 2. 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, 2023, 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 Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

Where You 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.

Summary of 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.

● Results of Operations. An analysis of our financial results comparing the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023. ● 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 incorporated in our reported financial results and forecasts.

Overview

Corporate Information

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

Summary of 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.

Summary of 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.

Plan of Operations

We had a working capital deficit of $~~385~~413,~~330~~307 as of ~~October~~January 31, ~~2023~~2024. With our current cash on hand and based on our current average monthly expenses, we 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. 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.

Results of Operations

For the Three Months Ended ~~October~~January 31, ~~2023~~2024 Compared to the Three Months Ended ~~October~~January 31, ~~2022~~2023

We had operating expenses consisting solely of general and administrative expenses of $6746,~~073~~858 for the three months ended ~~October~~January 31, ~~2023~~2024, compared to operating expenses consisting solely of general and administrative expenses of $5738,~~485~~415 for the three months ended ~~October~~January 31, ~~2022~~2023.

We had net loss of $1848,~~739~~852 for the three months ended ~~October~~January 31, ~~2023~~2024, compared to a net loss of $5738,~~485~~415 for the three months ended ~~October~~January 31, ~~2022~~2023, a decrease in net loss of $3810,~~746~~437 or 6727%, due primarily to the recognition of gain on change on derivative liability of $8746,~~425~~311 and amortization of debt discount of $3948,~~091~~305.

For the ~~Six~~Nine Months Ended ~~October~~January 31, ~~2023~~2024 Compared to the ~~Six~~Nine Months Ended ~~October~~January 31, ~~2022~~2023

We had operating expenses consisting solely of general and administrative expenses of $~~164~~211,~~558~~416 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, compared to operating expenses consisting solely of general and administrative expenses of $~~149~~187,~~327~~742 for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023.

We had net loss of $~~208~~257,~~950~~802 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, compared to a net loss of $~~149~~187,~~327~~742 for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023, an increase in net loss of $5970,~~623~~060 or 4037%, due primarily to the recognition of gain on change on derivative liability of $1561,~~076~~387 and amortization of debt discount of $59107,~~468~~773.

Liquidity and Capital Resources

We had total assets of $13,~~138~~245 as of ~~October~~January 31, ~~2023~~2024, consisting of total current assets of $13,~~138~~245, which included cash of $~~138~~2,245, deposit of $1,000.

We had total liabilities of $~~386~~416,~~468~~552 as of ~~October~~January 31, ~~2023~~2024, which included current liabilities of $~~386~~416,~~468~~552, including accounts payable and accrued liabilities of $~~125~~123,~~541~~035, deferred revenue of $27,100, advances from related party of $~~700~~550, due to officer party of $31,500, derivative liability of $~~142~~127,~~424~~613 and convertible debt, related party, net of $59106,~~203~~754.

We had a working capital deficit of $~~385~~413,~~330~~307 as of ~~October~~January 31, ~~2023~~2024, compared to a working capital deficit of $269,880 as of April 30, 2023.

We had $93114,~~597~~409 of net cash used in operating activities for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, as compared to $~~140~~172,~~338~~326 of net cash ~~provided~~ provided by operating activities for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023.

We had $91114,~~906~~825 of cash provided by financing activities for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, as compared to $4474,~~250~~838 of cash provided by financing activities for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023, which were primarily 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.

Critical Accounting 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.

“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, 2023 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s financial statements.

Item 3. 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).

Item 4. 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 ~~October~~January 31, ~~2023~~2024. 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 ~~October~~January 31, ~~2023~~2024.

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 ~~October~~January 31, ~~2023~~2024 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.

PART II – OTHER INFORMATION

Item 1. 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.

Item 1A. 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 2023 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On ~~August~~December 31, 2023, the Company sold 2,~~500~~200,000 shares of common stock and received proceeds of $207,~~000~~700.

On ~~August~~December 21, 2023, the Company sold ~~800~~900,000 shares of common stock and received proceeds of $43,~~000~~150.

On ~~September~~January 419, ~~2023~~2024, the Company sold 1,~~200~~150,000 shares of common stock and received proceeds of $64,~~000~~025.

On January 31, 2024, the Company sold 2,000,000 shares of common stock and received proceeds of $6,000.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Incorporated by Reference

Exhibit Number

Description of Exhibit

Filed/ Furnished Herewith

Form

Exhibit

Filing Date

File Number

31.1*

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

☒

32.1**

Certification of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

☒

101.INS*

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

☒

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

☒

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

☒

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

☒

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

☒

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

☒

104*

Inline 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: December 6, 2023	By:	/s/ Jonathan C. Ricker
Date: March 14, 2024	By:	/s/ Jonathan C. Ricker
		Jonathan C. Ricker
		Chief Executive Officer and President
		(Principal Executive Officer and Principal Financial/Accounting Officer)

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Filing Compare · MASS MEGAWATTS WIND POWER INC