WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (DATE OF EARLIEST EVENT REPORTED) September 14,2004 MASS MEGAWATTS WIND POWER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS ______________________________________________ (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-32465 04-3402789 ------------------- ------------------------------ (COMMISSION FILE NUMBER NO.) (IRS EMPLOYER IDENTIFICATION NO.) 11 MAPLE AVENUE SHREWSBURY, MA. 01545 ___________________________________________________ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (508) 751-5432 __________________________________ NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On September 14, 2004, Mass Megawatts Wind Power, Inc. issued a press release announcing certain financial results for the fiscal quarter ended July 31,2004. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on. Form 8-K. The information in this Form 8-K and the attached exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly incorporated by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. Index to and Description of Exhibits Exhibit 99.1 Press release reporting Fiscal Quarter ended July 31, 2004 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 hereunto duly authorized. MASS MEGAWATTS WIND POWER, INC. (Registrant) Dated: September 14, 2004 By: /s/ Jonathan C. Ricker ------------------------------- Jonathan C. Ricker Chief Executive Officer Chief Financial Officer