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 JANUARY 31, 2009

           [   ]  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 5,923,581 SHARES OF THE REGISTRANT'S NO PAR VALUE COMMON STOCK
OUTSTANDING AS OF MARCH 16, 2009.

TRANSITIONAL  SMALL  BUSINESS  FORMAT  (CHECK  ONE)   YES       NO  X
                                                          ---      ---


<PAGE>
                        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
----------


<PAGE>
PART  I - FINANCIAL INFORMATION

ITEM  1.    FINANCIAL STATEMENTS


                                    CONTENTS


FINANCIAL  STATEMENTS:

BALANCE SHEETS AS OF JANUARY 31, 2009, AND APRIL 30, 2008 (UNAUDITED)
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2009
     AND 2008 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO
     JANUARY 31, 2009 (UNAUDITED)
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2009 AND 2008
     (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OFINCEPTION) TO JANUARY
     31, 2009 (UNAUDITED)
NOTES TO UNAUDITED FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>
                                             MASS MEGAWATTS WIND POWER, INC.
                                            (A DEVELOPMENT STAGE ENTERPRISE)

                                                     BALANCE SHEETS

                                     JANUARY 31, 2009 AND APRIL 30, 2008 (UNAUDITED)


                                                                                      January 31, 2009    April 30, 2008
ASSETS
Current assets:
<S>                                                                                  <C>                 <C>
  Cash                                                                               $          30,247   $           153
  Accounts receivable                                                                            4,134                 -
  Prepaid expenses and deposits                                                                 10,424               803
  Costs and estimated earnings in excess of billings                                           145,209                 -
  Total current assets                                                                         190,014               956

Fixed assets, net of accumulated depreciation of $24,689 and $23,183, respectively               6,123             7,629
Other assets                                                                                         -               565
Total assets                                                                         $         196,137   $         9,150


LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
  Accounts payable and accrued liabilities                                           $          27,881   $        26,051
  Credit cards payable                                                                          51,995            82,488
  Provision for anticipated losses                                                              86,250                 -
  Due to stockholder                                                                            47,900            42,442
  Total current liabilities                                                                    214,026           150,981

Stockholders' (deficit):
Common stock; no par value; 7,000,000 shares authorized;                                     4,334,002         3,698,228
  5,923,581 issued and outstanding at January 31, 2009;
  5,000,000 authorized; 4,989,394 issued and outstanding
  at April 30, 2008
  Deficit accumulated during development stage                                              (4,351,891)       (3,840,059)
Total stockholders' (deficit)                                                                  (17,889)         (141,831)

Total liabilities and stockholders' (deficit)/equity                                 $         196,137   $         9,150
</TABLE>


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


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                  MASS MEGAWATTS WIND POWER, INC.
                                  (A DEVELOPMENT STAGE ENTERPRISE)

                                STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                                       May 27, 1997
                                                                                         (Date of
                                                                                        Inception)
                                     Three Months Ended         Nine Months Ended       to January
                                         January 31,               January 31,              31,
                                     2009         2008         2009         2008           2009
                                  ------------------------  ------------------------  --------------
<S>                               <C>          <C>          <C>          <C>          <C>
Revenues                          $   35,802   $        -   $   35,802   $   27,008   $      62,810
Cost of Goods Sold                    20,484                    20,484                       44,426
Anticipated Losses on Contracts       86,250            -       86,250       23,942          86,250
                                  ------------------------  ------------------------  --------------
Gross Profit (Loss)                  (70,932)           -      (70,932)       3,066         (67,866)
                                  ------------------------  ------------------------  --------------
Operating Expenses:

  General and administrative          74,733       42,578      434,172      142,067       4,191,653
  Depreciation                           502          503        1,506        1,507          24,689
                                  ------------------------  ------------------------  --------------
Total Operating Expenses              75,235       43,081      435,678      143,574       4,216,342
                                  ------------------------  ------------------------  --------------

Operating Loss                      (146,167)     (43,081)    (506,610)    (140,508)     (4,284,208)

Other Expenses (Income)
  Interest expense                     1,731        4,438        5,761       13,867          72,158
  Interest income                        (33)         (10)        (539)         (34)         (4,475)
                                  ------------------------  ------------------------  --------------
Net Other Expenses                     1,698        4,428        5,222       13,833          67,683
                                  ------------------------  ------------------------  --------------
Net Loss                          $ (147,865)  $  (47,509)  $ (511,832)  $ (154,341)  $  (4,351,891)

Net loss per share                     (0.03)       (0.01)       (0.09)       (0.04)

Weighted average number
  of common shares                 5,899,151    4,516,032    5,590,020    4,516,032
</TABLE>


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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              MASS MEGAWATTS WIND POWER, INC.
                             (A DEVELOPMENT STAGE ENTERPRISE)

                           STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                              May 27, 1997
                                                                                (Date of
                                                      Nine Months Ended         Inception)
                                                         January 31,          to January 31,
                                                     2009        2008              2009
<S>                                               <C>         <C>          <C>
OPERATING ACTIVITIES:
  Net loss                                        $(511,832)  $ (154,341)  $    (4,351,891)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Shares issued for services                    131,814        8,355         1,425,370
      Depreciation                                    1,506        1,507            24,689
      Interest imputed on stockholder advances          689        2,765            28,938
      Anticipated loss on contract                   86,250            -            86,250
      Change in:
        Accounts receivable                          (4,134)     (11,280)           (4,134)
        Prepaid expenses                             (9,056)      11,393           (10,424)
        Costs and estimated earnings in excess     (145,209)           -          (145,209)
          of billings
        Accounts payable and accrued liabilities                 (14,695)          116,424
                                                    (28,663)
        Customer deposit                                               -             4,192
                                                          -
Net cash used in operating activities              (478,635)    (156,296)       (2,825,795)

INVESTING ACTIVITIES:
  Purchase of fixed assets                                -            -           (13,712)

FINANCING ACTIVITIES:
  Proceeds from issuance of common stock            503,271      144,907         2,821,854
  Borrowings on related party debt                   47,900        6,000           521,296
  Payments on related party debt                    (42,442)      (3,500)         (473,396)
Net cash provided by financing activities           508,729      147,407         2,869,754

NET INCREASE (DECREASE) IN CASH                      30,094       (8,889)           30,247
CASH AT BEGINNING OF PERIOD                             153       16,108                 -
CASH AT END OF PERIOD                             $  30,247   $    7,219   $        30,247


     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid                                $   5,761   $   13,868
     Income tax paid                                      -            -
</TABLE>


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


                                        3
<PAGE>
                        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 JANUARY 31, 2009.  IN
ADDITION,  AT  JANUARY  31,  2009,  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 - COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS

THE  $145,209 CONSISTS OF COSTS OF MATERIALS AND LABOR RELATED TO A CONSTRUCTION
CONTRACT.  THE  CONTRACT  IS  BEING  ACCOUNTED  FOR UNDER THE COMPLETED-CONTRACT
METHOD.  COSTS  TO  DATE  ARE  $186,545  AND  CONSISTS  OF  LABOR AND MATERIALS.
BILLINGS  TO  DATE  ARE  $41,336  AS  OF  JANUARY  31,  2009.

REVENUES  RELATED  TO  CERTAIN  CONTRACTS  ARE  RECOGNIZED  UNDER  THE
COMPLETED-CONTRACT  METHOD  IN  ACCORDANCE  WITH  SOP  NO.  81-1, ACCOUNTING FOR
PERFORMANCE  OF  CONSTRUCTION-TYPE  AND  CERTAIN  PRODUCT  TYPE  CONTRACTS.  WE
SELECTED  THE  COMPLETED  CONTRACT-METHOD,  AS  SHORT-TERM  CONTRACTS  FOR WHICH
FINANCIAL  POSITION AND RESULTS OF OPERATIONS REPORTED ON THE COMPLETED-CONTRACT
BASIS  WOULD  NOT  VARY  MATERIALLY  FROM  THOSE  RESULTING  FROM  USE  OF  THE
PERCENTAGE-OF-COMPLETION  METHOD.

UNDER  THE  COMPLETED-CONTRACT  METHOD,  REVENUES  AND  COSTS  SHOULD  ONLY  BE
RECOGNIZED  WHEN  WORK UNDER A CONTRACT IS COMPLETED OR SUBSTANTIALLY COMPLETED.
IN  THE  INTERIM, COSTS INCURRED ON AND BILLINGS RELATED TO CONTRACTS IN PROCESS
ARE  ACCUMULATED ON THE BALANCE SHEET. ESTIMATED LOSSES ON CONTRACTS ARE CHARGED
TO  COST  OF SALES IN THE PERIOD WHEN THE LOSS IS IDENTIFIED. ANTICIPATED LOSSES
OF  $86,250  ON  THIS  CONTRACT  ARE  ACCOUNTED  FOR  IN  CURRENT  LIABILITIES.

NOTE 4 - EQUITY

DURING  THE  NINE  MONTHS  ENDED  JANUARY  31,2009:

-  MASS  MEGAWATTS ISSUED 77,914 SHARES OF COMMON STOCK TO CONSULTANTS FOR THEIR
SERVICES.  THE  SHARES  WERE  RECORDED  AT  FAIR  VALUE  OF  $131,814.

-  MASS  MEGAWATTS  SOLD  856,273  SHARES  OF COMMON STOCK FOR CASH OF $503,271.


                                        4
<PAGE>
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 JANUARY 31, 2009 AS COMPARED TO THE
PERIOD  ENDED  JANUARY  31,  2008:

WE'VE  SHOWN LOSSES FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2009 AND THE
PERIOD  MAY  27,  1997  (DATE  OF INCEPTION) TO JANUARY 31, 2009. 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, WE HAVE 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.

WE  HAVE  HAD MINIMAL REVENUES RELATED TO THE SALE OF WIND POWER EQUIPMENT SINCE
ITS INCEPTION, BUT RAISED FUNDS RECENTLY. SPECIFICALLY, WE RAISED CAPITAL WITH A
PRIVATE PLACEMENT MEMORANDUM UNDER REGULATION D, RULE 506, SELLING SHARES OF ITS
COMMON STOCK TO RAISE $446,000. WE HAVE DEDICATED APPROXIMATELY $200,000 OF THIS
MONEY  TO  BE  USED  TO DEVELOP A PROTOTYPE TO BE UTILIZED FOR MANUFACTURING. WE
ALSO ANTICIPATE 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.

WE  HAVE  ONLY  SEVEN  YEARS  OF  OPERATING  RESULTS,  WITH MINIMAL REVENUE FROM
OPERATIONS, AND MUCH UNCERTAINTY EXISTS ABOUT OUR 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  US.

OUR  TICKER  SYMBOL  IS  MMGW  AND CAN BE FOUND ON THE OVER THE COUNTER BULLETIN
BOARD,  MORE  COMMONLY  DESCRIBED  AS  OTC-BB:  MMGW.

OUR MARKET SHARE AND ANY CHANGES IN THE UNDERLYING ECONOMICS OF THE INDUSTRY ARE
EXPECTED  TO  HAVE  A MINIMAL EFFECT ON OUR 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.


                                        5
<PAGE>
OPERATION  SUMMARY

THE  HIGHEST  PRIORITY  IS  TO  COMPLETE  THE  THIRD  PARTY  VERIFICATION OF THE
TECHNOLOGY.  THE  PURPOSE  IS TO PROVE THE NEW PRODUCT'S LONG TERM DURABILITY IN
ORDER  TO  BE  ELIGIBLE  FOR  DEBT  FINANCING  AND RECEIVE MORE FAVORABLE EQUITY
FINANCING  IN  THE  FUTURE.

THE  NEXT  PRIORITY  IS  OUR  MARKETING  PROGRAM.  WHILE IT IS TRUE THAT MINIMAL
MARKETING  EFFORTS WILL BE REQUIRED, THERE WILL BE SOME INITIAL MARKETING OF THE
PRODUCT  TO BRING IT TO THE ATTENTION OF POTENTIAL BUYERS. UPON SUCCESSFUL THIRD
PARTY VERIFICATION, MASS MEGAWATTS CAN BEGIN DEVELOPING STRATEGIC ALLIANCES WITH
OTHER  WIND  POWER  DEVELOPERS  WHO  HAVE  DONE  THE  INITIAL MORE EXPENSIVE AND
SOMETIMES  COMPLICATED  STEPS OF ZONING, FINANCING AND OTHER REQUIREMENTS TOWARD
DEVELOPING  MUCH  LARGER  COMMERCIAL  WIND ENERGY PROJECTS. THE DEVELOPERS WOULD
BENEFIT  FROM  MASS  MEGAWATT'S  NEW PRODUCT IF IT CAN BE PROVEN TO BE MORE COST
EFFECTIVE  IN  THE  FINANCE  COMMUNITY.  NO  ASSURANCE  CAN  BE  GIVEN AS TO THE
DEVELOPMENT  OF  A SUCCESSFUL NEW PRODUCT. HOWEVER, THE THIRD PARTY VERIFICATION
SHOULD  GO  A  LONG  WAY  TOWARD  REMOVING  THE  DOUBT.

INCLUDED  IN  THE  MARKETING  PROGRAM, IS THE INITIAL ESTABLISHMENT OF STRATEGIC
ALLIANCES  WITH  COMPANIES  INVOLVED  WITH  GREEN MARKETING PROGRAMS. DURING THE
THIRD  PARTY  VERIFICATION PROCESS, MASS MEGAWATTS, PLANS TO BEGIN THESE EFFORTS
WITH  "WORD  OF  MOUTH"  TECHNIQUES  AT  BUSINESS  ORGANIZATIONS  AND WITH POWER
BROKERS.  AS  A  LOWER  PRIORITY  MASS MEGAWATTS MAY BE INVOLVED IN VERY LIMITED
EFFORTS  TO INCLUDE DIRECT ADVERTISING TO GREEN PRICING CUSTOMERS EITHER THROUGH
DIRECT  MAIL  OR  ADVERTISING  IN  THE  MEDIA  IN CONJUNCTION WITH ENVIRONMENTAL
RELATED  EVENTS.  ON A LIMITED BUDGET, THE COMPANY PLANS TO BE ABLE TO DETERMINE
WHICH  MARKETING  METHODS  ARE  MOST  EFFECTIVE  BY  MARKETING IN A VERY LIMITED
GEOGRAPHICAL  AREA.

AS  INITIAL MARKETING EFFORTS INCLUDING "WORD OF MOUTH" TECHNIQUES HAVE MATURED,
THE  COMPANY  PLANS  TO  ADVERTISE  IN  LOCAL  PUBLICATIONS  IF CASH FLOW ALLOWS
CONTINUED  MARKETING  EFFORTS. AGAIN AS NOTED EARLIER, NO ASSURANCE CAN BE GIVEN
AS  TO  THE  DEVELOPMENT  OF  A  SUCCESSFUL  MARKETING  PROGRAM.  IF SUCCESSFUL,
TELEVISION  AND  RADIO  ADVERTISEMENT  COULD  BE  UTILIZED.

AS  OUR  NEXT  PRIORITY,  WORKING CAPITAL AND ADMINISTRATIVE SUPPORT PLANS TO BE
USED  FOR  CONTINGENCIES  ON  AN  "AS  NEEDED"  BASIS.

OVER  THE  PAST  YEAR,  MASS  MEGAWATTS  HAS CONTINUED TO REFINE THE ENGINEERING
DETAILS  AND  CONSTRUCTION  PROCESSES  REQUIRED FOR COMMERCIAL PRODUCTION OF THE
MULTI-AXIS  TURBOSYSTEM (MAT). THESE ADVANCES ARE CURRENTLY BEING APPLIED TO THE
THIRD  PARTY  VERIFICATION  AND  ULTIMATELY  ACCELERATE  WORLDWIDE AWARENESS AND
ACCEPTANCE  OF  THE  MAT  TECHNOLOGY.

IN ADDITION, MASS MEGAWATTS HAS CREATED VALUABLE FINANCIAL ANALYSIS MATERIALS TO
ALLOW  OUR POTENTIAL CUSTOMER BASE TO IDENTIFY EFFECTIVE FINANCING METHODS. THIS
WILL  FACILITATE  THE  SALE  OF  MAT  UNITS  GOING  FORWARD.

EMPLOYEES

AS OF JANUARY 31, 2009, THE WE HAD NO EMPLOYEES. JONATHAN RICKER IS AN EXECUTIVE
OFFICER,  AND  IS  NOT CONSIDERED AN EMPLOYEE.  WE DO HIRE CONSULTANTS AND OTHER
EMPLOYEES,  AS NECESSARY THROUGHOUT THE YEAR.  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. WE DO 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,  WE  PLAN  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


                                        6
<PAGE>
KILOWATT/HOUR  SOLD.  WHEN  THE  COMPANY  PURSUES THIS EFFORT, SALES AND SERVICE
ACTIVITIES  ARE  PLANNED  TO BE HANDLED THROUGH STRATEGIC ALLIANCES WITH NEW AND
EMERGING  ELECTRIC  POWER BROKERS, WHICH HAVE FORMED AS A RESULT OF DEREGULATION
IN  THE  RETAIL  SALE OF ELECTRICITY. POWER BROKERS BUY BLOCKS OF ELECTRICITY IN
MEGAWATT/HOUR  UNITS. FOR EXAMPLE, A POWER BROKER WOULD ENTER INTO A CONTRACT TO
PURCHASE 10,000 MEGAWATTS/HOURS OF ELECTRICITY FOR $400,000 OVER A PERIOD OF ONE
YEAR  AND  PROVIDE  A  FIVE  PERCENT  NON-REFUNDABLE  DEPOSIT  ON  EACH BLOCK OF
ELECTRICITY  RESERVED  FOR  FUTURE  PURCHASES.  SUCH BROKERS INCLUDE ALL ENERGY,
GREEN MOUNTAIN RESOURCES, AND ENERGY VISION.  ANOTHER MARKETING RESOURCE FOR THE
COMPANY'S PRODUCT IS ELECTRICITY CHOICE, WHICH HELPS NEGOTIATE CONSUMER ELECTRIC
SALES.  THE  COMPANY  PLANS  TO  AGGRESSIVELY  PROMOTE  ITS PRODUCTS TO BROKERS,
FOCUSING  ON  COST  SAVINGS AND ENVIRONMENTAL BENEFITS. IT PLANS TO ALSO SOLICIT
BIDS FROM POWER BROKERS, MOST OF 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. WE REVIEW OUR 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 JANUARY 31, 2009 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 JANUARY 31, 2009, THE COMPANY ISSUED THE FOLLOWING
SHARES  OF  STOCK:

<TABLE>
<CAPTION>
                                          SHARES   AMOUNT
                                          -------  -------
<S>                                       <C>      <C>
COMMON STOCK FOR CASH AT $0.42 PER SHARE  122,000  $51,240
</TABLE>


                                        7
<PAGE>

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:

WE  CANNOT  USE GENERAL SOLICITATION OR ADVERTISING TO MARKET THE SECURITIES; WE
MAY  SELL OUR 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;

WE  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 NINE MONTH  PERIOD ENDED JANUARY 31, 2009, WE WERE NOT IN DEFAULT ON
ANY  INDEBTEDNESS.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

DURING  THE  NINE  MONTH  PERIOD  ENDED JANUARY 31, 2009, WE DID NOT  SUBMIT ANY
MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.


                                        8
<PAGE>
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  8-K  -

ON  DECEMBER  18,  2008, THE COMPANY FILED A FORM  8-K REPORTING A PRESS RELEASE
ANNOUNCING  CERTAIN  FINANCIAL  RESULTS FOR THE FISCAL QUARTER ENDED OCTOBER 31,
2008.


                                        9
<PAGE>
SIGNATURES
----------

PURSUANT  TO  THE  REQUIREMENTS  OF THE SECURITIES AND EXCHANGE ACT OF 1934, THE
REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THERETO  DULY  AUTHORIZED:

                                      MASS MEGAWATTS WIND POWER, INC.



DATED:   03/17/2009                     BY:/S/ JONATHAN RICKER
        --------------                      ------------------------------------
                                            CHAIRMAN, CHIEF EXECUTIVE OFFICER,
                                            CHIEF FINANCIAL OFFICER AND
                                            PRINCIPAL ACCOUNTING OFFICER


DATED:   03/17/2009                     BY:/S/ DEBORAH KASPUTIS
        --------------                     -------------------------------------
                                           DEBORAH KASPUTIS
                                           DIRECTOR


DATED:   03/17/2009                     BY:/S/ GARY BEDELL
        --------------                     -------------------------------------
                                           GARY BEDELL
                                           DIRECTOR


                                       10