UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington
D.C. 20549





FORM
10-Q





x  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D)


OF THE
SECURITIES EXCHANGE ACT OF 1934.





For the
quarterly period ended July 31,
2009





o 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 Incorporation or
    Organization)
            
            (I.R.S.
      Employer Identification Number)





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 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.  Yes x   No o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in this Form 10-Q or any
amendment to this Form 10-Q.      Yes x   No o





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





Large
      accelerated filer o
            
            Accelerated
      filer o
            
            o Non-accelerated
      filer
            
            x Smaller
      reporting company





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





There
were 7,049,524 shares of the Registrant's no par value common stock outstanding
as of July 31, 2009












Mass Megawatts Wind Power, Inc.


(A
Development Stage Enterprise)




CONTENTS




Part  I
      - Financial InformationItem  1.
            Financial  Statements
            1Item  2.
            Management's Discussion & Analysis and Plan of
      Operation
            9Item  3.
            Quantitative and Qualitative Disclosures about Market
      Risks
            12Item  4.
            Controls  and  Procedures
            12Part  II
      - Other InformationItem  1.
            Legal Proceedings
            13Item  2.
            Changes in Securities
            13Item  3.
            Defaults On Senior
      Securities
            14Item  4.
            Submission of Matters to a Vote of Security
      Holders
            14Item  5.
            Other Matters
            15Item  6.
            Exhibits and Reports on Form
8-K
            15Signatures
            15


Table of Contents





PART  I
- FINANCIAL INFORMATION





ITEM  1.    FINANCIAL
STATEMENTS





CONTENTS





Financial  Statements:





Balance
      Sheets as of July 31, 2009, and April 30, 2009
      (Unaudited)
            2Statements
      of Operations for the Three Months Ended July 31, 2009 and 2008
      (Unaudited) and for the Period May 27, 1997 (Date of Inception) to July
      31, 2009 (Unaudited)
            3Statements
      of Cash Flows for the Three Months Ended July 31, 2009 and 2008
      (Unaudited) and for the Period May 27, 1997 (Date of
      Inception)  to July 31, 2009 (Unaudited)
            4Notes
      to Unaudited Financial Statements
            5


1
 Table of Contents


PART  I  -  FINANCIAL  INFORMATION





Mass
Megawatts Wind Power, Inc.


(A
Development Stage Company)


Balance
Sheets


(Unaudited)





July
      31, 2009
            
            
            April
      30, 2009ASSETSCurrent
      assets:Cash
            
            $
            77,230
            
            
            $
            83,151Contracts
      receivable
            
            
            25,115
            
            
            
            25,115Prepaid
      expenses and other current assets
            
            
            15,569
            
            
            
            20,847Costs
      in excess of billings on uncompletedcontracts
            
            
            8,251
            
            
            
            8,251Total
      current assets
            
            
            126,165
            
            
            
            137,364Fixed
      assets, net of accumulated depreciation of $25,693 and $25,191,
      respectively
            
            
            5,119
            
            
            
            5,621Total
      assets
            
            $
            131,284
            
            
            $
            142,985LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            56,141
            
            
            $
            101,991Provision
      for loss on contract
            
            
            34,478
            
            
            
            73,329Due
      to stockholder
            
            
            68,769
            
            
            
            102,769Deferred
      income
            
            
            61,072
            
            
            
            11,072Total
      current liabilities
            
            
            220,460
            
            
            
            289,161Stockholders'
      deficit:Common
      stock; no par value; 12,000,000 shares authorized; 7,049,524 issued and
      outstanding at July 31, 2009; 7,000,000 authorized; 6,765,676 issued and
      outstanding at April 30, 2009
            
            
            4,965,457
            
            
            
            4,776,899Deficit
      accumulated during development stage
            
            
            (5,054,633
            )
            
            
            (4,923,075
            )Total
      stockholders' deficit
            
            
            (89,176
            )
            
            
            (146,176
            )Total
      liabilities and stockholders' deficit
            
            $
            131,284
            
            
            $
            142,985




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


2
 Table of Contents




Mass
Megawatts Wind Power, Inc.


(A
Development Stage Company)


Statements
of Operations


(Unaudited)





May
      27, 1997Three
      Months Ended
            
            
            (Inception)July
      31,
            
            
            Through2009
            
            
            2008
            
            
            July 31,
      2009Contract
      revenues earned
            
            $
            -
            
            
            $
            -
            
            
            $
            51,739Direct
      contracting costs
            
            
            -
            
            
            
            -
            
            
            
            461,346Contracting
      loss
            
            
            -
            
            
            
            -
            
            
            
            (409,607
            )Operating
      expenses:General
      and administrative
            
            
            128,175
            
            
            
            269,925
            
            
            
            4,546,083Depreciation
            
            
            502
            
            
            
            502
            
            
            
            25,693Total
      operating costs
            
            
            128,677
            
            
            
            270,427
            
            
            
            4,571,776Operating
      loss
            
            
            (128,677
            )
            
            
            (270,427
            )
            
            
            (4,981,383
            )Other
      income (expense):Interest
      expense
            
            
            (2,933
            )
            
            
            (3,375
            )
            
            
            (77,803
            )Interest
      income
            
            
            52
            
            
            
            319
            
            
            
            4,553Total
      other expense
            
            
            (2,881
            )
            
            
            (3,056
            )
            
            
            (73,250
            )Net
      loss
            
            $
            (131,558
            )
            
            $
            (273,483
            )
            
            $
            (5,054,633
            )Net
      loss per share – basic and diluted
            
            $
            (0.02
            )
            
            $
            (0.05
            )Weighted
      average number of common shares – basic and diluted
            
            
            6,877,246
            
            
            
            5,076,453





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


3
 Table of Contents




Mass
Megawatts Wind Power, Inc.


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)





May
      27, 1997(Inception)Three
      Months Ended
            
            
            ThroughJuly
      31,
            
            
            July
      31,2009
            
            
            2008
            
            
            2009OPERATING
      ACTIVITIESNet
      loss
            
            $
            (131,558
            )
            
            $
            (273,483
            )
            
            $
            (5,054,633
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Shares
      issued for services
            
            
            12,350
            
            
            
            125,807
            
            
            
            1,540,095Depreciation
            
            
            502
            
            
            
            502
            
            
            
            25,693Interest
      imputed on stockholder advances
            
            
            1,027
            
            
            
            -
            
            
            
            30,936Changes
      in:Contracts
      receivable
            
            
            -
            
            
            
            -
            
            
            
            (25,115
            )Prepaid
      expenses and other current assets
            
            
            5,278
            
            
            
            (42,802
            )
            
            
            (15,569
            )Provision
      for loss on contract
            
            
            (38,851
            )
            
            
            -
            
            
            
            34,478Costs
      and estimated earnings in excess of billings
            
            
            -
            
            
            
            -
            
            
            
            (8,251
            )Accounts
      payable and accrued liabilities
            
            
            (45,850
            )
            
            
            (54,121
            )
            
            
            153,703Deferred
      revenue
            
            
            50,000
            
            
            
            -
            
            
            
            61,072Customer
      deposits
            
            
            -
            
            
            
            -
            
            
            
            4,192Net
      cash used in operating activities
            
            
            (147,102
            )
            
            
            (244,097
            )
            
            
            (3,253,399
            )INVESTING
      ACTIVITIESPurchase
      of fixed assets
            
            
            -
            
            
            
            -
            
            
            
            (13,712
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            -
            
            
            
            (13,712
            )FINANCING
      ACTIVITIESProceeds
      from issuance of common stock
            
            
            175,181
            
            
            
            446,781
            
            
            
            3,336,585Borrowings
      on related party debt
            
            
            30,595
            
            
            
            -
            
            
            
            742,180Payments
      on related party debt
            
            
            (64,595
            )
            
            
            (42,442
            )
            
            
            (734,424
            )Net
      cash provided by financing activities
            
            
            141,181
            
            
            
            404,339
            
            
            
            3,344,341NET
      INCREASE (DECREASE) IN CASH
            
            
            (5,921
            )
            
            
            160,242
            
            
            
            77,230CASH
      AT BEGINNING OF PERIOD
            
            
            83,151
            
            
            
            153
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            77,230
            
            
            $
            160,395
            
            
            $
            77,230SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
            
            
            1,906
            
            
            
            3,375Income
      tax paid
            
            
            -
            
            
            
            -





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


4
 Table of Contents




Mass
Megawatts Wind Power, Inc.


(A
Development Stage Company)


Notes to
Financial Statements


(Unaudited)





NOTE
1 – DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES





Mass
Megawatts Wind Power, Inc. (”Mass Megawatts"), a Massachusetts corporation, was
incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass Megawatts changed its
name in January 2001 to Mass Megawatts Power, Inc. and has been in the
development stage since its incorporation. Mass Megawatts 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. The
corporate headquarters is located in Worcester, Massachusetts.





The
accompanying unaudited interim financial statements of Mass Megawatts Wind
Power, Inc. have been prepared in accordance with the accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in Mass Megawatt’s
Annual Financial Statements included herein on this Form S-1 filed with the
SEC.  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 period presented have
been reflected herein.  The results of operations for the interim
period is not necessarily indicative of the results to be expected for the full
year.  Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal period ended April 30, 2009 have been omitted.




Reclassifications





Certain
prior period amounts have been reclassified to conform to current period
presentation.





Recently
Issued Accounting Pronouncements





Mass
Megawatts does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on their financial position, results
of operations or cash flows.





NOTE
2 – CONTRACTS RECEIVABLE





July
      31,2009
            
            
            2008Contracts
      in progress:Current
      accounts receivable
            
            $
            25,115
            
            
            $
            -Retainage
            
            
            11,550
            
            
            
            -Total
            
            $
            36,665
            
            
            $
            -


5
 Table of Contents


NOTE
3 – COSTS AND BILLINGS ON UNCOMPLETED CONTRACTS





Information
with respect to uncompleted contracts is summarized below.





In 2009
the Company anticipated that is was going to have a loss on its uncompleted
contract and recorded the loss at April 30, 2009, prior to the completion of the
contract.





July
      31,2009
            
            
            2008Costs
      incurred on uncompleted contracts
            
            $
            499,522
            
            
            $
            -Estimated
      losses
            
            
            (410,250
            )
            
            
            -89,272
            
            
            
            -Less
      progress billings to date
            
            
            115,499
            
            
            
            -$
            (26,227
            )
            
            $
            -Included
      in accompanying balance sheets under the following
    captions:Costs
      in excess of billings on uncompleted contracts
            
            $
            8,251
            
            
            $
            -Provision
      for loss on contract
            
            
            (34,478
            )
            
            
            -$
            (26,227
            )
            
            $
            -





NOTE
4 - 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 of $5,054,633 at July 31, 2009.
In addition, at July 31, 2009, Mass Megawatts had a working capital deficit of
$94,295. These conditions raise 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.


6
 Table of Contents


NOTE
5 - RELATED PARTY TRANSACTIONS





At July
31, 2009, we owed $68,769 to certain stockholders, which consisted of net funds
advanced of $36,323 and amounts owed on personal credit cards for company
expenditures of $32,446.





The funds
advanced are due on demand, bear no interest and are unsecured. Imputed interest
expense of 8% was recorded during the three months ended July 31, 2009 and 2008
and treated as a contribution to capital. Payments on stockholders credit cards
are subject to the terms and conditions of the authorizing
entities.





Pursuant
to a Licensing Agreement dated June 21, 2000, Mass Megawatts was granted an
exclusive sublicense to market, within a limited territory, the MultiAxis
Turbosystem (MAT) and associated technology relative to wind velocity
augmentation which is the ability to use external walls or structure to enhance
the flow of air velocity for increasing power output. The MAT is comprised of
certain products and technology covered by eight applications for United States
Letters Patented by Jonathan Ricker. Mr. Ricker is the owner of the patent
rights of the licensed technology to Windstorm International. He is also the
Chairman and Chief Executive Officer of Mass Megawatts.





The
Company must pay a royalty fee to Mr. Ricker of two percent of the net sales for
the life of the patent of each product being licensed.





The
limited territory is defined as: Massachusetts, New York, New Jersey,
Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska, North
Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. Mass Megawatts
must pay a royalty fee to Mr. Ricker based on two percent of the net sales of
Mass Megawatts for the life of the patent of each product being licensed
pursuant to the sublicensing agreement. The sub-licensor is Windstorm
International of Putnam, CT who received a license agreement from Mr.
Ricker.





Several
of the patents have filed Patent Cooperation Treaty Applications and National
Phase patents in many nations and all major countries have been granted and
currently active during Year 2009.





The above
terms and amounts are not necessarily indicative of the terms and amounts that
would have been received had comparable transactions been entered into with
independent party.


7
 Table of Contents


NOTE
6 – CUSTOMER DEPOSITS




During
the first quarter of fiscal 2010, Mass Megawatts received $50,000 from a third
party as a deposit on construction of a wind power
plant.  Construction on this project was started during late August
2009.




NOTE
7 – COMMON STOCK





During
the three months ended July 31, 2009:





- Mass
Megawatts issued 10,000 shares of common stock to consultants for their
services. These shares were valued and recorded at fair value of
$12,350.





- Mass
Megawatts sold 273,848 shares of common stock for cash of
$175,181.


8
 Table of Contents


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," "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.





RESULTS
OF OPERATIONS FOR THE PERIOD ENDED JULY 31, 2009 AS COMPARED TO THE


PERIOD
ENDED JULY 31, 2008:





The
Company shows a loss of $131,558 for the three months ended July 31, 2009 and
$273,483 for the three months ended July 31, 2008. The losses are related mostly
to the professional fees and development of a prototype, including engineering
work.  Other costs include development of site locations for projects,
as well as administrative expenses.




Liquidity
and Capital Resources





We had
total assets of $131,284 as of April 30, 2009, which consisted of cash of
$77,230, contracts receivable of $25,115, costs in excess of billings on
uncompleted contracts of $8,251, prepaid expenses and other current assets of
$15,569, and fixed assets net of accumulated depreciation of
$5,119.





We had
total liabilities of $220,460 as of April 30, 2009, consisting of accounts
payable and accrued liabilities of $56,141, provision for loss on contract of
$34,478, loans and advances provided by director of $68,769, and deferred income
of $61,072.





We have
had net losses since inception and had at accumulated deficit of $5,054,633 at
July 31, 2009.





We had
net cash used in operating activities of $147,102 for the three months ended
July 31, 2009.  We had a net loss of $131,558 including non-cash items
of $12,350 related to stock issued for services, $502 of depreciation and
imputed interest of $1,027.





We had
$141,181 in net cash provided by financing activities for the three months ended
July 31, 2009, including $175,181 in proceeds from the sale of
stock.





We had no
outstanding cash commitments as of July 31, 2009.


9
 Table of Contents


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 2010 and
beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of the Company.





The
Company has not had significant revenues from operations since its inception,
but has raised funds through other means to maintain
liquidity.  Specifically, the Company raised capital with a private
placement memorandum under Regulation D, Rule 506, selling shares of its common
stock to raise $175,000 for the three months ended July 31, 2009. The Company
has dedicated approximately $75,000 of this money to be used to upgrade existing
prototypes costs in excess of billings on current projects to be utilized for
manufacturing. The Company has also spent approximately $100,000 for
administration, working capital, marketing, and advertising.





There is
substantial doubt that the Company will have sufficient cash flows from
operations to fund its operations for a minimum of 12 months following April 30,
2009 and is therefore dependent on financing from issuing capital stock or
debt.  In July 2009, the shareholders approved an increase of its
authorized common stock from 7,000,000 to 12,000,000 shares.  Mass
Megawatts plans to continue to pursue additional equity financing to provide
funds for operations.





The
Company also expects to generate sales in fiscal 2010 and expects to be able to
fund its operations for an additional 12 months, but cannot predict with any
certainty its ability to do so.  In April of 2009 the Company entered
into two separate agreements to sell wind power projects for a total of $2.1
million.  Without additional future sales, there is substantial doubt
about the Company’s ability to continue as a going concern.





The
Company has nine years of operating results, with no substantial revenues from
operations.  Much uncertainty exists about the Company's future as a
result of the lack of operating revenue for several years. The lack of long-term
experience in new product development could have an adverse impact on the
Company.





The
Company's ticker symbol is MMGW and can be found on the Over-The-Counter
Bulletin Board, more commonly described as OTC-BB: MMGW.





Mass
Megawatt's market share and any changes in the underlying economics of the
industry are expected to have a minimal effect on the Company's operating
results within the next 12 months. This is due to the large market for
electricity and the Company’s overall market share having little or no impact on
a market of 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 unfavorable
impact for the industry as a whole. It is anticipated, however, that
restructuring could present more advantages and opportunities for the Company's
product by enabling it to compete in the new marketplace.





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.


10
 Table of Contents


Included
in the marketing program, is the initial establishment of strategic alliances
with companies involved with green marketing programs. During the third party
verification process, Mass Megawatts, plans to begin these efforts with "word of
mouth" techniques at business organizations and with power brokers. As a lower
priority Mass Megawatts may be involved in very limited efforts to include
direct advertising to green pricing customers either through direct mail or
advertising in the media in conjunction with environmental related events. On a
limited budget, the Company plans to be able to determine which marketing
methods are most effective by marketing in a very limited geographical
area.





As
initial marketing efforts including "word of mouth" techniques have matured, the
Company plans to advertise in local publications if cash flow allows continued
marketing efforts. Again as noted earlier, no assurance can be given as to the
development of a successful marketing program. If successful, television and
radio advertisement could be utilized.





As our
next priority, working capital and administrative support plans to be used for
contingencies on an "as needed" basis.





Over the
past year, Mass Megawatts has continued to refine the engineering details and
construction processes required for commercial production of the Multi-Axis
Turbosystem (MAT).  These advances are currently being applied to the third
party verification and ultimately  accelerate worldwide awareness and
acceptance of the MAT technology.





In
addition, Mass Megawatts has created valuable financial analysis materials to
allow our potential customer base to identify effective financing methods. 
This will facilitate the sale of MAT units going forward.





EMPLOYEES





As of
July 31, 2009, the Company had no employees. Jonathan Ricker is an executive
officer, and is not considered an employee.  The Company does hire
consultants and other professionals including carpenters, ironworkers,
electricians and computer programmers working directly on construction projects
as necessary.  During the three month period ended July 31, 2009,
there were no employees hired directly by the Company.  Mass Megawatts
has retained other members of the management team as consultants. Mass Megawatts
believes that there will be no significant changes in the number of employees.
The Company does not have a collective bargaining agreement and Mass Megawatts
does not have an employment contract with Mr. Ricker.





STRATEGY  AND  MARKETING





The
Company plans to approach the simplest method of initial market penetration and
then sell directly to the power exchanges.  The Company plans to try
to avoid difficulties of evaluating wind resources, obtaining sites, financing,
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, we had initial 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
including a federal tax credit of 30% of the capital cost passed by Congress and
signed into law by President Obama. Capitalizing on this trend, Mass Megawatts
Wind Power, Inc. has 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.


11
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DISTRIBUTION





Although
little marketing is required for profitable trades on the power exchanges, the
Company will, at some time in the future, seek a higher price for each
kilowatt/hour sold. When the Company pursues this effort, sales and service
activities are planned to be handled through strategic alliances with new and
emerging electric power brokers, which have formed as a result of deregulation
in the retail sale of electricity. Power brokers buy blocks of electricity in
megawatt/hour units. For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year and provide a five percent non-refundable deposit on each block of
electricity reserved for future purchases. Such brokers include All Energy,
Green Mountain Resources, and Energy Vision.  Another marketing
resource for the Company’s product is Electricity Choice, which helps negotiate
consumer electric sales. The Company plans to aggressively promote its products
to brokers, focusing on cost savings and environmental benefits. It plans to
also solicit bids from power brokers, most of whom are registered in the states
in which they do business. Compensation to brokers is straightforward and is
typically calculated as a percentage of power sales.





CRITICAL
ACCOUNTING POLICIES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company reviews its estimates, including but
not limited to, recoverability of long-lived assets, recoverability of prepaid
expenses and deposits on a regular basis and makes adjustments based on
historical experiences and existing and expected future conditions. These
evaluations are performed and adjustments are made as information is available.
Management believes that these estimates are reasonable; however, actual results
could differ from these estimates.





We
believe that the following critical policies affect our more significant
judgments and estimates used in preparation of our financial
statements.





Item  3.  Quantitative and Qualitative
Disclosures about Market Risks





Not
applicable





Item  4.  Controls  and  Procedures





Evaluation of disclosure
controls and procedures.





Our
Management, principally our chief executive officer and chief financial officer,
which is the same person, evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based
on this evaluation, our chief executive officer and chief financial officer
concluded that, as of the end of such period,  the Company’s
disclosure controls and procedures were not effective, as required under Rules
13a-15(e) and 15d-15(e) under the Exchange Act.





Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.


12
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Our
management, including our chief executive officer and chief financial officer at
the end of the period covered by this Report, conducted an evaluation of the
effectiveness of our internal control over financial reporting. Based on its
evaluation, our management concluded that there is a material weakness in our
internal control over financial reporting. A material weakness is a deficiency,
or a combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.





The
material weakness relates to the monitoring and review of work performed by our
Chief Financial Officer and lack of segregation of duties. In the preparation of
audited financial statements, footnotes and financial data all of our financial
reporting is carried out by our Chief Financial Officer, and we do not have an
independent audit committee to monitor or review the work performed. The lack of
segregation of duties results from lack of accounting staff with accounting
technical expertise necessary for an effective system of internal control. In
order to mitigate this material weakness to the fullest extent possible, all
financial reports are monitored and reviewed by the Chief Executive Officer. All
unexpected results are investigated. We currently hire accounting consultants to
assist in implementing additional procedures for the monitoring and review of
work performed by our chief financial officer.





In the
future, the Company intends to hire additional  management and accounting
staff which can develop and implement a system to strengthen its internal
controls over financial reporting.





This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this Quarterly Report on Form
10-Q.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in the Company’s internal control over financial reporting
during the three months ended July 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 July 31, 2009, the Company issued the
following shares
of stock:





Shares
            
            
            AmountCommon
      stock for cash at $0.50 per share (May 2009)
            
            
            4,000
            
            
            $
            2,000Common
      stock for cash at $0.60 per share (May 2009)
            
            
            35,000
            
            
            $
            21,000Common
      stock for cash at $0.65 per share (May 2009)
            
            
            10,000
            
            
            $
            6,500Common
      stock for cash at $0.56 per share (June 2009)
            
            
            45,000
            
            
            $
            25,200Common
      stock for cash at $0.65 per share (June 2009)
            
            
            2,000
            
            
            $
            1,300Common
      stock for cash at $0.70 per share (June 2009)
            
            
            81,728
            
            
            $
            57,210Common
      stock for cash at $0.60 per share (July 2009)
            
            
            52,177
            
            
            $
            31,306Common
      stock for cash at $0.65 per share (July 2009)
            
            
            10,000
            
            
            $
            6,500Common
      stock for cash at $0.70 per share (July 2009)
            
            
            17,443
            
            
            $
            12,210Common
      stock for cash at $0.72 per share (July 2009)
            
            
            14,000
            
            
            $
            10,080Common
      stock for cash at $0.75 per share (July 2009)
            
            
            2,500
            
            
            $
            1,875Common
      stock for services at $1.37 per share (June 2009)
            
            
            5,000
            
            
            $
            6,850Common
      stock for services at $1.10 per share (July 2009)
            
            
            5,000
            
            
            $
            5,500


13
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The
common stock issued for services is valued at its fair market value. These
shares are not registered under Rule 506 of Regulation D, which is an exemption
of Section 4(c) of the Securities Act of 1933.




Rule 506
of Regulation D is considered a "safe harbor" for the private offering exemption
of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption
can raise an unlimited amount of money. A company can be assured it is within
the Section 4(2) exemption by satisfying the following standards:




The
company cannot use general solicitation or advertising to market the
securities;




The
company may sell its securities to an unlimited number of "accredited investors"
and up to 35 other purchases. Unlike Rule 505, all non-accredited investors,
either alone or with a purchaser representative, must be sophisticated-that is,
they must have sufficient knowledge and experience in financial and business
matters to make them capable of evaluating the merits and risks of the
prospective investment;




Companies
must decide what information to give to accredited investors, so long as it does
not violate the antifraud prohibitions of the federal securities laws. But
companies must give non-accredited investors disclosure documents that are
generally the same as those used in registered offerings. If a company provides
information to accredited investors, it must make this information available to
non-accredited investors as well;




The
company must be available to answer questions by prospective
purchasers;




Financial
statement requirements are the same as for Rule 505; and




Purchasers
receive "restricted" securities, meaning that the securities cannot be sold for
at least a year without registering them. While companies using the Rule 506
exemption do not have to register their securities and usually do not have to
file reports with the SEC, they must file what is known as a "Form D" after they
first sell their securities. Form D is a brief notice that includes the names
and addresses of the company's owners and stock promoters, but contains little
other information about the company.




ITEM 3. DEFAULTS ON SENIOR SECURITIES




During
the three month period ended July 31, 2009, the Company was not in default
on any of its indebtedness.




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




During
the three month period ended July 31, 2009, the Company submitted to a vote of
security holders , an amendment to the Articles of Incorporation to increase of
common stock authorized from 7,000,000 to 12,000,000. The amendment was passed
..


14
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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  -  The  Company  filed  a  Form  8-K  on
July 31, 2009, reporting a press release announcing certain financial results
for the fiscal year ended April 30, 2009.





SIGNATURES





Pursuant  to  the  requirements  of
the Securities and Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereto  duly  authorized:





MASS
      MEGAWATTS WIND POWER, INC.Dated:
            09/17/09
            
            By:
            /s/
      Jonathan RickerChairman,
      Chief Executive Officer,Chief
      Financial Officer andPrincipal
      Accounting OfficerDated:
            09/17/09
            
            By:
            /s/
      Gary BedellGary
      BedellDirectorDated:
            09/17/09
            
            By:
            /s/
      Debra KasputisDebra
      KasputisDirector






15