UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

           [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended October 31, 2007

           [   ]  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
    Incorporation or Organization)                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 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.

                              YES        X  NO
                          ---           ---

There were 4,519,289 shares of the Registrant's no par value common stock
outstanding as of October 31, 2007

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.     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
----------


                                        2
<PAGE>
PART  I - FINANCIAL INFORMATION

ITEM  1.    FINANCIAL STATEMENTS


                                    CONTENTS


Financial  Statements:

  Balance Sheet as of October 31, 2007 (Unaudited)
  Statements of Operations for the Three and Six Months Ended
    October 31, 2007 and 2006 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to October 31, 2007 (Unaudited)
  Statements of Cash Flows for the Six Months Ended October 31,
    2007 and 2006 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)  to October 31, 2007 (Unaudited)
  Notes to Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                            Mass Megawatts Wind Power, Inc.
                                            (A Development Stage Enterprise)
                                                     Balance Sheet
                                          October 31, 2007 and April 30, 2007


                                                                                    October 31, 2007    April 30, 2007
                                                                                      (Unaudited)
<S>                                                                                <C>                 <C>
ASSETS
Current assets:
    Cash                                                                           $          12,351   $        16,108
    Accounts receivable                                                                       11,280                 -
    Prepaid expenses                                                                             291             2,663
                                                                                   ------------------------------------
Total current assets                                                               $          23,922   $        18,771
                                                                                   ------------------------------------

Fixed assets, net of accumulated depreciation of $22,178 and $21,174 respectively              8,634             9,638
Other assets                                                                                     565             9,294
Total assets                                                                       $          33,121   $        37,703


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Accounts payable and accrued liabilities                                       $          30,139   $        42,701
    Credit cards payable                                                                      79,894            83,198
    Due to stockholder                                                                        47,942            41,942
                                                                                   ------------------------------------
Total current liabilities                                                          $         157,973   $       167,841
                                                                                   ------------------------------------

Stockholders' deficit:
    Common stock; no par value; 5,000,000 shares authorized;
      4,519,289 and 4,014,861 shares issued and outstanding, respectively                  3,593,689         3,481,573
    Deficit accumulated during development stage                                          (3,718,543)       (3,611,711)
Total stockholders' deficit                                                                 (124,854)         (130,138)

Total liabilities and stockholders' deficit                                        $          33,121   $        37,703
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      Mass Megawatts Wind Power, Inc.
                                     (A Development Stage Enterprise)

                                   Statements of Operations (Unaudited)


                                                                                             May 27, 1997
                                                                                               (Date of
                                  Three Months Ended               Six Months Ended           Inception)
                                      October 31,                     October 31,           to October 31,
                                 2007            2006            2007            2006            2007
                            ------------------------------  ------------------------------  --------------
<S>                         <C>             <C>             <C>             <C>             <C>
Revenues                    $      11,280   $           -   $      27,008   $           -   $      27,008
Cost of Goods Sold                  9,421               -          23,942               -          23,942
                            ------------------------------  ------------------------------  --------------
Gross Profit                        1,859               -           3,066               -           3,066
                            ------------------------------  ------------------------------  --------------
Operating Expenses:
  General and
    administrative                 45,215          71,778          99,487         137,624       3,645,495
  Depreciation                        502             502            1004           1,004          22,178
                            ------------------------------  ------------------------------  --------------
    Total operating costs          45,717          72,280         100,491         138,628       3,667,673
                            ------------------------------  ------------------------------  --------------

Other Expenses (Income)
  Interest expense                  4,640           4,785           9,430           9,694          57,836
  Interest (income)                   (18)            (13)            (24)            (24)         (3,901)
                            ------------------------------  ------------------------------  --------------
Net loss                    $     (48,480)  $     (77,052)  $    (106,831)  $    (148,298)  $  (3,718,542)
                            ==============================  ==============================  ==============

Net loss per share                  (0.02)          (0.02)          (0.03)          (0.04)

Weighted average number
  of common shares              4,282,446       3,586,342       4,181,219       3,546,341
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 Mass Megawatts Wind Power, Inc.
                                 (A Development Stage Enterprise)

                               Statements of Cash Flows (Unaudited)


                                                                                    May 27, 1997
                                                                                     (Date of
                                                          Six Months Ended          Inception)
                                                             October 31,          to October 31,
                                                        2007            2006            2007
                                                   ------------------------------  --------------
<S>                                                <C>             <C>             <C>
OPERATING ACTIVITIES:
  Net loss                                         $    (106,832)  $    (148,298)  $  (3,718,543)
                                                   --------------  --------------  --------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock for services                8,354          61,474       1,280,529
      Depreciation                                         1,004           1,004          22,178
      Interest imputed on stockholder advances             1,855           2,954          26,525
      Increase (decrease) in:
        Accounts receivable                              (11,280)              -         (11,280)
        Prepaid expenses and other current assets         11,101             874            (856)
        Accounts payable and accrued liabilities         (15,866)         (3,524)        119,574
        Customer deposits                                      -          29,000          31,200
                                                   --------------  --------------  --------------
Total adjustments                                         (4,832)         91,782       1,467,869
                                                   --------------  --------------  --------------
Net cash used by operating activities                   (111,664)        (56,516)     (2,250,673)
                                                   --------------  --------------  --------------

INVESTING ACTIVITIES:
  Purchase of equipment                                        -          (2,018)        (13,712)
                                                   --------------  --------------  --------------

FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                 101,907         134,919       2,228,794
  Borrowings of related party debt                         6,000          19,225         470,396
  Payments on related party debt                               -         (33,687)       (422,454)
                                                   --------------  --------------  --------------
Net cash provided by financing activities                107,907         120,457       2,276,736
                                                   --------------  --------------  --------------

NET (DECREASE) INCREASE IN CASH                           (3,757)         61,923          12,351
CASH AT BEGINNING OF PERIOD                               16,108          16,512               -
                                                   --------------  --------------  --------------
CASH AT END OF PERIOD                              $      12,351   $      78,435   $      12,351
                                                   ==============  ==============  ==============
</TABLE>


                                        6
<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  to  April  30,  2007,  as reported in the Form 10-KSB, have been omitted.

NOTE  2  -  REVENUE  RECOGNITION  AND  COST  OF  REVENUES

The  Company  recognizes  a  sale  when  the  product  has  been  shipped to its
Customer.  The  cost  of  goods  sold includes the cost of inventory used in the
specific  unit.


NOTE  3  -  COMMON  STOCK


During  the  six  months  ended  October  31,  2007:

-  Mass  Megawatts issued 12,063 shares of common stock to consultants for their
services.  The  shares  were  recorded  at  fair  value  of  $8,355.

-  Mass  Megawatts  sold  492,365  shares  of common stock for cash of $101,907.


                                        7
<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  2007  and  beyond  to  differ  materially  from  those  expressed in any
forward-looking  statements  made  by,  or  on  behalf  of  the  Company.

The Company has had minimal revenues related to the sale of wind power equipment
since its inception, but raised funds recently. Specifically, the Company raised
capital  with  a  private  placement  memorandum  under  Regulation D, Rule 506,
selling  shares of its common stock to raise $300,000. The Company has dedicated
approximately  $200,000  of  this  money to be used to develop a prototype to be
utilized  for  manufacturing.  The  Company  also anticipates 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.

The Company believes that it will have sufficient funds to fund its operations
for a minimum of 12 months following October 31, 2007. Although no assurance can
be given, the Company has begun to market its new wind system for sale and has
sold its first product in the first and second fiscal quarters of 2007. The
Company expects these sales to continue and with those funds expects to be able
to fund its operations for an additional 12 months.  Without additional sales,
there is substantial doubt about the Company's ability to continue as a going
concern.

The Company shows a loss for the three and six months ended October 31, 2007 and
the period May 27, 1999 (date of inception) to October 31, 2007. 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.

The Company has only seven years of operating results, with minimal revenue from
operations, and much uncertainty exists about the Company's 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 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 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.


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


                                        8
<PAGE>
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
Muti-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 October 31, 2007, the Company had no  employees. Jonathan Ricker is an
executive officer, and is not considered an employee.  The Company does hire
consultants and other employees, as necessary throughout the year.  During the
six month period ended October 31, 2007, there were no employees hired 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

In the long term, the Company plans 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 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


                                        9
<PAGE>
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.

Mass Megawatts recognized revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectability is reasonably assured. This typically occurs when the product
is shipped.

The Company generates it sales of equipment to a private power plant producer
and records the sale when the product is shipped. At this stage the cost of
goods sold is the direct cost of inventory used in the project.

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.  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 October
31,  2007.  Based  on  this  evaluation,  our  principal  executive  officer and
principal  accounting  officer  concluded that our financial disclosure controls
and  procedures  were  effective  so as to timely identify, correct and disclose
information  required  to  be included in our Securities and Exchange Commission
("SEC")  reports.

There  has  been  no  change  in  the  Company's internal control over financial
reporting  during  the  six  months  ended October 31, 2007 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 six months ended October 31, 2007, the Company issued the following
shares  of  stock:

<TABLE>
<CAPTION>
                                                            Shares    Amount
                                                           ---------  --------
<S>                                                        <C>        <C>
Common stock for cash at $0.30 per share (May 2007)           40,522  $ 12,157
Common stock for cash at $0.30 per share (July 2007)          15,000  $  4,500
Common stock for cash at $0.20 per share (July 2007)         200,000  $ 40,000
Common stock for cash at $0.20 per share (August 2007)        25,000  $  5,000
Common stock for cash at $0.19 per share (September 2007)    175,000  $ 33,250
Common stock for cash at $0.19 per share (September 2007)     36,843  $  7,000
Common stock for services at $0.73 per share (May 2007)        8,103  $  5,915
Common stock for services at $0.65 per share (July 2007)       3,000  $  1,950
Common stock for services at $0.51 per share (July 2007)         960  $    490
</TABLE>


                                       10
<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:

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  six month  period ended October 31, 2007, the Company was not in
default  on  any  of  its  indebtedness.

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

During  the six month period ended October 31, 2007, the Company did not  submit
any  matters  to  a  vote  of  security  holders.


                                       11
<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  -  The  Company  filed  a  Form  8-K  on
September,19 2007, reporting a press release announcing certain financial
results for the fiscal quarter ended July 31, 2007.


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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:   12/17/07                      By:  /s/ Jonathan Ricker
        --------------                     -------------------------------------
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer


Dated:   12/17/07                      By:  /s/ Allison Gray
        --------------                     -------------------------------------
                                           Allison Gray
                                           Director


Dated:   12/17/07                      By:  /s/ Jodi A. Vizzo
        --------------                     -------------------------------------
                                           Jodi A. Vizzo
                                           Director