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 July 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 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.

                              YES        X  NO
                          ---           ---

There were 4,282,446 shares of the Registrant's no par value common stock
outstanding as of July 31, 2007

Transitional  Small  Business  Format  (check  one)   Yes       NO  X
                                                          ---      ---


                                        1
<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


                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

                              Financial Statements

          Three Months Ended July 31, 2007 and 2006 (Unaudited) and the
        Period May 27, 1997 (Date of Inception) to July 31, 2007 (Unaudited)




                                    CONTENTS


Financial  Statements:

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)
                                  Balance Sheet
                            July 31, 2007 (Unaudited)

ASSETS
<S>                                                         <C>
Current assets:
  Cash                                                      $    28,600
  Prepaid Expenses                                                1,327
                                                            ------------
Total current assets                                             29,927

Fixed Assets, net of accumulated depreciation of $21,676          9,136
Other assets                                                        540
                                                            ------------

 Total assets                                               $    39,603
                                                            ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current  liabilities:
  Accounts  payable and accrued liabilities                 $    31,529
  Credit cards payable                                           82,700
  Due to stockholder                                             47,942
                                                            ------------
Total  current  liabilities                                     162,171

Stockholders'  deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    4,282,446  shares  issued  and  outstanding               3,547,496
  Deficit  accumulated  during  development  stage           (3,670,064)
                                                            ------------
Total  stockholders' deficit                                   (122,568)
                                                            ------------

Total liabilities and stockholders' deficit                 $    39,603
                                                            ============
</TABLE>


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

                                                                          May 27, 1997
                                              Three Months Ended      (Date of Inception)
                                                   July 31,                to July 31
                                              2007         2006              2007
                                         ------------  -------------  ------------------
<S>                                      <C>           <C>            <C>

Revenues                                 $    15,728   $          -   $          15,728
Cost of Goods Sold                            14,521              -              14,521
                                         ------------  -------------  ------------------
Gross Profit                                   1,207              -               1,207

Operating Expenses:
  General and
    administrative                            54,274         65,845           3,600,282
  Depreciation                                   502            502              21,676
                                         ------------  -------------  ------------------
    Total operating costs                     54,776         66,347           3,621,958
                                         ------------  -------------  ------------------
Loss from operations                         (53,569)        66,347          (3,620,751)
                                         ------------  -------------  ------------------
Other Expenses (Income)
  Interest expense                             4,790          4,911              53,196
  Interest (income)                               (6)           (10)             (3,883)
                                         ------------  -------------  ------------------
Total other expense                            4,784          4,901              49,313

                                         ------------  -------------  ------------------
Net loss                                 $   (58,353)  $    (71,248)  $     (3,670,064)
                                         ============  =============  ==================

Net loss per share                       $      (.01)  $       (.02)

Weighted average number
  of common shares                         4,098,146      3,506,156
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)
                      Statements of Cash Flows (Unaudited)


                                                                             May  27,
                                                    Three Months Ended    1997 (Date of
                                                          July 31,        Inception) to
                                                  ----------------------     July 31,
                                                     2007        2006         2007
                                                  ----------  ----------  -------------
<S>                                               <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                         $(58,353)  $ (71,248)  $ (3,670,064)
                                                  ----------  ----------  -------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Shares issued for services                      8,355      28,054      1,280,530
      Depreciation                                      502         502         21,676
      Interest imputed on stockholder advances          911       1,480         25,581
      Changes in:
        Accounts payable and accrued liabilities    (11,670)     (7,803)       123,770
        Customer deposits                                 -           -         31,200
        Prepaid expenses and other current assets    10,090         437         (1,867)
                                                  ----------  ----------  -------------
  Total adjustments                                   8,188      22,670      1,480,890
                                                  ----------  ----------  -------------
  Net cash used by operating activities             (50,165)    (48,578)    (2,189,174)
                                                  ----------  ----------  -------------

INVESTING ACTIVITIES
  Purchase of equipment                                   -      (2,018)       (13,712)
                                                  ----------  ----------  -------------
  Net cash used by investing activities                   -      (2,018)       (13,712)
                                                  ----------  ----------  -------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock             56,657      63,799      2,183,544
  Borrowings on related party debt                    6,000       9,558        470,396
  Payments on related party debt                          -     (15,104)      (422,454)
                                                  ----------  ----------  -------------
  Net cash provided by financing activities          62,657      58,253      2,231,486
                                                  ----------  ----------  -------------

NET INCREASE IN CASH                                 12,492       7,657         28,600

CASH AT BEGINNING OF PERIOD                          16,108      16,512              -
                                                  ----------  ----------  -------------

CASH AT END OF PERIOD                             $  28,600   $  24,169    $    28,600
                                                  ==========  ==========  =============
</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.  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

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

     NOTE 3 - COMMON STOCK

     During  the  quarter  ended  July  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 255,522 shares of common stock for cash of $56,657.


                                        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 July 31, 2007. Although no assurance can be
given, the Company has begun to market its new wind system for initial sales and
in July of 2007 made it's first product sale. 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 months ended July 31, 2007 and the period
May 27, 1999 (date of inception) to July 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.


                                        8
<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
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  July  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
year  ended  July  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


                                        9
<PAGE>
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.

Mass  Megawatts  recognizes  revenue  when persuasive evidence of an arrangement
exists,  services  have been rendered, the sales price is fixed or determinable,
and collectibility 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 July
31, 200. 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  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.

There  has  been  no  change  in  the  Company's internal control over financial
reporting  during  the  three  months  ended  July 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


                                       10
<PAGE>
ITEM  2.     CHANGES  IN  SECURITIES

During  the  three  months ended July 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 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>

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, 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  three  month period ended July 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 July 30, 2007,
reporting a press release announcing certain financial results for the fiscal
year ended April 30, 2007.


                                       12
<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:   9/19/07                       By:  /s/ Jonathan Ricker
        --------------                     -------------------------------------
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer



Dated:   9/19/07                       By:  /s/ Allison Gray
        --------------                     -------------------------------------
                                           Allison Gray
                                           Director



Dated:   9/19/07                       By:  /s/ Jodi A. Vizzo
        --------------                     -------------------------------------
                                           Jodi A. Vizzo
                                           Director