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

                                  FORM 10-QSB
                               Amendment Number 1

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

                For the quarterly period ended October 31, 2006

           [   ]  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 3,569,811 shares of the Registrant's no par value common stock
outstanding as of October 31, 2006.

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
----------


<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                                    CONTENTS

Financial Statements:

  Balance Sheets as of October 31, 2006 (Unaudited) and July 31, 2006
  Statements of Operations for the Three and Six Months Ended
    October 31, 2006 and 2005 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to October 31, 2006 (Unaudited)
  Statements of Cash Flows for the Six Months Ended October 31,
    2006 and 2005 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)to October 31, 2006 (Unaudited)
  Notes to Financial Statements


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

                                                            October 31,    April 30,
                                                                2006         2006

                                                            (Unaudited)
                                                            ------------  ------------
<S>                                                         <C>           <C>
ASSETS
Current assets:
  Cash                                                      $    78,435   $    16,512
  Prepaid and other current assets                                2,701         3,575
                                                            ------------  ------------
Total current assets                                             81,136        20,087

Fixed Assets, net of accumulated depreciation of $20,204         10,608         9,594
                                                            ------------  ------------
  Total assets                                              $    91,744   $    29,681
                                                            ============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                          $    42,426   $   105,998
  Customer deposits                                              49,000        20,000
  Due to stockholder                                            124,771        80,117
                                                            ------------  ------------
Total current liabilities                                       216,197       206,115

Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    3,712,986 shares issued and outstanding                   3,306,670     3,107,323
  Deficit accumulated during development stage               (3,431,123)   (3,283,757)
                                                            ------------  ------------
Total stockholders' deficit                                    (124,453)     (176,434)
                                                            ------------  ------------

Total liabilities and stockholders' deficit                 $    91,744   $    29,681
                                                            ============  ============
</TABLE>


<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,
                                             2006         2005         2006           2005           2006
                                         -----------  -----------  ------------   ------------  --------------
<S>                                      <C>          <C>          <C>            <C>           <C>

Operating Expenses:
  General and
    administrative                       $    71,778  $    91,408   $  137,624   $    131,914  $    3,375,680
  Depreciation                                   502        1,275        1,004          2,314          18,779
                                         -----------  -----------  ------------   ------------  --------------
    Total operating costs                     72,280       92,683      138,628        134,228       3,394,459
                                         -----------  -----------  ------------   ------------  --------------

Other Expenses (Income)
  Interest expense                             4,785        4,745        9,694          8,904          40,018
  Interest (income)                              (13)          (9)         (24)           (13)         (3,845)
                                         -----------  -----------  ------------   ------------  --------------
Net loss                                 $   (77,052) $   (97,419) $  (148,298)  $   (143,119)  $  (3,430,632)
                                         ===========  ===========  ============   ============  ==============

Net loss per share                       $      (.02) $     (.05)   $     (.04)   $      (.05)

Weighted average number
  of common shares                         3,586,342   2,935,065     3,546,341      2,967,073
</TABLE>


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

                                                                                May 27,
                                                      Six Months Ended       1997 (Date of
                                                         October 31,         Inception) to
                                                                              October 31,
                                                      2006         2005          2006
                                                  -----------  -----------  --------------
<S>                                               <C>          <C>         <C>
OPERATING ACTIVITIES:
  Net loss                                        $ (148,298)  $ (143,119)  $  (3,432,055)
                                                  -----------  -----------  --------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock for services           61,474       34,377       1,180,929
      Depreciation                                     1,004        2,314          20,204
      Interest imputed on stockholder advances         2,954        5,272          22,715
      Increase (decrease) in:
        Accounts payable                              (3,524)       2,237         143,215
        Customer deposits                             29,000       20,000          49,000
        Prepaid expenses and other current assets        874       (1,670)         (2,701)
                                                  -----------  -----------  --------------
  Total adjustments                                   91,782       62,530       1,413,362
                                                  -----------  -----------  --------------
  Net cash used by operating activities              (56,516)     (80,589)     (2,018,693)
                                                  -----------  -----------  --------------

INVESTING ACTIVITIES
  Purchase of equipment                               (2,018)      (4,334)        (13,712)
                                                  -----------  -----------  --------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock             134,919       75,010       2,045,185
  Increase (decrease) in due to shareholder          (14,462)      30,445          65,655
                                                  -----------  -----------  --------------
  Net cash provided by financing activities          120,457      105,455       2,110,840
                                                  -----------  -----------  --------------

NET (DECREASE) INCREASE IN CASH                       61,923       20,532          78,435

CASH AT BEGINNING OF PERIOD                           16,512        3,327               -
                                                  -----------  -----------  --------------

CASH AT END OF PERIOD                             $   78,435   $   23,859   $      78,435
                                                  ===========  ===========  ==============
</TABLE>


<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, and should be read in conjunction with the
audited  financial  statements  and  notes  thereto contained in Mass Megawatt's
Annual Financial Statements filed with the SEC on Form 10-KSB. In the opinion of
management,  all  adjustments,  consisting  of  normal  recurring  adjustments,
necessary  for  a  fair  presentation  of  financial position and the results of
operations  for  the  interim  periods presented have been reflected herein. The
results  of operations for interim periods are not necessarily indicative of the
results  to  be  expected  for  the full year. Notes to the financial statements
which  would  substantially  duplicate  the  disclosure contained in the audited
financial  statements  for  the most recent fiscal year ended April 30, 2006, as
reported  in  the  Form  10-KSB,  have  been  omitted.

NOTE 2 - GOING CONCERN

Mass  Megawatts'  financial  statements  have  been  prepared on a going concern
basis,  which  contemplates  the  realization  of  assets  and  settlement  of
liabilities and commitments in the normal course of business for the foreseeable
future.  Since  inception,  Mass Megawatts has accumulated losses aggregating to
$3,431,123  and has insufficient working capital to meet operating needs for the
next  twelve  months  as  of  September 30, 2006, all of which raise substantial
doubt  about  Mass  Megawatts's  ability  to  continue  as  a  going  concern.

Management's  plans  for  Mass  Megawatts'  continued  existence include selling
additional  stock,  the  of  sale  assets,  or borrowing additional funds to pay
current  accounts  payable,  short-term  debt,  and  overhead  expenses.

Mass  Megawatts'  future  success  is  dependent  upon  its  ability  to achieve
profitable  operations,  generate  cash  from  operating  activities, and obtain
additional  financing. There is no assurance that Mass Megawatts will be able to
generate  sufficient  cash  from  operations,  sell  additional shares of common
stock,  or  borrow  additional  funds.

Mass  Megawatts'  inability  to  obtain  additional  cash  could have a material
adverse effect on its financial position, results of operations, and its ability
to  continue  in  existence.

The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

NOTE 3 - COMMON STOCK

During  the  six  months  ended  October  31,  2006:

-  Mass  Megawatts issued 76,843 shares of common stock to consultants for their
services.  The  shares  were  recorded  at  fair  value  of  $61,474.

-  Mass  Megawatts  sold  176,257  shares  of common stock for cash of $134,919.


<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 FUTUREOPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE
NET  CASH  FLOW. SUCHSTATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT
TO  FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING,  WITHOUTLIMITATION, 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
MARKETPENETRATION  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
inaddition  to  important  factors  described  elsewhere,  the  following
importantfacts,  among  others,  sometimes  have  affected,  and  in  the future
could  affect,the  Company's  actual  results,  and  could  cause  the Company's
actual  resultsduring  2006  and  beyond  to  differ  materially  from  those
expressed  in anyforward-looking  statements  made  by,  or  on  behalf  of  the
Company.

The Company has not had revenues from operations since its inception, but
raisedcapital through a private placement memorandum under Regulation D, Rule
506, selling shares of its common stock to raise $300,000 and through additional
salesof it common stock via private treaty sales. The Company has dedicated a
majority of this money to develop a prototype to be utilized for
manufacturingand for testing and data  analysis. The remaining funds have been
be  used  foradministration, working capital, marketing, and advertising.

Our  current  capital  resources,  together  with  our  expected  cash flow from
operations,  are not sufficient to continue and maintain our operations over the
course  of  the  next  twelve  months. If the Company does not secure additional
financing  in  the  near  term  it  will  be  forced  to seek other alternatives
including  the  sale  of  assets  to  repay its current creditors. This includes
resources  for  the  payment  of  our  anticipated overhead expenses and current
liabilities.  If  the  Company  is  successful in securing sufficient capital to
repay  its  creditors,  the Company will need additional capital to continue its
operations and evaluate its properties. We would, therefore, continue to seek to
raise  capital  over the next 12 months as we attempt to finance the development
of  our existing projects and in order to fund our future growth and exploration
activities.  This  may  take the form of either debt-based financing, or sale of
equity securities. If we are unable to obtain additional funds when we need them
or  if  we  cannot  obtain funds on terms favorable to us, we may need to delay,
scale  back,  or  eliminate  plans  for  further  development  efforts.

The Company shows a loss for the three and six months ended October 31, 2006 and
the  period May 27, 1999 (date of inception) to October 31, 2006. 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  nine  years  of  operating  results,  with  no  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
andrestructuring  that  is  similar  to  the  telecommunication  deregulation of
the1980's. It is impossible to predict whether this change will have a favorable
ornegative  impact  for  the  industry  as  a  whole. However, restructuring can
presentmore  advantages  and  opportunities  for  the Company's very competitive
product  incompeting  vigorously  in  the  new  marketplace.


<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.  As of October 31, 2006,
there have been no sales of the MAT units.

The final approval process for interconnection with the local utility should
occur sometime during the second quarter of fiscal year ended April 30, 2007.
(See pictures on website www.massmegawatts.com.). This project has incorporated
information and improvements gleaned from nearly three years of experience with
a fully functional operational Charlton 5 kW prototype. The information gathered
during the construction of this prototype will prepare the Company for the
planning and development of an infrastructure for the manufacturing of units.
The new model houses extensive testing equipment to further the study and
development for commercial operation and sales.


EMPLOYEES

As  of  October  31,  2006,  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, 2006, 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

The  Company  plans  to  approach  the  simplest  method  of  initial  market
penetrationand  then  sell directly to the power exchanges. The Company plans to
try  to  avoiddifficulties  of  evaluating  wind  resources,  obtaining  sites,
financing, andlocating potential  purchasers  of  power  plants  by redeveloping
abandoned  orobsolete  wind  farms.  Our  strategy  places turbines in high wind
areas  where  thepurchase  contracts  from utilities for wind energy are already
available.  We  haveidentified  large  users  of  electric  power  in  high wind
locations.  Also,  we  hadinitial meetings  with  the  local  planning boards of
the  communities  with  the


<PAGE>
proposed  sites  and  decision makers who purchase the electricity. We also plan
tohave  strategic  alliances  with  developers  of  proposed  sites  and
constructioncompanies  as  Mass  Megawatts  grows  rapidly.

Also,  a  groundswell  across  the  nation  for  Green  Power/renewable  energy
hasprompted  state  and  federal  legislatures  to  offer tremendous tax credits
andincentives.  Capitalizing  on  this  trend,  Mass  Megawatts Wind Power, Inc.
ispreparing  a  MAT  sales  presentation  during the fiscal year ended April 30,
2005,for  high tax  bracket  individuals and corporations. For those qualifying,
thefinancial  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  andpromote  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  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.

Research  and  development costs are charged to operations when incurred and are
included  in  operating  expenses.


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,  2005.  Based  on  this  evaluation,  our  principal  executive  officer and
principal  accounting  officer  concluded that our financial disclosure controls
and procedures were not effective so as to timely identify, correct and disclose
information  required  to  be included in our Securities and Exchange Commission
("SEC")  reports  due  to  the  Company's limited internal resources and lack of
ability  to  have  multiple  levels  of  transaction review.  Through the use of
external  consultants  and  the  audit  process,  management  believes  that the
financial  statements  and  other  information presented herewith are materially
correct.

There  have  been  no  changes  in the Company's internal control over financial
reporting  during  the  three months ended October 31, 2006 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.


<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company currently has no legal proceedings to which the Company is a party
to or to which its property is subject to and, to the best of its knowledge, no
adverse legal activity is anticipated or threatened.


ITEM 2. CHANGES IN SECURITIES

During the three month period ended October 31, 2006, there was no modification
of any instruments defining the rights of holders of the Company's common stock
and no limitation or qualification of the rights evidenced by the Company's
common stock as a result of the issuance of any other class of securities or the
modification thereof.

During the six months ended October 31, 2006, the Company issued the following
shares of stock:

<TABLE>
<CAPTION>
                                                                Shares    Amount
                                                               --------  --------
<S>                                                            <C>       <C>
Common stock for cash at $.80 per share                         100,713  $ 80,570

Common stock for cash at $1.10 per share (May 2006)              13,044    14,348

Common stock for cash at $.64 per share                          62,500    40,000
</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 six month period ended October 31, 2006, 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, 2006, the Company did not submit
any matters to a vote of security holders.


ITEM 5. OTHER MATTERS

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


<PAGE>
(a)   Exhibits -

31     CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT
TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

32     CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(b) Reports on Form 8-K

     On September 19, 2006, an 8-K filing related to the results of operations
and financial condition for the three months ended July 31, 2006.

     On August 15, 2006, an 8-K filing related to the results of a Regulation FD
Disclosure related to Form 5 filing by the Chief Executive Officer.


<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:    12/11/06                         By: /s/ Jonathan C. Ricker
        ------------                     -------------------------------------
                                           Jonathan C. Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer


Dated:    12/11/06                         By: Allison Gray
        ------------                     -------------------------------------
                                           Allison Gray
                                           Director


Dated:    12/11/06                         By: Jodi A. Vizzo
        ------------                     -------------------------------------
                                           Jodi A. Vizzo
                                           Director