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

                                  FORM 10-QSB/A

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

                For the quarterly period ended October 31, 2005

              [_] 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 3,329,036 shares of the Registrant's no par value common stock
outstanding as of October 31, 2005

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


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

                              Financial Statements

         Six Months Ended October 31, 2005 and 2004 (Unaudited) and the
    Period May 27, 1997 (Date of Inception) to October 31, 2005 (Unaudited)




                                    CONTENTS


Financial  Statements:

  Balance Sheet as of October 31, 2005 (Unaudited)
  Statements of Operations for the Three and Six Months Ended
    October 31, 2005 and 2004 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to October 31, 2005 (Unaudited)
  Statements of Cash Flows for the Six Months Ended October 31,
    2005 and 2004 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)to October 31, 2005 (Unaudited)
  Notes to Financial Statements

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

                                  Balance Sheet

                          October 31, 2005 (Unaudited)


ASSETS
<S>                                                         <C>
Current assets:
  Cash                                                      $    23,859
  Inventory                                                       2,118
  Prepaid expenses                                                  336
                                                            ------------
Total current assets                                             26,313

Fixed Assets, net of accumulated depreciation of $18,277         10,517
Deposit                                                           5,500
                                                            ------------

Total assets                                                $    42,330
                                                            ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                          $    35,867
  Deferred revenue                                               20,000
  Due to stockholder                                            153,324
                                                            ------------
Total  current  liabilities                                     209,191

Stockholders'  deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    3,329,036 shares issued and outstanding                   2,943,450
  Deficit accumulated during development stage               (3,110,311)
                                                            ------------
Total stockholders' deficit                                    (166,861)
                                                            ------------

Total liabilities and stockholders' deficit                 $    42,330
                                                            ============
</TABLE>


                                                                               1
<PAGE>
<TABLE>
<CAPTION>
                                Mass Megawatts Wind Power, Inc.
                               (A Development Stage Enterprise)

                             Statements of Operations (Unaudited)


                                                                                    May 27, 1997
                                Three Months Ended        Six Months Ended      (Date of Inception)
                                   October 31,              October 31,            to October 31,
                                2005        2004          2005        2004              2005
                            -----------  -----------  -----------  -----------  --------------------
<S>                         <C>          <C>          <C>          <C>          <C>
Operating Expenses:
  General and
    administrative          $   91,408   $  298,987   $  131,914   $  446,551   $         3,078,851
  Depreciation                   1,275        1,039        2,314        2,078                18,277
                            -----------  -----------  -----------  -----------  --------------------
    Total operating costs       92,683      300,026      134,228      448,629             3,097,128
                            -----------  -----------  -----------  -----------  --------------------

Other Expenses (Income)
  Interest expense               4,745            -        8,904            -                16,986
  Interest income                   (9)         (25)         (13)         (61)               (3,803)
                            -----------  -----------  -----------  -----------  --------------------
Net loss                    $  (97,419)  $ (300,001)  $ (143,119)  $ (448,568)  $        (3,110,311)
                            ===========  ===========  ===========  ===========  ====================

Net loss per share          $     (.03)  $     (.10)  $     (.05)  $     (.15)

Weighted average number
  of common shares           2,935,065    2,993,659    2,967,073    2,962,352

</TABLE>


                                                                               2
<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) to
                                                      October 31,         October 31,
                                                   2005        2004          2005
                                                ----------  ----------  ---------------
<S>                                             <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                      $(143,119)  $(448,568)  $   (3,110,311)
                                                ----------  ----------  ---------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses        34,377     171,916        1,060,269
      Interest imputed on stockholder advances      5,272           -           11,466
      Depreciation                                  2,314       2,078           18,277
      Change in:
        Inventory                                  (2,118)          -           (2,118)
        Prepaid expenses                              448         678           (5,835)
        Accounts payable                            2,237      (9,708)          72,863
        Deferred revenue                           20,000           -           20,000
                                                ----------  ----------  ---------------
  Total adjustments                                62,530     164,964        1,174,922
                                                ----------  ----------  ---------------
  Net cash used by operating activities           (80,589)   (283,604)      (1,935,389)
                                                ----------  ----------  ---------------

INVESTING ACTIVITIES
  Purchase of equipment                            (4,334)          -          (11,694)
                                                ----------  ----------  ---------------
  Net cash used by investing activities            (4,334)          -          (11,694)
                                                ----------  ----------  ---------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock           75,010     220,100        1,817,618
  Advances from stockholder                        64,405     120,410          430,099
  Repayments to stockholder                       (33,360)    (70,000)        (276,775)
                                                ----------  ----------  ---------------
  Net cash provided by Financing activities       105,455     270,510        1,970,942
                                                ----------  ----------  ---------------

NET (DECREASE) INCREASE IN CASH                    20,532     (13,094)          23,859

CASH AT BEGINNING OF PERIOD                         3,327      18,504                -
                                                ----------  ----------  ---------------

CASH AT END OF PERIOD                           $  23,859   $   5,410   $       23,859
                                                ==========  ==========  ===============
</TABLE>


                                                                               3
<PAGE>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements
                                  (unaudited)


NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying  unaudited interim financial statements of Mass Megawatts Wind
Power,  Inc.  (Mass  Megawatts) have been prepared in accordance with accounting
principles  generally  accepted in the United States of America and the rules of
the  Securities  and  Exchange  Commission  ("SEC"),  and  should  be  read  in
conjunction with the audited financial statements and notes thereto contained in
Mass  Megawatt's  Annual Financial Statements filed with the SEC on Form 10-KSB.
In  the  opinion  of management, all adjustments, consisting of normal recurring
adjustments,  necessary  for  a  fair presentation of financial position and the
results  of  operations  for  the  interim periods presented have been reflected
herein.  The  results  of  operations  for  interim  periods are not necessarily
indicative  of  the  results  to  be  expected  for  the full year. Notes to the
financial  statements  which  would  substantially  duplicate  the  disclosure
contained  in  the  audited financial statements for the most recent fiscal year
ended  to  April  30,  2005,  as reported in the Form 10-KSB, have been omitted.


NOTE  2  -  RELATED  PARTY  TRANSACTION


Due to stockholder of $153,324 at October 31, 2005, represents funds advanced by
the  Chief  Executive  Officer,  Jon  Ricker,  to assist Mass Megawatts with its
financial  obligations  and  to  fund  the  operations.  The advances are due on
demand,  bear  no interest and are unsecured. Imputed interest expense of $2,774
was  recorded  during  the  six  months  ended  October  31,  2005.


NOTE  3  -  COMMON  STOCK


During  the  six  months  ended  October  31,  2005:

-  Mass  Megawatts issued 17,826 shares of common stock to consultants for their
services  value  at  $34,377.

-  Mass  Megawatts  sold  89,514  shares  of  common  stock for cash of $75,010.


NOTE  4  -  DEFERRED  REVENUE

During  first  quarter  of  fiscal  2006, Mass Megawatts received $20,000 from a
third party as a deposit related to a purchase agreement on sale of 25 kilowatts
patented  MAT  wind  power  plant in the Berkshires of Western Massachusetts for
$50,000.  Construction  was scheduled to begin in October 2005 but was postponed
to  until  January  2006.


NOTE  5  -  INVENTORY

Inventory consists of materials that will be used to construct wind power plants
for sale to customers.

Mass Megawatts values its inventory at the lower of cost or market value.

                                                                               4
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  2.  MANAGEMENT'S  DISCUSSION  &  ANALYSIS  AND  PLAN  OF  OPERATION

THIS  FILING  CONTAINS  FORWARD-LOOKING  STATEMENTS.  THE  WORDS  "ANTICIPATED,"
"BELIEVE,"  "EXPECT,"  "PLAN,"  "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS,  FUTURE  CAPITAL  EXPENDITURES,  AND  FUTURE  NET  CASH  FLOW.  SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL  PERFORMANCE  AND  INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION,  GENERAL  ECONOMIC  AND  BUSINESS  CONDITIONS,  CHANGES  IN FOREIGN,
POLITICAL,  SOCIAL,  AND  ECONOMIC  CONDITIONS,  REGULATORY  INITIATIVES  AND
COMPLIANCE  WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION  AND  ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE  BEYOND  THE  COMPANY'S  CONTROL.  SHOULD  ONE  OR  MORE  OF  THESE RISKS OR
UNCERTAINTIES  OCCUR,  OR  SHOULD  UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL  RESULTS  MAY  VARY  MATERIALLY  AND  ADVERSELY  FROM  THOSE ANTICIPATED,
BELIEVED,  ESTIMATED,  OR  OTHERWISE  INDICATED.  CONSEQUENTLY,  ALL  OF  THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS  AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

Mass  Megawatts  Wind  Power,  Inc.  (the  "Company")  cautions  readers that in
addition  to  important  factors  described  elsewhere,  the following important
facts,  among  others,  sometimes have affected, and in the future could affect,
the  Company's  actual  results,  and  could  cause the Company's actual results
during  2006  and  beyond  to  differ  materially  from  those  expressed in any
forward-looking  statements  made  by,  or  on  behalf  of  the  Company.

The  Company  believes that it will have sufficient funds to fund its operations
for a minimum of 12 months following October 31, 2005. Although no assurance can
be  given, the Company has begun to market its new wind system for initial sales
and in May of 2005 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 six months ended October 31, 2005 and the
period  May  27,  1997  (date  of inception) to October 31, 2005. 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  eight  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  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  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

                                                                               5
<PAGE>
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. During first quarter of
fiscal  2006,  Mass  Megawatts  received $20,000 from a third party as a deposit
related  to a purchase agreement on sale of 25 kilowatts patented MAT wind power
plant  in  the Berkshires of Western Massachusetts for $50,000. Construction was
scheduled  to  begin  in  October  2005 but was postponed to until January 2006.

During  the year ended April 30, 2005, the Company completed the construction of
a  new 20kW MAT prototype in Blandford Massachusetts. The final approval process
for  interconnection  with  the  local  utility should occur sometime during the
fiscal  year  ended  April  30,  2006.  (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, 2005, the Company had no full-time employees. Jonathan Ricker
is  an  executive  officer, and is not considered an employee.  The Company does
hire  consultants  and  other contract labors, as necessary throughout the year.
During  the  three  month period ended October 31, 2005, 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 penetration
and then sell directly to the power exchanges. The Company plans to try to avoid
difficulties  of  evaluating  wind  resources,  obtaining  sites, financing, and
locating  potential  purchasers  of  power  plants  by redeveloping abandoned or
obsolete  wind  farms. Our strategy places turbines in high wind areas where the
purchase contracts from utilities for wind energy are already available. We have
identified  large  users  of electric power in high wind locations. Also, we had
initial  meetings  with  the  local  planning boards of the communities with the
proposed sites and decision makers who purchase the electricity. We also plan to
have  strategic  alliances  with  developers  of proposed sites and construction
companies  as  Mass  Megawatts  grows  rapidly.

Also,  a  groundswell  across  the  nation  for Green Power/renewable energy has
prompted  state  and  federal  legislatures  to offer tremendous tax credits and
incentives.  Capitalizing  on  this  trend,  Mass  Megawatts Wind Power, Inc. is


                                                                               6
<PAGE>
preparing  a MAT sales presentation during the fiscal year ended April 30, 2005,
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  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 July
31,  2005.  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  have  been  no  changes  in the Company's internal control over financial
reporting  during  the  three months ended October 31, 2005 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

In  May 1999, the Company purportedly executed a document with an individual who
represented  that  he  had  valuable  technology  and  patents  relevant  to the
Company's  business  that he would transfer to the Company, and represented that
he  would  assist  the Company in financing activities. Under this document, the
Company would transfer shares of capital stock to the individual in exchange for


                                                                               7
<PAGE>
the  patents  and  technology and his services in connection with the financing.
The  Company  subsequently determined that this individual's representation that
he  had  valuable  patents and technology relevant to the Company's business was
fraudulent.  The  Company  did  not  receive  any  material  services  from this
individual  relating  to  its  financing  activities,  and  never  received  any
financing  from  sources  introduced  by  this individual. The individual is now
claiming  the right to 20 percent of the Company's outstanding shares under this
document.  The  Company  does not believe that it has an obligation to issue any
shares  to  this  individual. Counsel of the Company has reviewed the matter and
advised  the  Company  that  it  is  highly  unlikely that this individual would
recover a material number of shares if he brought a lawsuit against the Company.
The  Company  is  aware of an identical contemporaneous document giving a second
individual  the  right  to  ten  percent  of  the  Company's shares for the same
consideration.  No  claim has been made based on the second document. If a claim
were  made,  the  Company's conclusions regarding the validity and likelihood of
success  would  be  the  same  as  they  are  with  respect  to the first claim.

The  Company  currently has no other 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, 2005, 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 three months ended October 31, 2005, the Company issued the following
shares  of  stock  for  cash:

<TABLE>
<CAPTION>
                                                                    Shares    Amount
                                                                    -------  --------
<S>                                                                 <C>      <C>
Common stock for cash at $1.50 per share (September/October 2005)
                                                                    13,340   $ 20,010
Common stock for cash at $0.60 per share (October 2005)             50,000   $ 30,000
</TABLE>

In addition, the Company issued 11,500 shares of common stock to consultants for
services provided. These shares had a fair market value of $10,490. 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 October 31, 2005, the Company was not in
default  on  any  of  its  indebtedness.


                                                                               8
<PAGE>
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During the three month period ended October 31, 2005, 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

(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  (  and  8-K/A)  -

The Company filed a Form 8-K on August 5,2005. The Form 8-K discusses the change
in  accountant,  financial  statements  and  exhibits.

The  Company  filed  a  Form 8-K/A on August 10,2005. The Form 8-K discusses the
change  in  accountant,  financial  statements  and  exhibits.

The  Company  filed a Form 8-K on September 20,2005 , The Form 8-K discusses the
results  of operations and financial condition of the Company for the year ended
ended  April  30,  2005.

The  Company  filed a Form 8-K on September 21,2005 , The Form 8-K discusses the
results  of  operations  and financial condition of the Company for the 3 months
ended  July  31,  2005.

The  Company  filed  a  Form 8-K on October 25,2005 , The Form 8-K discusses the
Regulation  FD  Disclosure.

The  Company  filed a Form 8-K/A on October 26,2005 , The Form 8-K discusses the
Regulation  FD  Disclosure.

The  Company  filed  a  Form 8-K on October 26,2005 , The Form 8-K discusses the
Regulation  FD  Disclosure.

The  Company  filed a Form 8-K/A on October 26,2005 , The Form 8-K discusses the
Regulation  FD  Disclosure.



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

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

                                      MASS MEGAWATTS WIND POWER, INC.



Dated:   12/15/05                        By:  /s/ Jonathan Ricker
        --------------                     -------------------------------------
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer



Dated:   12/15/05                       By:  /s/ Allison Gray
        --------------                     -------------------------------------
                                           Allison Gray
                                           Director



Dated:   12/15/05                        By:  /s/ Jodi A. Vizzo
        --------------                     -------------------------------------
                                           Jodi A. Vizzo
                                           Director


                                                                              10