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

                                  FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008

           [   ]  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.

                           X  YES          NO
                          ---           ---
INDICATE BY CHECK MARK WHETHER OR NOT THE REGISTRANT IS A LARGE ACCELERATED
FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING
COMPANY.
SEE THE DEFINITIONS OF "LARGE ACCELERATED FILER", "ACCELERATED FILER", AND
"SMALLER
REPORTING COMPANY" IN RULE 12B-2 OF THE EXCHANGE ACT.  (CHECK ONE):

                  LARGE ACCELERATED FILER             ACCELERATED FILER
                  NON-ACCELERATED FILER          X    SMALLER REPORTING COMPANY


THERE  WERE  5,801,581  SHARES  OF  THE  REGISTRANT'S  NO PAR VALUE COMMON STOCK
OUTSTANDING  AS  OF  DECEMBER  15, 2008

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.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     ITEM  4.     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, 2008, AND APRIL 30, 2008 (UNAUDITED)
  STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2008
    AND 2007 (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION) TO
    OCTOBER 31, 2008 (UNAUDITED)
  STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2008 AND 2007
    (UNAUDITED) AND FOR THE PERIOD MAY 27, 1997 (DATE OF INCEPTION)  TO OCTOBER
     31, 2008 (UNAUDITED)
  NOTES TO UNAUDITED FINANCIAL STATEMENTS


<PAGE>
<TABLE>
<CAPTION>

                               MASS MEGAWATTS WIND POWER, INC.
                               (A DEVELOPMENT STAGE ENTERPRISE)

                                        BALANCE SHEETS

                       OCTOBER 31, 2008 AND APRIL 30, 2008 (UNAUDITED)


                                                           October 31, 2008    April 30, 2008
ASSETS
Current assets:
<S>                                                       <C>                 <C>
    Cash                                                  $           8,806   $           153
    Prepaid expenses and deposits                                    17,180               803
    Other Current Assets                                            113,554                 0
                                                          ------------------  ----------------
Total current assets                                                139,540               956
                                                          ------------------  ----------------

Fixed assets, net of accumulated depreciation of $24,187              6,625             7,629
Other assets                                                              0               565
                                                          ------------------  ----------------
Total assets                                              $         146,165   $         9,150
                                                          ==================  ================


LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY
Current liabilities:
    Accounts payable and accrued liabilities              $          22,356   $        26,051
    Credit cards payable                                             23,560            82,488
    Due to stockholder                                               22,100            42,442
                                                          ------------------  ----------------
Total current liabilities                                            68,016           150,981
                                                          ------------------  ----------------

Stockholders' (deficit)/equity:
    Common stock; no par value; 7,000,000 shares
    authorized; 5,801,581 issued and outstanding at
    October 31, 2008; 5,000,000 authorized; 4,989,394
    issued and outstanding at April 30, 2008                      4,282,174         3,698,228
    Deficit accumulated during development stage                 (4,204,025)       (3,840,059)
                                                          ------------------  ----------------
Total stockholders' (deficit)/equity                                 78,149          (141,831)
                                                          ------------------  ----------------
                                                          ------------------  ----------------
Total liabilities and stockholders' (deficit)/equity      $         146,165   $         9,150
                                                          ==================  ================
</TABLE>



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.


<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,
                                   2008             2007             2008            2007            2008
                           --------------------  -----------  ------------------  -----------  ----------------
<S>                        <C>                   <C>          <C>                 <C>          <C>
Revenues                   $                 -   $   11,280   $               -   $   27,008   $        27,008
Cost of Goods Sold                           -        9,421                   -       23,942            23,942
                           --------------------  -----------  ------------------  -----------  ----------------
Gross Profit                                 -        1,859                   -        3,066             3,066
                           --------------------  -----------  ------------------  -----------  ----------------
Operating Expenses:
 General and
   administrative                       89,515       45,215             359,438       99,487         4,116,920
 Depreciation                              502          502               1,004        1,004            24,187
                           --------------------  -----------  ------------------  -----------  ----------------
Total Operating Expenses                90,017       45,717             360,442      100,491         4,141,107
                           --------------------  -----------  ------------------  -----------  ----------------

Operating Loss                         (90,017)     (43,858)           (360,442)     (97,425)       (4,138,041)

Other Expenses (Income)
 Interest expense                          655        4,640               4,030        9,430            70,426
 Interest income                          (188)         (18)               (506)         (24)           (4,442)
                           --------------------  -----------  ------------------  -----------  ----------------
Net Other Expenses                         467        4,622               3,524        9,406            65,984
                           --------------------  -----------  ------------------  -----------  ----------------
Net Loss                   $           (90,484)  $  (48,480)  $        (363,966)  $ (106,831)  $    (4,204,025)
                           ====================  ===========  ==================  ===========  ================

Net loss per share                       (0.02)       (0.02)              (0.07)       (0.03)

Weighted average number
  of common shares                   5,798,921    4,282,446           5,435,766    4,181,219
</TABLE>



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.


<PAGE>
<TABLE>
<CAPTION>

                                 MASS MEGAWATTS WIND POWER, INC.
                                 (A DEVELOPMENT STAGE ENTERPRISE)

                               STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                                    May 27, 1997
                                                                                      (Date of
                                                            Six Months Ended          Inception)
                                                              October 31,           to October 31,
                                                         2008            2007           2008
                                                  ------------------  ----------  ----------------
<S>                                               <C>                 <C>         <C>
OPERATING ACTIVITIES:
  Net loss                                        $        (363,966)  $(106,831)  $    (4,204,025)
                                                  ------------------  ----------  ----------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Shares issued for services                            131,814       8,355         1,425,370
      Depreciation                                            1,004       1,004            24,187
      Interest imputed on stockholder advances                  101       1,854            28,350
      Change in:
        Prepaid expenses and other assets                  (129,366)       (178)         (130,734)
        Accounts payable and accrued liabilities            (62,623)    (15,868)           82,464
        Customer deposit                                          -           -             4,192
                                                  ------------------  ----------  ----------------
Net cash used in operating activities                      (423,036)   (111,664)       (2,770,196)
                                                  ------------------  ----------  ----------------

INVESTING ACTIVITIES:
  Purchase of fixed assets                                        -           -           (13,712)
                                                  ------------------  ----------  ----------------

FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                    452,031     101,907         2,770,614
  Borrowings on related party debt                           22,100       6,000           495,496
  Payments on related party debt                            (42,442)          -          (473,396)
                                                  ------------------  ----------  ----------------
Net cash provided by financing activities                   431,689     107,907         2,792,714
                                                  ------------------  ----------  ----------------

NET INCREASE (DECREASE) IN CASH                               8,653      (3,757)            8,806
CASH AT BEGINNING OF PERIOD                                     153      16,108                 -
                                                  ------------------  ----------  ----------------
CASH AT END OF PERIOD                             $           8,806   $  12,351   $         8,806
                                                  ==================  ==========  ================
</TABLE>


     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Interest paid                                 $      4,030       $    9,429
     Income tax paid                                          -                -

     NON-CASH TRANSACTIONS:
     Common stock issued for accounts
       payable                                     $          -     $          -
     Common stock issued to purchase
       fixed assets                                           -                -


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED FINANCIAL
STATEMENTS.


<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  April  30,  2008,  as  reported  in  the  Form 10-KSB, have been omitted.

NOTE 2-  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared on a going concern
basis,  which  contemplates  the  realization  of  assets and liabilities in the
ordinary course of business. Operating losses have been incurred each year since
inception, resulting in an accumulated deficit at October 31, 2008. In addition,
at October 31, 2008, Mass Megawatts is not generating sufficient revenue to fund
its ongoing operations. These conditions are due to Mass Megawatts continuing to
spend  money  for the development of the product that is not currently ready for
sale and raises substantial doubt about Mass Megawatts' ability to continue as a
going  concern.

Currently,  management is soliciting additional equity investors through private
placement  offerings  and  is  obtaining  funding  from  Mass  Megawatts'  chief
executive officer to fund these losses; however, no assurance can be given as to
the  success  of  these  efforts.

The  financial  statements  of  Mass  Megawatts  do  not include any adjustments
relating  to  the  recoverability  and classification of recorded assets, or the
amounts  and  classification  of  liabilities  that  might  be necessary if Mass
Megawatts  is  unable  to  continue  as  a  going  concern.

NOTE  3  -  OTHER  CURRENT  ASSETS

The $113,554 consists of materials and labor related to a construction contract.
The  contract  is  being  accounted  for  under  the  completed-contract method.

Revenues  related  to  certain  contracts  are  recognized  under  the
completed-contract  method  in  accordance  with  SOP  No.  81-1, Accounting for
Performance  of  Construction-Type  and  Certain Product Type Contracts. Revenue
costs  should  only  be  recognized  when  work under a contract is completed or
substantially  completed. In the interim, costs incurred on and billings related
to  contracts  in process are accumulated on the balance sheet. Estimated losses
on  contracts  are  charged  to  cost  of  sales  in the period when the loss is
identified.

NOTE  4  -  EQUITY

During  the  six  months  ended  October  31,2008:

-  Mass  Megawatts  issued 3,472 shares of common stock to consultants for their
services.  The  shares  were  recorded  at  fair  value  of  $6,007.

-  Mass  Megawatts  sold  5,000  shares  of  common  stock  for  cash of $5,250.

During  the  six  months  ended  October  31,  2008:

-  Mass  Megawatts issued 77,914 shares of common stock to consultants for their
   services.  The  shares  were  recorded  at  fair  value  of  $131,814.

-  Mass  Megawatts  sold  734,273  shares  of common stock for cash of $452,031.


<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  2008  and  beyond  to  differ  materially  from  those  expressed in any
forward-looking  statements  made  by,  or  on  behalf  of  the  Company.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED October 31, 2008 AS COMPARED TO THE
  PERIOD ENDED October 31, 2007:

We've  shown  a loss for the three and six months ended October 31, 2008 and the
period  May  27,  1999  (date  of inception) to October 31, 2008. The losses are
related  mostly  to  the  professional  fees  and  development  of  a prototype,
including  engineering  work.  Other costs include development of site locations
for  future  projects,  as  well  as  administrative  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES:

Although  no assurance can be given, we have begun to market its new wind system
for  sale and has sold its first product in the first and second fiscal quarters
of  2007.  Without  additional  sales,  there  is  substantial  doubt  about the
Company's  ability  to  continue  as  a  going  concern.

We  have  had minimal revenues related to the sale of wind power equipment since
its inception, but raised funds recently. Specifically, we raised capital with a
private placement memorandum under Regulation D, Rule 506, selling shares of its
common stock to raise $446,000. We have dedicated approximately $200,000 of this
money  to  be  used  to develop a prototype to be utilized for manufacturing. We
also anticipate 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.

We  have  only  seven  years  of  operating  results,  with minimal revenue from
operations, and much uncertainty exists about our 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  us.

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

Our market share and any changes in the underlying economics of the industry are
expected  to  have  a minimal effect on our 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


<PAGE>
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
Multi-Axis  Turbosystem (MAT). These advances are currently being applied to the
third  party  verification  and  ultimately  accelerate  worldwide awareness and
acceptance  of  the  MAT  technology.

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


EMPLOYEES

As of October 31, 2008, the we had no employees. Jonathan Ricker is an executive
officer,  and  is  not  considered an employee. We do hire consultants and other
employees, as necessary throughout the year. During the three month period ended
October  31,  2008,  there  we  hired no employees . 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. We do 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,  we  plan  the  simplest method of market penetration It is
selling  directly  to  the  electric  utilities.  The  Company  plans  to  avoid
difficulties  of  evaluating  wind  resources,  obtaining  sites,  and  locating
potential  purchasers of power plants by redeveloping abandoned or obsolete wind
farms.  Our  strategy  places  turbines  in  high  wind areas where the purchase
contracts  from  utilities  for  wind  energy  are  already  available.  We have
identified  large  users  of  electric  power in high wind locations. Also, Mass
Megawatts  had  meetings  with the local planning boards of the communities with
the  proposed  sites  and  decision makers who purchase the electricity. We also
plan  to  have  strategic  alliances  with  developers  of  proposed  sites  and
construction  companies  as  Mass  Megawatts  grows  rapidly.

Also,  a  groundswell  across  the  nation  for Green Power/renewable energy has
prompted  state  and  federal  legislatures  to offer tremendous tax credits and
incentives. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. prepared
a  MAT sales presentation for high tax bracket individuals and corporations. For
those  qualifying,  the  financial risk of purchasing a MAT unit is minimized by
the  tax advantages.(Details may be found on our website under "New Developments
--  Tax  Package".)  Revenue  generated from these initial sales will accelerate
internal  growth  and  promote  additional  sales  opportunities.

DISTRIBUTION

Although  little  marketing  is  required  for  profitable  trades  on the power
exchanges, the Company will, at some time in the future, seek a higher price for
each kilowatt/hour sold. When the Company pursues this effort, sales and service


<PAGE>
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. We review our 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  most 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.

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.  Quantitative and Qualitative Disclosures about Market Risks

Not applicable

Item  4.  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  January  31,  2008.  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.

Changes  in  Internal  Control  Over  Financial  Reporting

There  has  been  no  change  in  the  Company's internal control over financial
reporting  during  the  three months ended October 31, 2008 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


<PAGE>
ITEM  2.     CHANGES  IN  SECURITIES

During the three months ended October 31, 2008, the Company issued the following
shares  of  stock:

<TABLE>
<CAPTION>
                                                              Shares    Amount
                                                              -------  --------
<S>                                                           <C>      <C>
Common stock for cash at $1.05 per share (August 2008)         5,000  $  5,250
Common stock for services at $1.73 per share (September 2008)  3,472  $  6,007
</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:

We  cannot  use  general  solicitation  or  advertising  to market the
securities;
We  may  sell  our  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;

We  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, 2008, the we were 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 October 31, 2008, we did not  submit
any  matters  to  a  vote  of  security  holders.


<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  August  15,  2008, reporting Departure of
Directors  or  Certain  Officers;  Election of Directors; Appointment of Certain
Officers;  Compensatory  Arrangements  of  Certain  Officers.

The  Company  filed  a  Form  8-K  on August 15, 2008, reporting
Unregistered Sales of Equity Securities


The  Company  filed  a Form 8-K on September 22, 2008, reporting a press release
announcing certain financial results for the fiscal quarter ended July 31, 2008.


<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:   12/17/08                        By:  /s/ Jonathan Ricker
        --------------                     -------------------------------------
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer



Dated:   12/17/08                       By:  /s/ Deborah Kasputis
        --------------                     -------------------------------------
                                           Deborah Kasputis
                                           Director



Dated:   12/17/08                        By:  /s/ Gary Bedell
        --------------                     -------------------------------------
                                          Gary Bedell
                                          Director