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 July 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
    Incorporation or Organization)                        Number)

               95 Prescott Street, Worcester, Massachusetts  01605
               ---------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (508) 751-5432
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter  period  that  the  Registrant was required to file such reports),
and(2)  has  been  subject  to  such  filing  requirements for the past 90 days.

                              YES [ X ]      NO [   ]
                                   ---           ---

There were 3,569,811 shares of the Registrant's no par value common stock
outstanding as of July 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 July 31, 2006 (Unaudited) and April 30, 2006
  Statements of Operations for the Three Months Ended
    July 31, 2006 and 2005 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to July 31, 2006 (Unaudited)
  Statements of Cash Flows for the Three Months Ended July 31,
    2006 and 2005 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)to July 31, 2006 (Unaudited)
  Notes to Financial Statements


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

                                        Balance Sheets
                                         (Unaudited)


                                                             July 31, 2006    April 30, 2006
                                                            ---------------  ----------------
<S>                                                         <C>              <C>

ASSETS
Current assets:
  Cash                                                      $       24,169   $        16,512
  Prepaid and other current assets                                   3,138             3,575
                                                            ---------------  ----------------
Total current assets                                                27,307            20,087

Fixed Assets, net of accumulated depreciation of $19,702            11,110             9,594
                                                            ---------------  ----------------
Total assets                                                $       38,417   $        29,681
                                                            ===============  ================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                          $       39,080   $        46,881
  Customer deposits                                                 20,000            20,000
  Due to stockholder                                               133,686           139,234
                                                            ---------------  ----------------
Total current liabilities                                          192,766           206,115

Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    3,569,811 shares issued and outstanding                      3,200,656         3,107,323
  Deficit accumulated during development stage                  (3,355,005)       (3,283,757)
                                                            ---------------  ----------------
Total stockholders' deficit                                       (154,349)         (176,434)
                                                            ---------------  ----------------

Total liabilities and stockholders' deficit                 $       38,417   $        29,681
                                                            ===============  ================
</TABLE>


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


                                                                            May 27, 1997
                                        Three Months Ended              (Date of Inception)
                                             July 31,                       to July 31,
                                    2006                  2005                  2006
                            --------------------  --------------------  --------------------
<S>                         <C>                   <C>                   <C>
Operating Expenses:
General and
    Administrative          $            65,845                40,505   $         3,303,902
  Depreciation                              502                 1,039                19,702
                            --------------------  --------------------  --------------------
    Total operating costs                66,347                41,544             3,323,604
                            --------------------  --------------------  --------------------

Other Expenses (income)
  Interest expense                        4,911                 4,160                35,233
  Interest income                           (10)                   (4)               (3,832)
                            --------------------  --------------------  --------------------
Net loss                    $           (71,248)  $           (45,700)  $        (3,355,005)
                            ====================  ====================  ====================

Net loss per share          $             (0.02)  $             (0.02)

Weighted average number
  of common shares                    3,506,156             2,915,830
</TABLE>


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


                                                                                      May 27,
                                                        Three Months Ended         1997 (Date of
                                                              July 31,              Inception) to
                                                                                      July 31,
                                                        2006            2005            2006
                                                   --------------  --------------  --------------
<S>                                                <C>             <C>             <C>
OPERATING ACTIVITIES:
  Net loss                                         $     (71,248)  $     (45,700)  $  (3,355,005)
                                                   --------------  --------------  --------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock for services               28,054          11,387       1,147,509
      Depreciation                                           502           1,039          19,702
      Interest imputed on stockholder advances             1,480           2,495          21,241
      Increase (decrease) in:
        Accounts payable                                  (7,803)         (3,468)        138,936
        Customer deposits                                      -          20,000          20,000
        Prepaid expenses and other current assets            437             225          (3,138)
                                                   --------------  --------------  --------------
  Total adjustments                                      (22,670)         31,678       1,344,250
                                                   --------------  --------------  --------------
  Net cash used by operating activities                  (48,578)        (14,022)     (2,010,755)
                                                   --------------  --------------  --------------

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

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                  63,799          25,000       1,974,065
  Increase (decrease) in due to shareholder               (5,546)         13,412          74,571
                                                   --------------  --------------  --------------
  Net cash provided by financing activities               58,253          38,412       2,048,636
                                                   --------------  --------------  --------------

NET (DECREASE) INCREASE IN CASH                            7,657          24,390          24,169

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

CASH AT END OF PERIOD                              $      24,169   $      27,717   $      24,169
                                                   ============== ===============  ==============
</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 - COMMON STOCK

During  the  quarter  ended  July  31,  2006:

-  Mass  Megawatts issued 35,068 shares of common stock to consultants for their
services.  The  shares  were  recorded  at  fair  value  of  $28,054.

-  Mass  Megawatts  sold  74,857  shares  of  common  stock for cash of $63,799.


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

The  Company  believes that it will have sufficient funds to fund its operations
for a minimum of 12 months following January 31, 2006. Although no assurance can
be  given, the Company began marketing its new wind system for initial sales and
in  May  of  2005.  The  Company  expects to generate sales to continue and with
those  funds  expects  to  be  able  to fund its operations for an additional 12
months.  Without  additional  sales,  there  is  substantial  doubt  about  the
Company's  ability  to  continue  as  a  going  concern.

The Company shows a loss for the three months ended July 31, 2006 and the period
May 27, 1999 (date of inception) to July 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  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


<PAGE>
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 July 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  July  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
three  month  period  ended  July 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 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


<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 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  July 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 July 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  three  months ended July 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 (May/June/July 2006)  61,813  $49,450

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

The  common  stock issued for services is valued at its fair market value. These
shares  are not registered under Rule 506 of Regulation D, which is an exemption
of  Section  4(c)  of  the  Securities  Act  of  1933.

Rule  506 of Regulation D is considered a "safe harbor" for the private offering
exemption  of  Section  4(2) of the Securities Act. Companies using the Rule 506
exemption can raise an unlimited amount of money. A company can be assured it is
within  the  Section  4(2)  exemption  by  satisfying  the  following standards:

The  company  cannot  use  general  solicitation  or  advertising  to market the
securities;

The  company  may  sell  its  securities  to  an unlimited number of "accredited
investors"  and  up  to  35 other purchases. Unlike Rule 505, all non-accredited
investors,  either  alone  or  with  a  purchaser  representative,  must  be
sophisticated-that  is,  they  must  have sufficient knowledge and experience in
financial and business matters to make them capable of evaluating the merits and
risks  of  the  prospective  investment;

Companies  must decide what information to give to accredited investors, so long
as  it  does  not  violate  the antifraud prohibitions of the federal securities
laws. But companies must give non-accredited investors disclosure documents that
are  generally  the  same  as  those  used in registered offerings. If a company
provides  information  to  accredited  investors,  it must make this information
available  to  non-accredited  investors  as  well;

The  company  must  be  available to answer questions by prospective purchasers;

Financial  statement  requirements  are  the  same  as  for  Rule  505;  and

Purchasers  receive  "restricted" securities, meaning that the securities cannot
be  sold for at least a year without registering them. While companies using the
Rule  506  exemption do not have to register their securities and usually do not
have  to  file  reports with the SEC, they must file what is known as a "Form D"
after  they  first sell their securities. Form D is a brief notice that includes
the  names  and  addresses  of  the  company's  owners  and stock promoters, but
contains  little  other  information  about  the  company.


ITEM  3.  DEFAULTS  ON  SENIOR  SECURITIES

During  the  three  month  period  ended  July  31, 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  three  month period ended July 31, 2006, the Company did not submit
any  matters  to  a  vote  of  security  holders.


ITEM  5.  OTHER  MATTERS

None.


<PAGE>
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

On  July  11,2006,  reporting  a  Regulation  FD  Disclosure  on  the results of
operations  and  financial  condition  for  the  fiscal year ended April 30,2006

On  July  20,2006,  reporting  a  press release on the results of operations and
financial  condition  for  the  fiscal  year  ended  April  30,2006


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

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

                                           MASS  MEGAWATTS  WIND  POWER,  INC.



Dated:   9/20/06                        By:  /s/  Jonathan  Ricker
        --------------                     -------------------------------------
                                           Chairman,  Chief  Executive  Officer,
                                           Chief  Financial  Officer  and
                                           Principal  Accounting  Officer



Dated:   9/20/06                        By:  /s/  Allison  Gray
        --------------                     -------------------------------------
                                           Allison  Gray
                                           Director



Dated:   9/20/06                        By:  /s/  Jodi  Vizzo
        --------------                     -------------------------------------
                                           Jodi  A.  Vizzo
                                           Director