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

                                  FORM 10-KSB

                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2008

                [ ] TRANSITION REPORT UNDER 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.
                ------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


             Massachusetts                               04-3402789
     ------------------------------                ---------------------
    (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                Identification Number)

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

                                 (508) 751-5432
                                 --------------
                          (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class                 Name of each exchange on which registered

---------------------------            -----------

Securities registered under Section 12(g) of the Exchange Act:

   Title of each class                 Name of each exchange on which registered

Common Stock, No Par Value             OTCBB
---------------------------            -----------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
     ---         ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

      X YES         NO
     ---         ---


<PAGE>
As of April 30, 2008, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $1,672,164, based upon the
closing sales price reported for such date on the OTCBB. The number of shares
held by non-affiliates was 2,572,560 shares. Shares of Common Stock held by each
officer and director and by each person who owns five percent or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of July 28, 2008, the number of shares outstanding of the Registrant's Common
Stock, no par value was 4,989,394.

Our principal offices are located at 95 Prescott Street, Worcester,
Massachusetts 01605 and our telephone number is (508) 751-5432.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                      MASS MEGAWATTS WIND POWER, INC.


                                                 CONTENTS


Part I
-------------------------------------------------------------------------------------------------------
<S>                              <C>                                                                 <C>
    Item  1.                     Description of Business                                              5

    Item  2.                     Description of Property                                             12

    Item  3.                     Legal Proceedings                                                   12

    Item  4.                     Submission of Matters to a Vote of Security Holders                 12


    Part II
-------------------------------------------------------------------------------------------------------

    Item  5.                     Market for the Common Equity and Related Stockholder Matters        13

    Item  6.                     Management''s Discussion and Analysis or Plan of Operation          16

    Item  7.                     Financial Statements                                                20

    Item  8.                     Changes in and Disagreements with Accountants on Accounting
                                 and Financial Disclosures                                           29

    Item  8A.                    Controls and Procedures                                             29


Part III
-------------------------------------------------------------------------------------------------------

    Item  9.                     Directors, Executive Officers, Promoters and Control Persons;
                                 Compliance with Section 16(a) of the Exchange Act                   30

    Item  10.                    Executive Compensation                                              34

    Item  11.                    Security Ownership of Certain Beneficial Owners and Management and
                                 Related Stockholder Matters                                         35

    Item  12.                    Certain Relationships and Related Transactions                      36

    Item  13.                    Exhibits and Reports on Form 8-K                                    37

    Item  14.                    Principal Accountant Fees and Services                              38

    Signatures                                                                                       39

    Exhibits
</TABLE>


                                        3
<PAGE>
                           FORWARD LOOKING STATEMENTS

     This financial report may contain forward-looking statements Such
forward-looking statements, particularly as related to the business plans of the
Company, expectations of strategic relationships, business opportunities related
to wind energy, and the Company's ability to gain market share, the size of the
market, the ability of the Company to develop new technologies, the ability of
the Company to compete effectively in the marketplace, and the future product
opportunities of the Company are based on current expectations that involve a
number of risks and uncertainties. Actual results may differ materially from the
Company's expectations and estimates.

                              CAUTIONARY STATEMENT

     This Registration Statement may contain forward-looking statements that
involve risks and uncertainties, including but not limited to the Company's
ability to produce a cost-effective wind energy conversion device. Among the
important factors that could cause actual events to differ materially from those
indicated by forward-looking statements in this registration statement are the
failure of the Company to achieve or maintain necessary zoning approvals with
respect to the location of its MAT power developments; to successfully produce
the MAT on time and remaining competitive; the inability of the Company to sell
its wind energy systems in the future, if needed, to finance the marketing and
sales of its electricity; general economic conditions; as well as those risk
factors detailed in the periodic reports filed by the company.


                                        4
<PAGE>
ITEM  1.     DESCRIPTION OF BUSINESS

(a)  General Development of Business

Mass Megawatts Wind Power Inc., a Massachusetts Corporation ("Mass Megawatts" or
the "Company") is in the business of producing wind turbines and selling wind
generated electricity. The Company was organized under the laws of the
Commonwealth of Massachusetts on May 27, 1997 as Mass Megawatts, Inc. and
changed its name to Mass Megawatts Power, Inc. on January 2, 2001. Mass
Megawatts Power, Inc. changed its name again on February 27, 2002 to Mass
Megawatts Wind Power, Inc.

There has been no bankruptcy, receivership, or proceeding in the Company's
history. No event occurred involving material reclassification, merger,
consolidation, or significant amount of assets purchased or sold not pertaining
to the ordinary course of business. Mass Megawatts has not recorded any
significant revenue since its inception and there is substantial doubt about the
going concern status of the company without additional funding.

                                COMPANY SUMMARY

Mass Megawatts plans to build and operate wind energy power plants and plans to
sell the electricity to the electric power exchange. The Company's technology is
projected to compete effectively in the near term with new fossil fuel fired
generating facilities at more locations than the current technology. The
Company's licensed MultiAxis Turbosystem (MAT) technology (multiple patents
granted and pending) is expected to contribute clean, cost-competitive wind
energy as a major factor in the production of electric power worldwide. Based on
MAT's performance, the Company's proposed 1,000 megawatt wind farm is projected
to produce power at less than 2.5 cents per kWh in high wind speed locations
being measured at greater than 16 miles per hour average annual wind velocity.
After deducting the expenses related to both capital cost and the operations of
the wind power plant, a profit can be realized at 2.5 cents per kWh at 16 miles
per hour wind velocity.  The 1000 megawatt power plant is projected to be
completed by the year 2009. Mass Megawatts finalized that the location will be
in Southern California.

If Mass Megawatts chooses to work through power brokers, the potential exists to
sell the environmental correct "green" power at a premium price being higher
than conventional fuel sources. Power brokers usually receive a premium of 1.5
cents per kWh above the wholesale price paid on the open market. Therefore, 5.5
cents per kWh is a conservative green market price paid to green power brokers.
The market is new and subject to uncertainty including price fluctuations.

The sale of electricity to power brokers is more profitable than selling
directly to the electricity commodities market. If the cost of the marketing
infrastructure of selling green energy at a 2 cents per kWh premium is justified
as opposed to the wholesale contracting of electricity at a lower price, then
Mass Megawatts plans to market the electricity to green energy brokers. The
green power is energy from clean energy production sources like wind energy in
which consumers are willing to pay a premium in order to promote clean energy.
Mass megawatts plans to build and operate wind energy plants and sell the
electricity either through contracts with utilities which is the traditional
method for independent power plants or directly into the open market or
electricity commodities market like a merchant plant similar to many natural gas
fired power plants. In some cases, we have plans to sell the power plants
themselves to large customers or utilities.

                                LICENSING RIGHTS

Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass Megawatts
has been granted an exclusive sublicense to market, within a limited territory,
the MultiAxis Turbosystem (MAT) and associated technology relative to increasing
wind


                                        5
<PAGE>
velocity cost effectively with the use of external walls or structure to enhance
the flow of air velocity for increasing power output. The Multiaxis Turbosystem
has several mechanical and structural innovations in order to reduce the cost of
wind power.  There are also better methods of reducing the amount of material
used in order to achieve a desired power output.  The MAT is comprised of
certain products and technology covered by several applications for United
States Letters Patent by Mr. Ricker as well as patent grants in the United
States and other countries. The patent rights comprise several innovations
related to methods to increase wind velocity.  The limited territory is defined
as: Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois,
Kansas, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, Texas,
Vermont, Washington, and Wisconsin. Pursuant to the sublicensing agreement, Mass
Megawatts must pay a royalty fee to Mr. Ricker based on two percent of the net
sales of Mass Megawatts for the life of the patent of each product being
licensed. The Sublicensor is Windstorm International of Putnam, CT who received
a license agreement from Jonathan Ricker, Chairman and Chief Executive Officer
of Mass Megawatts. Mr. Ricker, who is also the majority shareholder of Windstorm
International, is the owner of the patents and patent rights of the licensed
technology to Windstorm International. Several of the patents have filed Patent
Cooperation Treaty Applications and National Phase patents in many nations and
all major countries. The Patent Cooperation Treaty is the method used to
simplify the intellectual property protection process standardizing the process
with over 150 nations in the world. Since the company is highly dependent on the
intellectual property rights for protection and growing the business, it is an
important part of the potential success of the Company.

                                  THE PRODUCT

The Company's product is the MultiAxis Turbosystem (MAT). Wind turbines take
advantage of a free, clean, inexhaustible power source to convert wind energy
into electricity. Each MAT consists of a rectangular fabricated steel frame 80
feet high x 80 feet long and 40 feet wide, elevated 50 feet above ground level
for improved wind velocity, and secured to footings at ground level. Each frame,
house 16 shafts 4-tiered stacks, and onto each stack is mounted eight, 4 feet
wide x 18 feet long blades. The generators feed to a power collector panel
which, in turn, connects to the power grid. Each MAT unit is rated at 360 kW
which is large enough to power about 100 homes at locations which have an
average annual wind speed of greater than 16 miles per hour. There are enough
locations in the United States with 16 miles per hour average annual wind
velocity to power twenty percent of the nation''s energy supply according to the
United State''s Department of Energy.

In order to generate large amounts of cost-efficient energy, conventional
turbines (airplane propeller style) require massive and expensive rotors to turn
the huge blades. These blades must be of a diameter sufficient to increase the
airflow impacting the blade's surface area. As the diameter of the blade
increases, so too does the cost of other components. Large blades also create
structural stress and fatigue problems in the gearbox, tower, and in the yawing
system which turns the turbine into the optimal wind direction.

The MAT reduces blade cost by using a geometrically simple, smaller blade which
addresses problems associated with vertical axis turbines. Vertical axis
turbines suffer from severe structural stress problems caused by the forces of
lift which push the blades back and forth causing heavy cyclical loads. As
vertical turbines rotate, wind contacts them first from the left side, then from
the right. This constant repetitive motion causes fatigue. The popular
propeller, or horizontal version, also has horizontal lift stresses, although at
a reduced level since the lift forces are not constantly reversing. MAT's small
blade units eliminate the structural fatigue of longer, heavier blades. The need
to accurately balance the lightweight blades are less critical. In other words,
blades of less than 3 feet in diameter can survive a hurricane unlike the larger
blades.  It also enables MAT to more efficiently gather the mechanical power of
the wind and transfers it to the generators for the production


                                        6
<PAGE>
of electrical power. The higher speed of rotation of the smaller blades also
allow the use of smaller and less expensive gearboxes in order to increase the
rotation of the mechanical forces to power the generators cost effectively.
This innovation also allows other critical parts of the wind turbine to be
repositioned, thus reducing the structural complexity and cost of construction.
For example, the heavy generator and shaft speed increasing device can now be
placed at ground level, rather than mounted atop the tower. In conventional wind
turbine design, the shaft speed increasing device is typically a heavy gearbox
which must be sufficiently rugged to withstand the vibrations of the tower
caused by the large blades. The combination of vibrations and yaw (the action of
turning the turbine into the wind), causes structural stress.

By locating the drive train and generator at ground level, components with
considerable weight or mass can be used. For example, a direct drive generator
can be used, eliminating the need for a gearbox. This provides the advantages of
variable-speed operation which increases power output at a lower cost. Ground
level construction also allows easier access, which reduces maintenance costs.

Other environmental advantages specific to MAT include its noiseless turbines
which will ease site permitting, and its high visibility to birds which will
prevent them from flying into the rotation area.

                 BRIEF TECHNICAL OVERVIEW OF PRODUCT ADVANTAGES

Traditionally, wind turbines were supported by a single tower and in many cases
with guy wires that lead to a multitude of vibration and frequency related
problems. The blades of vertical axis turbines were large and therefore limited
in their design and the materials. For example, aluminum extrusion and
fiberglass pultrusion were used in the two most serious commercial applications
of vertical axis turbines. Due to the large size of the fiberglass blades,
transporting them require a straight shape. The strength was limited for the
purpose of being able to bend the blades at the place of installation. In other
vertical axis wind technology, the aluminum blades could not form a true
aerodynamically optimal shape. The blades had to be made of significant length
and the available extrusion equipment for the long length and large profiles are
not available for producing a structural and aerodynamic blade at a cost
competitive price. The patents of both serious commercial prior applications of
vertical axis technology are described in "Vertical Axis Wind Turbine" Patent
number 4,449,053 and "Vertical Axis Wind Turbine with Pultruded Blades" in
Patent number 5,499,904. The MAT overcame the size related disadvantages. One
such manufacturing advantage of the MAT includes the cost reduction of using
smaller components instead of larger and fewer components. Other advantages
include providing more solid blades, which help, resolve cyclical stress
advantages include providing inexpensive repair and maintenance with components
like the generator, heavy variable speed equipment and gearbox on the ground
level while elevating the rotor high above the ground in order to avoid
turbulence. The MAT is also easier to construct and uses standard off the shelf
items which avoids the need of custom made parts with the exception of the
mass-produced blades.

                                    MARKETS

Wind energy experienced a 20% annual growth for the past five years according
the American Wind Energy Association which is the industry''s trade organization
based in Washington, D. C. and more information can be viewed on their web site
which is www.awea.org and it contains much information on the industry and its
markets. Mass Megawatts could receive a selling price of 5 cents or greater per
kWh for its clean electricity Recent national surveys show that approximately
40-70% of the population surveyed indicate a willingness to pay a premium for
renewable energy. Although 10% of the respondents say they will participate in
such a program, actual participation is estimated at 1%. Currently, more than a
dozen utilities have green marketing programs. Public Service Company of
Colorado, Central and South West Services Corporation of


                                        7
<PAGE>
Texas, and Fort Collins Light and Power Company are leading the effort in wind
related green electricity marketing.

Although the green market is new, utilities are using two approaches to take
advantage of the growing public preference for renewable energy by initiating
two approaches. One is offering customers a specific electricity source at a
premium. The second approach is giving customers an opportunity to invest in
future renewable energy projects.

                             COMPETITIVE COMPARISON

According to the Electric Power Research Institute, the past 10 years have seen
traditional energy costs increase while wind energy costs have declined.
Excluding MAT, the advances in technology, larger-scale and more efficient
manufacturing processes, and increased experience in wind turbine operations has
contributed substantially to this trend. This cost decline is paralleled with a
several hundred fold increase in installed wind energy capacity. As a result,
maintenance costs have fallen significantly. Wind energy sources comprise less
than one percent of the current electricity generating industry.

The current status in wind energy economics compared with alternate energy
sources is shown in Figure 1. Values are based on lifetime average cost studies
including design, construction, and operations. Prior to the introduction of
MAT, the best wind turbines potentially produce electricity at 4.5 per kWh under
optimum wind conditions of an average annual wind speed of  16 miles per hour or
greater. Although less than 1% of the Earth's surface experiences such
conditions, Battelle Pacific Northwest laboratory estimates that wind energy
could supply about 20% of the world's electricity using current wind technology.
This figure does not factor the potential of MAT. A comparison of the cost of
wind generated electricity with more conventional power plants shows wind energy
is competitive. The table shown below is supported by information on the web
site www.awea.org and many links located on the website.

<TABLE>
<CAPTION>
FIG. 1
Fuel Source        Cost/kWh     Market Share
--------------  --------------  -------------
<S>             <C>             <C>
Coal                   4.0              50.0%
Nuclear               15.0              20.0%
Natural Gas            9.0              10.0%
Petroleum              8.0               3.0%
Hydroelectric          4.5 *            12.0%
Wind (pre MAT)         4.5 **           0.25%
Solar                 10.0               0.5%
Diesel          7.0 - 40.0 ***           0.5%
Biomass                8.0               0.5%
</TABLE>

     *   At good hydroelectric sites
     **  In 15 mph average wind speed conditions
     *** Depending on size and location of facility, with smaller more remote
         locations having higher costs

                                    SOURCING

The Company is not dependent upon exclusive or unique suppliers. However,
certain custom-made items including bearings and blades will require four to six
weeks lead time due to special manufacturing techniques. The Company has
identified alternate suppliers if current business relationships cease.

The Company plans to use multiple suppliers, chosen through competitive bidding.
The price of materials used is expected to be substantially similar from one
vendor to the


                                        8
<PAGE>
next due to the availability of raw supplies. The absence of special
technologies negates dependence on any one supplier.

                               INDUSTRY ANALYSIS

According to the U.S. Department of Energy, wind energy is rapidly becoming one
of the least expensive and most abundant new sources of electricity with
capacity expected to increase and costs decrease over the next two decades. Over
the past two decades, the wind energy industry has increasingly studied and
improved wind turbine design and operation. Initially, federal research focused
on very large utility scale machines each with a capacity potential of 1 to 5
megawatts. Focus continued on larger machines during the 1970's and 1980's when
many international corporations developed large wind turbines with 200 ft.
blades. In the 1990's, smaller wind turbines gained acceptance as the more
viable option and the majority of wind turbines today are intermediate-sized
with 50-500 kWh peak capacity. Most turbines being built today are mature
propeller-based designs comprising upwind, horizontal axis 3-blades construction
with a 500-600 kilowatt rating. These turbines look like giant fans with thin
blades and while they have lent credibility to the wind industry within the
investment and developer community, the cost of energy from these turbines may
be near the upper limit due to size effectiveness and efficiencies of mass
production. The acceptance of these propeller-driven turbines is based on many
years of testing and experience but the industry's ability to develop more
efficient innovations utilizing this design is limited and research potential is
exhausted. Still, numerous alternative turbines have been developed and include
one-blade and two-blade machines; vertical axis design, variable speed designs;
direct drive between blades; generator rather than gearbox.

Not factoring the Company's MAT product, World Energy Council expects new wind
capacity worldwide to continue to grow. The continued evolution of this
technology is evident with the existence of varying wind turbine designs.
However, there is division in the wind industry between those who want to
capitalize on the emerging respect the business community has for established,
mature wind technology, and those who seek new technologies designed to bring
about significant cost reductions. Mass Megawatts chooses to seek new horizons
beyond current perception and knowledge by developing new technologies that will
significantly reduce wind energy costs. As a result, the Company products can be
seen as participants in several different industries.

               THE CONVENTIONAL INDEPENDENT POWER PRODUCERS (IPP)

The impact of deregulation of the electric utilities is expected to present
opportunities for wind-related IPP's according to the Massachusetts Technology
Collaborative. With current cost of wind power in limited high wind locations at
4.5 per kWh, the cost of large scale investment in wind energy is the same to
the consumer as it would be for more conventional energy sources. In other
words, combined gas turbines, modern coal technologies, and wind power in
limited locations can all earn enough sufficient to encourage investment if and
when the retail sale of the electricity produced is 4.5 per kWh.

                            THE END OF LINE INDUSTRY

Modular sources of power generation at the end of a utility's distribution lines
include small wind turbines, diesel generators, and photovoltaics. In growing
communities, it is more cost effective to add small power-generating facilities
such as wind turbines than to construct expensive new transmission capacity. In
many regions, utilities are required to provide electric service and as a
result, they are likely to pay a premium for electricity rather than incur the
higher cost of constructing new power lines and substations for transport. In
these areas, the price per kWh sold is several times higher than the normal
selling price.


                                        9
<PAGE>
                               THE GREEN INDUSTRY

In the new era of electric utility restructuring wherein consumers can choose
their electricity sources, some are choosing green energy produced from clean
and renewable sources such as wind or solar power. These resources are available
as a commodity but the green consumer pays a premium for emission-free energy.
The American Wind Energy Association in Washington, D.C. states that recent
polls show that more than 5% of the general population is willing to pay more
for renewable energy.

                             THE OFF-GRID INDUSTRY

This small industry is for consumers who are not in close proximity to power
lines or who choose not to be connected to the grid. The industry includes wind,
solar, wood burning furnaces, and small hydropower turbines. Like the green
industry, these consumers have a strong environmental awareness. Although the
potential market for off-grid energy is less than 1% of the electricity market,
the dollar potential is estimated to be as much as $2 billion.

Renewable energy technologies, as well as diesel power, are the major sources of
electricity for those who compete in the End of the Line, Green Energy, and
Off-Grid industries.

                       WIND ENERGY INDUSTRY PARTICIPANTS

As wind energy technology gains wider acceptance, competition may increase as
large, well-capitalized companies enter the business. Although one or more may
be successful, the Company believes that its technological advantage and early
entry will provide a degree of competitive protection.

As previously stated, wind energy is booming and it is the fastest growing
source of energy worldwide for three consecutive years according to the National
Renewable Energy Laboratory in Boulder, Colorado. Energy companies such as
British Petroleum, regarded for their forward thinking management, see
opportunities in wind power development. Over $1.5 billion in worldwide sales of
wind power plants has been achieved. The total world investment in wind power
projects in 2007 is more than $8.5 billion according the American Wind Energy
Association. Following are just a few of the companies involved in wind power,
and they represent the largest wind turbine manufactures in the world.

The Danish firm, Vestas, is the world's leading producer of wind turbines and a
major exporter of turbines to the United States. An innovator in structural and
generator advancements, Vestas has 3,000 employees and its world market share in
2000 was 40%.

Sea West Energy Corporation is a wind farm developer with completed wind power
projects totaling nearly 400 megawatts ($500 million). The company has a
reputation for quality turbines.

Bonus Windpower of Denmark produce high quality turbines in Europe, located
primarily in Wales, and has exported to the U.S.

Nordex of Denmark, Enercon, and DeWind both of Germany, produce turbines with a
blade diameter greater than 150 feet.

Nedwind of the Netherlands manufactures turbines for export to the Caribbean and
India.

Bergey Windpower produces small turbines, primarily for use where utility grid
interconnect lines are not readily available.


                                       10
<PAGE>
As a footnote, recent economic growth in India and China has spurred on wind
energy's high growth rate in those countries. As a result, they are world
leaders in the demand for wind turbines.

                             DISTRIBUTION PATTERNS

Distribution begins with identifying energy demand in and near potential power
plant sites. Replacement of older or obsolete power plants, as well as growth in
the population and the economy, are factors in determining energy demand in
identified areas. Assuming a sufficient energy demand, the Company would test
the site to determine whether sufficient wind energy resources are available to
effectively and efficiently displace current electricity sources, thus reducing
pollution from fossil fuel. With a successful analysis, the Company would obtain
land right and apply for permits to install and operate a wind power generating
plant. In the past, zoning and permitting issues have included noise generated
by wind farms, however, the MAT's slower moving blades should help eliminate
this issue.

Mass Megawatts is claiming its stake in the growing electric power industry. The
Company identifies competition in terms of specific products which fill the same
needs as our products. Primary competitors are:

Combined-Cycle Gas Turbines - innovations in this technology have led to lower
costs, higher efficiency, and cleaner emissions.

Modern Coal Technologies - New designs, which double or triple reheat
scrubber-equipped plants, increase efficiencies and decrease pollution emissions
relative to typical reheat designs.

Biomass-generated electricity - Gasifying the biomass to fuel high-efficiency
gas turbine systems could  cost competitive with natural gas in the near term.
Petroleum, photovoltaic cells and nuclear power are not a current threat to Mass
Megawatts since the cost to produce electricity from these sources is higher
than that of wind. Cost effective, profitable hydropower is limited to sites on
swift moving water sources and with limited ability to increase market share it
does not prove a major threat toward wind power.

                           FOREIGN SALES AND EXPORTS

Mass Megawatts Wind Power, Inc. had sales to Hungary in the fiscal year ending
April 30, 2008 but had no operations in foreign companies or export sales in the
fiscal year ending April 30, 2007.

                         RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to operations when incurred and are
included in operating expenses. The amounts charged for the years ended April
30, 2008 and 2007 amounted to $26,347 and $17,801, respectively. All of these
costs are borne by the Company.


ITEM  2.     DESCRIPTION OF PROPERTY

Mass Megawatts Wind Power, Inc. does not own any properties. The Company's
administrative offices are on Prescott Street in Worcester, Massachusetts.  A
wind tunnel facility was built by Mass Megawatts Wind Power, Inc. on property
leased at the same location on Prescott Street in Worcester, Massachusetts. In
some examples of activities at the wind tunnel facility, we test new blades and
other components for structural issues.  We also collect data for power output
of different blade configurations and certain method of increasing wind velocity
into the blades.  In Charlton, Massachusetts, a field test facility is located
on top of a hill where Mass


                                       11
<PAGE>
Megawatts has developed a prototype to verify the structural and mechanical
durability of the product. The latest prototype, located in Blandford,
Massachusetts is a pre commercial prototype designed for choosing the system for
commercial production.


ITEM  3.     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  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to the security holders during the year ended
April 30, 2008.


                                       12
<PAGE>
                                    PART II
                                    -------

ITEM 5.     MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Common Stock of the Company is traded in the over-the-counter market and was
quoted on the NASDAQ Over-the-Counter Bulletin Board under the symbol "MMGW.OB""
or ""MMGW."  The following table sets forth, for the fiscal years ended April
30, 2008 and April 30, 2007, the high and low per share bid prices of the
Company's Common Stock as reported by the OTCBB.  These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

<TABLE>
<CAPTION>
                       2008
                 HIGH        LOW
<S>             <C>        <C>
First Quarter   $ .74     $ .30
Second Quarter    .87       .43
Third Quarter     .78       .51
Fourth Quarter    .68       .35

                       2007
                 HIGH        LOW
First Quarter   $1.74       $1.11
Second Quarter   1.40       .80
Third Quarter    1.20       .57
Fourth Quarter    .84       .59
</TABLE>

During the year ended April 30, 2008, 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 year ended April 30, 2008, the Company issued the following shares of
stock:

<TABLE>
<CAPTION>
                                                             Shares   Amount
                                                             -------  -------
<S>                                                          <C>      <C>
Common stock for services at $.73 per share (May 2007)         8,103  $ 5,915
prototype development
Common stock for services at $.65 per share (July 2007)        3,000  $ 1,950
prototype development
Common stock for services at $.51 per share (July 2007)          960  $   490
prototype development
Common stock for services at $.50 per share (February 2008)   11,842  $ 5,921
prototype development
Common stock for services at $.49 per share (February 2008)   14,500  $ 7,105
prototype development
Common stock for cash at $.30 per share (May 2007)            40,522  $12,157
Common stock for cash at $.30 per share (July 2007)           15,000  $ 4,500
Common stock for cash at $.20 per share (July 2007)          200,000  $40,000
Common stock for cash at $.20 per share (August 2007)         25,000  $ 5,000
Common stock for cash at $.19 per share (September 2007)     175,000  $33,250
Common stock for cash at $.19 per share (September 2007)      36,843  $ 7,000
Common stock for cash at $.15 per share (November 2007)      100,000  $15,000
Common stock for cash at $.19 per share (December 2007)      100,000  $19,000
Common stock for cash at $.30 per share (December 2007)        5,000  $ 1,500
Common stock for cash at $.33 per share (January 2008)        22,500  $ 7,500
Common stock for cash at $.25 per share (February 2008)       60,000  $15,000


                                       13
<PAGE>
Common stock for cash at $.22 per share (February 2008)       20,000  $ 4,400
Common stock for cash at $.22 per share (February 2008)       35,000  $ 7,700
Common stock for cash at $.22 per share (February 2008)        5,000  $ 1,100
Common stock for cash at $.22 per share (February 2008)       10,000  $ 2,200
Common stock for cash at $.19 per share (February 2008)        5,263  $ 1,000
Common stock for cash at $.19 per share (February 2008)       81,000  $15,390
</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.

                                DIVIDEND POLICY

The Company does not anticipate that it will pay cash dividends or distributions
in the foreseeable future. In the past, Mass Megawatts had never declared any
cash dividends or made any distributions. The Company plans to retain its
earnings in order to help finance the growing operations.

As of April 30, 2008 there were approximately 305 shareholders of Common Stock.
As of April 30, 2008, there were 4,989,394 common shares issued and outstanding.
The Company has 5,000,000 common shares authorized. All the shares have equal
rights with respect to voting, liquidation, and dividend rights. Of the
Company's total outstanding shares, approximately 400,000 shares may be sold,
transferred or otherwise traded in the public market without restrictions,
unless held by an affiliate or controlling shareholder of the Company. None of
the free trading shares are held by an affiliate.


                                       14
<PAGE>
ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "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 2009 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 significant revenues from operations since its
inception, but has raised funds through other means to maintain liquidity.
Specifically, the Company raised capital with a private placement memorandum
under Regulation D, Rule 506, selling shares of its common stock to raise
$200,000. The Company has dedicated approximately $ 70,000 of this money to be
used to develop a prototype to be utilized for manufacturing. The Company has
also spent approximately $40,000 for the test and data analysis and
approximately $60,000 for administration, working capital, marketing, and
advertising.

The Company does not believe that it will have sufficient funds from operations
to fund its operations for a minimum of 12 months following April 30, 2008 and
is therefore dependent on financing from issuing capital stock or debt The
Company expects to generate sales in fiscal 2008 and expects to be able to fund
its operations for an additional 12 months, but cannot predict with any
certainty its ability to do so. Without future sales, there is substantial doubt
about the Company's ability to continue as a going concern.

The Company shows a loss for the year ended April 30, 2008 and the period May
27, 1999 (date of inception) to April 30, 2008 of $228,348 and $3,840,059. 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 substantial revenues
from operations.  Much uncertainty exists about the Company's future as a result
of the lack of operating revenue 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.


                                       15
<PAGE>
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
unfavorable impact for the industry as a whole. It is anticipated, however, that
restructuring could present more advantages and opportunities for the Company's
product by enabling it to compete 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 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.


                                       16
<PAGE>
Mass Megawatts has been negotiating with Ameresco Select, Inc., as the
Contractor, to provide a multi-axis turbo-system for use by the U.S. Army, as
the Owner. It is anticipated that the contract will be executed as soon as there
is compliance with all covenants of the contract. (An AIA A401-1997 Standard
Form of Agreement).

EMPLOYEES

As of April 30, 2008, the Company had no employees. Jonathan Ricker is an
executive officer, and is not considered an employee. The Company does hire
consultants and other employees, as necessary throughout the year.  During the
year ended April 30, 2008, 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
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.

Also, a groundswell 204839914across 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
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
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


                                       17
<PAGE>
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.

USE OF ESTIMATES
----------------
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 amounts of assets and
liabilities, the 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. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARE
------------------------------------
Basic loss per share is computed using the weighted average number of shares of
common stock outstanding during each period. Diluted loss per share includes the
dilutive effects of common stock equivalents on an "as if converted" basis.
Basic and diluted loss per share are the same due to the absence of common stock
equivalents.

CASH AND CASH EQUIVALENTS
-------------------------
For purposes of the statements of cash flows, cash equivalents include all
highly liquid investments with original maturities of three months or less.

EQUIPMENT AND DEPRECIATION
--------------------------
Equipment is recorded at cost. Depreciation is calculated using the
straight-line basis over the estimated useful lives of the assets, which is five
to ten years. Maintenance and repairs are charged to operations when incurred.
Betterments and renewals are capitalized. When equipment is sold or otherwise
disposed of, the asset account and related accumulated depreciation account are
relieved, and any gain or loss is included in operations.

INCOME TAXES
------------
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. These assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which the
temporary differences are expected to reverse.

RESEARCH AND DEVELOPMENT COST
-----------------------------
Research and development costs are charged to operations when incurred and are
included in operating expenses.

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

STOCK-BASED COMPENSATION
------------------------
Effective February 1, 2006, Mass Megawatts began recording compensation expense
associated with stock options and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123R,
Share-Based Payment, as interpreted by SEC Staff Accounting Bulletin No. 107.
Prior to February 1, 2006, Mass Megawatts had accounted for stock options
according to the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations, and
therefore no related compensation expense was recorded for awards granted with
no intrinsic value. Mass Megawatts adopted the modified prospective transition
method provided for under SFAS No. 123R, and, consequently, has not
retroactively adjusted results from prior periods.

During the years ended April 30, 2008 and 2007 Mass Megawatts did not grant any
option to its employees.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
Mass Megawatts does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on their financial position, results
of operations or cash flows.

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. The respective carrying value
of certain on-balance-sheet financial instruments approximated their fair
values.  These financial instruments include cash, accounts payable, and due to
stockholder.  Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their carrying
amounts approximate fair  values or they are payable on demand.


                                       18
<PAGE>
ITEM 7.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                            CONTENTS
                            --------

Financial Statements:
<S>                                                         <C>
Report of Independent Registered Public Accounting Firm . .  20

  Balance Sheets. . . . . . . . . . . . . . . . . . . . . .  21
  Statements of Operations. . . . . . . . . . . . . . . . .  22
  Statements of Changes in Stockholders' Deficit. . . . . .  23
  Statements of Cash Flows. . . . . . . . . . . . . . . . .  25
  Notes to Financial Statements . . . . . . . . . . . . . .  27
</TABLE>


                                       19
<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Mass Megawatts Wind Power, Inc.
(A Development Stage Company)
Shrewsbury, Massachusetts

We have audited the accompanying balance sheets of Mass Megawatts Wind Power,
Inc. (Mass Megawatts")(A Development Stage Company), as of April 30, 2008 and
2007 and the related statements of operations, changes in stockholders' deficit
and cash flows for the years ended April 30, 2008 and 2007 and the period from
May 27, 1997 (Inception) through April 30, 2008. These financial statements are
the responsibility of Mass Megawatts'Megawatts management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatements. Mass Megawatts is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of Mass Megawatts' internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mass Megawatts as of April 30,
2008 and 2007 and the results of its operations and its cash flows for the
periods described in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that Mass
Megawatts will continue as a going concern. As discussed in Note 2 to the
financial statements, Mass Megawatts has suffered recurring losses from
operations and has a working capital deficit, which raises substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

July 28, 2008

                                       20
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                         (A Development Stage Company)
                                 Balance Sheets


                                                     April 30,     April 30,
                                                       2008          2007
                                                   ------------  ------------
<S>                                                <C>           <C>
ASSETS
Current assets:

  Cash                                             $       153   $    16,108
  Prepaid expenses                                         803         2,663
                                                   ------------  ------------

Total current assets                                       956        18,771
                                                   ------------  ------------

Fixed assets, net                                        7,629         9,638
Other assets                                               565         9,294
                                                   ------------  ------------

Total assets                                       $     9,150   $    37,703
                                                   ============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable and accrued
    liabilities                                    $    26,051   $    42,701

  Credit cards payable                                  82,488        83,198

  Due to stockholder                                    42,442        41,942
                                                   ------------  ------------

Total current liabilities                              150,981       167,841
                                                   ------------  ------------

Stockholders' deficit:
  Common stock; no par value; 7,000,000
    shares authorized; 4,989,394 and
    4,014,861 shares issued and outstanding,
    respectively                                     3,698,228     3,481,573
  Deficit accumulated during the
    development stage                               (3,840,059)   (3,611,711)
                                                   ------------  ------------

Total stockholders' deficit                           (141,831)     (130,138)
                                                   ------------  ------------

Total liabilities and stockholders'
  deficit                                          $     9,150   $    37,703
                                                   ============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                       21
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                         (A Development Stage Company)
                            Statements of Operations

                                                             May 27, 1997
                                                               (Date of
                                                              Inception)
                                    Years Ended April 30,    to April 30,
                                     2008         2007           2008
                                  -----------  -----------  --------------
<S>                               <C>          <C>          <C>

Revenues                          $   27,008   $        -   $      27,008
Cost of goods sold                    23,942            -          23,942
                                  -----------  -----------  --------------
Gross profit                           3,066            -           3,066
                                  -----------  -----------  --------------
Operating expenses:
  General and administrative         211,473      307,951       3,757,482
  Depreciation                         2,009        1,974          23,183
                                  -----------  -----------  --------------

Total operating expenses             213,482      309,925       3,780,665
                                  -----------  -----------  --------------
Operating loss                      (210,416)    (309,925)     (3,777,599)
                                  -----------  -----------  --------------

Other expense (income):
  Interest expense                    17,991       18,084          66,397
  Interest income                        (59)         (55)         (3,937)
                                  -----------  -----------  --------------

Total other expense                   17,932       18,029          62,460
                                  -----------  -----------  --------------

Net loss                          $ (228,348)  $ (327,954)  $  (3,840,059)
                                  ===========  ===========  ==============

Net loss per share                $     (.05)  $     (.09)
                                  ===========  ===========

  Weighted average number of
    common shares                  4,664,170    3,695,098
                                  ===========  ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                   Mass Megawatts Wind Power, Inc.
                                    (A Development Stage Company)
                            Statement of Changes in Stockholders' Deficit
                  For the Period May 27, 1997 (Date of Inception) to April 30, 2008


                                                                   Deficit
                                                                 Accumulated
                                                                   During
                                              Common Stock       Development
                                          Shares      Amount        Stage         Total
                                         ---------  ----------  -------------  ------------
<S>                                      <C>        <C>         <C>            <C>
Balances, May 27, 1997                           -  $        -  $          -   $         -

Shares issued for
  materials and services                   470,190   1,022,148             -     1,022,148
Shares issued for cash                     932,522   1,742,608             -     1,742,608
Shares issued to pay off
  accounts payable                       1,811,384      40,741             -        40,741
Shares issued to purchase
  fixed assets                               7,600      17,100             -        17,100
Imputed interest                                 -       6,194             -         6,194
Net loss                                         -           -    (2,967,192)   (2,967,192)
                                         ---------  ----------  -------------  ------------
Balances, April 30, 2005                 3,221,696   2,828,791    (2,967,192)     (138,401)

Shares issued for cash                     176,346     167,658             -       167,658
Shares issued for services                  61,844      97,307             -        97,307
Imputed interest                                 -      13,567             -        13,567
Net loss                                         -           -      (316,565)     (316,565)
                                         ---------  ----------  -------------  ------------

Balances, April 30, 2006                 3,459,886   3,107,323    (3,283,757)     (176,434)

Shares issued for cash                     396,257     216,621             -       216,621
Shares issued for services                 158,718     152,720             -       152,720
Imputed interest                                 -       4,909             -         4,909
Net loss                                         -           -      (327,954)     (327,954)
                                         ---------  ----------  -------------  ------------

Balances, April 30, 2007                 4,014,861   3,481,573    (3,611,711)     (130,138)

Shares issued for cash                     936,128     191,697             -       191,697


                                       23
<PAGE>
Shares issued for services                  38,405      21,381             -        21,381
Imputed interest                                 -       3,577             -         3,577
Net loss                                         -           -      (228,348)     (228,348)
                                         ---------  ----------  -------------  ------------

Balances, April 30, 2008                 4,989,394   3,698,228    (3,840,059)     (141,831)
                                         =========  ==========  =============  ============

              The accompanying notes are an integral part of these financial statements
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                         (A Development Stage Company)
                            Statements of Cash Flows


                                                            May 27, 1997
                                                              (Date of
                                                             Inception)
                                    Years Ended April 30,   to April 30,
                                      2008        2007          2008
                                   ----------  ----------  --------------
<S>                                <C>         <C>         <C>
OPERATING ACTIVITIES

  Net loss                           $(228,348)  $(327,954)  $  (3,840,059)

  Adjustments to reconcile
    net loss to net cash used by
    operating activities:

      Shares issued for services        21,381     152,720       1,293,556

      Depreciation                       2,009       1,974          23,183
      Interest imputed on
        stockholder advances             3,577       4,909          28,248
  Change in:
    Prepaid expenses and other
      assets                          10,589      (8,382)         (1,368)
    Accounts payable and
      accrued liabilities              9,648     (11,299)        145,088

    Customer deposit                 (27,008)     11,200           4,192
                                   ----------  ----------  --------------

  Net cash used in operating
    activities                      (208,152)   (176,832)     (2,347,160)
                                   ----------  ----------  --------------

INVESTING ACTIVITIES

    Purchase of fixed assets               -      (2,018)        (13,712)
                                   ----------  ----------  --------------

FINANCING ACTIVITIES
    Proceeds from issuance of
      common stock                   191,697     216,621       2,318,583
    Borrowings on related party
      debt                             9,000      21,125         473,396
    Payments on related party
      debt                            (8,500)    (59,300)       (430,954)
                                   ----------  ----------  --------------

  Net cash provided by financing
    activities                       192,197     178,446       2,361,025
                                   ----------  ----------  --------------

NET INCREASE (DECREASE) IN CASH      (15,955)       (404)            153

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

CASH AT END OF PERIOD                    153   $  16,108   $         153
                                   ==========  ==========  ==============


                                       25
<PAGE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                      $   14,413   $  13,175
Income tax paid                             -           -

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


   The accompanying notes are an integral part of these financial statements


                                       26
<PAGE>
                        Mass Megawatts Wind Power, Inc.
                         (A Development Stage Company)
                         Notes to Financial Statements


NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Mass Megawatts Wind Power, Inc. (""Mass Megawatts"), a Massachusetts
corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass
Megawatts changed its name in January 2001 to Mass Megawatts Power, Inc. and has
been in the development stage since its incorporation. Mass Megawatts changed
its name on February 27, 2002 to Mass Megawatts Wind Power, Inc. Mass Megawatts'
principal line of business is to develop its prototype wind energy production
equipment and locate and adapt suitable operating facilities. It intends to
build, patent, and operate wind energy generated power plants utilizing
proprietary MultiAxis Turbine technology. Mass Megawatts expects to sell the
generated electricity to the power commodity exchange on the open market,
initially in California. The corporate headquarters is located in Shrewsbury,
Massachusetts.

USE OF ESTIMATES
----------------
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 amounts of assets and
liabilities, the 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. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARE
------------------------------------
Basic loss per share is computed using the weighted average number of shares of
common stock outstanding during each period. Diluted loss per share includes the
dilutive effects of common stock equivalents on an "as if converted" basis.
Basic and diluted loss per share are the same due to the absence of common stock
equivalents.

CASH AND CASH EQUIVALENTS
-------------------------
For purposes of the statements of cash flows, cash equivalents include all
highly liquid investments with original maturities of three months or less.

EQUIPMENT AND DEPRECIATION
--------------------------
Equipment is recorded at cost. Depreciation is calculated using the
straight-line basis over the estimated useful lives of the assets, which is five
to ten years. Maintenance and repairs are charged to operations when incurred.
Betterments and renewals are capitalized. When equipment is sold or otherwise
disposed of, the asset account and related accumulated depreciation account are
relieved, and any gain or loss is included in operations.

INCOME TAXES
------------
Mass Megawatts uses the asset and liability method whereby deferred tax assets
and liabilities are recognized for the estimated future tax consequences
attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. These
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the temporary differences are expected to
reverse.


                                       27
<PAGE>
RESEARCH AND DEVELOPMENT COST
-----------------------------
Research and development costs are charged to operations when incurred and are
included in operating expenses.

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

STOCK-BASED COMPENSATION
------------------------
Effective February 1, 2006, Mass Megawatts began recording compensation expense
associated with stock options and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123R,
Share-Based Payment, as interpreted by SEC Staff Accounting Bulletin No. 107.
Prior to February 1, 2006, Mass Megawatts had accounted for stock options
according to the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations, and
therefore no related compensation expense was recorded for awards granted with
no intrinsic value. Mass Megawatts adopted the modified prospective transition
method provided for under SFAS No. 123R, and, consequently, has not
retroactively adjusted results from prior periods.

During the years ended April 30, 2008 and 2007 Mass Megawatts did not grant any
option to its employees.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
Mass Megawatts does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on their financial position, results
of operations or cash flows.


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 of $3,840,059 at April 30, 2008.
In addition, at April 30, 2008, Mass Megawatts had negative working capital of
$150,025. 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.


                                       28
<PAGE>
NOTE 3 - RELATED PARTY TRANSACTIONS

Due to stockholder balance of $42,442 and $41,942 at April 30, 2008 and 2007,
respectively, represents funds advanced to Mass Megawatts by the majority
stockholder to assist Mass Megawatts with its financial obligations and to fund
the operations. These advances are due on demand, bear no interest and are
unsecured. Imputed interest expense of 8% was recorded during the year ended
April 30, 2008 and treated as a contribution to capital.

Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass Megawatts
has been granted an exclusive sublicense to market, within a limited territory,
the MultiAxis Turbosystem (MAT) and associated technology relative to wind
velocity augmentation which is the ability to use external walls or structure to
enhance the flow of air velocity for increasing power output. The MAT is
comprised of certain products and technology covered by eight applications for
United States Letters Patent by Jonathan Ricker. Mr. Ricker is the owner of the
patent rights of the licensed technology to Windstorm International. He is also
the Chairman and Chief Executive Officer of Mass Megawatts.

The limited territory is defined as: Massachusetts, New York, New Jersey,
Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska, North
Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. Mass Megawatts
must pay a royalty fee to Mr. Ricker based on two percent of the net sales of
Mass Megawatts for the life of the patent of each product being licensed
pursuant to the sublicensing agreement. The sub-licensor is Windstorm
International of Putnam, CT who received a license agreement from Mr. Ricker.

Several of the patents have filed Patent Cooperation Treaty Applications and
National Phase patents in many nations and all major countries. One patent was
granted in the United states, Europe, Eurasia, China, and India. Additionally,
patent grants were also issued in other countries.

The above terms and amounts are not necessarily indicative of the terms and
amounts that would have been received had comparable transactions been entered
into with independent party.


NOTE 4 - FIXED ASSETS

Fixed assets as of April 30, 2008 and 2007 consist of the following:
<TABLE>
<CAPTION>
                                                          2008           2007
                                                        --------       ---------
                        <S>                             <C>            <C>
                        Vehicles                        $ 14,625       $ 14,625
                        Equipment                         16,187         16,187
                                                        ---------      ---------
                          Total                         $ 30,812       $ 30,812
                        Less: accumulated depreciation   (23,183)       (21,174)
                                                        ---------      ---------
                        Fixed assets, net               $  7,629        $ 9,638
                                                        =========      =========
</TABLE>


NOTE 5 - CUSTOMER DEPOSITS

During first quarter of fiscal 2006, Mass Megawatts received $20,000 from a
third party as a deposit related to a $50,000 purchase agreement on a sale of 25
kilowatts patented MAT wind power plant in the Berkshires of Western
Massachusetts. Construction was re-scheduled to begin later in fiscal 2008.  In
2007, Mass Megawatts received an additional $29,000 from a third party for the
purchase of materials that were never delivered.  As partial repayment of the
deposit, Mass Megawatts issued shares of common stock valued at $5,500 on the
date of issuance and cash of $12,300.  During fiscal year ended April 30, 2008,
$27,008 in sales was applied against the deposits.


                                       29
<PAGE>
NOTE 6 - COMMON STOCK

From inception (May 27, 1997) through April 30, 2006:

- Mass Megawatts issued 532,034 shares of common stock to consultants for their
services and vendors for the material purchased. These shares were valued and
recorded at fair value of $1,119,455.

- Mass Megawatts sold 1,108,868 shares of common stock for cash of $1,910,266.

- Mass Megawatts issued 1,811,384 shares of common stock to its creditors to pay
off the accounts payable in the amount of $40,741. These shares were recorded at
fair value.

- Mass Megawatts exchanged 7,600 shares of common stock valued at $17,100 for a
vehicle and a computer.

During the year ended April 30, 2007:

- Mass Megawatts sold 396,257 shares of common stock for cash of $216,621.

- Mass Megawatts issued 158,718 shares of common stock to consultants for their
services. These shares were recorded at fair value of $152,720.

During the year ended April 30, 2008:

- Mass Megawatts sold 936,128 shares of common stock for cash of $191,697.

- Mass Megawatts issued 38,405 shares of common stock to consultants for their
services. These shares were recorded at fair value of $21,381.


NOTE 7 - INCOME TAXES

Mass Megawatts uses the liability method, where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2008, Mass Megawatts
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved. The
cumulative net operating loss carry-forward is approximately $2,419,592 at April
30, 2008, and will expire in the years 2018 through 2028.

At April 30, 2008, deferred tax assets consisted of the following:

<TABLE>
<CAPTION>
         <S>                          <C>
         Deferred tax assets
           Net operating losses       $ 822,661
           Less: valuation allowance   (822,661)
                                      ----------
         Net deferred tax asset       $       -
                                      ==========
</TABLE>


NOTE 8 - COMMITMENT

Mass Megawatts leases its office space and a warehouse unit on a month-to-month
basis. Total rent expense for the years ended April 30, 2008 and 2007 were
$11,583, $10,500, respectively.


                                       30
<PAGE>
NOTE 9 - SUBSEQUENT EVENTS

On June 19, 2008, the President of the Company noticed a Special Meeting to the
Stockholders to be held on July 11, 2008.  The purpose of the meeting was to
amend the articles of organization to increase its authorized capital stock to
7,000,000 shares of common stock, no par value per share from 5,000,000 shares
of Common Stock and to ratify all actions taken previously to effect such
amendment and increase.  This action was taken in accordance with the
requirements of Massachusetts law and the Securities Exchange Act of 1934, as
amended, and the regulations promulgated there under, including particularly
Regulation 14C.


ITEM  8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURES

1.   Disagreements with Accountants on Accounting and Financial Disclosure:

     None

2.   Changes in Registrant's Certifying Accountants.

     None

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and management's of internal control over
---------------------------------------------------------------------------
financial reporting.
-------------------

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 evaluated 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 the fiscal period ending April
30, 2008. Based on this evaluation, our principal executive officer and
principal accounting officer concluded that, as of the end of such period, our
financial disclosure controls and procedures were not effective, as required
under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Management''s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Our management, including our CEO, conducted an evaluation of the effectiveness
of our internal control over financial reporting. Based on its evaluation, our
management concluded that there is a material weakness in our internal control
over financial reporting. A material weakness is a deficiency, or a combination
of control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company's
annual or interim financial statements will not be prevented or detected on a
timely basis.

The material weakness relates to the monitoring and review of work performed by
our Chief Financial Officer and lack of segregation of duties. In the
preparation of


                                       31
<PAGE>
audited financial statements, footnotes and financial data all of our financial
reporting is carried out by our Chief Financial Officer, and we do not have an
audit committee to monitor or review the work performed. The lack of segregation
of duties results from lack of accounting staff with accounting technical
expertise necessary for an effective system of internal control. In order to
mitigate this material weakness to the fullest extent possible, all financial
reports are reviewed by the Chief Executive Officer. All unexpected results are
investigated. At any time, if it appears that any control can be implemented to
continue to mitigate such weaknesses, it is immediately implemented. As soon as
our finances allow, we will hire sufficient accounting staff and implement
appropriate procedures for monitoring and review of work performed by our Chief
Financial Officer.

This annual report does not include an attestation report of the Company s
registered public accounting firm regarding internal control over financial
reporting. Management s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management s report in this Annual Report on Form 10-KSB.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company''s internal control over financial
reporting during the year ended datelstransMonth4Day30Year2008April 30, 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.


                                       32
<PAGE>
                                    PART III
                                    --------

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS OF THE
        REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICER:

         CHAIRMAN, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

     Jonathan Ricker 95 Prescott Street, Worcester, MA Age:  48
     Term as officer: 1997 - current;
     Term expiration: Term is continuous until an action by the majority
     shareholders.

     For the past 25 years, Mr. Ricker has been involved in product development,
strategic planning, and market evaluations for clients in growth businesses. He
served as Senior Registered Options Principal in the Investment Banking
industry, developing innovative risk protection solutions for clients. Mr.
Ricker's involvement with investment banking provided insight into the
significant long-term potential for opportunities related to wind energy and as
a result he has been actively researching wind energy for more than 11 years.

                    EDUCATION (DEGREES, SCHOOLS, AND DATES)

     1978  -  1982  Bentley College    Bachelor of Science, General Business
                    Waltham, MA        Associates Degree, Science of Accounting

     1974  -  1978  Worcester Academy  Liberal Arts Worcester, MA

                            CHIEF OPERATING OFFICER

     Thomas D. McBride Deerfield Circle Shrewsbury, MA01545 Age: 49
     Term as officer: 1997 - current; Term expiration:
     Term is continuous until an action by the majority shareholders.

     Mr. McBride was instrumental in improving several business operations over
the last 28 years. In the past four years from year 2001, he served as a
consultant for emerging growth businesses including Mass Megawatts. Tom has an
extensive background of operations experience with strong product development,
product planning, and business development skills. He served for five years from
1996 to 2001 as Operations Manager for Lawrence Pumps, Inc. of Lawrence
Massachusetts. Mr. McBride implemented shop floor control and capacity planning
functions. Before his employment at Lawrence Pumps, Tom was the Director of
Engineering for seven years at Nelmor Company, Inc. of North Uxbridge,
Massachusetts. Tom obtained several U.S. and foreign patents pertaining to
special equipment used at Nelmor Company. Mr. McBride has the ability and track
record for improving manufacturing efficiencies, reducing lead-time, analyzing
performance, budgeting workloads, and other planning capabilities for operating
a company.

                    EDUCATION (DEGREES, SCHOOLS, AND DATES)

     MBA from University of Akron in 1978 BSME from University of Missouri in
1970

CONSULTANTS:

     Michael A. Cook, Age: 51
     Project Finance Manager

     Mr. Cook has over 27 years of experience in the project finance in the
energy industry including 15 years with wind energy. Since 2003, he consulted
and advised


                                       33
<PAGE>
several companies related to creative finance strategies and more cost effective
and efficient ways of operating wind energy and other energy related companies.
Between 1998 and 2003, he was President of Trade Winds Inc., a Finance and
Insurance Consulting Company.  He faced the challenges of renewable Technologies
being experimental and lacking sufficient historical long life data of
traditional energy projects. His first wind energy finance package was
underwritten by Continental Insurance Company in 1984. Mike has been developing
structured financial risk mitigation programs that gives added assurance of debt
repayment to project lenders involved in new energy technology like wind energy.
Mr. Cook gained his experience in new project finance when he was the Pacific
Regional Manager of Special Risk Property and Machinery Department for 10 years
at Continental Insurance Company. Mike managed a staff, which included
professional division managers and 5 satellite offices. He also served 3 years
as an Executive at the Special Risk Energy Technical Department of the Energy
and Utility Division of CIGNA Corporation. Mike was involved in the development
of financial methods for new projects for several energy companies including
Ormat, Mission Energy, TOSCO, PG&E, SMUD, Colorado Public Service, LUZ Solar,
and many wind projects. Mike' method of mitigating risk includes weather risk
insurance coverage including the lack of good wind. With proper documentation
generated by project due diligence and local public data, financial guarantees
of the course of nature is available.

     Thomas Andrellos, Age: 42
     Director of Business Planning

     Mr. Andrellos has over 20 years experience in the areas of Materials
Management. Since 1998, he has been a consultant for most high tech companies.
Purchasing and Business Planning. Tom has lead the start-up efforts of a high
volume process intensive manufacturing division that expanded into multiple
sites in the United States and Far East. He has directed the operational
organization in support of budget objectives, business goals, and customer
delivery. He has also managed a cost center budget of over $60 million in
inventory spending and $100 million in capital equipment purchases. Tom's past
experience includes being a new product manager, planning and logistics manager,
plant materials manager and an inventory-planning supervisor. Mr. Andrellos
received many awards in the areas of leadership, inventory reduction, program
management and employee values.

     Thomas M. Dill, Age:  47
     Director of Corporate Services

     Mr. Dill has over 27 years of Manufacturing, Industrial Engineering, Real
Estate, and Facilities management experience. Since the Year 2000, he was a
consultant for primarily European Companies In the late 1990s Tom was the
Director of Real Estate and Facilities for MKE-Quantum Corporation responsible
for three facilities operations with two sites in the United States and
Indonesia. Prior to MKQC Mr. Dill spent nine years as Director of Real Estate
and Corporate Planning for two high tech companies. From 1975-1990, he worked as
an industrial engineering manager in the semiconductor industry and printed
circuit boards. Hid project management responsibilities included the
construction of a $20 million class 1, clean room facility for semiconductor
manufacturing, a $35 million office building expansion and a $6 million loading
dock and chemical storage facility. Tom is a licensed Real Estate Broker and
Massachusetts Construction Supervisor. In 1982, Tom received his B.S. in
Business Administration from Boston University.

 F. Adrian Price, Age: 64
     Principal mechanical engineer

     Adrian has 20 years of experience in vital areas of wind turbine design
being the specification, design, and testing of rotating mechanical equipment.
Since 1999, he was the Chief Mechanical Engineer for Topsfield Engineering.  He
also worked for Mass megawatts while he worked for Topsfield Engineering. Mr.
Price will be the Project


                                       34
<PAGE>
Engineer and coordinate the overall project. Adrian has experience in managing
multimillion dollar engineering project rotating machinery and equipment. Mr.
Price had worked for Vertatec for 7 years on rotating machinery used in
manufacturing and acquired valuable skills when he worked at Mount Hope
Machinery. He has the analytical experience to work with designers and engineers
with experience in structural and dynamic analysis. Adrian also has 4 years of
experience at Bird Machine with high speed rotating machinery.

     Mr. Price has a BS and MS from Massachusetts Institute of Technology

                                   DIRECTORS

     There are presently three Directors of the Company, one is an inside
director, and two are outside Directors.

     They are elected every year at the Company's annual meeting.

     Jodi A. Vizzo
Mrs. Vizzo is currently a Corporate Administrator for RR Corporation in
Shrewsbury MA. In the past 15 years, she has coordinated income producing
assets. Specifically, real estate related assets. Ms. Vizzo has extensive
experience in coordinating the technical and financial aspects of fast growing
business operations. 8 Tamarack Lane Shrewsbury, MA 01545 Age:  40 Term as
officer: 1997 - current; Term expiration: Term is continuous until an action by
the majority shareholders.

     Alison Gray
Ms. Gray is currently a Corporate Administrator for RIGR Corporation which is a
real estate holding company. She is a local businesswoman located in Shrewsbury,
MA. who in the past ten years operated a free lance business to improve value of
real estate and business assets.  35 Westwood Road Shrewsbury, MA 01545 Age: 51
Term as officer: 1997 - current; Term expiration: Term is continuous until an
action by the majority shareholders.

Jonathan Ricker Chairman and Chief Executive Officer of Mass Megawatts Power,
Inc. of Shrewsbury, MA (See Executive Officers.)

                                AUDIT COMMITTEE

     The Audit Committee consists of the entire Board of Directors. The Audit
Committee selects the independent auditors; reviews the results and scope of the
audit and other services provided by Mass Megawatts' independent auditors,
and reviews and evaluates Mass Megawatts' internal control functions. The
board of directors has determined that Jonathan Ricker is the audit committee
"financial expert", as such term is defined under federal securities law, and
is not independent.  Mr. Ricker is an expert by virtue of: (i) education and
experience as a principal financial officer, principal accounting officer,
controller, public accountant or auditor or experience in one or more positions
that involve the performance of similar functions; (ii) experience actively
supervising a principal financial officer, principal accounting officer,
controller, public accountant, auditor or person performing similar functions;
(iii) experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements; and (iv) other relevant experience.


                                       35
<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

The Company does not have an incentive or profit sharing plan for its employees,
officers or directors. Mr. Ricker and the other directors do not have any
employment or compensation contracts with Mass Megawatts.  Consulting fees paid
to Jonathan Ricker, Chairman and Chief Executive Officer, are determined based
on an hourly rate and for the past three years are as follows:

<TABLE>
<CAPTION>
<S>              <C>      <C>      <C>
                       2008     2007    2006
    JONATHAN RICKER  $39,500  $10,000  $ -0-
</TABLE>


                                       36
<PAGE>
ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of April 30, 2008 known to
own beneficially more than 5% of the outstanding Common Stock. Included are
officers or directors who are beneficiary of any shares as individual or a group
regardless of whether they own greater or less than 5% of the outstanding
shares. There were 4,989,394 shares issued and outstanding as of April 30, 2008.

<TABLE>
<CAPTION>



Name and Address                                                       Amount and nature of
Of Beneficial Owner                                                      Beneficial Owner         Percent of Class

<S>                                                                    <C>                   <C>
Jonathan Ricker
95 Prescott Street
Worchester, MA 01605                                                              1,681,820              33.7%

Allison Gray
95 Prescott 204891622Street
Worchester, MA 01605                                                                    200                 *

Jodi A. Vizzo
95 Prescott Street
Worchester, MA 01605                                                                    223                 *

Common Stock
  All officers and directors as                                                   1,710,259              34.3%
    a group (3 persons)

Thomas Weisz                                                                        455,858               9.1%
20201 E. Country Club Dr.
Aventura, FL  33180

Jason Weisz                                                                         288,000               5.7%

Cede & Co                                                                         1,384,178              27.7%
</TABLE>

    * Less that 1% of the issued and outstanding shares of common capital stock

ITEM  12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than below, there have been no transactions between the Company and any
shareholder owning greater than 5% of the Company's outstanding shares,
executive officer, director, nominee for officer or director, or any of the
above referenced individual's immediate family.

The majority shareholder has made several advances to the Company, during fiscal
year ended April 30, 2008, to assist with its financial obligations. These
advances, in the amount of $42,442 at April 30, 2008, are non-interest bearing,
unsecured and due on demand.  Imputed interest of 8% has been recorded during
the year ended April 30, 2008.

                               LICENSING  RIGHTS

     Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass
Megawatts has been granted an exclusive sublicense to market, within a limited
territory, the MultiAxis Turbosystem (MAT) and associated technology relative to
wind velocity augmentation which is the ability to use external walls or
structure to enhance the flow of air velocity for increasing power output. The
MAT is comprised of certain products and technology covered by six applications
and one patent grant for United States Letters Patent by Mr. Ricker. The limited
territory is defined as: Massachusetts, New York, New Jersey, Pennsylvania,
California, Illinois, Kansas, Michigan, Minnesota, Nebraska,


                                       37
<PAGE>
North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. Mass
Megawatts must pay a royalty fee to Mr. Ricker based on two percent of the net
sales of Mass Megawatts for the life of the patent of each product being
licensed pursuant to the sublicensing Agreement. The Sublicensor is Windstorm
International of Putnam, CT who received a license agreement from Jonathan
Ricker who is Chairman and Chief Executive Officer of Mass Megawatts. Mr. Ricker
is the owner of the patent rights of the licensed technology to Windstorm
International. Several of the patents has filed Patent Cooperation Treaty
Applications and National Phase patents in many nations and all major countries.


                                       38
<PAGE>
ITEM  13.      EXHIBITS AND REPORTS ON FORM 8-K

     A)   Form 8-K

          The Company filed the following current reports on the Form 8-K on the
following dates during the year ended April 30, 2008:

On July 30,2007, reporting a Regulation FD Disclosure relating to the results of
operations and financial condition for the fiscal year ended April 30,2007
On August 6,2007, reporting a press release on the results of operations and
financial condition for the fiscal year ended April 30,2007
On September 19,2007, reporting a press release on the results of operations and
financial condition for the fiscal quarter ended July 31,2007
On December 17,2007 reporting a press release on the results of operations and
financial condition for the three months ended October 31,2007
On March 17,2008 reporting a press release on the results of operations and
financial condition for the three months ended January 31,2008
On April 7,2008, reporting a notice of special meeting to amend articles of
incorporation to increase authorized stock


     B)   Exhibits -

31                Certification of the Chief Financial Officer
                  Dated July 29, 2008

32                Certification Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

ITEM  14.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES

AUDIT  FEES
-----------
During fiscal 2008, we were billed by our auditors, Malone & Bailey, PC,
approximately $17,450 for audit and review fees associated with our 10-KSB and
10-QSB filings.

                              Audit  related  fees
                              --------------------
                              None

                              Tax  Fees
                              ---------
                              None

                              All  Other  Fees
                              ----------------
                              None

BOARD  OF  DIRECTORS  PRE-APPROVAL  PROCESS,  POLICIES  AND  PROCEDURES
-----------------------------------------------------------------------

Our  principal auditors have performed their audit procedures in accordance with
pre-approved policies and procedures established by our Board of Directors.  Our
principal  auditors have informed our Board of Directors of the scope and nature
of each service provided.  With respect to the provisions of services other than
audit,  review,  or  attest  services,  our  principal  accountants brought such
services  to  the  attention  of our Board of Directors prior to commencing such
services.

SIGNATURES
----------

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized:


                                       39
<PAGE>
                                        MASS MEGAWATTS WIND POWER, INC.


Dated:     July 29, 2008                    By:  /s/ Jonathan Ricker
          ---------------                  ---------------------------------
                                           Jonathan Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer


In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated:     July 29, 2008                    By:  /s/ Jonathan Ricker
          --------------                   ---------------------------------
                                           Jonathan Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer

Dated:     July 29, 2008                    By:  /s/ Allison Gray
          --------------                   ---------------------------------
                                           Allison Gray
                                           Director


Dated:     July 29, 2008                    By:  /s/ Jodi A. Vizzo
          --------------                   ---------------------------------
                                           Jodi A. Vizzo
                                           Director