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

                                  FORM 10-KSB
                               Amendment Number 1

                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2006

                [ ] 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>
The issuer had no operating revenues for the year ended April 30, 2006.

As  of  April  30,  2006, the aggregate market value of the voting stock held by
non-affiliates  of  the  registrant was approximately $2,450,056, based upon the
closing  sales  price  reported for such date on the OTCBB. The number of shares
held by non-affiliates was 1,750,050 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  April  30,  2006,  the  number of shares outstanding of the Registrant's
Common Stock, no par value was 3,459,326.

Our principal offices are located at Streetaddress95 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>
     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;   30
Compliance with Section 16(a) of the Exchange Act

     Item  10.    Executive Compensation                                          34

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

     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 orstructure 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.

The routine maintenance cost is expected to be about $8,000 per year for the 360
kilowatt rated version. It includes the replacement of timing belts and greasing
of the bearing as well as periodic inspections.

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 30% annual growth rate for the past five years
with a 35% growth rate last year in 2003 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


                                        7
<PAGE>
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
Texas, and Fort Collins Light and Power Company are leading the effort in wind
related green electricity marketing with 10 megawatts of wind power devoted to
green marketing efforts using photovoltaics.

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             6.5               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


                                        8
<PAGE>
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 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


                                        9
<PAGE>
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.

     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 are 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 in both 1996 and 1997. The total world
investment in wind power projects 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.


                                       10
<PAGE>
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.

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.

     Energy Competitors not within the wind energy sector

     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 combined with power generation
for less than 4 per kWh.

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 as little as 4.6 per kWh 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. does not have any operations in foreign
companies or export sales in the fiscal year ending April 30, 2006 or 2005.

     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, 2006 and 2005 amounted to $156,956 and $512,594, respectively. All of
these costs are borne by the Company.


                                       11
<PAGE>
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 and
Shrewsbury, 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 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, 2006.


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

ITEM  5.  MARKET FOR THE COMMON EQUITY AND RELATELD 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,
2006 and April 30, 2005, 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>
                       2006
                 HIGH        LOW
<S>             <C>        <C>
First Quarter   $2.20      $1.35
Second Quarter   3.00       1.35
Third Quarter    2.50       0.51
Fourth Quarter   2.90       1.11

                      2005
                 HIGH       LOW
First Quarter   $4.15      $2.75
Second Quarter   3.55       2.75
Third Quarter    3.00       2.50
Fourth Quarter   4.00       1.60
</TABLE>


During the year ended April 30, 2006, there was no modification of any
instruments defining the rights of holders of the Company's common stock and no
limitation or qualification of the rights evidenced by the Company's common
stock as a result of the issuance of any other class of securities or the
modification thereof.

During the year ended April 30, 2006, the Company issued the following shares of
stock:

<TABLE>
<CAPTION>
                                                               Shares   Amount Service
                                                               ------   --------------
<S>                                                            <C>     <C>
Common stock for services at $1.80 per share (May 2005)         3,166  $         5,699
prototype development
Common stock for services at $1.80 per share (May 2005)         3,160  $         5,688
prototype development
Common stock for cash at $1.50 per share (May 2005)             3,334  $         5,000
Common stock for cash at $.87566 per share (July 2005)         22,840  $        20,000
Common stock for services at $2.50 per share (August 2005)      5,000  $        12,500
prototype development
Common stock for services at $2.50 per share (September 2005)     200  $           500
prototype development
Common stock for cash at $1.50 per share (September 2005)       1,340  $         2,008
Common stock for cash at $1.50 per share (September 2005)       3,500  $         5,250
Common stock for cash at $1.50 per share (September 2005)       3,500  $         5,250
Common stock for cash at $1.50 per share (September 2005)       2,500  $         3,750
Common stock for services at $1.60 per share (October 2005)       500  $           800
prototype development
Common stock for services at $1.50 per share (October 2005)     5,000  $         7,500
prototype development
Common stock for services at $2.00 per share (October 2005)       500  $         1,000
prototype development
Common stock for services at $2.30 per share (October 2005)       300  $           690
prototype development


                                       13
<PAGE>
Common stock for cash at $.60 per share (October 2005)         40,000  $        24,000
Common stock for cash at $.60 per share (October 2005)          5,000  $         3,000
Common stock for cash at $.60 per share (October 2005)          5,000  $         3,000
Common stock for cash at $1.50 per share (October 2005)         2,500  $         3,750
Common stock for services at $2.00 per share (November 2005)    7,000  $        14,000
Common stock for services at $2.00 per share (November 2005)    3,330  $         6,660
Common stock for services at $2.00 per share (November 2005)    5,000  $        10,000
Common stock for cash at $1.50 per share (November 2005)        6,670  $        10,000
Common stock for services at $1.70 per share (December 2005)      400  $           680
Common stock for cash at $1.50 per share (December 2005)        5,000  $         7,500
Common stock for cash at $1.50 per share (December 2005)        5,000  $         7,500
Common stock for cash at $1.50 per share (December 2005)        3,600  $         5,400
Common stock for services at $1.15 per share (January 2006)       600  $           690
Common stock for services at $1.15 per share (January 2006)    25,000  $        28,750
Common stock for cash at $1.10 per share (January 2006)        25,000  $        27,500
Common stock for cash at $1.10 per share (January 2006)         3,000  $         3,300
Common stock for cash at $1.10 per share (January 2006)         2,000  $         2,200
Common stock for cash at $.80 per share (March 2006)            5,000  $         4,000
Common stock for services at $.80 per share (April 2006)        2,688  $         2,150
Common stock for cash at $.80 per share (April 2006)           12,312  $         9,850
Common stock for cash at $.80 per share (April 2006)            9,250  $         7,400
Common stock for cash at $.80 per share (April 2006)           10,000  $         8,000
</TABLE>

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

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

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

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

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

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

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

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


                                       14
<PAGE>
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 earning in order to help finance the growing operations.

As of April 30, 2006 there were approximately 285 shareholders of Common Stock.
As of April 30, 2006, there were 3,459,326 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.


                                       15
<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 2006 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of the Company.

The Company has not had revenues from operations since its inception, but 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 $300,000. The Company has
dedicated approximately $200,000 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 believes that it will have sufficient funds to fund its operations
for a minimum of 12 months following April 30, 2006. The Company expects to
generate sales in fiscal 2007 and expects to be able to fund its operations for
an additional 12 months. 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, 2006 and the period May
27, 1999 (date of inception) to April 30, 2006. The losses are related mostly to
the professional fees and development of a prototype, including engineering
work. Other costs include development of site locations for future projects, as
well as administrative expenses.

The Company has eight years of operating results, with no 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


                                       16
<PAGE>
Company's overall market share having little or no impact on a market this size.

The wind industry is favorably impacted by new legislation and regulations
toward a cleaner air environment. This trend toward wind generated electricity
continues to grow, particularly in view of the non-polluting nature of wind
generation and its endless renewable source. However, there remains some
uncertainty on whether or not the federal or state governments will continue
with favorable environmental legislation despite popular support toward
renewable energy.

The electric power industry is undergoing a period of deregulation and
restructuring that is similar to the telecommunication deregulation of the
1980's. It is impossible to predict whether this change will have a favorable or
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. Included in the Prototype development cost is an
estimated $5,000 zoning related cost and $10,000 in land preparation
expenditures.

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.


                                       17
<PAGE>
In addition, Mass Megawatts has created valuable financial analysis materials to
allow our potential customer base to identify effective financing methods. This
will facilitate the sale of MAT units going forward. As of April 30, 2006, there
have been no sales of the MAT units.

During the year ended April 30, 2005, the Company completed the construction of
a new 20kW MAT prototype in Blandford Massachusetts. The final approval process
for interconnection with the local utility should occur sometime during the
second quarter of fiscal year ended April 30, 2007. (See pictures on website
www.massmegawatts.com.). This project has incorporated information and
improvements gleaned from nearly three years of experience with a fully
functional operational Charlton 5 kW prototype. The information gathered during
the construction of this prototype will prepare the Company for the planning and
development of an infrastructure for the manufacturing of units. The new model
houses extensive testing equipment to further the study and development for
commercial operation and sales.

EMPLOYEES

As of April 30, 2006, the Company had no employees. Jonathan Ricker is an
executive officer, and is not considered an employee. The Company does hire
consultants and other employees, as necessary throughout the year. During the
year ended April 30, 2006, there were no employees hired by the Company. Mass
Megawatts has retained other members of the management team as consultants. Mass
Megawatts believes that there will be no significant changes in the number of
employees. The Company does not have a collective bargaining agreement and Mass
Megawatts does not have an employment contract with Mr. Ricker.

STRATEGY AND MARKETING

The Company plans to approach the simplest method of initial market penetration
and then sell directly to the power exchanges. The Company plans to try to avoid
difficulties of evaluating wind resources, obtaining sites, financing, and
locating potential purchasers of power plants by redeveloping abandoned or
obsolete wind farms. Our strategy places turbines in high wind areas where the
purchase contracts from utilities for wind energy are already available. We have
identified large users of electric power in high wind locations. Also, we had
initial meetings with the local planning boards of the communities with the
proposed sites and decision makers who purchase the electricity. We also plan to
have strategic alliances with developers of proposed sites and construction
companies as Mass Megawatts grows rapidly.

Also, a groundswell across the nation for Green Power/renewable energy has
prompted state and federal legislatures to offer tremendous tax credits and
incentives. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. is
preparing a MAT sales presentation during the fiscal year ended April 30, 2006,
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-


                                       18
<PAGE>
refundable deposit on each block of electricity reserved for future purchases.
Such brokers include All Energy, Green Mountain Resources, and Energy Vision.
Another marketing resource for the Company's product is Electricity Choice,
which helps negotiate consumer electric sales. The Company plans to aggressively
promote its products to brokers, focusing on cost savings and environmental
benefits. It plans to also solicit bids from power brokers, most of whom are
registered in the states in which they do business. Compensation to brokers is
straightforward and is typically calculated as a percentage of power sales.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company reviews its estimates, including but
not limited to, recoverability of long-lived assets, recoverability of prepaid
expenses and deposits on a regular basis and makes adjustments based on
historical experiences and existing and expected future conditions. These
evaluations are performed and adjustments are made as information is available.
Management believes that these estimates are reasonable; however, actual results
could differ from these estimates.

We believe that the following critical policies affect our more significant
judgments and estimates used in preparation of our financial statements.

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.

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

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ('FASB") issued SFAS
No. 123R, "Share-Based Payment" ("SFAS No. 123R"), which requires, among other
things, that all share-based payments to employees, including grants of stock
options, be measured at their grant-date fair value and expensed in the
financial statements. The accounting provisions of SFAS No. 123R are effective
at the beginning of the fiscal year that begins after December 15, 2005;
therefore, the Company is required to adopt SFAS No. 123R in the first quarter
of the fiscal year ended 2007. The pro forma disclosures previously permitted
under SFAS No. 123 will no longer be an alternative to financial statement
recognition. Management does not believe that the adoption of SFAS No. 123R will
have a material effect on the financial condition, results of operations or cash
flows of the Company.



                                       19
<PAGE>
ITEM  7.     FINANCIAL STATEMENTS

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

                              Financial Statements

                    Years Ended April 30, 2006 and 2005 and
            Period May 27, 1997 (Date of Inception) to April 30, 2006

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

Financial Statements:
<S>                                                                        <C>
Report of Independent Registered Public Accounting Firm. . . . . . . . . .  21
  Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
  Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . .  23
  Statements of Changes in Stockholders' Deficit . . . . . . . . . . . . .  24
  Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .  26
  Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .  27
</TABLE>


                                       20
<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 sheet of Mass Megawatts Wind Power,
Inc. (A Development Stage Company), as of April 30, 2006 and the related
statements of operations, changes in stockholders' deficit and cash flows for
the years ended April 30, 2006 and 2005 and the period from May 27, 1997
(Inception) through April 30, 2006. These financial statements are the
responsibility of Company's 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 the Company as of April 30,
2006 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 the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company 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 5, 2006


                                       21
<PAGE>
<TABLE>
<CAPTION>
                         Mass Megawatts Wind Power, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                              As of April 30, 2006


ASSETS
<S>                                                         <C>
Current assets:
  Cash                                                      $    16,512
  Prepaid expenses                                                3,575
                                                            ------------
Total current assets                                             20,087
                                                            ------------

Fixed assets, net of accumulated depreciation of $19,200          9,594
                                                            ------------

Total assets                                                $    29,681
                                                            ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable and accrued liabilities                  $   105,998
  Customer deposit                                               20,000
  Due to stockholder                                             80,117
                                                            ------------
Total current liabilities                                       206,115
                                                            ------------


Commitments


Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    3,459,326 shares issued and outstanding                   3,107,323
  Deficit accumulated during the development stage           (3,283,757)
                                                            ------------
Total stockholders' deficit                                    (176,434)
                                                            ------------
Total liabilities and stockholders' deficit                 $    29,681
                                                            ============
</TABLE>


     See accompanying summary of accounting policies and notes to financial
                                   statements.


                                       22
<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,
                                            2006          2005           2006
                                        -------------  -----------  --------------
<S>                                     <C>            <C>          <C>
Operating Costs and Expenses:
  General and administrative            $    291,119   $  684,054   $   3,238,057
  Depreciation                                 3,237        4,156          19,200
                                        -------------  -----------  --------------
    Total operating costs and expenses       294,356      688,210       3,257,257
                                        -------------  -----------  --------------
Other expense (income):
  Interest expense                            22,241        8,081          30,322
  Interest income                                (32)         (86)         (3,822)
                                        -------------  -----------  --------------
    Total other expense                       22,209        7,995          26,500
                                        -------------  -----------  --------------
Net loss                                $   (316,565)  $ (696,205)  $  (3,283,757)
                                        =============  ===========  ==============

Net loss per share                      $      (0.10)  $    (0.24)
                                        =============  ===========
Weighted average number of
  common shares                            3,193,752    2,902,594
                                        =============  ===========
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                       23
<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, 2006



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

Shares issued for materials
  and services                    362,040       791,745             -        791,745
Shares issued for cash            718,872     1,422,202             -      1,422,202
Shares issued for to pay off
  accounts payable              1,811,384        40,741             -         40,741
Shares issued to purchase
  fixed assets                      7,600        17,100             -         17,100
Net loss                                -             -    (2,270,987)    (2,270,987)
                              -----------  ------------  -------------  -------------
Balances, April 30, 2004        2,899,896     2,271,788    (2,270,987)           801

Shares issued for cash            213,650       320,406             -        320,406
Shares issued for services        108,150       230,403             -        230,403
Imputed interest                        -         6,194             -          6,194
Net loss                                -             -      (696,205)      (696,205)
                              -----------  ------------  -------------  -------------
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)
                              ===========  ============  =============  =============
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                       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,
                                                        2006          2005           2006
                                                    -------------  -----------  --------------
<S>                                                 <C>            <C>          <C>
OPERATING ACTIVITIES
  Net loss                                          $   (316,565)  $ (696,205)  $  (3,283,757)

  Adjustments to reconcile net loss to net
  cash used by operating activities:
    Shares issued for services                            97,307      230,403       1,119,455
    Depreciation                                           3,237        4,156          19,200
    Interest imputed on stockholder advances              13,567        6,194          19,761
  Change in:
    Prepaid expenses                                       2,709          630          (3,575)
    Accounts payable and accrued liabilities              72,368       18,880         146,739
    Customer deposit                                      20,000            -          20,000
                                                    -------------  -----------  --------------
  Net cash used in operating activities                 (107,377)    (435,942)     (1,962,177)
                                                    -------------  -----------  --------------

INVESTING ACTIVITIES
  Purchase of fixed assets                                (4,334)           -         (11,694)
                                                    -------------  -----------  --------------
FINANCING ACTIVITIES
  Proceeds from issuance of common stock                 167,658      320,405       1,910,266
  Net advances from (repayments to)
    stockholder                                          (42,762)     100,360          80,117
                                                    -------------  -----------  --------------
  Net cash provided by financing activities              124,896      420,765       1,990,383
                                                    -------------  -----------  --------------
NET INCREASE (DECREASE) IN CASH                           13,185      (15,177)         16,512

CASH AT BEGINNING OF PERIOD                                3,327       18,504               -
                                                    -------------  -----------  --------------
CASH AT END OF PERIOD                               $     16,512   $    3,327   $      16,512
                                                    =============  ===========  ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                                       $      8,886   $    1,886   $      10,772
Income tax paid                                                -            -               -

NON-CASH TRANSACTIONS:
Common stock issued for accounts payable            $          -   $        -   $      40,741
Common stock issued to purchase fixed assets                   -            -          17,100
</TABLE>


                See accompanying summary of accounting policies
                       and notes to financial statements.


                                       25
<PAGE>
                         Mass Megawatts Wind Power, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


NOTE  1  -  NATURE OF OPERATIONS AND 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.

Reclassifications
-----------------
Certain amounts in the fiscal 2005 and the cumulative financial statements have
been reclassified to conform to the fiscal 2006 financial statement
presentation.

Basic and Diluted Net Loss per Share
------------------------------------
Basic and diluted net loss per share calculations are presented in accordance
with Financial Accounting Standards Statement 128, and are calculated on the
basis of the weighted average number of common shares outstanding during the
year. They include the dilutive effect of common stock equivalents in years with
net income. 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.


                                       26
<PAGE>
Income Taxes
------------
Income tax expense is based on reported earnings before income taxes. Deferred
income taxes reflect the impact of temporary differences between assets and
liabilities recognized for financial reporting purposes and such amounts
recognized for tax purposes, and are measured by applying enacted tax rates in
effect in years in which the 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.

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, 2006 and 2005 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 $3,283,757 at April 30, 2006
and negative cash flows from operations of $107,377 for the year ended April 30,
2006. In addition, at April 30, 2006, Mass Megawatts had negative working
capital of approximately $186,028. 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.


                                       27
<PAGE>
NOTE  3  -  RELATED PARTY TRANSACTIONS

Due to stockholder balance of $80,117 at April 30, 2006, 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, 2006.

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.

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  -  COMMON STOCK

From inception (May 27, 1997) through April 30, 2004:

- Mass Megawatts issued 362,040 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 $791,745.

- Mass Megawatts sold 718,872 shares of common stock for cash of $1,422,202.

- 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, 2005:

- Mass Megawatts sold 213,650 shares of common stock for cash of $320,406.

- Mass Megawatts issued 108,150 shares of common stock to consultants for their
services. These shares were recorded at fair value of $230,403.

During the year ended April 30, 2006:


                                       28
<PAGE>
- Mass Megawatts sold 176,346 shares of common stock for cash of $167,658.

- Mass Megawatts issued 61,844 shares of common stock to consultants for their
services. These shares were recorded at fair value of $97,307.


NOTE  5  -  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 2006, 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 $2,042,000 at April
30, 2006, and will expire in the years 2017 through 2026.

At April 30, 2006, deferred tax assets consisted of the following:

<TABLE>
<CAPTION>
<S>                                    <C>
          Deferred tax assets
            Net operating losses       $ 694,000
            Less: valuation allowance   (694,000)
                                       ----------
          Net deferred tax asset       $       -
                                       ==========
</TABLE>

NOTE  6  -  CUSTOMER DEPOSITS

During first quarter of fiscal 2006, Mass Megawatts received $20,000 from a
third party as a deposit related to a purchase agreement on sale of 25 kilowatts
patented MAT wind power plant in the Berkshires of Western Massachusetts for
$50,000. Construction was re-scheduled to begin later on fiscal 2007.


NOTE  7  -  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, 2006 and 2005 and the
period May 27, 1997 (date of inception) to April 30, 2006 were $7,753, $11,360,
and $73,095, respectively.


                                       29
<PAGE>
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 procedures.
-------------------------------------------------

Under  the  supervision  and with the participation of our Management, including
our  principal  executive  officer and principal financial officer, which is the
same  person,  we conducted an evaluation of the effectiveness of the design and
operations  of  our  disclosure  controls  and  procedures,  as defined in Rules
13a-15(e)  and  15d-15(e) under the Securities Exchange Act of 1934, as of April
30,  2006.  Based  on  this  evaluation,  our  principal  executive  officer and
principal  accounting  officer  concluded that our financial disclosure controls
and procedures were not effective so as to timely identify, correct and disclose
information  required  to  be included in our Securities and Exchange Commission
("SEC")  reports  due  to  the  Company's limited internal resources and lack of
ability  to  have  multiple  levels  of  transaction  review. Through the use of
external  consultants  and  the  audit  process,  management  believes  that the
financial  statements  and  other  information presented herewith are materially
correct.

There  have  been  no  changes  in the Company's internal control over financial
reporting during the year ended April 30, 2006 that have materially affected, or
are reasonably likely to materially affect, the Company's internal controls over
financial reporting.

Certification by each Director and executive officer has been executed.


                                       30
<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 11 Maple Avenue Shrewsbury, MA 01545 Age: 45
     Term as officer: 1997 - current;
     Term expiration: Term is continuous until an action by the majority
     shareholders.

     For the past 23 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)

<TABLE>
<CAPTION>
<S>                  <C>                <C>
      1978  -  1982  Bentley College    Bachelor of Science, General Business
                     Waltham, MA        Associates Degree, Science of Accounting

      1974  -  1978  Worcester Academy  Liberal Arts Worcester, MA
</TABLE>

     Chief Operating Officer

     Thomas D. McBride Deerfield Circle Shrewsbury, MA01545 Age: 46
     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 26 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: 48
     Project Finance Manager


                                       31
<PAGE>
     Mr. Cook has over 25 years of experience in the project finance in the
energy industry including 15 years with wind energy. Since 2003, he consulted
and advised 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: 39
     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: 44
     Director of Corporate Services

     Mr. Dill has over 25 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.


                                       32
<PAGE>
F. Adrian Price, Age: 61
     Principal mechanical engineer

     Adrian has 18 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 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 PostalCode01545 Age: 38 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. addressStreet35 Westwood Road Shrewsbury, MA
PostalCode01545 Age: 48 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 the Company's independent auditors, and
reviews and evaluates the Company's 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.


                                       33
<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>
                             2006   2005    2004
<S>                        <C>    <C>    <C>
     JONATHAN RICKER       $ -0-  $ -0-  $44,500
</TABLE>


                                       34
<PAGE>
ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information as of April 30, 2006 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 3,459,326 shares issued and outstanding as of April 30, 2006.

<TABLE>
<CAPTION>
Name and Address                  Amount and nature of   Percent of Class
Of Beneficial Owner                 Beneficial Owner
<S>                               <C>                   <C>

Jonathan Ricker
95 Prescott Street
Worchester, MA 01605                         1,709,836                53%

Allison Gray
95 Prescott Street
Worchester, MA 01605                               200                 *

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

Common Stock
  All officers and directors as              1,710,259                53%
  a group (3 persons)
</TABLE>

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


                                       35
<PAGE>
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 several made advances to the Company, during fiscal
year ended April 30, 2006, to assist with its financial obligations. These
advances, in the amount of $80,117 at April 30, 2006, are non-interest bearing,
unsecured and due on demand.

     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 eight
applications 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, 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.


                                       36
<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, 2006:

On August 5,2005, reporting the changes in the Registrant's certifying
accountant
On August 10,2005, reporting an amendment to the changes in the Registrant's
certifying accountant
On September 19,2005, reporting a press release on the results of operations and
financial condition for the fiscal year ended April 30,2005
On September 21,2005, reporting a press release on the results of operations and
financial condition for the fiscal quarter ended July 31,2005
On September 22,2005, reporting the return to full compliance with NASD Rule
6530 in a Regulation FD Disclosure
On October 25,2005, reporting a Regulation FD Disclosure on a recent press
release
On October 26,2005, reporting an amendment to a Regulation FD Disclosure filed
on October 25,2005
On October 26,2005, reporting the company's return to the Over the Counter
Bulletin Board
On October 26,2005, reporting an amendment to the Regulation FD Disclosure
relating to the return to the Over the Counter Bulletin Board
On October 30 filing an amendment to the Regulation FD Disclosure relating to
the return to the Over the Counter Bulletin Board
On November 7, 2005, reporting the unregistered sale of securities
On December 14,2005, reporting the unregistered sale of securities
On December 14,2005 reporting a press release on the results of operations and
financial condition for the three months ended October 31,2005
On December 22,2005, reporting the second quarter financial results
On February 7,2006, reporting the unregistered sale of securities
On March 17,2006, reporting a press release related to the results of operations
and financial condition



     B)   Exhibits -

31            Certification of the Chief Financial Officer Dated July 12, 2006

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


                                       37
<PAGE>
ITEM  14.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Audit Fees
----------
During fiscal 2006, we were billed by our auditors, Malone & Bailey, PC,
approximately $15,000 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.


                                       38
<PAGE>
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:

                                       MASS MEGAWATTS WIND POWER, INC.


Dated:    7/12/06                      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:    7/12/06                      By:  /s/  Jonathan  Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer

Dated:    7/12/06                      By:  /s/  Allison  Gray
        --------------                     ---------------------------------
                                           Allison Gray
                                           Director


Dated:    7/12/06                      By:  /s/  Jodi A. Vizzo
        --------------                     ---------------------------------
                                           Jodi A. Vizzo
                                           Director