<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>MASS MEGAWATTS 8-K 8-15-2008
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE

                        SECURITIES EXCHANGE ACT OF 1934
        Date of Report (DATE OF EARLIEST EVENT REPORTED) August 15,2008

                        MASS MEGAWATTS WIND POWER, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                 MASSACHUSETTS
                  --------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

             000-32465                                04-3402789
          ---------------                        --------------------
    (COMMISSION FILE NUMBER NO.)           (IRS EMPLOYER IDENTIFICATION NO.)

                               95 Prescott Street
                              Worcester, MA 01605

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                  --------------------------------------------
              Registrant's telephone number, including area code:

                                 (508) 751-5432
                         ------------------------------

                                 NOT APPLICABLE
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>
Item 3.02.     Unregistered Sales of Equity Securities

Mass Megawatts Wind Power, Inc. recently raised $257,000 in Private placement of
restricted shares of common stock. 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. The company does not
use general solicitation or advertising to market the securities;

Part of the proceeds was to eliminate the debt in the company. The additional
funds will be the fuel for the future growth of Mass Megawatts. It will assure
the completion of their goals on a timely basis.

Another priority of the proceeds is to initiate substantial 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 for its power plants
and receive more favorable large scale equity financing for the projects in the
future. The next priority is our marketing program. While it is true that
minimal marketing efforts will be required, there will be some initial marketing
of the product to bring it to the attention of potential buyers. Upon successful
third party verification, Mass Megawatts can begin developing strategic
alliances with other wind power developers who have done the initial more
expensive and sometimes complicated steps of zoning, financing and other
requirements toward developing much larger commercial wind energy projects.

     The information in this Form 8-K and the attached exhibit shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that Section, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly incorporated by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

Index to and Description of Exhibits

Exhibit 99.1  Press release dated August 15,2008


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                 MASS MEGAWATTS WIND POWER, INC.
                                                         (Registrant)

        Dated: August 15,2008                      By: /s/ Jonathan C. Ricker
                                                    ----------------------------
                                                         Jonathan C. Ricker
                                                      Chief Executive Officer
                                                      Chief Financial Officer
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