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

                                  FORM 10-QSB/A
                                AMENDMENT NO. 2

           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                For the quarterly period ended October 31, 2003

           [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
           For the transition period from        ,20  ,  to        ,20  .
                                         --------   --     --------   --

                        Commission File Number  000-32465
                                                ---------

                        MASS MEGAWATTS WIND POWER, INC.
                        -------------------------------
               (Exact Name of Registrant as Specified in Charter)


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

                      11 MAPLE AVENUE, SHREWSBURY, MA 01545
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (508) 942-3531
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

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

                           X  YES           NO
                          ---           ---

There  were  2,772,926  shares  of  the  Registrant's  no par value common stock
outstanding  as  of  October  31,  2003.

Transitional  Small  Business  Format  (check  one)   Yes       NO  X
                                                          ---      ---


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


                                    CONTENTS



Part  I - Financial Information
-------------------------------

     Item  1.     Financial  Statements

     Item  2.     Management's Discussion & Analysis of Financial
                  Condition  and  Results of Operations

     Item  3.     Controls  and  Procedures


Part  II - Other Information
----------------------------

     Item  1.     Legal  Proceedings

     Item  2.     Changes  in  Securities

     Item  3.     Defaults  On  Senior  Securities

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

     Item  5.     Other  Matters

     Item  6.     Exhibits  and  Reports  on  Form  8-K

Signatures
----------


<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


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

                              Financial Statements

         Six Months Ended October 31, 2003 and 2002 (Unaudited) and the
    Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)




                                    CONTENTS


Financial  Statements:

  Condensed  Balance  Sheet  as  of  October  31,  2003  (Unaudited). . . . . .
  Condensed Statements of Operations for the Three and Six Months Ended
    October 31, 2003 and 2002 (Unaudited) and for the Period May 27, 1997
    (Date  of  Inception)  to  October  31,  2003  (Unaudited). . . . . . . . .
  Condensed Statements of Changes in Stockholders' Equity for the Period
    May  27,  1997  (Date  of  Inception)  to  October  31,  2003  (Unaudited).
  Condensed Statements of Cash Flows for the Six Months Ended October 31,
    2003 and 2002 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)  to  October 31, 2003  (Unaudited) . . . . . . . . . . . . . .
  Notes  to  Condensed  Financial  Statements . . . . . . . . . . . . . . . . .


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

                            Condensed Balance Sheet

                          October 31, 2003 (Unaudited)


ASSETS
<S>                                                         <C>
Current assets:
  Cash                                                      $   161,906
  Prepaid Expenses                                                  222
                                                            ------------
Total current assets                                            162,128


Equipment, net of accumulated depreciation                        7,126
                                                            ------------


                                                            $   169,254
                                                            ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
  Accounts  payable,  trade                                 $     4,120
                                                            ------------
Total  current  liabilities                                       4,120

Stockholders'  equity:
  Common stock; no par value; 5,000,000 shares authorized;
    2,772,926  shares  issued and outstanding                 1,955,023
  Deficit  accumulated during development stage              (1,789,889)
                                                            ------------
Total  stockholders'  equity                                    165,134
                                                            ------------


                                                            $   169,254
                                                            ============

The accompanying notes are an integral part of the condensed financial
statements.
</TABLE>


                                                                               1
<PAGE>
<TABLE>
<CAPTION>
                              Mass Megawatts Wind Power, Inc.
                              (A Development Stage Enterprise)

                        Condensed Statements of Operations (Unaudited)


                                                                             May 27, 1997
                           Three Months Ended          Six Months Ended   (Date of Inception)
                               October 31,                October 31,        to October 31
                         ------------------------  ------------------------  ------------
                            2003         2002         2003         2002          2003
                         -----------  -----------  -----------  -----------  ------------
<S>                      <C>          <C>          <C>          <C>          <C>
Revenues:
  Other income           $      109   $        2   $      133   $       16   $     3,409
                         -----------  -----------  -----------  -----------  ------------
Expenses:
  Operating costs and
    Expenses                183,179       72,026      410,869      197,758     1,783,324
  Depreciation                  855          855        1,710        1,710         9,974
                         -----------  -----------  -----------  -----------  ------------
                            184,034       72,881      412,579      199,468     1,793,298
                         -----------  -----------  -----------  -----------  ------------

Net loss                 $ (183,925)  $ ( 72,879)  $ (412,446)  $ (199,452)  $(1,789,889)
                         ===========  ===========  ===========  ===========  ============
Net loss per share       $     (.07)  $     (.03)  $     (.17)  $     (.09)  $      (.91)
                         ===========  ===========  ===========  ===========  ============

Weighted average number
  of common shares        2,559,392    2,175,542    2,451,945    2,170,329     1,958,628
                         ===========  ===========  ===========  ===========  ============
</TABLE>
The accompanying notes are an integral part of the condensed financial
statements.


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)


                                                      Deficit
                                                    Accumulated
                                   Common  Stock       During
                               --------------------  Development
                                 Shares     Amount     Stage     Total
                               ----------  --------  ---------  --------
<S>                            <C>         <C>       <C>        <C>
Balance, May 27, 1997          $       0   $     0   $      0   $     0

Issuance of common stock in
  settlement of a payable
  (June 1997)                  1,800,000     3,744                3,744

Net loss for the period                                (1,584)   (1,584)
                               ----------  --------  ---------  --------

Balance, April 30, 1998        1,800,000     3,744     (1,584)    2,160

Net loss for the year                                  (1,905)   (1,905)
                               ----------  --------  ---------  --------

Balance, April 30, 1999        1,800,000     3,744     (3,489)      255

Issuance of common stock for
  cash (April 2000)*              40,200    90,450               90,450

Net loss for the year                                  (8,142)   (8,142)
                               ----------  --------  ---------  --------

Balance, April 30, 2000        1,840,200    94,194    (11,631)   82,563

Issuance of common stock for
  cash (October 2000)*             1,300     2,925                2,925

Issuance of common stock for
  cash (November 2000)*           12,700    28,575               28,575

Issuance of common stock for
  product testing services
  (November 2000)*                 3,843     8,647                8,647

Issuance of common stock for
  cash (December 2000)*           13,228    29,763               29,763

Issuance of common stock for
  marketing services
  (December 2000)*                   310       698                  698
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)


                                                      Deficit
                                                    Accumulated
                                  Common  Stock        During
                              ---------------------  Development
                                Shares     Amount      Stage      Total
                              ----------  ---------  ---------  ---------
<S>                           <C>         <C>        <C>        <C>
Issuance of common stock for
  a vehicle (December 2000)*      6,500     14,625                14,625

Issuance of common stock for
  cash (January 2001)*            1,074      2,417                 2,417

Issuance of common stock for
  assistant to engineer
  services (January 2001)*        1,138      2,561                 2,561

Issuance of common stock for
  cash (February 2001)*           9,045     20,350                20,350

Issuance of common stock for
  wind tunnel construction
  services (February 2001)*         400        900                   900

Issuance of common stock for
  cash (March 2001)*              9,150     20,588                20,588

Issuance of common stock for
  Marketing services (March 2001)*   91        205                   205

Issuance of common stock for
  a computer (March 2001)*        1,100      2,475                 2,475

Issuance of common stock for
  cash (April 2001)*             22,176     49,896                49,896

Issuance of common stock for
  prototype detailing
  services (April 2001)*          2,048      4,607                 4,607

Net loss for the year                                (249,211)  (249,211)
                              ----------  ---------  ---------  ---------

Balance, April 30, 2001       1,924,303    283,426   (260,842)    22,584
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.


                                                                               4
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)


                                                            Deficit
                                                           Accumulated
                                         Common Stock        During
                                    ---------------------  Development
                                      Shares     Amount      Stage     Total
                                    ----------  ---------  ---------  -------
<S>                                 <C>         <C>        <C>        <C>
Issuance of common stock for
  cash (May 2001)*                     54,903    123,532              123,532

Issuance of common stock for
  testing data acquisition
  services (May 2001)*                 15,014     33,782               33,782

Issuance of common stock for
  cash (June 2001)*                     9,963     22,417               22,417

Issuance of common stock for
  cash (July 2001)*                     1,000      2,250                2,250

Issuance of common stock for
  test recordkeeping & secretarial
  services (July 2001)*                 3,145      7,076                7,076

Issuance of common stock for
  service & materials for wind tunnel
  services at $3.12 per share
  (August 2001)                         6,212     19,381               19,381

Issuance of common stock for
  cash at $3.12 per share
  (September 2001)                     20,000     62,438               62,438

Issuance of common stock for
  cash at $5.00 per share
  (November 2001)                       1,800      9,000                9,000
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.


                                                                               5
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)


                                                        Deficit
                                                      Accumulated
                                   Common  Stock         During
                                -------------------   Development
                                 Shares      Amount       Stage         Total
                                ---------  ----------  ------------  ----------
<S>                             <C>        <C>         <C>           <C>
Issuance of common stock for
  Power point production services
  at $5.00 per share (December 2001)  180         900                      900

Issuance of common stock for
  cash at $5.00 per share
  (December 2001)                  38,690     193,450                  193,450

Issuance of common stock for
  engineering services & electrical
  materials at $4.00 per share
  (February 2002)                  25,486     101,944                  101,944

Issuance of common stock for
  structural design & materials
  at $4.00 per share
  (March 2002)                      5,234      20,936                   20,936

Issuance of common stock for
  cash at $4.00 per share
  (March 2002)                     26,933     107,731                  107,731

Issuance of common stock for
  Marketing services at $4.00 per share
  (April 2002)                     10,700      42,800                   42,800

Issuance of common stock for
  cash at $4.00 per share
  (April 2002)                     14,615      58,611                   58,611

Net loss for the year                                     (796,088)   (796,088)
                                ---------  ----------  ------------  ----------

Balance, April 30, 2002         2,158,178   1,089,674   (1,056,930)     32,744

Issuance of common stock for
  engineering related
  services at $5.00 per share
  (May 2002)                        7,394      36,970                    36,970

Issuance of common stock for
  marketing related
  services at $4.00 per share
  (July 2002)                         100         400                       400

Issuance of common stock for
  data acquisition
  services at $3.25 per share
  (August 2002)                     1,830       5,948                     5,948

Issuance of common stock for
  cash at $3.25 per share
  (August 2002)                     2,310       7,508                     7,508

Issuance of common stock for
  office and clerical
  services at $3.25 per share
  (September 2002)                    400       1,300                     1,300

Issuance of common stock for
  cash at $3.25 per share
  (September 2002)                  1,235       4,014                     4,014

Issuance of common stock in
  satisfaction of a payable
  at $3.25 per share
  (September 2002)                 11,384      36,997                    36,997

Issuance of common stock for
  project site preparation
  services at $3.00 per share
  (November 2002)                   2,400       7,200                     7,200

Issuance of common stock for
  cash at $3.00 per share
  (December 2002)                    3,025      9,075                     9,075

Issuance of common stock for
  cash at $3.00 per share
  (January 2003)                     5,520     16,560                    16,560

Issuance of common stock for
  project and site development
  services at $3.00 per share
  (January 2003)                     2,330      6,990                     6,990

Issuance of common stock for
  product parts acquisition
  services at $1.50 per share
  (February 2003)                    5,750      8,625                     8,625

Issuance of common stock for
  public relation at potential
  development sites
  services at $1.25 per share
  (February 2003)                   13,650     17,062                    17,062

Issuance of common stock for
  clerical services at $0.75
  per share (February 2003)          1,600      1,200                     1,200

Issuance of common stock for
  office work at $.80 per share
  (March 2003)                       8,350      6,680                     6,680

Issuance of common stock for
  prototype maintenance
  at $.80 per share
  (April 2003)                       1,335      1,068                     1,068

Net loss for the year                                      (320,513)   (320,513)
                                 ---------  ----------  ------------  ----------
Balance, April 30, 2003          2,226,791  $1,257,271  $(1,377,443)  $(120,172)

Issuance of common stock for
  prototype development
  services at $.80 per share
  (May 2003)                        64,000     51,200                    51,200

Issuance of common stock for
  prototype development
  services at $.80 per share
  (June 2003)                       42,000     33,600                    33,600

Issuance of common stock for
  prototype development
  services at $1.20 per share
  (June 2003)                       15,000     18,000                    18,000

Issuance of common stock for
  prototype development
  services at $1.50 per share
  (July 2003)                       28,000     42,000                    42,000

Issuance of common stock for
  cash at $1.00 per share
  (July 2003)                      168,000    168,000                   168,000

Issuance of common stock for
  site development services
  at $3.00 per share
  (October 2003)                    27,500     82,500                    82,500

Issuance of common stock for
  cash at $1.50 per share
  (October 2003)                   201,635    302,452                   302,452


Net loss for the period                                    (412,446)   (412,446)
                                 ---------  ----------  ------------  ----------
Balance, October 31, 2003        2,772,926  $1,955,023  $(1,789,889)  $  165,134
                                 =========  ==========  ============  ==========
</TABLE>

* Common stock issued at $2.25 per share, which is the fair value on the date of
issuance.


The accompanying notes are an integral part of the condensed financial
statements.


                                                                               6
<PAGE>
<TABLE>
<CAPTION>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

                 Condensed Statements of Cash Flows (Unaudited)


                                                                        May 27,
                                               Six Months Ended      1997 (Date of
                                                  October 31,        Inception) to
                                             ----------------------  October 31,
                                                2003        2002         2003
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(412,446)  $(199,452)  $(1,789,889)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses    227,300      44,618       568,924
      Depreciation                               1,710       1,710         9,974
       Increase in deposits and prepaid expenses  (222)       (700)         (222)
      (Decrease) increase in:
        Accounts payable                       (40,665)     (5,661)       41,117
        Accrued expenses                                       460
                                             ----------  ----------  ------------
  Total adjustments                            188,123      40,427       619,793
                                             ----------  ----------  ------------
  Net cash used by operating activities       (224,323)   (159,025)   (1,170,096)
                                             ----------  ----------  ------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock       470,451      11,522     1,332,002
  Due to shareholder                           (88,855)    101,278
                                             ----------  ----------  ------------
  Net cash provided by
     Financing activities                      381,596     112,800     1,332,002
                                             ----------  ----------  ------------

NET INCREASE(DECREASE) IN CASH                 157,273     (46,225)      161,906

CASH AT BEGINNING OF PERIOD                      4,633      47,633
                                             ----------  ----------  ------------

CASH AT END OF PERIOD                        $ 161,906   $   1,408   $   161,906
                                             ==========  ==========  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     During the year ended April 30, 2001, the Company exchanged 7,600 shares of
     common stock valued at $17,100 for a vehicle and a computer.

     During the year ended April 30, 2003, the Company exchanged 11,384
     shares of common stock valued at $36,997 in payment of amounts due to
     shareholders.
</TABLE>

The accompanying notes are an integral part of the condensed financial
statements.


                                                                               7
<PAGE>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

                    Notes to Condensed Financial Statements

     Three and Six Months Ended October 31, 2003 and 2002 (Unaudited) and the
     Period May 27, 1997 (Date of Inception) to October 31, 2003 (Unaudited)


1.   CONDENSED  FINANCIAL  STATEMENTS

     In the opinion of management, all adjustments consisting only of normal
     recurring adjustments necessary for a fair statement of (a) the results of
     operations for the three and six month periods ended October 31, 2003 and
     2002 and the period May 27, 1997 (date of inception) to October 31, 2003,
     (b) the financial position at October 31, 2003, and (c) cash flows for the
     six month periods ended October 31, 2003 and 2002 and the period May 27,
     1997 (date of inception) to October 31, 2003, have been made.

     The unaudited condensed financial statements and notes are presented as
     permitted by Form 10-QSB. Accordingly, certain information and note
     disclosures normally included in condensed financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States of America have been omitted. The accompanying condensed financial
     statements and notes should be read in conjunction with the audited
     financial statements and notes of the Company for the fiscal year ended
     April 30, 2003. The results of operations for the three and six month
     periods ended October 31, 2003 are not necessarily indicative of those to
     be expected for the entire year.


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 approximately
     $1,789,900 at October 31, 2003 and negative cash flows from operations of
     approximately $224,300 for the six month period ended October 31, 2003.
     These conditions are due to the Company continuing to spend money for the
     development of the product that is not currently ready for sale and raises
     substantial doubt about the Company's ability to continue as a going
     concern. Currently, management is soliciting additional equity investors
     through private placement offerings and is obtaining funding from the
     Company's Chief Executive Officer to fund these losses; however, no
     assurance can be given as to the success of these efforts.

     The financial statements of the Company 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
     the Company is unable to continue as a going concern.

3.   STOCK COMPENSATION EXPENSE

     Common stock issued to non-employees in payment for services rendered is
     valued at the fair value of the services/products received or the fair
     value of the common stock being issued as of the date of issuance. During
     the three and six months ended October 31, 2003, the Company issued $82,500
     and $227,300 worth of stock for services rendered, respectively. These
     shares were valued at the fair value of the underlying stock.

4.   RELATED PARTY TRANSACTIONS

     The company settled the due to stockholder account with proceeds from the
     issuance of common stock. This account was made up of advances from the
     majority stockholder to assist the Company with its financial obligations.
     These advances were non-interest bearing, unsecured and due on demand.


                                                                               8
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  2.    MANAGEMENT'S  DISCUSSION  &  ANALYSIS  AND  PLAN  OF  OPERATION

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in
addition to important factors described elsewhere, the following important
facts, among others, sometimes have affected, and in the future could affect,
the Company's actual results, and could cause the Company's actual results
during 2003 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of the Company.

The Company has not had revenues from operations since its inception, but raised
funds recently. 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 also anticipates that approximately $40,000 will be used toward the
test and data analysis and approximately $60,000 will be used for
administration, working capital, marketing, and advertising.

The Company believes that it has sufficient funds to fund its operations for a
minimum of 12 months following October 31, 2003. Although no assurance can be
given, the Company expects to raise more funds with future private placement
offerings and, with those funds, expects to be able to fund its operations for
an additional 12 months. Without the additional equity investors, there is
substantial doubt about the Company's ability to continue as a going concern.

The Company shows a loss for the six months ended October 31, 2003 and the
period May 27, 1999 (date of inception) to October 31, 2003. 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.


                                                                              9
<PAGE>
The Company has only six years of operating results, with no revenue from
operations, and much uncertainty exists about the Company's future as a result
of the lack of operating revenuer several years. The lack of long-term
experience in new product development could have an adverse impact on the
Company.

On November 12, 2001, the Company was cleared by the NASD to begin public
trading. 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. Also, recent
news articles on the Company, and the latest developments of its first
prototype, can be found on the front page of the business section of the
November 6, 2001 Telegram and Gazette, and on the front page of the November 1,
2001 Daily Southbridge News.

Mass Megawatt's market share and any changes in the underlying economics of the
industry are expected to have a minimal effect on the Company's operating
results within the next 12 months. This is due to the large market for
electricity and the Company's overall market share having little or no impact on
a market this size.

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

The electric power industry is undergoing a period of deregulation and
restructuring that is similar to the telecommunication deregulation of the
1980's. It is impossible to predict whether this change will have a favorable or
negative impact for the industry as a whole. However, restructuring can present
more advantages and opportunities for the Company's very competitive product in
competing vigorously in the new marketplace.


OPERATION  SUMMARY

The highest priority is expected to be constructing a 50 kW rated Multiaxis
Turbosystem for third party verification of the technology. We have tentatively
chosen Underwriter's Laboratories, which is a vender for the National Renewable
Energy Laboratories in Golden, Colorado. 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 is planned be
used for contingencies on an "as needed" basis.


                                                                              10
<PAGE>
EMPLOYEES

As of October 31, 2003, the Company had no full time employees. However,
Jonathan Ricker is a full-time executive officer and hires other consultants as
necessary. 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. 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 will try to avoid
difficulties of evaluating wind resources, obtaining siting, 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.


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 plans 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 provides a five percent non-refundable deposit on each block of
electricity reserved for future purchase. Such


                                                                              11
<PAGE>
brokers include All Energy, Green Mountain Resources, and Energy Vision.
Electricity choice, which helps negotiate consumer electric sales, is another
marketing resource for the Company's products. The Company plans aggressively
promote its products to brokers, focusing on cost savings and environmental
benefits. It  also plans to 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 a percentage of power sales.


Item  3.  Controls  and  Procedures

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
     as  of a October 31, 2003, the Registrant's principal executive officer and
     principal financial officer have concluded that the Registrant's disclosure
     controls and procedures (as defined in Rules 13a-15(e) under the Securities
     Exchange  Act  of  1934  (the "Exchange Act")) are effective to ensure that
     information  required  to  be  disclosed  by the Company in reports that it
     files  or submits under the Exchange Act is recorded, processed, summarized
     and  reported  within  the  time periods specified in Security and Exchange
     Commission  of  1934  rules  and  forms.

(b)  Changes in internal controls. There were no significant changes in the
     Registrant's internal controls or other factors that could significantly
     affect these controls subsequent to the data of their evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



                                                                              12
<PAGE>
PART  II  -  OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

Claim  for  Shares

In May 1999, the Company purportedly executed a document with an individual who
represented that he had valuable technology and patents relevant to the
Company's business that he would transfer to the Company, and represented that
he would assist the Company in financing activities. Under this document, the
Company would transfer shares of capital stock to the individual in exchange for
the patents and technology and his services in connection with the financing.
The Company subsequently determined that this individual's representation that
he had valuable patents and technology relevant to the Company's business was
fraudulent. The Company did not receive any material services from this
individual relating to its financing activities, and never received any
financing from sources introduced by this individual. The individual is now
claiming the right to 20 percent of the Company's outstanding shares under this
document. The Company does not believe that it has an obligation to issue any
shares to this individual. Counsel of the Company has reviewed the matter and
advised the Company that it is highly unlikely that this individual would
recover a material number of shares if he brought a lawsuit against the Company.
The Company is aware of an identical contemporaneous document giving a second
individual the right to ten percent of the Company's shares for the same
consideration. No claim has been made based on the second document. If a claim
were made, the Company's conclusions regarding the validity and likelihood of
success would be the same as they are with respect to the first claim.

There were no other legal proceedings against the Company during the three month
period ended October 31, 2003.


ITEM  2.     CHANGES  IN  SECURITIES

During the three month period ended October 31, 2003, 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 six months ended October 31, 2003, the Company issued the following
shares of stock:


<TABLE>
<CAPTION>
                                                              Shares    Amount
                                                              -------  --------
<S>                                                           <C>      <C>
Common stock for services at $0.80 per share (May 2003)        64,000  $ 51,200
Common stock for services at $0.80 per share (June 2003)       42,000  $ 33,600
Common stock for services at $1.20 per share (June 2003)       15,000  $ 18,000
Common stock for services at $1.50 per share (July 2003)       28,000  $ 42,000
Common stock for cash at $1.00 per share (July 2003)          168,000  $168,000
Common stock for services at $3.00 per share (October 2003)    27,500  $ 82,500
Common stock for cash at $1.50 per share (October 2003)       201,635  $302,452
</TABLE>


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

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

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

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

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

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

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

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

ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

During the six month period ended October 31, 2003, the Company was not in
default on any of its indebtedness.


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

During the six month period ended October 31, 2003, the Company did not submit
any matters to a vote of security holders.


                                                                              13
<PAGE>
ITEM  5.     OTHER  MATTERS

None.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits -

     31           CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
                  PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     32           CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18
                  U.S.C 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
                  SARBANES-OXLEY ACT OF 2002


(b)    Reports on Form 8-K - None

                                                                              14
<PAGE>
SIGNATURES
----------

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

                                      MASS MEGAWATTS WIND POWER, INC.


Dated:    12/11/03                      By:  /s/  Jonathan  Ricker
        --------------                     ---------------------------------
                                           Jonathan  Ricker
                                           Chairman and Chief Executive Officer



Dated:    12/11/03                      By:  /s/  Allison  Gray
        --------------                     ---------------------------------
                                           Allison  Gray
                                           Director



Dated:    12/11/03                      By:  /s/  Jodi  A.  Vizzo
        --------------                     ---------------------------------
                                           Jodi  A.  Vizzo
                                           Director


<PAGE>