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

                                   FORM 10-QSB/A

             [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
                 For the quarterly period ended January 31, 2002

             [   ]  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  2,075,210  shares  of  the  Registrant's  no par value common stock
outstanding  as  of  January  31,  2002.

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

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

    Three and Nine Months Ended January 31, 2002 and 2001 (Unaudited) and the
     Period May 27, 1997 (Date of Inception) to January 31, 2002 (Unaudited)





                                    CONTENTS


Financial  Statements:

  Condensed Balance Sheet as of January 31, 2002 (Unaudited) . . . . . . . .   1
  Condensed Statements of Operations for the Three and Nine Months Ended
    January 31, 2002 and 2001 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to January 31, 2002 (Unaudited). . . . . . . . . . .   2
  Condensed Statements of Changes in Stockholders' Equity for the Period
    May 27, 1997 (Date of Inception) to January 31, 2002 (Unaudited) . . . . 3-6
  Condensed Statements of Cash Flows for the Nine Months Ended January 31,
    2002 and 2001 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception) to January 31, 2002 (Unaudited) . . . . . . . . . . . . . . . . 7
  Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . 8


<PAGE>
<TABLE>
<CAPTION>

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

                             Condensed Balance Sheet

                          January 31, 2002 (Unaudited)


<S>                                                         <C>
ASSETS
Current assets:
  Cash                                                      $  47,096

Equipment, net of accumulated depreciation                     13,112
                                                            ----------


                                                            $  60,208
                                                            ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                                   $  25,628
                                                            ----------

Stockholders' equity:
  Common stock; no par value; 2,200,000 shares authorized;
    2,075,210 shares issued and outstanding                   757,651
  Deficit accumulated during development stage               (723,071)
                                                            ----------
Total stockholders' equity                                     34,580
                                                            ----------


                                                            $  60,208
                                                            ==========
</TABLE>

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


                                                                               1
<PAGE>
<TABLE>
<CAPTION>

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

                     Condensed Statements of Operations (Unaudited)


                                                                               May  27,
                            Three Months Ended          Nine Months Ended   1997 (Date of
                                January 31,               January  31,      Inception) to
                         ------------------------  ------------------------  January 31,
                             2002         2001         2002         2001         2002
                         -----------  -----------  -----------  -----------  -----------
<S>                      <C>          <C>          <C>          <C>          <C>
Revenues:
  Other income           $      159   $      148   $    1,074   $      383   $    3,099
                         -----------  -----------  -----------  -----------  -----------

Expenses:
  Operating costs and
    expenses                198,664       72,091      460,738      155,332      722,182
  Depreciation                  855          244        2,565          244        3,988
                         -----------  -----------  -----------  -----------  -----------
                            199,519       72,335      463,303      155,576      726,170
                         -----------  -----------  -----------  -----------  -----------


Net loss                 $ (199,360)  $  (72,187)  $ (462,229)  $ (155,193)  $ (723,071)
                         ===========  ===========  ===========  ===========  ===========


Net loss per share       $     (.09)  $     (.04)  $     (.23)  $     (.08)  $     (.39)
                         ===========  ===========  ===========  ===========  ===========


Weighted average number
  of common shares        2,043,698    1,870,428    1,997,648    1,860,124    1,848,599
                         ===========  ===========  ===========  ===========  ===========

</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 January 31, 2002 (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)*             9,300    20,925               20,925

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

Issuance of common stock for
  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
  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 January 31, 2002 (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
  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
  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
  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)*             14,176     31,896                31,896

Issuance of common stock for
  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 January 31, 2002 (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
  services (May 2001)*                 15,014     33,781               33,781

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
  services (July 2001)*                 3,145      7,076                7,076

Issuance of common stock for
  cash at $3.12 per share (August
  2001)                                 6,212     19,381               19,381

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

Net loss for the period                                    (262,869) (262,869)
                                    ----------  ---------  ---------  -------

Balance, October 31, 2001           2,034,540    554,301   (523,711)   30,590

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 January 31, 2002 (Unaudited)


                                                       Deficit
                                                     Accumulated
                                   Common Stock        During
                                -------------------  Development
                                 Shares     Amount     Stage       Total
                                ---------  --------  ----------  ----------
<S>                             <C>        <C>       <C>         <C>
Issuance of common stock for
  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

Net loss for the period                               (199,360)   (199,360)
                                ---------  --------  ----------  ----------

Balance, January 31, 2002       2,075,210  $757,651  $(723,071)  $  34,580
                                =========  ========  ==========  ==========
<FN>

*Common  stock  issued  at  $2.25  per  share.
</TABLE>

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,
                                               Nine Months Ended   1997 (Date of
                                                   January 31,     Inception) to
                                             ----------------------  January 31,
                                                2002        2001        2002
                                             ----------  ----------  ----------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(462,229)  $(155,193)  $(723,071)
                                             ----------  ----------  ----------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses    104,195      11,906     125,557
      Depreciation                               2,565         244       3,988
      (Decrease) increase in:
        Accounts payable                        (7,852)      3,711      25,628
        Accrued expenses                                      (456)
                                             ----------  ----------  ----------
  Total adjustments                             98,908      15,405     155,173
                                             ----------  ----------  ----------
  Net cash used by operating activities       (363,321)   (139,788)   (567,898)
                                             ----------  ----------  ----------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock       370,030      81,680     614,994
                                             ----------  ----------  ----------

NET INCREASE (DECREASE) IN CASH                  6,709     (58,108)     47,096

CASH AT BEGINNING OF PERIOD                     40,387      83,381
                                             ----------  ----------  ----------

CASH AT END OF PERIOD                        $  47,096   $  25,273   $  47,096
                                             ==========  ==========  ==========

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.
</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 Nine Months Ended January 31, 2002 and 2001 (Unaudited) and the
     Period May 27, 1997 (Date of Inception) to January 31, 2002 (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 nine-month periods ended January 31, 2002 and 2001
and  the  period  May  27, 1997 (date of inception) to January 31, 2002, (b) the
financial  position  at  January 31, 2002, and (c) cash flows for the nine-month
periods  ended  January  31,  2002 and 2001 and the period May 27, 1997 (date of
inception)  to  January  31,  2002,  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, 2001.  The results of operations for
the  three-  and  nine-month  periods ended January 31, 2002 are not necessarily
indicative  of  those  to  be  expected  for  the  entire  year.

Certain  minor  reclassifications have been made in the 2001 condensed financial
statements  to  conform  to  the  classifications  used  in  2002.


2.     GOING  CONCERN

The  accompanying  condensed  financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities.  As
the Company has no revenues from operations, operating losses have been incurred
each  period  since  inception,  resulting  in  an  accumulated  deficit  of
approximately  $(723,000)  and  negative  cash  flows  from  operations  of
approximately  $(363,000)  for  the  nine-month  period  ended January 31, 2002.
Currently,  management  is  soliciting additional equity investors to fund these
losses  until  such time as revenues can be generated from operations.  However,
these conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern.  The condensed financial statements of the Company do not
include  any  adjustments  relating  to the recoverability and classification of
recorded  asset  amounts  or  the amounts and classification of liabilities that
might  be necessary should the Company be unable to continue as a going concern.


                                                                               8
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  2.    MANAGEMENT'S  DISCUSSION  &  ANALYSIS  OF
            FINANCIAL  CONDITION  AND  RESULTS  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 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 2002 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
anticipates  raising  funds in the near future.  Specifically, the Company plans
to  file  a  private placement memorandum under the Securities Act of 1933 under
Regulation  D,  Rule  506,  selling  shares  of  its common stock to raise up to
$200,000.  The  Company  anticipates  that  approximately $120,000 of this money
will  be  used  to develop a full-scale power plant prototype to be utilized for
manufacturing.  The  Company also anticipates that approximately $20,000 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  three months following January 31, 2002.  Although no assurance can
be  given,  the  Company  expects  to  raise $200,000 from the private placement
offering and, with those funds, expects to be able to fund its operations for an
additional  three  months.  Without  the  additional  equity investors, there is
substantial  doubt  about  the Company's ability to continue as a going concern.


                                                                               9
<PAGE>
The  Company  shows  a  loss  in  the  most recent fiscal quarter.  The loss was
related  mostly  to  the 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 only two years of operating results and much uncertainty exists
about  the Company's future as a result of the lack of historical operating data
for  several years.  The lack of long-term experience in new product development
could  have  an  adverse  impact  on  the  Company.

However, as far as the Company's market share is concerned, there is expected to
be  little  significant  negative impact on the Company's operating results from
any  changes  in  the  underlying  economics  of the industry within the next 12
months;  the  market  for  electricity  is  large  enough, whereas the Company's
overall  market  share  objective  has  little  or  no impact on the much larger
electricity  market.

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 will continue to be constructing power plant prototypes in
the near future. New parts from earlier versions may be needed and there is cash
reserved  for  potential  contingencies.

The  next  priority  is  our marketing program.  The first effort will be toward
developing  strategic  alliances  with other wind power developers who have done
the  initial  steps  of  zoning,  financing,  and  other  requirements  toward
developing  successful  wind energy projects.  The developers would benefit from
the  Company's  new  and  more  cost  effective  product.

As  our  next  priority, working capital and administrative support will be used
for  contingencies  on  an  "as  needed"  basis.

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.


                                                                              10
<PAGE>
The  Company is planning to build a full size MAT (Multiaxis Turbosystem), which
has  dimensions  as  follows:  130'  x  80'  x 40', consisting of 512 three-feet
diameter  blades that are mounted vertically on shafts that power the generators
located at the bottom of the turbine.  The lattice structure of the MAT provides
for a definite advantage in its stiffness to weight ratio and reduces the weight
by  a  very  substantial  50  percent.

The  theory behind using numerous smaller blades rather than three large blades,
as  is  found  in  current  wind  turbines,  is  best explained by the following
analysis.  As  the output increases with the square of the length, the weight of
the  blade  using  the  same  material and design increases with the cube of the
length.  In  other  words,  a rotor ten times the diameter will weigh a thousand
times  as much and only capture a hundred times as much wind.  In short, a rotor
that  is  ten times larger, as found in current turbines, is capturing one-tenth
the  amount  of  energy  in  the  wind  when  compared  to  its  mass.

The  final  design  of the MAT was the result of over ten long years of diligent
research,  evaluation, and analysis of current wind turbines.  The focus of this
research  specifically  addressed  the  problems with vertical axis turbines.  A
wind tunnel was constructed in Worcester, Massachusetts, which can bring airflow
to  a  desired  velocity  to  test  and  analyze  the  blades for structural and
mechanical  properties,  as  well  as  power  curve  measurements.

One  MAT  in  a class V wind zone, an annual wind average of 15 mph, can produce
one  million  kilowatt hours of electricity in one year.  In other words, enough
energy  to  supply 150 homes with energy for one year.  In a class VI wind zone,
such  as  some mountain passes in Southern California where wind farms have been
existing for over 20 years, one MAT can supply enough power for 200 to 300 homes
annually.

EMPLOYEES

As  of  January  31,  2002,  the  Company  had three employees, two of which are
employed  on  a  part-time basis.  The Company has retained all other members of
the management team as consultants.  The Company believes its employee relations
to  be  good and no significant changes in the number of employees are expected.


STRATEGY  AND  MARKETING

The  Company plans to approach the simplest method of initial market penetration
and  then  sell directly to the California Power Exchange.  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.


                                                                              11
<PAGE>
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  will  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  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  will  aggressively  promote  its products to
brokers,  focusing  on  cost  savings  and environmental benefits.  It will 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  a  percentage  of  power  sales.


                                                                              12
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PART  II  -  OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

During  the  three- and nine-month periods ended January 31, 2002, there were no
legal  proceedings  against  the  Company.


ITEM  2.     CHANGES  IN  SECURITIES

During  the  three-  and nine-month periods ended January 31, 2002, 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 nine months ended January 31, 2002, the Company issued the following
shares  of  stock:

     Common stock for cash at $2.25 per share (May 2001)              54,903
     Common stock for services at $2.25 per share (May 2001)          15,014
     Common stock for cash at $2.25 per share (June 2001)              9,963
     Common stock for cash at $2.25 per share (July 2001)              1,000
     Common stock for services at $2.25 per share (July 2001)          3,145
     Common stock for cash at $3.12 per share (August 2001)            6,212
     Common stock for services at $3.12 per share (September 2001)    20,000
     Common stock for cash at $5.00 per share (November 2001)          1,800
     Common stock for services at $5.00 per share (December 2001)        180
     Common stock for cash at $5.00 per share (December 2001)         38,690

The  stock was valued at its fair market value.  These shares are not registered
under  the  Securities  Act of 1933 and have been offered under an exemption for
offerings  not  involving  a  public  offering.


ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

During the three- and nine-month periods ended January 31, 2002, the Company was
not  in  default  on  any  of  its  indebtedness.


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

During the three- and nine-month periods ended January 31, 2002, the Company did
not  submit  any  matters  to  a  vote  of  its  security  holders.


                                                                              13
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ITEM  5.     OTHER  MATTERS

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.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits  -  None

(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:  March 11, 2002                By:  /s/ Jonathan Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chairman and Chief Executive Officer


Dated:  March 11, 2002                By:  /s/ Allison Gray
        --------------                     ---------------------------------
                                           Allison Gray
                                           Director




Dated:  March 11, 2002                By:  /s/ Jodi A. Vizzo
        --------------                     ---------------------------------
                                           Jodi A. Vizzo
                                           Director


                                                                              15
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