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 July 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  2,165,672  shares  of  the  Registrant's  no par value common stock
outstanding  as  of  July 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  Months  Ended  July  31, 2002 and 2001 (Unaudited) and the
Period May 27, 1997 (Date of Inception) to July 31, 2002 (Unaudited)




                                    CONTENTS


Financial  Statements:

  Condensed Balance Sheet as of July 31, 2002 (Unaudited) . . . . . . . .
  Condensed Statements of Operations for the Three Months Ended
    July 31, 2002 and 2001 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to July 31, 2002 (Unaudited). . . . . . . . . . .
  Condensed Statements of Changes in Stockholders' Deficit for the Period
    May 27, 1997 (Date of Inception) to July 31, 2002 (Unaudited) . . . .
  Condensed Statements of Cash Flows for the Three Months Ended July 31,
    2002 and 2001 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception) to July 31, 2002 (Unaudited) . . . . . . . . . . . . . . .
  Notes to Condensed Financial Statements . . . . . . . . . . . . . . . .


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

                            Condensed Balance Sheet

                            July 31, 2002 (Unaudited)


ASSETS
Current assets:
  Cash                                                      $     1,255
  Deposits                                                        1,500
                                                            ------------
Total current assets                                              2,755


Equipment, net of accumulated depreciation                       11,402
                                                            ------------


                                                            $    14,157
                                                            ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable, trade                                   $    22,155
  Accrued expenses                                                  460
  Due to shareholders                                            48,000
                                                            ------------
Total current liabilities                                        70,615

Stockholders' deficit:
  Common stock; no par value; 2,200,000 shares authorized;
    2,165,672 shares issued and outstanding                   1,127,044
  Deficit accumulated during development stage               (1,183,502)
                                                            ------------
Total stockholders' deficit                                     (56,458)
                                                            ------------


                                                            $    14,157
                                                            ============

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     1997 (Date of
                                July 31,          Inception) to
                         -----------------------     July 31,
                            2002         2001         2002
                         -----------  -----------  ------------
<S>                      <C>          <C>          <C>
Revenues:
  Other income           $       14   $      663   $     3,268
                         -----------  -----------  ------------
Expenses:
  Operating costs and
    Expenses                125,731      157,368     1,181,072
  Depreciation                  855          855         5,698
                         -----------  -----------  ------------
                            126,586      158,223     1,186,770
                         -----------  -----------  ------------

Net loss                 $ (126,572)  $ (157,560)  $(1,183,502)
                         ===========  ===========  ============
Net loss per share       $     (.06)  $     (.08)  $      (.63)
                         ===========  ===========  ============

Weighted average number
  of common shares        2,165,172    1,989,286     1,876,239
                         ===========  ===========  ============
</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' Deficit

  For the Period May 27, 1997 (Date of Inception) to July 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)*             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
  product testing 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' Deficit

  For the Period May 27, 1997 (Date of Inception) to July 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
  marketing 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' Deficit

  For the Period May 27, 1997 (Date of Inception) to July 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
  test 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 record & secretarial
  services (July 2001)*                 3,145      7,076                7,076

Issuance of common stock for
  services at $3.12 per share
  for material for wind
  tunnel (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' Deficit

  For the Period May 27, 1997 (Date of Inception) to July 31, 2002 (Unaudited)


                                                        Deficit
                                                      Accumulated
                                   Common Stock         During
                                -------------------   Development
                                 Shares      Amount      Stage         Total
                                ---------  ----------  ------------  ----------
<S>                             <C>        <C>         <C>           <C>
Issuance of common stock for
  Power Point 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 and
  electrical material at $4.00
  per share (February 2002)        25,486     101,944                  101,944

Issuance of common stock for
  structural design and parts
  acquisition services 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
  Engineering related 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
  services at $4.00 per share
  (July 2002)                         100         400                      400

Net loss for the period                                   (126,572)   (126,572)
                                ---------  ----------  ------------  ----------

Balance, July 31, 2002          2,165,672  $1,127,044  $(1,183,502)  $ (56,458)
                                =========  ==========  ============  ==========
<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,
                                              Three Months Ended    1997 (Date of
                                                    July 31,        Inception) to
                                             ----------------------    July 31,
                                                2002        2001         2002
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(126,572)  $(157,560)  $(1,183,502)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses     37,370      40,857       285,551
      Depreciation                                 855         855         5,698
       Increase in deposits                                               (1,500)
      (Decrease) increase in:
        Accounts payable                        (6,491)    (21,114)       22,155
        Accrued expenses                           460                       460
                                             ----------  ----------  ------------
  Total adjustments                             32,194      20,598       312,364
                                             ----------  ----------  ------------
  Net cash used by operating activities        (94,378)   (136,962)     (871,138)
                                             ----------  ----------  ------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                   148,199       824,393
  Due to shareholders                           48,000                    48,000
                                             ----------  ----------  ------------
  Net cash provided by
     Financing activities                       48,000     148,199       872,393
                                             ----------  ----------  ------------

NET INCREASE (DECREASE) IN CASH                (46,378)     11,237         1,255

CASH AT BEGINNING OF PERIOD                     47,633      40,387
                                             ----------  ----------  ------------

CASH AT END OF PERIOD                        $   1,255   $  51,624   $     1,255
                                             ==========  ==========  ============

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


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  $(1,184,000)  at  July  31,  2002  and  negative  cash flows from
operations  of approximately $(94,400) for the three-month period ended July 31,
2002. In addition, at July 31, 2002, the Company had negative working capital of
approximately  $68,000  and  its  total  liabilities  exceed its total assets by
approximately  $56,000.  These  losses  and  deficit  are  due  to  the  Company
continuing  to  spend  money  for  the  development  of  the product that is not
currently  ready  for  resale.  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. 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.

3.   DUE  TO  SHAREHOLDER

The  due  to  shareholder account is made up of small advances from the majority
shareholder to assist the Company with its financial obligations. These advances
are  non-interest  bearing,  unsecured  and  due  on  demand.


                                                                               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  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
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
$450,000. The Company anticipates that approximately $270,000 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, an approximately $50,000 will be used
for  retrofits  and  approximately  $110,000  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  twelve months following July 31, 2002. Although no assurance can be
given, the Company expects to raise $450,000 from the private placement offering
and,  with  those  funds,  expects  to  be  able  to  fund its operations for an
additional  twelve  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  professional  fees  and  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.

Mass  Megawatt's  market  share  and any changes in the underlying economics 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  will be constructing a 50 kW rated Multiaxis Turbosystem
for  third  party  verification  of  the  technology.  We have tentatively chose
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 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  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.

The  next  priority  is  our  marketing  program.  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 establishments of strategic
alliances  with  companies  involved  with  green marketing programs. During the
third  party verification process, Mass Megawatts, will 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 will 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  will 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 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.OB and can be found on the Over The
Counter Bulletin Board, more commonly described as OTC-BB: MMGW.OB. 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>
EMPLOYEES

As  of July 31, 2002, the Company had no employees. 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
<PAGE>
PART  II  -  OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

During  the  three-month  period  ended  July  31,  2002,  there  were  no legal
proceedings  against  the  Company.


ITEM  2.     CHANGES  IN  SECURITIES

During  the three-month period ended July 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 three months ended July 31, 2002, the Company issued the following
shares  of  stock:

     Common stock for services at $5.00 per share (May 2002)           7,394
     Common stock for services at $4.00 per share (July 2002)            100

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-month  period  ended  July  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-month  period ended July 31, 2002, the Company did not submit
any  matters  to  a  vote  of  its  security  holders.


                                                                              13
<PAGE>
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:    4/24/03                      By:  /s/ Jonathan Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chairman and Chief Executive Officer



Dated:    4/24/03                      By:  /s/ Allison Gray
        --------------                     ---------------------------------
                                           Allison Gray
                                           Director



Dated:    4/24/03                      By:  /s/ Jodi A. Vizzo
        --------------                     ---------------------------------
                                           Jodi A. Vizzo
                                           Director


<PAGE>
           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


I, Jonathon Ricker, the Chairman and Chief Executive Officer of Mass Megawatts
Wind Power, Inc. (the "Company"), certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of the Company;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to me by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report my conclusions about the
          effectiveness of the disclosure controls and procedures based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the Company's
     auditors and the Company's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


<PAGE>