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

                                  FORM 10-QSB

           [ X ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                    OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.
                For the quarterly period ended July 31, 2004

           [   ]  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 2,962,896 shares of the Registrant's no par value common stock
outstanding as of July 31, 2004.

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


                                        1
<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 and Plan of Operation

     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
----------


                                        2
<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, 2004 and 2003 (Unaudited) and the
      Period May 27, 1997 (Date of Inception) to July 31, 2004 (Unaudited)


                                    CONTENTS


Financial Statements:

  Condensed Balance Sheet as of July 31, 2004 (Unaudited)

  Condensed Statements of Operations for the Three Months Ended
    July 31, 2004 and 2003 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to July 31, 2004 (Unaudited)

  Condensed Statements of Changes in Stockholders' Deficit for the Period
    May 27, 1997 (Date of Inception) to July 31, 2004 (Unaudited)

  Condensed Statements of Cash Flows for the Three Months Ended July 31,
    2004 and 2003 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception) to July 31, 2004  (Unaudited)

  Notes to  Condensed Financial Statements


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

                            Condensed Balance Sheet

                          July 31, 2004 (Unaudited)


ASSETS
<S>                                                         <C>
Current assets:
  Prepaid expenses and deposits                             $     9,146
                                                            ------------
Total current assets                                              9,146


Equipment, net of accumulated depreciation                       11,614
                                                            ------------


                                                            $    20,760
                                                            ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current  liabilities:
  Bank overdraft                                            $     3,749
  Accounts payable, trade                                         3,346
  Due to stockholder                                             51,329
                                                            ------------
Total  current  liabilities                                      58,424

Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    2,962,896  shares  issued  and  outstanding               2,381,888
  Deficit  accumulated  during  development  stage           (2,419,552)
                                                            ------------
Total  stockholders' deficit                                    (37,664)
                                                            ------------


                                                            $    20,760
                                                            ============
<FN>
The accompanying notes are an integral part of the condensed financial
statements.
</TABLE>


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

                        Condensed Statements of Operations (Unaudited)


                                                         May 27, 1997
                             Three Months Ended       (Date of Inception)
                                 July 31,                  to July 31
                         ---------------------------  --------------------
                              2004          2003               2004
                         --------------  -----------  --------------------
<S>                      <C>             <C>                <C>
Revenues:
  Other income           $          36   $       24   $             3,740
                         --------------  -----------  --------------------

Expenses:
  Operating costs and
    Expenses                   147,562      227,690             2,410,446
  Depreciation                   1,039          855                12,846
                         --------------  -----------  --------------------
                               148,601      228,545             2,423,292
                         --------------  -----------  --------------------

Net loss                 $    (148,565)  $ (228,521)  $        (2,419,552)
                         ==============  ===========  ====================

Net loss per share       $        (.05)  $     (.10)  $             (1.18)
                         ==============  ===========  ====================

Weighted average number
  of common shares           2,931,385    2,342,307             2,055,864
                         ==============  ===========  ====================
<FN>

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


                                        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, 2004 (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
<FN>

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


                                        6
<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, 2004 (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
<FN>

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


                                        7
<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, 2004 (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
<FN>

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


                                        8
<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, 2004 (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
<FN>

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


                                        9
<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, 2004 (Unaudited)


                                                               Deficit
                                                             Accumulated
                                         Common  Stock         During
                                      -------------------    Development
                                       Shares      Amount       Stage         Total
                                      ---------  ----------  ------------  ----------
<S>                                   <C>        <C>         <C>           <C>

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
<FN>

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


                                       10
<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, 2004 (Unaudited)


                                                               Deficit
                                                             Accumulated
                                         Common  Stock         During
                                      -------------------    Development
                                       Shares      Amount       Stage         Total
                                      ---------  ----------  ------------  ----------
<S>                                   <C>        <C>         <C>           <C>

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

Issuance of common stock for
   site development services
   at $3.50 per share
   (November 2003)                       35,000     122,500                   122,500

Issuance of common stock for
   cash at $1.50 per share
   (December 2003)                       50,370      75,200                    75,200

Issuance of common stock for
   site development services
   at $3.50 per share
   (December 2003)                       21,500      72,250                    72,250

Issuance of common stock for
   site development services
   at $3.40 per share
   (December 2003)                        1,600       5,440                     5,440

Issuance of common stock for
   prototype development services
   at $2.75 per share
   (April 2004)                           8,500       23,375                  23,375

Issuance of common stock for
   cash at $1.50 per share
   (April 2004)                          10,000       15,000                  15,000

Net loss for the year                                           (893,544)   (893,544)
                                      ---------  ----------  ------------  ----------
Balance, April 30, 2004               2,899,896  2,271,788    (2,270,987)        801

Issuance of common stock for
   cash at $1.50 per share
   (May 2004)                            15,000      22,500                    22,500

Issuance of common stock for
   cash at $1.50 per share
   (June 2004)                           30,000      45,000                    45,000

Issuance of common stock for
   prototype development services
   at $2.70 per share
   (June 2004)                          13,000       35,100                    35,100

Issuance of common stock for
   cash at $1.50 per share
   (July 2004)                            5,000       7,500                     7,500

Net loss for the period                                        (148,565)     (148,565)
                                      ---------  ----------  ------------- -----------
Balance, July 31, 2004                2,962,896  $2,381,888  $ (2,419,552) $  (37,664)
                                      =========  ==========  ============= ===========
<FN>
* 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.
</TABLE>


                                       11
<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,
                                                    2004        2003         2004
                                                 ----------  ----------  ------------
<S>                                              <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                       $(148,565)  $(228,521)  $(2,419,552)
                                                 ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses         35,100     144,800       830,589
      Depreciation                                   1,039         855        12,846
      Increase in deposits and prepaid expenses     (2,233)       (370)       (9,146)
      (Decrease) increase in:
        Accounts payable                           (11,404)     40,151        40,342
                                                 ----------  ----------  ------------
  Total adjustments                                 22,502     185,436       874,631
                                                 ----------  ----------  ------------
  Net cash used by operating activities           (126,063)   ( 43,085)   (1,544,921)
                                                 ----------  ----------  ------------

INVESTING ACTIVITIES
  Purchase of equipment                                                       (7,360)
                                                 ----------  ----------  ------------
  Net cash used by investing activities                                       (7,360)
                                                 ----------  ----------  ------------

FINANCING ACTIVITIES
  Increase in bank overdraft                         3,749                     3,749
  Proceeds from issuance of common stock            75,000     168,000     1,497,203
  Advances from shareholder                         28,810     (32,624)       51,329
                                                 ----------  ----------  ------------
  Net cash provided by
     Financing activities                          107,559     135,376     1,552,281
                                                 ----------  ----------  ------------

NET (DECREASE)INCREASE IN CASH                     (18,504)     92,291

CASH AT BEGINNING OF PERIOD                         18,504       4,633
                                                 ----------  ----------  ------------

CASH AT END OF PERIOD                            $           $  96,924   $
                                                 ==========  ==========  ============
</TABLE>

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.

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


                                       12
<PAGE>
                        Mass  Megawatts  Wind  Power,  Inc.
                        (A  Development  Stage  Enterprise)

                    Notes  to  Condensed  Financial  Statements

    Three Months Ended July 31, 2004 and 2003 (Unaudited) and the
    Period  May  27,  1997  (Date  of Inception) to July 31, 2004 (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, 2004 and 2003 and the
     period May 27, 1997 (date of inception) to July 31, 2004, (b) the financial
     position  at  July 31, 2004, and (c) cash flows for the three month periods
     ended  July  31,  2004  and  2003  and  the  period  May  27, 1997 (date of
     inception)  to  July  31,  2004,  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, 2004. The results of operations for the three month period ended
     July  31,  2004  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
     $2,419,600  at  July  31,  2004  and negative cash flows from operations of
     approximately  $126,100  for  the  three  month period ended July 31, 2004.
     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 in the process of filing Form SB-2 with
     the  Securities  and Exchange Commission, 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  months ended July 31, 2004 and 2003, the Company issued $35,100
     and  $144,800  worth  of  stock  for services rendered, respectively. These
     shares  were  valued  at  the  fair  value  of  the  underlying  stock.

4.   RELATED PARTY TRANSACTIONS

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


                                       13
<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  2005  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  July  31, 2004. Although no assurance can be
given, the Company is in the process of filing Form SB-2 with the Securities and
Exchange Commission to assist in raising additional funds 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 three months ended July 31, 2004 and the period
May 27, 1999 (date of inception) to July 31, 2004. The losses are related mostly
to  the  professional fees and development of a prototype, including engineering
work.  Other costs include development of site locations for future projects, as
well  as  administrative  expenses.

The  Company  has  only  seven  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  revenues  for 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.

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.


                                       14
<PAGE>
OPERATION  SUMMARY

The  highest  priority  is  planned  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 plans to be
used  for  contingencies  on  an  "as  needed"  basis.

Over  the  6  months,  Mass  Megawatts  has  continued to refine the engineering
details  and  construction  processes  required for commercial production of the
Muti-Axis  turbosystem (MAT).  These advances are currently being applied in the
construction  of  a new 20kW MAT prototype in Blandford Massachusetts. Plans are
also  underway, in cooperation with Underwriters Laboratory, to construct a 50kW
MAT  in  Wyoming.  The  MAT  technology,  including  construction  processes and
operational  results,  will  be  evaluated  by  Underwriter's  Laboratory.  This
independent,  third  party  verification  is anticipated to accelerate worldwide
awareness  and acceptance of the MAT technology. In addition, Mass Megawatts has
created  valuable  financial  analysis materials to allow our potential customer
base  to identify effective financing methods.  This will facilitate the sale of
MAT units going forward. As of today, there have been no sales of the MAT units.

During  fiscal  year  ended  April  30,  2004,  with  approval  from the town of
Blandford  Massachusetts,  a  foundation  hole  was  dug  in preparation for the
construction  of  a  20kW  commercial  prototype MAT unit.  Construction of this
prototype  was  begun  during  the fourth quarter of fiscal year ended April 30,
2004  with the pouring of the foundation and subsequent construction to complete
the  MAT  unit  in  Blandford within the fiscal year ended April 30, 2005.  (See
pictures  on  website  www.massmegawatts.com.).  This  project  will incorporate
information  and  improvements  gleaned  from  nearly  three  years of the fully
functional  operation  of  the Charlton 5 kW prototype. The new model will house
extensive  testing equipment to further the study and development for commercial
operation  and  sales.

The  Company is also planning a Wyoming/Underwriter's Lab testing project, which
will  include the construction of a 50kW MAT unit in a high wind (class 6) site.
This  will  house  additional  testing  equipment  for  the  purpose  of  having
Underwriter's  Laboratory  (UL)  complete  third  party certification of the MAT
technology.

EMPLOYEES

As  of  July 31, 2004, the Company had no full time employees. However, Jonathan
Ricker  is  an  executive  officer and hires other consultants as necessary. The
Company  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.  None  of  the  Company's  employees  are  covered  by  a  collective
bargaining  agreement  and  Mass  Megawatts does not have an employment contract
with  Mr.  Ricker.

STRATEGY  AND  MARKETING

The  Company plans to approach the simplest method of initial market penetration
and then sell directly to the power exchanges. The Company plans to try to avoid
difficulties  of  evaluating  wind  resources,  obtaining 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.


                                       15
<PAGE>
We  have  identified large users of electric power in high wind locations. Also,
we  had  initial meetings with the local planning boards of the communities with
the  proposed  sites  and  decision makers who purchase the electricity. We also
plan  to  have  strategic  alliances  with  developers  of  proposed  sites  and
construction  companies  as  Mass  Megawatts  grows  rapidly.

Also,  a  groundswell  across  the  nation  for Green Power/renewable energy has
prompted  state  and  federal  legislatures  to offer tremendous tax credits and
incentives.  Capitalizing  on  this  trend,  Mass  Megawatts Wind Power, Inc. is
preparing  a MAT sales presentation during the fiscal year ended April 30, 2005,
for  high  tax  bracket  individuals and corporations. For those qualifying, the
financial  risk  of  purchasing  a  MAT unit is minimized by the tax advantages.
(Details  may  be found on our website under "New Developments -- Tax Package".)
Revenue  generated  from these initial sales will accelerate internal growth and
promote  additional  sales  opportunities.

DISTRIBUTION

Although  little  marketing  is  required  for  profitable  trades  on the power
exchanges, the Company will, at some time in the future, seek a higher price for
each kilowatt/hour sold. When the Company pursues this effort, sales and service
activities 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 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  to 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.

CRITICAL  ACCOUNTING  POLICIES

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

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

Property  and  equipment are recorded at cost. Depreciation is calculated by the
straight-line  method  over  the  estimated useful lives of the assets, which is
five  years.  Additions  to and major improvements of property and equipment are
capitalized.  Repair  and  maintenance  expenditures  are  charged to expense as
incurred.  As  property or equipment is sold or retired, the applicable cost and
accumulated  depreciation  are eliminated from the accounts and any gain or loss
is  recorded.

Fair  value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. The respective carrying value
of  certain  on-balance-sheet  financial  instruments  approximated  their  fair
values.  These  financial instruments include cash, accounts payable, and due to
stockholder.  Fair  values were assumed to approximate carrying values for these
financial  instruments  since  they  are short-term in nature and their carrying
amounts  approximate  fair  values  or  they  are  payable  on  demand.

Deferred  tax assets and liabilities are recognized for the estimated future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amounts of existing assets and liabilities and their respective income
tax  bases.  Deferred  tax assets and liabilities are measured using enacted tax
rates  expected to apply to taxable income in the years in which those temporary
differences  are expected to be recovered or settled. The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.

Advertising  costs  are  charged  to operations when the advertising first takes
place.

Research  and development costs, including expenses associated with the develop-
ment of the prototypes, are charged to operations when incurred and are included
in  operating  expenses.

The  Company  records  shares  of  common  stock  as outstanding at the time the
Company  becomes  contractually  obligated  to  issue  shares.


                                       16
<PAGE>
Item  3.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures. Based on their evaluation
     as  of  July  31,  2004  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.

PART  II  -  OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

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.

The  Company  currently has no other legal proceedings to which the Company is a
party  to  or  to  which  its  property  is  subject  to and, to the best of its
knowledge,  no  adverse  legal  activity  is  anticipated  or  threatened.

ITEM  2.     CHANGES  IN  SECURITIES

During  the three month period ended July 31, 2004, 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, 2004, the Company issued the following
shares  of  stock:

<TABLE>
<CAPTION>
                                                              Shares    Amount
                                                              -------  --------
<S>                                                           <C>      <C>
Common stock for cash at $1.50 per share (May 2004)           15,000  $ 22,500
Common stock for cash at $1.50 per share (June 2004)          30,000  $ 45,000
Common stock for services at $2.70 per share (June 2004)      13,000  $ 35,100
Common stock for cash at $1.50 per share (July 2004)           5,000  $  7,500
</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


                                       17
<PAGE>
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  three  month  period  ended  July  31, 2004, 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, 2004, the Company did not submit
any  matters  to  a  vote  of  security  holders.

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  -  The  Company  filed a Form 8-K on July 27,
2004.  The  Form 8-K discusses the results of operations and financial condition
of the Company for the year ended April 30, 2004.

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:    9/13/04                       By:  /s/  Jonathan  Ricker
        --------------                     -------------------------------------
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and Principal
                                           Accounting Officer



Dated:   9/13/04                       By:  /s/  Allison  Gray
        --------------                     -------------------------------------
                                           Allison  Gray
                                           Director



Dated:    9/13/04                       By:  /s/  Jodi  A.  Vizzo
        --------------                     -------------------------------------
                                           Jodi  A.  Vizzo
                                           Director


                                       18
<PAGE>