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

                                  FORM 10-QSB/A
                                 Amendment No.2
                                 --------------

           [ X ]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)
                    OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.
                For the quarterly period ended January 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 2,881,396 shares of the Registrant's no par value common stock
outstanding as of January 31, 2004.

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


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


                                    CONTENTS



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

     Item  1.     Financial  Statements

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

     Item  3.     Controls  and  Procedures


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

     Item  1.     Legal  Proceedings

     Item  2.     Changes  in  Securities

     Item  3.     Defaults  On  Senior  Securities

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

     Item  5.     Other  Matters

     Item  6.     Exhibits  and  Reports  on  Form  8-K

Signatures
----------


<PAGE>
PART  I - FINANCIAL INFORMATION

ITEM  1.    FINANCIAL STATEMENTS


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

                              Financial Statements

    Three and Nine Months Ended January 31, 2004 and 2003 (Unaudited) and the
    Period May 27, 1997 (Date of Inception) to January 31, 2004 (Unaudited)




                                    CONTENTS


Financial  Statements:

  Condensed  Balance  Sheet  as  of  January  31,  2004  (Unaudited). . . . . .
  Condensed Statements of Operations for the Three and Nine Months Ended
    January 31, 2004 and 2003 (Unaudited) and for the Period May 27, 1997
    (Date  of  Inception)  to January 31, 2004  (Unaudited) . . . . . . . . . .
  Condensed Statements of Changes in Stockholders' Equity for the Period
    May  27,  1997  (Date  of  Inception)  to January 31, 2004  (Unaudited) . .
  Condensed Statements of Cash Flows for the Nine Months Ended January 31,
    2004 and 2003 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)  to January 31, 2004  (Unaudited). . . . . . . . . . . . . . . .
  Notes  to  Condensed  Financial  Statements . . . . . . . . . . . . . . . . .


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

                            Condensed Balance Sheet

                          January 31, 2004 (Unaudited)


ASSETS
<S>                                                         <C>
Current assets:
  Cash                                                      $    64,000
  Prepaid Expenses and current other assets                       5,575
                                                            ------------
Total current assets                                             69,575


Equipment, net of accumulated depreciation                        6,271
                                                            ------------


                                                            $    75,846
                                                            ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current  liabilities:
  Accounts  payable,  trade                                 $    15,171
                                                            ------------
Total  current  liabilities                                      15,171

Stockholders'  equity:
  Common stock; no par value; 5,000,000 shares authorized;
    2,881,396  shares  issued  and  outstanding               2,233,413
  Deficit  accumulated  during  development  stage           (2,172,738)
                                                            ------------
Total  stockholders'  equity                                     60,675
                                                            ------------


                                                            $    75,846
                                                            ============
</TABLE>

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


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

                        Condensed Statements of Operations (Unaudited)


                                                                                    May 27, 1997
                             Three Months Ended          Nine Months Ended       (Date of Inception)
                                 January  31,               January 31,            to January 31
                         ---------------------------  ------------------------  --------------------
                              2004          2003         2004         2003              2004
                         --------------  -----------  -----------  -----------  --------------------
<S>                      <C>             <C>          <C>          <C>          <C>
Revenues:
  Other income           $         274   $        3   $      407   $       19   $             3,683
                         --------------  -----------  -----------  -----------  --------------------

Expenses:
  Operating costs and
    Expenses                   382,268       48,021      793,137      245,779             2,165,592
  Depreciation                     855          856        2,565        2,566                10,829
                         --------------  -----------  -----------  -----------  --------------------
                               383,123       48,877      795,702      248,345             2,276,421
                         --------------  -----------  -----------  -----------  --------------------

Net loss                 $    (382,849)  $ ( 48,874)  $ (795,295)  $ (248,326)  $        (2,172,738)
                         ==============  ===========  ===========  ===========  ====================

Net loss per share       $        (.13)  $     (.02)  $     (.31)  $     (.11)  $             (1.09)
                         ==============  ===========  ===========  ===========  ====================

Weighted average number
  of common shares           2,854,389    2,186,621    2,585,117    2,175,799             1,992,117
                         ==============  ===========  ===========  ===========  ====================
</TABLE>


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


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

             Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to January 31, 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
</TABLE>



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


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

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to January 31, 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
</TABLE>



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

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

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to January 31, 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
</TABLE>



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


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

            Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to January 31, 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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)                       23,100      80,690                    80,690


Net loss for the period                                         (795,295)   (795,295)
                                      ---------  ----------  ------------  ----------
Balance, January 31, 2004             2,881,396  $2,233,413  $(2,172,738)  $   60,675
                                      =========  ==========  ============  ==========
</TABLE>

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

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


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

                 Condensed Statements of Cash Flows (Unaudited)


                                                                           May  27,
                                                   Nine Months Ended    1997 (Date of
                                                    January 31,         Inception) to
                                                 ----------------------  January 31,
                                                    2004        2003         2004
                                                 ----------  ----------  ------------
<S>                                              <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                       $(795,295)  $(248,326)  $(2,172,738)
                                                 ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses        430,490      58,808       772,114
      Depreciation                                   2,565       2,566        10,829
      Increase in deposits and prepaid expenses     (5,575)     (2,729)       (5,575)
      (Decrease) increase in:
        Accounts payable                           (29,614)      4,250        52,168
        Accrued expenses                                         1,650
                                                 ----------  ----------  ------------
  Total adjustments                                397,866      64,545       829,536
                                                 ----------  ----------  ------------
  Net cash used by operating activities           (397,429)   (183,781)   (1,343,202)
                                                 ----------  ----------  ------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock           545,651      37,157     1,407,202
  Due to shareholder                               (88,855)    104,308
                                                 ----------  ----------  ------------
  Net cash provided by
     Financing activities                          456,796     141,465     1,407,202
                                                 ----------  ----------  ------------

NET INCREASE(DECREASE) IN CASH                      59,367     (42,316)       64,000

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

CASH AT END OF PERIOD                            $  64,000   $   5,317   $    64,000
                                                 ==========  ==========  ============
</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.


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

                    Notes  to  Condensed  Financial  Statements

    Three  and  Nine  Months Ended January 31, 2004 and 2003 (Unaudited) and the
    Period  May  27,  1997  (Date  of Inception) to January 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 and nine month periods ended January 31, 2004 and
     2003  and  the period May 27, 1997 (date of inception) to January 31, 2004,
     (b)  the financial position at January 31, 2004, and (c) cash flows for the
     nine  month  periods ended January 31, 2004 and 2003 and the period May 27,
     1997  (date  of  inception)  to  January  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,  2003.  The  results  of operations for the three and nine month
     periods  ended  January 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
     $2,172,700  at  January 31, 2004 and negative cash flows from operations of
     approximately  $397,400  for  the nine month period ended January 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  and  nine  months  ended  January  31, 2004, the Company issued
     $203,190  and  $430,490 worth of stock for services rendered, respectively.
     These  shares  were  valued  at  the  fair  value  of the underlying stock.

4.   RELATED PARTY TRANSACTIONS

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


                                                                               8
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

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

THIS  FILING  CONTAINS  FORWARD-LOOKING  STATEMENTS.  THE  WORDS  "ANTICIPATED,"
"BELIEVE,"  "EXPECT,"  "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "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  2004  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  January 31, 2004. Mass Megawatts completed a
Regulation  D  offering on December 15,2003. Although no assurance can be given,
the  Company  start  the  process  of  filing  Form SB-2 with the Securities and
Exchange  Commission  in  late  January  2004  which  was  over 30 days from the
completion  of  the  private  placement  in  December 2003 in order 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 nine months ended January 31, 2004 and the
period  May  27,  1999  (date  of inception) to January 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.


                                                                               9
<PAGE>
The  Company  has  only  six  years  of  operating results, with no revenue from
operations,  and  much uncertainty exists about the Company's future as a result
of  the  lack  of  operating  revenue  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. Also, recent
news  articles  on  the  Company,  and  the  latest  developments  of  its first
prototype,  can  be  found  on  the  front  page  of the business section of the
November  6, 2001 Telegram and Gazette, and on the front page of the November 1,
2001  Daily  Southbridge  News.

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

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

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


OPERATION SUMMARY

The  highest  priority  is  expected  to be constructing a 50 kW rated Multiaxis
Turbosystem  for third party verification of the technology. We have tentatively
chosen  Underwriter's Laboratories, which is a vender for the National Renewable
Energy  Laboratories  in  Golden,  Colorado.  The  purpose  is  to prove the new
product's  long  term  durability in order to be eligible for debt financing and
receive more favorable equity financing in the future. Included in the Prototype
development  cost is an estimated $5,000 zoning related cost and $10,000 in land
preparation  expenditures.

The  next  priority  is  our  marketing  program.  Upon  successful  third party
verification, Mass Megawatts can begin developing strategic alliances with other
wind  power  developers  who  have done the initial more expensive and sometimes
complicated  steps of zoning, financing and other requirements toward developing
much  larger  commercial wind energy projects. The developers would benefit from
Mass Megawatt's new product if it can be proven to be more cost effective in the
finance  community.  No  assurance  can  be  given  as  to  the development of a
successful  new  product. However, the third party verification should go a long
way  toward  removing  the  doubt.

Included  in  the  marketing  program  is the initial establishment of strategic
alliances  with  companies  involved  with  green marketing programs. During the
third  party  verification process, Mass Megawatts, plans to begin these efforts
with  "word  of  mouth"  techniques  at  business  organizations  and with power
brokers.  As  a  lower  priority  Mass Megawatts may be involved in very limited
efforts  to include direct advertising to green pricing customers either through
direct  mail  or  advertising  in  the  media  in conjunction with environmental
related  events.  On a limited budget, the Company plans to be able to determine
which  marketing  methods  are  most  effective  by  marketing in a very limited
geographical  area.

As  initial marketing efforts including "word of mouth" techniques have matured,
the  company  plans  to  advertise  in  local  publications  if cash flow allows
continued  marketing  efforts. Again as noted earlier, no assurance can be given
as  to  the  development  of  a  successful  marketing  program.  If successful,
television  and  radio  advertisement  could  be  utilized.

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


                                                                              10
<PAGE>
EMPLOYEES

As  of  January  31,  2004,  the  Company  had  no full time employees. However,
Jonathan  Ricker  is a full-time executive officer and hires part time employees
as  necessary.  The Company has retained other members of the management team as
consultants.   Mass  Megawatts believes that there will be no significant chanes
in  the  number  of employees.  None of the Company's employees are covered by a
collective  bargaining  agreement.  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. . We
have  identified  large users of electric power in high wind locations. Also, we
had  initial meetings with the local planning boards of the communities with the
proposed sites and decision makers who purchase the electricity. We also plan to
have  strategic  alliances  with  developers  of proposed sites and construction
companies  as  Mass  Megawatts  grows  rapidly.


DISTRIBUTION

Although  little  marketing  is  required  for  profitable  trades  on the power
exchanges, the Company will, at some time in the future, seek a higher price for
each kilowatt/hour sold. When the Company pursues this effort, sales and service
activities plans to be handled through strategic alliances with new and emerging
electric  power  brokers,  which  have formed as a result of deregulation in the
retail  sale  of  electricity.  Power  brokers  buy  blocks  of  electricity  in
megawatt/hour  units. For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year  and  provides  a  five  percent  non-refundable  deposit  on each block of
electricity reserved for future purchase. Such 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  Company  has  prepared  the  accompanying  unaudited  condensed  financial
statements  in  conformity  with accounting principles generally accepted in the
United  States  for  interim  financial  information.  The  preparation  of  the
financial  statements requires the use of judgment and estimates that affect the
reported  amounts of revenues, expenses, assets and liabilities. The Company has
adopted  accounting  policies  and  practices that are generally accepted in the
industry  in  which it operates. The Company believes the following are its most
critical  accounting  policies  that  affect  significant  areas  and  involve
management's  judgment  and  estimates.  If these estimates differ significantly
from  actual  results the impact to the consolidated financial statements may be
material.

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.

The  Company  has  adopted Statement of Financial Accounting Standards Board No.
144  (SFAS  No.  144),  "Accounting for the Impairment or Disposal of Long-Lived
Assets."  SFAS  No. 144 addresses the financial and reporting for the impairment
of  long-lived  assets, excluding goodwill and intangible assets, to be held and
used  or  disposed  of.  In accordance with SFAS No. 144, the carrying values of
long-lived assets are periodically reviewed by the Company and impairments would
be  recognized  if  future  operating  non-discounted cash flows derived from an
asset  were  less than its carrying value and if the carrying value is more than
the  fair  value  of  the  asset.

Net  loss  per  common  share  is  computed  by  dividing  net  loss  to  common
stockholders  by  the  weighted  average  number  of  shares  of  common  stock
outstanding  for  each  fiscal  year.

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 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.


                                                                              11
<PAGE>
Item  3.  Controls  and  Procedures

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
     as  January  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.

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


                                                                              12
<PAGE>
PART  II  -  OTHER  INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

Claim  for  Shares

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

There were no other legal proceedings against the Company during the three month
period  ended  January  31,  2004.

ITEM  2.     CHANGES IN SECURITIES

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

<TABLE>
<CAPTION>
                                                              Shares    Amount
                                                              -------  --------
<S>                                                           <C>      <C>
Common stock for services at $0.80 per share (May 2003)        64,000  $ 51,200
Common stock for services at $0.80 per share (June 2003)       42,000  $ 33,600
Common stock for services at $1.20 per share (June 2003)       15,000  $ 18,000
Common stock for services at $1.50 per share (July 2003)       28,000  $ 42,000
Common stock for cash at $1.00 per share (July 2003)          168,000  $168,000
Common stock for services at $3.00 per share (October 2003)    27,500  $ 82,500
Common stock for cash at $1.50 per share (October 2003)       201,635  $302,452
Common stock for services at $3.50 per share (November 2003)   35,000  $122,500
Common stock for cash at $1.50 per share (December 2003)       50,370  $ 75,200
Common stock for services at $3.50 per share (December 2003)   23,100  $ 80,690
</TABLE>


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

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

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

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

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

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

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

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

ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

During  the  nine  month  period  ended January 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 nine month period ended January 31, 2004, the Company did not submit
any  matters  to  a  vote  of  security  holders.


                                                                              13
<PAGE>
ITEM  5.     OTHER  MATTERS

None.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

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

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


(b)  Reports  on  Form  8-K  -  The  Company  filed  a  Form  8-K on January 29,
2004.  The  Form 8-K discusses the results of operations and financial condition
of the Company for the year ended April 30, 2003 and the quarters ended July 31,
2003  and  October  31,  2003.




                                                                              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:    3/15/04                       By:  /s/  Jonathan  Ricker
        --------------                     -------------------------------------
                                           Jonathan  Ricker
                                           Chairman and Chief Executive Officer



Dated:   3/15/04                       By:  /s/  Allison  Gray
        --------------                     -------------------------------------
                                           Allison  Gray
                                           Director



Dated:    3/15/04                       By:  /s/  Jodi  A.  Vizzo
        --------------                     -------------------------------------
                                           Jodi  A.  Vizzo
                                           Director


                                                                              15
<PAGE>