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

                                  FORM 10-QSB/A
                               AMENDMENT NUMBER 1


             [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934.
                      For the quarterly period ended July 31, 2001

             [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
      For the transition period from __________, 19__, to __________, 19__.

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

                           MASS MEGAWATTS 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) 751-5432
                                 --------------
              (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  2,008,328  shares  of  the  Registrant's no par value common stock
outstanding  as  of  July  31,  2001.

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


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




                                    CONTENTS



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

     Item  1.     Financial  Statements

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

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

     Item  1.     Legal  Proceedings

     Item  2.     Changes  in  Securities

     Item  3.     Defaults  On  Senior  Securities

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

     Item  5.     Other  Matters

     Item  6.     Exhibits  and  Reports  on  Form  8-K

Signatures
----------



<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS



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

                              Financial Statements

          Three Months Ended July 31, 2001 and 2000 (Unaudited) and the
      Period May 27, 1997 (Date of Inception) to July 31, 2001 (Unaudited)




                                    CONTENTS


Financial  Statements:

     Balance Sheet as of July 31, 2001 (Unaudited) . . . . . . . . . . . .    1
     Statements of Operations for the Three Months Ended July 31, 2001
          and 2000 (Unaudited) and for the Period May 27, 1997 (Date of
          Inception) to July 31, 2001 (Unaudited). . . . . . . . . . . . .    2
     Statements of Changes in Stockholders' Equity for the Period May 27,
          1997 (Date of Inception) to July 31, 2001 (Unaudited). . . . . .  3-5
     Statements of Cash Flows for the Three Months Ended July 31, 2001
          and 2000 (Unaudited) and for the Period May 27, 1997 (Date of
          Inception) to July 31, 2001 (Unaudited). . . . . . . . . . . . .    6



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

                                 Balance Sheet

                            July 31,2001 (Unaudited)



ASSETS
Current  assets:
     Cash                                                      $  51,624

Equipment, net of accumulated depreciation                        14,822
                                                               ----------


                                                               $  66,446
                                                               ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable, trade                                   $  12,366
                                                               ----------

Stockholders' equity:
     Common stock; no par value; 2,200,000 shares authorized;
     2,008,328 shares issued and outstanding                     472,482
     Deficit accumulated during development stage               (418,402)
                                                               ----------
Total stockholders' equity                                        54,080
                                                               ----------


                                                               $  66,446
                                                               ==========



The  accompanying  notes are an integral part of the financial statements.     1


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

                         Statements of Operations (Unaudited)



                                                                       May  27,
                                                Three  Months       1997 (Date of
                                               Ended  July  31,     Inception) to
                                          ------------------------    July 31,
                                             2001         2000           2001
                                          ---------------------------------------
<S>                                       <C>          <C>          <C>
Revenues:
     Other income                         $      663   $       92   $      2,688
                                          ---------------------------------------


Expenses:
     Operating costs and expenses            115,226       44,386        332,091
     Research and Development expense         42,142          750         86,721
     Depreciation                                855                       2,278
                                          ---------------------------------------
                                             158,223       45,136        421,090
                                          ---------------------------------------


Net loss                                  $ (157,560)  $  (45,044)  $   (418,402)
                                          =======================================


Net loss per share                        $     (.08)  $     (.02)  $       (.23)
                                          =======================================


Weighted average number of common shares   1,989,286    1,840,200      1,826,110
                                          =======================================
</TABLE>



The  accompanying  notes are an integral part of the financial statements.     2


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

                  Statements of Changes in Stockholders' Equity

  For the Period May 27, 1997 (Date of Inception) to July 31, 2001 (Unaudited)


                                                        Deficit
                                                      Accumulated
                                   Common  Stock        During
                                 -------------------  Development
                                  Shares     Amount     Stage        Total
                                 ------------------------------------------
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
     services (November 2000)*       3,843    8,647                  8,647

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

Issuance of common stock for
     services (December 2000)*         310      698                    698



The  accompanying  notes are an integral part of the financial statements.     3


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

                  Statements of Changes in Stockholders' Equity

  For the Period May 27, 1997 (Date of Inception) to July 31, 2001 (Unaudited)


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

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

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

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

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

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

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

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

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

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

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

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



The  accompanying  notes are an integral part of the financial statements.     4


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

                  Statements of Changes in Stockholders' Equity

  For the Period May 27, 1997 (Date of Inception) to July 31, 2001 (Unaudited)


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

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

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

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

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

Net loss for the period                             (157,560)   (157,560)
                              -------------------------------------------

Balance, July 31, 2001        2,008,328  $472,482  $(418,402)  $  54,080
                              ===========================================


*Common  stock  issued  at  $2.25  per  share.



The  accompanying  notes are an integral part of the financial statements.     5


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

                         Statements of Cash Flows (Unaudited)



                                                                              May  27,
                                                        Three  Months       1997  (Date
                                                       Ended  July  31,    of Inception)
                                                    ---------------------  to  July  31,
                                                       2001       2000          2001
                                                    ------------------------------------
<S>                                                 <C>         <C>        <C>

OPERATING ACTIVITIES
     Net loss                                       $(157,560)  $(45,044)  $   (418,402)
                                                    ------------------------------------
     Issuance of common stock in exchange for
     services and operating expenses                   40,857                    62,219
     Depreciation                                         855                     2,278
     Adjustments to reconcile net loss to net cash
     used by operating activities:
            (Decrease) increase in:
               Accounts payable                       (21,114)     2,253         12,366
               Accrued expenses                                     (456)
                                                    ------------------------------------
     Total adjustments                                 20,598      1,797         76,863
                                                    ------------------------------------
     Net cash used by operating activities           (136,962)   (43,247)      (341,539)
                                                    ------------------------------------

FINANCING ACTIVITIES
     Proceeds from issuance of common stock           148,199                   393,163
                                                    ------------------------------------

NET INCREASE (DECREASE) IN CASH                        11,237    (43,247)        51,624

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

CASH AT END OF PERIOD                               $  51,624   $ 40,134   $     51,624
                                                    ====================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     During the year ended April 30, 2001, the Company exchanged 7,600 shares of
     common  stock  valued  at  $17,100  for  a  vehicle  and  a  computer.
</TABLE>



The  accompanying  notes are an integral part of the financial statements.     6


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

                          Notes to Financial Statements

          Three Months Ended July 31, 2001 and 2000 (Unaudited) and the
      Period May 27, 1997 (Date of Inception) to July 31, 2001 (Unaudited)



1.     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, 2001 and 2000 and the
period  May  27,  1997  (date  of inception) to July 31, 2001, (b) the financial
position  at July 31, 2001, and (c) cash flows for the three-month periods ended
July  31,  2001 and 2000 and the period May 27, 1997 (date of inception) to July
31,  2001,  have  been  made.

The  unaudited financial statements and notes are presented as permitted by Form
10-QSB.  Accordingly, certain information and note disclosures normally included
in  financial  statements  prepared  in  accordance  with  accounting principles
generally  accepted  in  the  United  States  of America have been omitted.  The
accompanying  financial  statements and notes should be read in conjunction with
the  audited  financial  statements and notes of the Company for the fiscal year
ended  April  30,  2001.  The  results of operations for the three-month periods
ended  July  31,  2001  and  2000  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 period
since  inception,  resulting in an accumulated deficit of approximately $418,000
and  negative  cash  flows  from  operations  of  approximately  $342,000  since
inception on May 27, 1997. Currently, management is soliciting additional equity
investors  to  fund  these  losses.  However, these conditions raise substantial
doubt  about the Company's ability to continue as a going concern. The financial
statements  of  the  Company  do  not  include  any  adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.



                                                                               7

<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  2.    MANAGEMENT'S  DISCUSSION  &  ANALYSIS  OF
            FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATION

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

Mass  Megawatts Power, Inc. (the "Company") cautions readers that in addition to
important  factors  described  elsewhere,  the  following important facts, among
others,  sometimes  have affected, and in the future could affect, the Company's
actual  results,  and  could  cause the Company's actual results during 2001 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. The
Company  anticipates raising funds in the near future. Specifically, the Company
plans  to file a registration statement under the Securities Act of 1933 on Form
SB-2  registering  shares  of  its  common  capital to raise up to $200,000. The
Company  anticipates  that  approximately $120,000 of this money will be used to
develop a full-scale power plant prototype to be utilized for manufacturing. The
Company also anticipates that approximately $20,000 will be used toward the test
and  data  analysis  and  approximately $60,000 will be used for administration,
working  capital,  marketing  and  advertising.

The  Company  anticipates  that  it may hire up to 5 additional employees in the
next  9  months.

We  believe that we currently have sufficient funds to fund our operations for a
minimum  of  9  months  following  July  31, 2001. Although no assurances can be
given,  we  expect  to  raise $200,000 from the Form SB-2 filing, and with those
funds,  we  should  be  able  to fund our operations for an additional 6 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  in  the  most recent fiscal quarter.  The loss was
related  mostly  to  the development of a prototype, including engineering work.
Other  costs  include development of site locations for future projects, as well
as  administrative  expenses.

Although  incorporated  in May 1997, the Company has only two years of operating
results  and  much  uncertainty exists about the Company's future as a result of
the  lack  of historical operating data for several years. The lack of long-term
experience  in  new  product  development  could  have  an adverse impact on the
Company.

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


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

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


OPERATION  SUMMARY

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

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

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


EMPLOYEES

As  of  July 31, 2001, the Company had 3 employees, 2 of which are employed on a
part-time  basis.  The  Company has retained all other members of the management
team as consultants.  The Company believes its employee relations to be good and
no  significant  changes  in  the  number  of  employees  are  expected.


STRATEGY  AND  MARKETING

The  Company plans to approach the simplest method of initial market penetration
and  then  sell directly to the California Power Exchange.  The Company will try
to avoid difficulties of evaluating wind resources, obtaining siting, financing,
and  locating  potential purchasers of power plants by redeveloping abandoned or
obsolete  wind farms.  Our strategy places turbines in high wind areas where the
purchase  contracts  from  utilities  for  wind  energy  are  already available.


<PAGE>
DISTRIBUTION

Although  little  marketing  is  required  for  profitable  trades  on the power
exchanges,  the  Company will at some time in the future seek a higher price for
each  kilowatt/hour  sold.  When  the  Company  pursues  this  effort, sales and
service  activities  will  be  handled  through strategic alliances with new and
emerging  electric  power brokers, which have formed as a result of deregulation
in  the  retail sale of electricity.  Power brokers buy blocks of electricity in
megawatt/hour units.  For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year  and  provides  a  five  percent  non-refundable  deposit  on each block of
electricity  reserved  for  future  purchase.  Such  brokers include All Energy,
Green  Mountain  Resources,  and Energy Vision.  Electricity choice, which helps
negotiate  consumer  electric  sales,  is  another  marketing  resource  for the
Company's  products.  The  Company  will  aggressively  promote  its products to
brokers,  focusing  on  cost  savings  and environmental benefits.  It will also
solicit  bids  from  power brokers, most of whom are registered in the states in
which  they  do  business.  Compensation  to  brokers  is straightforward and is
typically  a  percentage  of  power  sales.


<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

During  the  three-month  period  ended  July  31,  2001,  there  were  no legal
proceedings  against  the  Company.

ITEM  2.     CHANGES  IN  SECURITIES

During  the three-month period ended July 31, 2001, 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  month  period  ended  July  31, 2001, the Company issued the
following  shares  of  stock:

Common  stock  for  cash
     (May  2001)                    54,903
Common  stock  for  services
     (May  2001)                    15,014
Common  stock  for  cash
     (June  2001)                    9,963
Common  stock  for  cash
     (July  2001)                    1,000
Common  stock  for  services
     (July  2001)                    3,145

The  stock  was  valued at its then fair market value of $2.25 per share.  These
shares  are  not  registered  under  the  Securities  Act of 1933, and have been
offered under an exemption for offerings not involving a public offering.

ITEM  3.     DEFAULTS  ON  SENIOR  SECURITIES

During  the  three-month  period  ended  July  31,  2001, 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, 2001, the Company did not submit
any  matters  to  a  vote  of  its  security  holders.

ITEM  5.     OTHER  MATTERS

The Company does not have any material information to report with respect to the
three-month  period  ended  July  31,  2001.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits - None

(b)  Reports on Form 8-K - None


<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 POWER, INC.



Dated:   October 18, 2001                     By:  /s/  Jonathan C. Ricker
       -------------------                        ------------------------------




Dated:   October 18, 2001                     By:  /s/  Alison  Gray
       -------------------                        ------------------------------




Dated:   October 18, 2001                     By:  /s/  Jodi  A.  Vizzo
       -------------------                        ------------------------------



<PAGE>