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

                                  FORM 10-QSB/A

           [ X ]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(D)
                    OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.
                For the quarterly period ended July 31, 2003

           [   ]  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  2,543,791  shares  of  the  Registrant's  no par value common stock
outstanding  as  of  July  31,  2003.

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 Months Ended July 31, 2003 and 2002 (Unaudited) and the
        Period May 27, 1997 (Date of Inception) to July 31, 2003 (Unaudited)




                                    CONTENTS


Financial  Statements:

  Condensed  Balance  Sheet  as  of  July  31,  2003  (Unaudited). . . . . .
  Condensed Statements of Operations for the Three Months Ended
    July 31, 2003 and 2002 (Unaudited) and for the Period May 27, 1997
    (Date  of  Inception)  to  July  31,  2003  (Unaudited). . . . . . . . .
  Condensed Statements of Changes in Stockholders' Deficit for the Period
    May 27, 1997 (Date of Inception) to July 31, 2003 (Unaudited). . . . . .
  Condensed Statements of Cash Flows for the Three Months Ended July 31,
    2003 and 2002 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception)  to  July  31,  2003  (Unaudited) . . . . . . . . . . . . . .
  Notes  to  Condensed  Financial  Statements. . . . . . . . . . . . . . . .


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

                            Condensed Balance Sheet

                          July 31, 2003 (Unaudited)


ASSETS
Current assets:
  Cash                                                      $    96,924
  Prepaid Expenses                                                  370
                                                            ------------
Total current assets                                             97,294


Equipment, net of accumulated depreciation                        7,981
                                                            ------------


                                                            $   105,275
                                                            ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current  liabilities:
  Accounts  payable,  trade                                 $    84,937
  Due  to  stockholder                                           56,231
                                                            ------------
Total  current  liabilities                                     141,168

Stockholders'  deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    2,543,791  shares  issued  and  outstanding               1,570,071
  Deficit  accumulated  during  development  stage           (1,605,964)
                                                            ------------
Total  stockholders'  deficit                                   (35,893)
                                                            ------------


                                                            $   105,275
                                                            ============

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     (Date of Inception)
                                July  31,               to July 31
                         ------------------------  -------------------
                             2003        2002              2003
                         -----------  -----------  -------------------
<S>                      <C>          <C>          <C>
Revenues:
  Other income           $        24   $       14   $           3,300
                         -----------  -----------  -------------------
Expenses:
  Operating costs and
    Expenses                227,690      125,731            1,600,145
  Depreciation                  855          855                9,119
                         -----------  -----------  -------------------
                            228,545      126,586            1,609,264
                         -----------  -----------  -------------------

Net loss                 $ (228,521)  $ (126,572)  $       (1,605,964)
                         ===========  ===========  ===================
Net loss per share       $     (.10)  $     (.06)  $             (.83)
                         ===========  ===========  ===================

Weighted average number
  of common shares        2,342,307    2,165,172            1,929,131
                         ===========  ===========  ===================
</TABLE>

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


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

            Condensed Statements of Changes in Stockholders' Deficit

 For the Period May 27, 1997 (Date of Inception) to July 31, 2003 (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' Deficit

 For the Period May 27, 1997 (Date of Inception) to July 31, 2003 (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' Deficit

 For the Period May 27, 1997 (Date of Inception) to July 31, 2003 (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' Deficit

 For the Period May 27, 1997 (Date of Inception) to July 31, 2003 (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

Net loss for the period                                    (228,521)   (228,521)
                                 ---------  ----------  ------------  ----------
Balance, July 31, 2003           2,543,791  $1,570,071  $(1,605,964)  $ (35,893)
                                 =========  ==========  ============  ==========
</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,
                                               Three Months Ended    1997 (Date of
                                                  July  31,         Inception) to
                                             ----------------------    July 31,
                                                2003        2002         2003
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(228,521)  $(126,572)  $(1,605,964)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses    144,800      37,370       486,424
      Depreciation                                 855         855         9,119
       Increase in deposits and prepaid expenses  (370)                     (370)
      (Decrease) increase in:
        Accounts payable                        40,151      (6,491)      121,934
        Accrued expenses                                       460
                                             ----------  ----------  ------------
  Total adjustments                            185,436      32,194       617,107
                                             ----------  ----------  ------------
  Net cash used by operating activities        (43,085)    (94,378)     (988,857)
                                             ----------  ----------  ------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock       168,000                  1,029,550
  Due to shareholder                           (32,624)     48,000         56,231
                                             ----------  ----------  ------------
  Net cash provided by
     Financing activities                      135,376      48,000      1,085,781
                                             ----------  ----------  ------------

NET (DECREASE) INCREASE IN CASH                 92,291    (46,378)         96,924

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

CASH AT END OF PERIOD                        $  96,924   $  1,255    $     96,924
                                             ==========  ==========  ============

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.
</TABLE>

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


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

                    Notes to Condensed Financial Statements

    Three Months Ended July 31, 2003 and 2002 (Unaudited) and the
    Period May 27, 1997 (Date of Inception) to July 31, 2003 (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, 2003 and 2002 and the
     period May 27, 1997 (date of inception) to July 31, 2003, (b) the financial
     position  at  July 31, 2003, and (c) cash flows for the three month periods
     ended  July  31,  2003  and  2002  and  the  period  May  27, 1997 (date of
     inception)  to  July  31,  2003,  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-month period ended
     July  31,  2003  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
     $1,606,000  at  July  31,  2003  and negative cash flows from operations of
     approximately  $43,100  for  the three month period ended July 31, 2003. In
     addition,  at  July  31,  2003, the Company had negative working capital of
     approximately  $44,000  and its total liabilities exceeded its total assets
     by  approximately  $36,000.  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 soliciting
     additional  equity  investors  through  private  placement offerings and is
     obtaining  funding from the Company's Chief Executive Officer to fund these
     losses;  however,  no  assurance  can  be  given as to the success of these
     efforts.

     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, 2003, the Company issued $144,800 worth of
     stock  for services rendered. These shares were valued at the fair value of
     the  underlying  stock.

4.   DUE  TO  STOCKHOLDER

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


                                                                               8
<PAGE>
PART I  -  FINANCIAL INFORMATION

ITEM 2.    MANAGEMENT'S DISCUSSION & ANALYSIS 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  2003  and  beyond  to  differ  materially  from  those  expressed in any
forward-looking  statements  made  by,  or  on  behalf  of  the  Company.

The  Company  has  not  had  revenues  from  operations since its inception, but
anticipates raising funds in the near future. Specifically, the Company plans to
file  a  private  placement  memorandum  under  the Securities Act of 1933 under
Regulation  D,  Rule  506,  selling  shares  of  its common stock to raise up to
$300,000. The Company anticipates that approximately $200,000 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 $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, 2003. Although no assurance can be
given, the Company expects to raise $300,000 from the private placement offering
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, 2003 and the period
May 27, 1999 (date of inception) to July 31, 2003. 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  revenuer  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
chose  Underwriter's  Laboratories  which is a vender for the National Renewable
Energy  Laboratories  in  Golden,  Colorado.  The  purpose  is  to prove the new
product's  long  term  durability in order to 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 establishments 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 will be able to determine which
marketing methods are most effective by marketing in a very limited geographical
area.

As  initial marketing efforts including "word of mouth" techniques have matured,
the  company  is expected 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 would be used
for  contingencies  on  an  "as  needed"  basis.


                                                                              10
<PAGE>
EMPLOYEES

As  of  July 31, 2003, the Company had no full time employees. However, Jonathan
Ricker  is a consultant and hires other consultants as necessary. Mass Megawatts
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.


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. . 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  is  planned  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


                                                                              11
<PAGE>
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  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.


Item  3.  Controls  and  Procedures

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
     as  of  July  31,  2003,  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  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  July  31,  2003.


ITEM  2.     CHANGES  IN  SECURITIES

During  the three month period ended July 31, 2003, 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, 2003, the Company issued 317,000 shares
of  Common  Stock.


                                                              Shares    Amount
                                                              -------  --------

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

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  three  month  period ended July 31, 2003, 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, 2003, 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 - None


                                                                              14
<PAGE>
SIGNATURES
----------

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto  duly  authorized:

                                      MASS MEGAWATTS WIND POWER, INC.


Dated:    9/12/03                       By:  /s/  Jonathan  Ricker
        --------------                     ---------------------------------
                                           Jonathan  Ricker
                                           Chairman and Chief Executive Officer



Dated:    9/12/03                       By:  /s/  Allison  Gray
        --------------                     ---------------------------------
                                           Allison  Gray
                                           Director



Dated:    9/12/03                       By:  /s/  Jodi  A.  Vizzo
        --------------                     ---------------------------------
                                           Jodi  A.  Vizzo
                                           Director


<PAGE>