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

                               Amendment No. 1 to
                                  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 October 31, 2001

             [ ]  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 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  2,034,540  shares  of  the  Registrant's  no par value common stock
outstanding  as  of  October 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 and Six Months Ended October 31, 2001 and 2000 (Unaudited) and the
     Period May 27, 1997 (Date of Inception) to October 31, 2001 (Unaudited)





                                    CONTENTS


Financial  Statements:

  Condensed Balance Sheet as of October 31, 2001 (Unaudited). . . . . . . . . .1
  Condensed Statements of Operations for the Three and Six Months Ended
    October 31, 2001 and 2000 (Unaudited) and for the Period May 27, 1997
    (Date of Inception) to October 31, 2001 (Unaudited). . . . . . . . . . . . 2
  Condensed Statements of Changes in Stockholders' Equity for the Period
    May 27, 1997 (Date of Inception) to October 31, 2001 (Unaudited). . . . .3-5
  Condensed Statements of Cash Flows for the Six Months Ended October 31,
    2001 and 2000 (Unaudited) and for the Period May 27, 1997 (Date of
    Inception) to October 31, 2001 (Unaudited). . . . . . . . . . . . . . . . .6
  Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . 7


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

                               Condensed Balance Sheet

                             October 31, 2001 (Unaudited)



ASSETS
<S>                                                             <C>
Current assets:
    Cash                                                             $21,193

Equipment, net of accumulated depreciation                            13,967
                                                                ------------


                                                                $     35,160
                                                                ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable, trade                                     $      4,570
                                                                ------------

Stockholders' equity:
    Common stock; no par value; 2,200,000 shares authorized;
      2,034,540 shares issued and outstanding                        554,301
    Deficit accumulated during development stage                   (523,711)
                                                                ------------
Total stockholders' equity                                            30,590
                                                                ------------


                                                                     $35,160
                                                                ============
</TABLE>


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


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

                       Condensed Statements of Operations (Unaudited)




                                                                                   May 27,
                           Three  Months  Ended         Six  Months  Ended     1997 (Date of
                              October  31,                  October  31,       Inception) to
                         -----------------------  ----------------------------  October 31,
                            2001         2000           2001          2000          2001
                         -----------  -----------  ---------------  -----------  -----------
<S>                      <C>          <C>          <C>              <C>          <C>
Revenues:
  Other income           $      252   $      143   $          915   $      235   $    2,940
                         -----------  -----------  ---------------  -----------  -----------


Expenses:
  Operating costs and
    expenses                104,706       38,105          262,074       83,241      523,518
  Depreciation                  855                         1,710                     3,133
                         -----------  -----------  ---------------  -----------  -----------
                            105,561       38,105          263,784       83,241      526,651
                         -----------  -----------  ---------------  -----------  -----------


Net loss                 $ (105,309)  $  (37,962)  $     (262,869)  $  (83,006)  $ (523,711)
                         ===========  ===========  ===============  ===========  ===========


Net loss per share       $     (.05)  $     (.02)  $         (.13)  $     (.05)  $     (.29)
                         ===========  ===========  ===============  ===========  ===========


Weighted average number
  of  common shares       2,025,344    1,842,958        1,974,548    1,841,564    1,837,470
                         ===========  ===========  ===============  ===========  ===========
</TABLE>


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


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

             Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2001 (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)*             9,300    20,925               20,925

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
</TABLE>


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


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

             Condensed Statements of Changes in Stockholders' Equity

 For the Period May 27, 1997 (Date of Inception) to October 31, 2001 (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
  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)*             14,176     31,896               31,896

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
</TABLE>


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


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

             Condensed Statements of Changes in Stockholders' Equity

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

Issuance of common stock for
  cash at $3.12 per share (August
  2001)                                 6,212      19,381                19,381

Issuance of common stock for
  services at $3.12 per share
  (September 2001)                     20,000      62,438                62,438

Net loss for the period                                     (262,869)  (262,869)
                                    --------------------------------------------

Balance, October 31, 2001           2,034,540   $ 554,301  $(523,711)   $30,590
                                    ============================================


*Common stock issued at $2.25 per share.
</TABLE>


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


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

                 Condensed Statements of Cash Flows (Unaudited)



                                                                           May 27,
                                                   Six Months Ended     1997 (Date of
                                                      October 31,       Inception) to
                                               ------------------------  October 31,
                                                  2001          2000         2001
                                               --------------------------------------
<S>                                            <C>             <C>        <C>
OPERATING ACTIVITIES
     Net loss                                  $    (262,869)  $(83,006)  $ (523,711)
                                               --------------------------------------
     Issuance of common stock in exchange for
     services and operating expenses                 103,295                 124,657
     Depreciation                                      1,710                   3,133
     Adjustments to reconcile net loss to net
     cash used by operating activities:
     Increase in prepaid assets                                  (3,000)
     (Decrease) increase in:
     Accounts payable                                (28,910)     3,988        4,570
     Accrued expenses                                             (456)
                                               --------------------------------------
     Total adjustments                                76,095        532      132,360
                                               --------------------------------------
     Net cash used by operating activities          (186,774)   (82,474)    (391,351)
                                               --------------------------------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock             167,580     20,925      412,544
                                               --------------------------------------

NET (DECREASE) INCREASE IN CASH                      (19,194)   (61,549)      21,193

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

CASH AT END OF PERIOD                          $      21,193   $ 21,832   $   21,193
                                               ======================================
</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.


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


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

                     Notes to Condensed Financial Statements

    Three and Six Months Ended October 31, 2001 and 2000 (Unaudited) and the
     Period May 27, 1997 (Date of Inception) to October 31, 2001 (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 six-month periods ended October 31, 2001 and 2000
and  the  period  May  27, 1997 (date of inception) to October 31, 2001, (b) the
financial  position  at  October  31, 2001, and (c) cash flows for the six-month
periods  ended  October  31,  2001 and 2000 and the period May 27, 1997 (date of
inception)  to  October  31,  2001,  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 condensed financial statements and notes
of  the  Company  for  the  fiscal  year  ended  April  30, 2001. The results of
operations  for the three- and six-month periods ended October 31, 2001 and 2000
are  not  necessarily  indicative  of  those to be expected for the entire year.

Certain minor reclassifications have been made in the October 31, 2001 condensed
financial  statements.


2.   GOING CONCERN

The  accompanying  condensed  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 $524,000
and  negative  cash  flows  from  operations  of  approximately $187,000 for the
six-month  period  ended  October 31, 2001.  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  condensed  financial statements of the Company do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should  the  Company  be  unable  to  continue  as  a  going  concern.


                                                                               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, but
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 believes that it has sufficient funds to fund its operations for a
minimum of six months following October 31, 2001. Although no assurance can be
given, the Company expects to raise $200,000 from the Form SB-2 filing and, with
those funds, expects to be able to fund its operations for an additional six
months. Without the additional equity investors, there is substantial doubt
about the Company's ability to continue as a going concern.


                                                                               8
<PAGE>
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.

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.

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.

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.


<PAGE>
The Company is planning to build a full size MAT (Multiaxis Turbosystem), which
has dimensions as follows: 130' x 80' x 40', consisting of 512 three-feet
diameter blades that are mounted vertically on shafts that power the generators
located at the bottom of the turbine. The lattice structure of the MAT provides
for a definite advantage in its stiffness to weight ratio and reduces the weight
by a very substantial 50 percent.

The theory behind using numerous smaller blades rather than three large blades,
as is found in current wind turbines, is best explained by the following
analysis. As the output increases with the square of the length, the weight of
the blade using the same material and design increases with the cube of the
length. In other words, a rotor ten times the diameter will weigh a thousand
times as much and only capture a hundred times as much wind. In short, a rotor
that is ten times larger, as found in current turbines, is capturing one-tenth
the amount of energy in the wind when compared to its mass.

The final design of the MAT was the result of over ten long years of diligent
research, evaluation, and analysis of current wind turbines. The focus of this
research specifically addressed the problems with vertical axis turbines. A wind
tunnel was constructed in Worcester, Massachusetts, which can bring airflow to a
desired velocity to test and analyze the blades for structural and mechanical
properties, as well as power curve measurements.

One MAT in a class V wind zone, an annual wind average of 15 mph, can produce
one million kilowatt hours of electricity in one year. In other words, enough
energy to supply 150 homes with energy for one year. In a class VI wind zone,
such as some mountain passes in Southern California where wind farms have been
existing for over 20 years, one MAT can supply enough power for 200 to 300 homes
annually.

EMPLOYEES

As of October 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- and six-month periods ended October 31, 2001, there were no
legal proceedings against the Company.

ITEM 2.   CHANGES IN SECURITIES

During the three- and six-month periods ended October 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 six months ended October 31, 2001, the Company issued the following
shares of stock:

     Common stock for cash at $2.25 per share (May 2001)               54,903
     Common stock for services at $2.25 per share (May 2001)           15,014
     Common stock for cash at $2.25 per share (June 2001)               9,963
     Common stock for cash at $2.25  per share (July 2001)              1,000
     Common stock for services at $2.25 per share (July 2001)           3,145
     Common stock for cash at $3.12 per share (August 2001)             6,212
     Common stock for services at $3.12 per share (September 2001)     20,000

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

ITEM 3.   DEFAULTS ON SENIOR SECURITIES

During the three- and six-month periods ended October 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- and six-month periods ended October 31, 2001, the Company did
not submit any matters to a vote of its security holders.

ITEM 5.   OTHER MATTERS

Claim for Shares

In May 1999, the Company purportedly executed a document with an individual
who represented he had valuable technology and patents relevant to our business
which he would transfer to the Company, and represented that he would and assist
the Company in financing activities. Under this document, the Company would
transfer share of capital stock to the individual in exchange for the patents
and technology and his services in connection with financing. We subsequently
determined that this individual's representation that he had valuable patents
and technology relevant to our business was fraudulent. We did not receive any
material services from this individual relating to our financing activities, and
never received any financing from sources introduced by this individual. The
individual is now claiming the right to 20% of our outstanding shares under this
document. We do not believe we have an obligation to issue any shares to this
individual. Our counsel has reviewed the matter and advised us it is highly
unlikely this individual would recover a material number of shares if he brought
a lawsuit against us. We are aware of an identical contemporaneous document
giving a second individual the right to 10% of our shares for the same
consideration. No claim has been made based on the second document. If a claim
were made, our conclusions regarding the validity and likelihood of success
would be the same as they are with respect to the first claim.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - None

(b)  Reports on Form 8-K - None


<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: December 17, 2001                        By:  /s/  Jodi A. Vizzo
       ------------------                            ---------------------------
                                                     Jodi A. Vizzo
                                                     Director


Dated: December 17, 2001                        By:  /s/  Allison Gray
       ------------------                            ---------------------------
                                                     Allison Gray
                                                     Director


Dated: December 17, 2001                        By:  /s/  Jonathan Ricker
       ------------------                            ---------------------------
                                                     Jonathan Ricker
                                                     Chairman and Chief
                                                     Executive Officer


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