SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                               AMENDMENT NUMBER 1


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF  1934

FOR THE FISCAL YEAR ENDED APRIL 30, 2001 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934

FOR  THE  TRANSITION  PERIOD  FROM  __________  TO  __________

                          Commission File No. 000-32465

                           MASS MEGAWATTS POWER, INC.
                           --------------------------
           (Exact name of the registrant as specified in its charter)

          Massachusetts                                  04-3402789
          -------------                                   ---------
(State or other jurisdiction of                (IRS Employer Identification No.)
Incorporation  of  organization)

11 Maple Avenue, Shrewsbury, Massachusetts.                   01545
------------------------------------------                    -----
(Address of Principal Executive Offices)                    (Zip Code)

          Issuer's telephone number, including area code (508) 751-5432

          Securities registered under 12(b) of the Exchange Act: None

          Securities registered pursuant to section 12(g) of the Act:

                           Common Stock, No Par Value
                                (Title of Class)
Check whether to issuer (1) filed all reports required to be filed by Section 13
or  15(d)  of  the  Exchange  Act of 1934 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.

Yes     No  X
    ---    ---


<PAGE>
Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or  any  amendment  to  this  Form  10-KSB.

Yes  X  No
    ---    ---

The  issuer's  revenues were less than $1,962 for the year ended April 30, 2001.

The  aggregate market value of the Company's common stock held by non-affiliates
was  approximately  $460,537  based  on  the  price  of  the  shares  sold  to
non-affiliates  on  or  around  July  24,  2001.  The  number  of shares held by
non-affiliates  was  203,683.

                           MASS MEGAWATTS POWER, INC.
                               FORM 10-KSB - Index
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

PART  I                                                                     Page

Item  1.  Description  of  Business.                                          3

Item  2.  Description  of  Property.                                         12

Item  3.  Legal  Proceedings.                                                12

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.       12

PART  II

Item  5.  Market  for  Common  Equity  and  Related Stockholders Matters.    12

Item  6.  Management's  Discussion  and  Analysis  or  Plan of Operation.    13

Item  7.  Financial  Statements.                                             13

Item  8.  Changes in and Disagreements with Accountants on Accounting and
          Financial  Disclosures.                                            13


PART  III

Item  9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section  16(a) of  the  Exchange  Act.             14


<PAGE>
Item  10. Executive  Compensation.                                           17

Item  11. Security Ownership of Certain Beneficial Owners and Management.    19

Item  12. Certain  Relationships  and  Related  Transactions.                19

PART  IV

Item  13. Exhibits  and  Reports  on  Form  8-K.                             19

Signatures


Item  1.  Description  of  Business.

     Mass  Megawatts  Power Inc., a Massachusetts corporation, ("Mass Megawatts"
or the "Company") is in the business of producing wind turbines and selling wind
generated  electricity.   The  Company  was  organized  under  the  laws  of the
Commonwealth  of  Massachusetts  on  May  27,  1997.  Mass Megawatts Power, Inc.
changed  its  name  from  Mass  Megawatts,  Inc.  on  January  2,  2001.

     There  has  been no bankruptcy, receivership or proceeding in the Company's
history.  No  event  has  occurred  involving material reclassification, merger,
consolidation,  or significant amount of assets purchased or sold not pertaining
to  the  ordinary  course  of  business.  Mass  Megawatts  has  not recorded any
significant revenue since its inception and there is substantial doubt about the
going  concern  status  of  the  Company  without  additional  funding.

     Mass Megawatts intends to build and operate wind energy power plants and to
sell  the  generated  electricity to the power commodity exchange. The Company's
MultiAxis Turbosystem (MAT) technology (multiple patents pending) will establish
constantly  renewable,  clean,  cost-competitive  wind  energy.  Based  on MAT's
performance,  the  Company's  proposed  1000  megawatt  wind farm is expected to
produce  power  at  a cost of 2.4 per kWh. The Company anticipates being able to
sell  electricity  to  the  Pacific  Power Exchange at the conservative price of
$3.00  per  kWh.  If  Mass  Megawatts chooses to work through power brokers, the
Company  believes  it could potentially sell the environmentally correct "green"
power  for  as  much  as  $6.50  per  kWh.

Licensing  Rights

     Pursuant  to  a  Licensing  Agreement  effective  as of June 21, 2000, Mass
Megawatts  has  been  granted  a  license from  the chairman and chief executive
officer  of  the  Company,  Jonathan  C.  Ricker,  to  market,  within a limited
territory, the MultiAxis Turbosystem (MAT) and associated technology relative to
wind  velocity  augmentation.  The  MAT  is  comprised  of  certain products and
technology covered by eight applications for United States Letters Patent by Mr.
Ricker.  The  limited  territory  is  defined  as:  Massachusetts, New York, New
Jersey,  Pennsylvania,  California,  Illinois,  Kansas,  Michigan,  Minnesota,
Nebraska, North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin.
Mass  Megawatts must pay a royalty fee to Mr. Ricker based on two percent of the
net  sales  of  Mass  Megawatts for the life of the patent of each product being
licensed pursuant to the Licensing Agreement. A copy of this Licensing Agreement
is  being  filed  as  an  exhibit  to  this  10K-SB.


                                        3
<PAGE>
The  Product

     The  Company's  leading  product  is  the  MultiAxis  Turbosystem  ("MAT"),
proprietary  technology  licensed from the Company's Chief Executive Officer and
Chairman,  Jonathan  C.  Ricker.  Wind turbines take advantage of a free, clean,
inexhaustible  power  source  to convert wind energy into electricity.  Each MAT
consists  of  a  rectangular  fabricated steel frame 80' high x 80' long and 40'
wide, elevated 50' above ground level for improved wind velocity, and secured to
footings  at  ground level. Each frame houses 16 shaft 4-tiered stacks, and onto
each  stack  is mounted 8, 4' wide x 18' long blades. Each stack is connected to
two  generators  mounted  on the ground level footing.  The generators feed to a
power collector panel which, in turn, connects to the power grid.  Each MAT unit
is  rated  at  360  kWh.

     In  order  to generate large amounts of cost-efficient energy, conventional
turbines  (airplane  propeller  style) require massive, and expensive, rotors to
turn the huge blades.  These blades must be of a diameter sufficient to increase
the  airflow  impacting  the blade's surface area.  As the diameter of the blade
increases,  so  too  does the cost of other components. Large blades also create
structural  stress and fatigue problems in the gearbox, tower, and in the yawing
system  which  turns  the  turbine  into  the  optimal  wind  direction.

     The  MAT  reduces blade cost by using a geometrically simple, smaller blade
which  addresses  problems associated with vertical axis turbines. Vertical axis
turbines  suffer  from severe structural stress problems caused by the forces of
lift  which  push  the  blades  back  and forth causing heavy cyclical loads. As
vertical turbines rotate, wind contacts them first from the left side, then from
the  right.  This  constant  repetitive  motion  causes  fatigue.  The  popular
propeller, or horizontal version, also has horizontal lift stresses, although at
a  reduced level since the lift forces are not constantly reversing. MAT's small
blade  units eliminate the structural fatigue of longer, heavier blades. It also
enables  MAT  to  more  efficiently  gather the mechanical power of the wind and
transfers  it  to  the  generators for the production of electrical power.  This
innovation  also  allows  other  critical  parts  of  the  wind  turbine  to  be
repositioned,  thus reducing the structural complexity and cost of construction.
For  example,  the heavy generator and shaft speed increasing device, can now be
placed  at ground level rather than mounted atop the tower. In conventional wind
turbine  design,  the shaft speed increasing device is typically a heavy gearbox
which  must  be  sufficiently  rugged  to  withstand the vibrations of the tower
caused by the large blades. The combination of vibrations and yaw (the action of
turning  the  turbine  into  the  wind),  causes  structural  stress.

     By  locating the drive train and generator at ground level, components with
considerable  weight  or mass can be used. For example, a direct drive generator
can be used, eliminating the need for a gearbox. This provides the advantages of
variable-speed  operation  which  increases power output at a lower cost. Ground
level  construction  also allows easier access, which reduces maintenance costs.


                                        4
<PAGE>
     The  MAT  design  enables  power  output  to  be  achieved  at a much lower
windspeed,  providing  a more consistent power output to the utility power grid.
This  potential  for  consistent  output  provides  utilities  with  planning
advantages,  and  fewer power fluctuations allow for better power quality. Coal,
oil  and  gas  generators are always at full capacity when needed.  Wind energy,
using  conventional  turbines,  cannot  reach  full  capacity  unless  weather
conditions  are favorable.  MAT's improved method of delivering electricity will
allow  wind  energy generated power to demand a higher competitive bid price due
to  the  more consistent supply.  Other environmental advantages specific to MAT
include  its  noiseless  turbines  which will ease site permitting, and its high
visibility  to birds which will prevent them from flying into the rotation area.

Technical  Advantages  of  MAT  Technology

     Traditionally,  wind  turbines were supported by a single tower and in many
cases  with guy wires leading  to a multitude of vibration and frequency related
problems.  The blades of vertical axis turbines were large and therefore limited
in  their  design  and  the  material.  For  example,  aluminum  extrusion  and
fiberglass  pultrusion were used in the two most serious commercial applications
of  vertical  axis  turbines.  Due  to  the large size of the fiberglass blades,
transporting  them  required  a straight shape. The strength was limited for the
purpose  of being able to bend the blades at the place of installation. In other
vertical  axis  wind  technology,  the  aluminum  blades  could  not form a true
aerodynamically  optimal  shape. The blades had to be made of significant length
and the available extrusion equipment for the long length and large profiles are
not  available  for  producing  a  structural  and  aerodynamic  blade at a cost
competitive  price. The patents of both serious commercial prior applications of
vertical  axis  technology  are described in "Vertical Axis Wind Turbine" Patent
number  4,449,053  and  "Vertical  Axis  Wind  Turbine with Pultruded Blades" in
Patent  number  5,499,904.

     The  MAT  overcame  the  size related disadvantages. One such manufacturing
advantage  of  the  MAT  includes the cost reduction of using smaller components
instead  of  larger  and  fewer  components. Other advantages include more solid
blades  which  help to resolve cyclical stress advantages and inexpensive repair
and  maintenance  with  components  like  the  generator,  heavy  variable speed
equipment  and  gearbox on the ground level while elevating the rotor high above
the  ground  in order to avoid turbulence. The MAT can provide a longer life for
the  bearings  by  reducing  structural and mechanical stress with its vibration
reduction  innovations  and  decentralization  of  mechanical  forces.  Another
advantage  is  to  provide  an  improved  mean  to  failure ratio by having many
components  including  256 blades, 16 shafts, and 16 generators. The MAT is also
easier  to construct and uses standard off the shelf items which avoids the need
of  custom  made  parts  with the exception of the mass-produced blades. Several
suppliers can supply the blades in order to avoid supplier backlog problems. The
MAT  enhances  structural  support  by using a tower support system similar to a
larger  footprint  like  an  oversized lattice tower section. A roof can provide
weather  protection  and  additional structural support. Blades can be placed at
different  positions  or  angles along the axis for reducing torque ripple. With
less  vibrations and better weather protection, cheaper material can be utilized
in  the  wind system. The MAT can use cheap wooden and less expensive structural


                                        5
<PAGE>
supports  that  are  also  easier  to  construct. An advantage of the roof is to
prevent  excess wear and tear without the rain and snow falling onto the turbine
system.  In  one  noted benefit, the structure could be like a four legged table
unlike a one tower support system of other wind turbines. This is similar to the
concept  behind the lighter but stronger Rolm tower. Therefore, it requires less
material  for  the needed stability. In an additional feature, the MAT could use
an  off  the  shelf  bushing  of concentric sleeves with rubber, polyurethane or
other  isolator,  absorber  and /or damper securely bonded between the structure
and  the  moving parts. The object of this bushing would be to isolate or dampen
the  vibrations of the moving blades from the steel structure. The bushings will
be  placed  between  the shaft and bearings. The sleeve structure is designed to
take  up  torsional  movements  as well as axial and radial loads. The design of
avoiding  one  central  blade  area allows this "divide and conquer" approach of
isolating  the  vibrations  in a cost-effective manner. The belt connection with
the generator would isolate vibrations in the electrical area. More importantly,
the  reduced  vibrations  and a stronger tower structure should add years to the
life  of  the  turbine  at  a  reduced  cost.

Markets

     From  1996  through  1998,  $3  billion  was  invested in new wind turbines
worldwide.  Wind  energy  is the least expensive, fastest growing segment of the
$600  billion  annual  world  electricity market, which experienced a 30% annual
growth rate for years 1996, 1997 and 1998. Mass Megawatts has identified 140,000
megawatts  worth  of  opportunities  to earn more than 20% rate of return on the
sale  of  electricity  with  investments  of MAT power plants in one half of the
United  States.  The  Company believes that this potential capacity is worth $11
billion  to  $14  billion  per  year.

     A  more  profitable secondary market will be targeted within the next three
years.  In  the  emerging  green  market, Mass Megawatts could receive a selling
price  of  $6.00  or  greater  per  kWh  for its clean electricity. According to
studies  conducted  by  the National Renewable Energy Laboratory, this market is
estimated  to  have an end user value of $2 billion within the next three years,
with  the  estimate based on the assumption that only one percent of the overall
electricity  market will participate in a green pricing program. Recent national
surveys  show  that  approximately  40-70% of the population surveyed indicate a
willingness  to  pay  a  premium  for  renewable  energy.  Although  10%  of the
respondents say they will participate in such a program, actual participation is
estimated  at  1%.  Currently,  more than a dozen utilities have green marketing
programs.  Public  Service  Company of Colorado, Central and South West Services
Corporation  of  Texas, and Fort Collins Light and Power Company are leading the
effort  in  wind  related  green electricity marketing with 10 megawatts of wind
power  devoted  to  green  marketing  efforts  using  photovoltaics.

     Although  the  green market is new, utilities are initiating two approaches
to  take advantage of the growing public preference for renewable energy. One is
offering  customers  a  specific  electricity  source  at  a premium. The second
approach is giving customers an opportunity to invest in future renewable energy
projects.

Competitive  Comparison.


                                        6
<PAGE>
     According  to the Electric Power Research Institute, the past 10 years have
seen  traditional  energy  costs increase while wind energy costs have declined.
Excluding  MAT,  the  advances  in  technology,  larger-scale and more efficient
manufacturing processes, and increased experience in wind turbine operations has
contributed  substantially to this trend. This cost decline is paralleled with a
several  hundred  fold  increase in installed wind energy capacity. As a result,
maintenance  costs have fallen significantly.  Wind energy sources comprise less
than one percent of the current electricity generating industry. In spite of the
stronger  financial and organizational resources of the larger conventional gas,
oil,  and  nuclear  fuel  electric  generation  companies, the wind industry can
substantially  increase  sales  and  growth by achieving jut a small increase in
market  share.

     The  current status in wind energy economics compared with alternate energy
sources  is  shown  below.  Values  are  based  on lifetime average cost studies
including  design,  construction,  and  operations. Prior to the introduction of
MAT, the best wind turbines potentially produce electricity at 4.5 per kWh under
optimum  wind  conditions of an average annual windspeed of 15 miles per hour or
greater.  Although  less  than  1%  of  the  Earth's  surface  experiences  such
conditions,  Battelle  Pacific  Northwest  laboratory estimates that wind energy
could supply about 20% of the world's electricity using current wind technology.
This  figure  does  not factor the potential of MAT. A comparison of the cost of
wind generated electricity with more conventional power plants shows wind energy
is  competitive.

Fuel Source      Cost/kWh   Market Share
-----------      --------   ------------

Coal            4.0                 50%
Nuclear         15.0                20%
Natural Gas     3.5                 10%
Petroleum       5.0                 3%
Hydroelectric   4.5 *               12%
Wind (pre MAT)  4.5 **              0.25%
Solar           10                  0.5%
Diesel          7 - 40 ***          0.5%
Biomass         8                   0.5%

at  good  hydroelectric  sites*
in  15  mph  average  windspeed  conditions**
depending  on  size and location of facility, with smaller more remote locations
having  higher  costs***

Sourcing

     The  Company is not dependent upon exclusive or unique suppliers. Howe ver,
certain  custommade items including bearings and blades will require four to six
weeks  lead  time  due  to  special  manufacturing  techniques.  The Company has
identified  alternate  suppliers  if  current  business  relationships  cease.


                                        7
<PAGE>
     The  Company  plans  to  use multiple suppliers, chosen through competitive
bidding.  The  price  of  materials used is expected to be substantially similar
from one vendor to the next due to the availability of raw supplies. The absence
of  special  technologies  negates  dependence  on  any  one  supplier.

Industry  Analysis

     According to the U.S. Department of Energy, wind energy is rapidly becoming
one  of  the  least  expensive and most abundant new sources of electricity with
capacity expected to increase and costs decrease over the next two decades. Over
the  past  two  decades,  the  wind energy industry has increasingly studied and
improved  wind turbine design and operation. Initially, federal research focused
on  very  large  utility scale machines each with a capacity potential of 1 to 5
megawatts.  Focus continued on larger machines during the 1970's and 1980's when
many  international  corporations  developed  large  wind  turbines with 200 ft.
blades.  In  the  1990's,  smaller  wind  turbines gained acceptance as the more
viable  option  and  the  majority of wind turbines today are intermediate-sized
with  50-500  kWh  peak  capacity.  Most  turbines  being built today are mature
propeller-based designs comprising upwind, horizontal axis 3-blades construction
with  a  500-600  kilowatt rating. These turbines look like giant fans with thin
blades  and  while  they  have  lent credibility to the wind industry within the
investment  and  developer community, the cost of energy from these turbines may
be  near  the  upper  limit  due  to size effectiveness and efficiencies of mass
production.  The  acceptance of these propeller-driven turbines is based on many
years  of  testing  and  experience  but  the industry's ability to develop more
efficient innovations utilizing this design is limited and research potential is
exhausted.  Still, numerous alternative turbines have been developed and include
one-blade  and two-blade machines, vertical axis design, variable speed designs,
direct  drive  between  blades,  and  generators  rather  than  gearboxes.

     Not  factoring  the Company's MAT product, World Energy Council expects new
wind  capacity  worldwide to reach $150 to $400 billion. The continued evolution
of  this  technology  is  evident  with  the  existence  of varying wind turbine
designs.  However, there is division in the wind industry between those who want
to  capitalize  on  the  emerging  respect  the  business  community  has  for
established,  mature  wind  technology,  and  those  who  seek  new technologies
designed  to  bring about significant cost reductions. Mass Megawatts chooses to
seek  new  horizons  beyond  current  perception and knowledge by developing new
technologies  that will significantly reduce wind energy costs. As a result, the
Company  products  can  be seen as participants in several different industries.

The  Conventional  Independent  Power  Producers  (IPP)

     The largest targeted industry is independent power production. According to
the Massachusetts Department of Public Utilities' publication "Power to Compete"
authored by Michael Best of the Center for Industrial Competitiveness, increased
capacity  over  the  next several years will result in a $50 billion increase in
annual  sales  if IPP's can deliver electricity at 4 per kWh. Wind related IPP's
currently  produce  $200  million  in  electricity  sales per year in the United
States  at  7  per  kWh. The impact of deregulation of the electric utilities is
expected  to  present  opportunities  for  wind-related  IPP's  according to the
Massachusetts  Technology  Collaborative.  With  current  cost  of wind power in
limited  high  wind locations at 4.5 per kWh, the cost of large scale investment
in  wind energy is the same to the consumer as it would be for more conventional


                                        8
<PAGE>
energy sources. In other words, combined gas turbines, modern coal technologies,
and  wind power in limited locations can all earn enough sufficient to encourage
investment  if  and  when the retail sale of the electricity produced is 4.5 per
kWh.

The  End  of  Line  Industry

     Modular  sources of power generation at the end of a utility's distribution
lines  include  small  wind  turbines,  diesel generators, and photovoltaics. In
growing  communities,  it  is  more cost effective to add small power-generating
facilities  such  as  wind  turbines  than  to provide electric service and as a
result,  they  will  pay  a premium for electricity rather than incur the higher
cost  of  constructing new power lines and substations for transport. Within the
next  10 years, potential exists for construction of wind power plants producing
hundreds  of  megawatts  in remote areas of utility distribution lines. In these
areas,  the  price  per kWh sold is several times higher than the normal selling
price.

The  Green  Industry

     In  the  new  era  of  electric utility restructuring wherein consumers can
choose  their  electricity sources, some are choosing green energy produced from
clean  and  renewable  sources  such as wind or solar power. These resources are
available as a commodity but the green consumer pays a premium for emission-free
energy.  The  American  Wind  Energy Association in Washington, D.C. states that
recent polls show that more than 5% of the general population are willing to pay
more  for  renewable  energy.

The  Off-Grid  Industry

     This  small  industry  is  for  consumers who are not in close proximity to
power lines or who choose not to be connected to the grid. The industry includes
wind,  solar,  wood  burning  furnaces,  and small hydropower turbines. Like the
green  industry, these consumers have a strong environmental awareness. Although
the  potential  market  for  off-grid  energy is less than 1% of the electricity
market,  the  dollar  potential  is  estimated  to  be  as  much  as $2 billion.

     Renewable  energy  technologies,  as  well  as  diesel power, are the major
sources  of  electricity  for  those  who  compete in the End of the Line, Green
Energy,  and  Off-Grid  industries.

Industry  Participants

     As  wind energy technology gains wider acceptance, competition may increase
as large, wellcapitalized companies enter the business. Although one or more may
be  successful,  the Company believes that its technological advantage and early
entry  will  provide  a  degree  of  competitive  protection.


                                        9
<PAGE>
     The  largest  U.S.  manufacturer  and developer of wind power technology is
Enron, a $13 billion company which recently purchased Zond Wind Corporation. The
company  employs  550  people. Since 1981 it has developed and constructed 2,400
wind  turbines  with  700  megawatts  of  capacity.

     The  Danish  firm, Vestas, is the world's leading producer of wind turbines
and  a  major  exporter  of  turbines  to  the  United  States.  An innovator in
structural  and generator advancements, Vestas has 1,295 employees and its world
market  share  in  1997  was  24%.

     Sea  West  Energy  Corporation is a wind farm developer with completed wind
power  projects totalling nearly 400 megawatts ($500 million).  This Company has
a  reputation  for  quality  turbines.

     Bonus Windpower of Denmark produce high quality turbines in Europe, located
primarily  in  Wales,  and  has  exported  to  the  U.S.

     N.E.G.  Micron  has  built  6,500  large, simple, reliable, low maintenance
turbines.

     Nordex  of  Denmark,  Enercon, and DeWind both of Germany, produce turbines
with  a  blade  diameter  greater  than  150  feet.

     Nedwind  of  the  Netherlands  manufactures  turbines  for  export  to  the
Caribbean  and  India.

     Bergey  Windpower  produces small turbines, primarily for use where utility
grid  interconnect  lines  are  not  readily  available.

     As  a  footnote,  recent  economic growth in India and China has spurred on
wind  energy's  high growth rate in those countries. As a result, they are world
leaders  in  the  demand  for  wind  turbines.

Distribution  Patterns

     Distribution  begins  with  identifying energy demand in and near potential
power  plant  sites.  Replacement  of older or obsolete power plants, as well as
growth  in  the  population  and  the economy, are factors in determining energy
demand  in  identified  areas.  Assuming a sufficient energy demand, the Company
will  test potential sites to determine whether sufficient wind energy resources
are  available  to  effectively  and  efficiently  displace  current electricity
sources,  thus  reducing pollution from fossil fuel. With a successful analysis,
the  Company will obtain land right and apply for permits to install and operate
a  wind  power  generating plant. In the past, zoning and permitting issues have
included  noise  generated  by  wind farms but MAT's slower moving blades should
help  eliminate  this  issue.  The  Company  will  also  determine  the need for
additional  transmission  lines to deliver to the power grid transmission lines.

Primary  Competitors

     In  addition to the specific entities engaged in the business of wind power
technology  mentioned  above,  the  Company  will  also  compete  with companies
producing  and  selling non-wind energy products that fill the same needs as the
Company's  products.


                                       10
<PAGE>
Combined-Cycle  Gas  Turbines.  Innovations in this technology have led to lower
costs,  higher  efficiency, and cleaner emissions combined with power generation
for  less  than  4  per  kWh.

Modern  Coal  Technologies.  New  designs,  which  double  or  triple  reheat
scrubber-equipped plants, increase efficiencies and decrease pollution emissions
relative  to  typical  reheat  designs.

Biomass-generated  electricity.  Gasifying  the  biomass to fuel high-efficiency
gas  turbine  systems  could  cost  as  little  as  4.6 per kWh in the near term
Petroleum, photovoltaic cells and nuclear power are not a current threat to Mass
Megawatts  since  the  cost  to produce electricity from these sources is higher
than  that  of wind. Cost effective, profitable hydropower is limited to a sites
on  swift moving water sources and with limited ability to increase market share
it  does  not  prove  a  major  threat  toward  wind  power.

Foreign  Sales  and  Exports

     Mass  Megawatts  did not have any operations in foreign companies or export
sales  in  the  fiscal  year  ending  April  30,  2001.

Employees

     As of July 20, 200, 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.
None  of  the  Company's  employees  are  covered  by  a  collective  bargaining
agreement.

Research  and  Development

     The Company has not had significant revenues. However, approximately 30% of
the  proceeds  obtained from the sale of its common capital stock has been spent
on  research  and  development.

Reporting  Company

     The  Company  is  a  reporting company under the Securities Exchange Act of
1934 (the "Exchange Act") and files all reports required to be filed pursuant to
the  Exchange  Act  with  the Securities and Exchange Commission. The public may
read  and copy any materials filed by the Company at the Securities and Exchange
Commission's  public  reference room at 450 Fifth Street, N.W., Washington, D.C.
20549.  The  public  may  obtain  information  on  the  operation  of the Public
Reference  Room  by  calling  1-800-SEC-0330.  Additionally,  the Securities and
Exchange  Commission maintains an Internet site that contains reports, proxy and
information  statements,  and  other  information  regarding  issuers  that file
electronically  with  the  Securities  and  Exchange  Commission  at
http://www.sec.gov.
-------------------


                                       11
<PAGE>
Item  2.  Description  of  Property.

     The  Company  does  not  own  any  real  property.  The  Company leases its
administrative  offices  which  are  located  in  Auburn,  Massachusetts  and
Shrewsbury,  Massachusetts.  The  Company  also  leases  property  in Worcester,
Massachusetts where it has constructed a wind-tunnel facility. Additionally, the
Company  leases  property  in  Charlton, Massachusetts where it operates a field
test  facility.

Item  3.  Legal  Proceedings.

          None.

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

     No  matters  were submitted to a vote of the Company's stockholders through
the  solicitation  of  proxies,  or  otherwise, during the Company's fiscal year
ended  April  30,  2001.

                                    PART II

Item  5.  Market  for  Common  Equity  and  Related  Stockholders  Matters.

     No  established  public  trading  market  in the Company's common stock has
existed  since  the  Company's  inception.  As  of July 20, 2001, there were 166
stockholders  of  record  of  the  Company's  common  stock.

     The  Company  has  never  declared  or paid any cash dividend on its common
stock and does not expect to declare or pay any such dividend in the foreseeable
future.

     As  of  July  20,  2001,  the Company has sold 195,183 shares of its common
stock  in  two  offerings  of  its  common capital stock pursuant to Rule 504 of
Regulation  D  as promulgated under the Securities Act of 1933.  No commissioned
selling  agent  participated  in  the  offerings.  The  Company  sold  the stock
exclusively  to  residents of the state of Massachusetts at an offering price of
$2.25  per  share  raising  a  total of $439,162. The maximum aggregate offering
price  of the two securities offerings was $450,000. These offerings were exempt
from  registration  with the Securities and Exchange Commission pursuant to Rule
504  of  Regulation D and were registered in the state of Massachusetts pursuant
to  the  Company's Forms U-7, Small Corporate Offerings Registration Form (SCOR)
being  filed  with  and  declared  effective  by  the  Secretary of State of the
Commonwealth  of Massachusetts, Securities Division.  Additionally, in September
of  2000,  the  Company  sold  approximately 7,600 shares of its common stock in
reliance  on  section  4(2)  of  the  Securities  Act  of 1933 for a vehicle and
computer  used  in  its  business.

     Mass  Megawatts  filed a Form l0SB registration statement on March 20, 2001
to  become  a  reporting  company under the Securities Exchange Act of 1934. The
Form  10SB  was  declared effective by the Securities and Exchange Commission on
May  20,  2001  making Mass Megawatts a fully reporting company.  The Company is
currently  seeking  to  be  quoted  on  the  OTC  Bulletin  Board.


                                       12
<PAGE>
Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

     Special  Note  Regarding  Forward-Looking  Statements

     Certain  statements  in this Form 10-KSB under "Item 1. Business" and "Item
6.  Management's  Discussion and Analysis or Plan of Operation" and elsewhere in
this  Form  10-KSB  constitute  "forward  looking  statements" which the Company
believes  are  within the meaning of the Securities Act of 1933, as amended, and
the  Securities  Exchange  Act  of 1934, as amended. Also, when the Company uses
such  words  as "believes" "expects" "anticipates" or similar expressions, it is
making  forward-  looking  statements.  Such  forward-looking statements involve
known  and  unknown  risks, uncertainties, and other factors which may cause the
actual  results,  performance,  or  achievements of the Company to be materially
different  from  any  future  results,  performance or achievements expressed or
implied  by  such  forward-looking  statements. Some of the risks that should be
considered  include,  but  are  not  limited  to,  changing  market  conditions,
competitive  and  regulatory  matters, the ability to achieve market penetration
and  customers  and  other  factors  that  are  beyond  the  Company's  control.

Plan  Of  Operation

     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  12  months.


     We  believe  that we currently have sufficient funds to fund our operations
for  a minimum of 12 months following April 30, 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.


Item 7. Financial Statements.

     The  Financial  Statements  of  the Company appear herein following Item 13
below.


Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosures.

     There  were  no  disagreements  with  the Company's independent accountants
during  the  Company's  two  most  recent  fiscal  years.

     On  July  16,  2001,  the  Company  engaged  the accounting firm of Pender,
Newkirk  and  Company, CPA's as independent accountants for the year ended April
30,  2001  to  replace O'Connor, Maloney, & Company, P.C., a CPA firm in Central


                                       13
<PAGE>
Massachusetts.  O'Connor,  Maloney, & Company, P.C., was replaced to comply with
the  independence issue related to requiring independent auditors. The Company's
Board  of Directors approved the selection of Pender, Newkirk and Company, CPA's
as  the  new  independent  accountants  upon the recommendation of the Company's
management.  Management  has  not  consulted  with  Pender, Newkirk and Company,
CPA's  on  any  accounting,  auditing  or  reporting  matter.

     During  the  two  most recent fiscal years and interim period subsequent to
April  30,  2001,  there  have  been  no disagreements with O'Connor, Maloney, &
Company  P.C.  on any statement disclosure or auditing scope or procedure or any
reportable  events.

     O'Connor,  Maloney, & Company P.C.'s report on the financial statements for
the past two years contained no adverse opinion or disclaimer of opinion and was
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

     The  letter  from  O'Connor, Maloney, & Company, P.C. to the Securities and
Exchange  Commission  is  attached  as  an  exhibit  to  this  Form  10K-SB.

                                    PART III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act.

     Cautionary  Note:  Due  to  the  financial  limitations of hiring full time
management  until  a  refined  prototype is developed, certain of the management
team members have been retained as consultants on an as-needed basis and are not
guaranteed  week  to  week work on a consistent basis in the foreseeable future.

     The  following  table  sets  forth  the  names  and  ages  of the Company's
directors  and  executive  officers  and  the  positions  they  hold.

Name:                       Age:                        Position:

Jonathan Ricker             42       Chairman, Chief Executive Officer and Chief
                                     Financial Officer
Thomas D. McBride           44       Consulting Chief Operating Officer
Susan Durnford              42       Financial Consultant
Michael A. Cook             45       Project Finance Manager
Thomas Andrellos            39       Consulting Director of Business Planning
Thomas M. Dill              43       Consulting Director of Corporate Services
Peter W. Wallis             38       Consulting Electric Utility Sales Manager
F. Adrian Price             58       Principal Mechanical Engineer
Jodi A. Vizzo               33       Director
Allison Gray                44       Director


                                       14
<PAGE>
     The  following  sets  forth  biographical  information  about the Company's
directors  and executive officers, including periods of service for the Company.
The  executive  officers  serve  at the discretion of the Board of Directors and
until  their  successors  are duly elected and qualified. The Company's Board of
Directors  are  elected  annually  by the stock holders of the Company and serve
until the next annual meeting of the stockholders and until their successors are
duly  elected  and  qualified.

     JONATHAN  RICKER  serves  as  the  Chief Executive Officer, Chief Financial
Officer  and  Chairman  of  the  Board  of Directors of the Company. He has been
involved  for  the past 20 years in product development, strategic planning, and
market  evaluations  for  clients  in  growth  businesses.  He  served as Senior
Registered  Options  Principal  in  the  Investment Banking industry, developing
innovative  risk protection solutions for clients. Mr. Ricker's involvement with
investment banking has provided insight into the significant long-term potential
for  opportunities  related  to wind energy and as a result he has been actively
researching  wind  energy  for  more  than  10  years.

     THOMAS  D.  McBRIDE  currently  serves  as  the  Consulting Chief Operating
Officer  to  the Company.  Mr. McBride has an extensive background of operations
experience  with  strong  product  development,  product  planning, and business
development  skills. He served for five years as Operations Manager for Lawrence
Pumps,  Inc.  of  Lawrence  Massachusetts.  He  was  instrumental  in  restoring
profitability  and then achieving and sustaining record levels of profitability.
Mr.  McBride improved cash flow and instituted performance goals and measurement
infrastructure  at  Lawrence  Pumps.  Mr.  McBride  also  implemented shop floor
control  and  capacity  planning  functions.  Before  his employment at Lawrence
Pumps,  Mr.  McBride  was  the Director of Engineering for seven years at Nelmor
Company,  Inc.  of  North  Uxbridge, Massachusetts. Mr. McBride developed a team
oriented  engineering  staff,  which  helped  reverse the declining market share
through  product  upgrades and introducing new products. He decreased lead times
on standards orders to production. Mr. McBride obtained several U.S. and foreign
patents  pertaining to special equipment used at Nelmor Company. Mr. McBride has
the  ability and track record for improving manufacturing efficiencies, reducing
lead-time,  analyzing performance, and other planning capabilities for operating
a  company.

     SUSAN  DURNFORD  currently  serves  as a financial consultant  the Company.
Ms.  Durnford  is  currently  employed  as Chief Financial Officer and Financial
Analyst  for  Littlewood  Communications.  Ms.  Durnford  handled all aspects of
finance including contract negotiations.  As part of her duties, she has created
bids  and submitted proposals. In other activities, Ms. Durnford had managed the
cash flow and all aspects of accounting for the firm. Ms. Durnford has served as
part  of  the  senior  management  team  in general business decision-making Ms.
Durnford  also  has over 25 years experience in Human Resources and Finance. Ms.
Durnford  has  served as Human Resource Director for MKE-Quantum Components, and
had broad human resources experience in previous companies. Ms. Durnford handled
the  Human  Resources  responsibilities  for  due diligence of two $300+ million
acquisitions and high tech IPO spin offs. Ms. Durnford has developed and managed
compensation,  benefits,  and incentive programs for executives, sales staff and
other  employees  in  both  large  and  small  companies.  Ms. Durnford achieved
significant  savings in benefits negotiations and redesign of benefits programs,
while  enhancing  the  benefit  to  employees.


                                       15
<PAGE>
     MICHAEL  A. COOK serves as the Project Finance Manager for the Company on a
part-time basis.  Mr. Cook has over 25 years of experience in project finance in
the energy industry including 15 years experience specifically with wind energy.
Mr.  Cook's  first  wind  energy finance package was underwritten by Continental
Insurance  Company  in  1984.  Mr. Cook has been developing structured financial
risk mitigation programs that gives added assurance of debt repayment to project
lenders  involved in new energy technology like wind energy. Mr. Cook gained his
experience  in  new  project  finance when he was the Pacific Regional Manger of
Special  Risk  Property  and  Machinery  Department  for 10 years at Continental
Insurance Company. Mr. Cook managed a staff which included professional division
managers  and 5 satellite offices. He also served 3 years as an Executive at the
Special  Risk  Energy Technical Department of the Energy and Utility Division of
CIGNA  Corporation.  Mr.  Cook  was  involved  in  the  development of financial
methods  for  new projects for several energy companies including Ormat, Mission
Energy,  TOSCO,  PG&E,  SMUD,  Colorado Public Service, LUZ Solar, and many wind
projects.  Mr.  Cook's method of mitigating risk includes weather risk insurance
coverage  including  the  lack of good wind. With proper documentation generated
lay  project  due  diligence  and local public data, financial guarantees of the
course  of  nature  is  available.

     THOMAS ANDRELLOS serves as Consulting Director of Business Planning to  the
Company.  Mr.  Andrellos  has over 20 years experience in the areas of materials
management,  purchasing,  and  business  planning  for  various  companies.  Mr.
Andrellos  has  lead  the  start-up efforts of a high volume, process intensive,
manufacturing division that expanded into multiple sites in the United Sates and
Far  East  and has managed a cost center budget of over $60 million in inventory
spending  and  $100  million in capital equipment purchases. Mr. Andrellos' past
experience  includes  employment  as new product manager, planning and logistics
manager,  plants  materials  manager,  and  inventory  planning  supervisor. Mr.
Andrellos  has  received  many  awards  in  the  areas  of leadership, inventory
reduction,  program  management,  and  employee  values.

     THOMAS  R.  DILL serves as Consulting Director of Corporate Services to the
Company.  Mr.  Dill  has over 25 years of manufacturing, industrial engineering,
real estate, and facilities management experience. Most recently Mr. Dill served
as  the  Director  of  Real  Estate  and  Facilities for MKE-Quantum Corporation
whereby he was responsible for the operations of three different facilities with
operations  in  the United States and Indonesia. Prior thereto, Mr. Dill spent 9
years  as  Director  of  Real  Estate  and  Corporate Planning for two high tech
companies.  From 1975 until 1990, he worked as an industrial engineering manager
in the semiconductor industry and printed circuit boards. His project management
responsibilities  included the construction of a $20 million class 1, clean room
facility  for  semiconductor  manufacturing,  a  $35  million  office  building
expansion  and a $6 million loading dock and chemical storage facility. Mr. Dill
is  a  licensed  Real  Estate  Broker and Massachusetts Construction Supervisor.

     PETER  W.  WALLIS  serves as the Consulting Electric Utility Sales Manager.
Mr.  Wallis  has coordinated utility RFP bids for projects totaling more than $1
billion.  He  prepared  projects  for  approval by the Board of Directors of New
England  Electric  Systems.  Among  his  activities, he coordinated the sale and
contract  negotiation  of over $150 million of energy conservation services. Mr.
Wallis  also  served  as Director of Project Development of the Northeast region


                                       16
<PAGE>
for over $1 billion worth of electricity sales coordinated under utility bidding
procedures  of  four 20 megawatt proposals. Mr. Wallis also coordinated bids for
New England Electric Systems resulting in ten conservation and four cogeneration
proposals  selected  for  projects  selling  over  $200  million of electricity.

     ADRIAN  PRICE  serves  as  the Company's principal mechanical engineer on a
part-time  basis.  Mr.  Price  has approximately 18 years of experience in vital
areas  of  wind turbine design  including the specification, design, and testing
of  rotating  mechanical  equipment. Mr. Price will act as the Company's Project
Engineer  and  coordinate  its  overall  projects.  Mr.  Price has experience in
managing  multimillion  dollar  engineering  project  rotating  machinery  and
equipment.  Mr. Price worked for Vertatec for 7 years on rotating machinery used
in  manufacturing  and  acquired  valuable  skills  when he worked at Mount Hope
Machinery.  He  has  the  analytical  experience to work with both designers and
engineers with experience in structural and dynamic analysis. Mr. Price also has
4  years  of  experience  at  Bird  Machine  with high speed rotating machinery.

     JODI A VIZZO has served as a director of the Company since the inception of
the Company. She also is currently  employed as a Corporate Administrator for RR
Corporation  in  Shrewsbury,  Massachusetts.

     ALLISON  GRAY  has served as a director of the Company since January, 2001.
She also is currently employed as a Corporate Administrator for RIGR Corporation
in  Shrewsbury,  Massachusetts.  Allison  Gray  is the sister-in-law of Jonathan
Ricker,  the  Company's  Chairman  and  Chief  Executive  Officer.

Item  10.   Executive  Compensation.

     The  Company does not have an incentive plan or profit sharing plan for its
employees,  officers  or  directors.  Mr.  Ricker, the Company's Chief Executive
Officer,  received cash compensation in the amount of $26,000 during fiscal year
2000.

Compliance  with  Section  16(A)  of  the  Securities  Exchange  Act

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's  officers  and  directors, and persons who own more than 10% of a
registered  class  of  the  Company's  equity  securities,  to  file  reports of
ownership  and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required by regulation
to  furnish  the  Company with copies of all Section 16(a) forms that they file.
The  Company  believes  that,  during  the year ended April 30, 2001, all filing
requirements  applicable  to  its  officers,  directors  and  greater  than  10%
beneficial  owners  were  complied  with.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.

     The  following  table sets forth information, as of July 20, 2001, relating
to  the  beneficial  ownership  of  the common stock by all persons known by the
Company  to  beneficially  own  more than 5% of the outstanding shares of common


                                       17
<PAGE>
stock  of  the Company. No director, director nominee or executive officer other
than  Mr.  Ricker  owns  any  shares  of  the  common capital stock . There were
2,003,683  shares  issued  and  outstanding  as  of  July 20, 2001.


                                       18
<PAGE>
<TABLE>
<CAPTION>
Title of Class               Name and Address               Amount and Nature  Percent of Class
                             Of Beneficial Owner            of Ownership
<S>                          <C>                            <C>                <C>

Common Stock                 Jonathan Ricker                        1,800,000                90%
                             11 Maple Avenue
                             Shrewsbury, MA 01545

Common Stock                 Allison Gray                                 200                 *
                             11 Maple Avenue
                             Shrewsbury, MA 01545

Common Stock                 Jodi A. Vizzo                                223                 *
                             11 Maple Avenue
                             Shrewsbury, MA 01545

Common Stock                 All officers and directors as          1,800,423                90%
                             a group(3 persons)
</TABLE>
*Less  than  1%  of  the  issued  and outstanding shares of common capital stock

Item  12.  Certain  Relationships  and  Related  Transactions.

     The  Company  entered  into  a  Licensing  Agreement  in  June of 2000 with
Jonathan Ricker, the Chairman and Chief Executive Officer of the Company whereby
Mr. Ricker granted to the Company a license to use certain technology related to
wind  energy  within a defined geographic area. The technology being licensed is
covered  by  8  applications  for  United  States  Letter  Patent in the name of
Jonathan  Ricker.  In exchange for this license, the Company must pay Mr. Ricker
2%  of Net Sales, as that term is defined in the License Agreement, for the life
of  the  patent  of  each  product  used  by the Company.  The MAT Technology is
covered  by  this  License  Agreement.

                                     PART IV

Item  13.  Exhibits  and  Reports  on  Form  8-K.

(a)  Financial  Statements

     See  list  of  Financial  Statements  on  F-1

(b)  Exhibits

     See  Exhibit  Index  following  the  signature  page  of  this  report.

(C)  Reports  on  Form  8-K.


                                       19
<PAGE>
     There  were  no  reports on Form 8-K filed by the Company during the fourth
quarter  of  fiscal  year  2000.


     In  accordance  with  the  requirements  of  Section  13  and  15(d) of the
Securities  Exchange  Act of 1934, the Company has duly caused this report to be
signed  on  its  behalf by the undersigned, thereunto duly authorized on October
18,  2001.


                              MASS  MEGAWATTS  POWER,  INC.

                              By:  /s/ Jonathan  C.  Ricker
                                 -----------------------------------------------
                                 Jonathan C. Ricker, Chief Executive Officer and
                                 Director


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
in  the  capacity  and  on  the  dates  indicated.


Signature/Name                      Title                        Date
--------------                      -----                        ----

 /s/  Jonathan  C.  Ricker    Chief  Executive Officer       October 18, 2001
--------------------------    Chief  Financial  Officer,
Jonathan  C.  Ricker          Director


 /s/  Allison  Gray           Director                       October 18, 2001
-------------------
Allison  Gray


 /s/  Jodi  A.  Vizzo         Director                       October 18, 2001
---------------------
Jodi  A.  Vizzo


                                       20
<PAGE>
                              FINANCIAL STATEMENTS

                           MASS MEGAWATTS POWER, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                 Years Ended April 30, 2001 and 2000 and Period
               May 27, 1997 (Date of Inception) to April 30, 2001

                          Independent Auditors' Report




                                       F-1
<PAGE>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                              Financial Statements

                 Years Ended April 30, 2001 and 2000 and Period
               May 27, 1997 (Date of Inception) to April 30, 2001




                                    CONTENTS


Independent  Auditors'  Report  on  Financial  Statements . . . . . . . . . . .1

Financial  Statements:

     Balance  Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     Statements  of  Operations . . . . . . . . . . . . . . . . . . . . . . . .3
     Statements  of  Changes  in  Stockholders'  Equity . . . . . . . . . . .4-5
     Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . . . . . . .6
     Notes  to  Financial  Statements. . . . . . . . . . . . . . . . . . . .7-10


                                       F-2
<PAGE>
                          Independent Auditors' Report



Board  of  Directors
Mass Megawatts Power, Inc.
Shrewsbury,  Massachusetts


We  have audited the accompanying balance sheet of Mass Megawatts Power, Inc. (a
development stage enterprise) as of April 30, 2001 and the related statements of
operations,  changes  in  stockholders' equity, and cash flows for the year then
ended  and the period May 27, 1997 (date of inception) to April 30, 2001.  These
financial  statements are the responsibility of the management of Mass Megawatts
Power,  Inc.  Our  responsibility  is  to  express an opinion on these financial
statements  based  on  our  audit.  The  financial  statements of Mass Megawatts
Power,  Inc.  for  the  year ended April 30, 2000 were audited by other auditors
whose  report  dated  May  16,  2000  expressed  an unqualified opinion on those
statements.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  These  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Mass Megawatts Power, Inc. as
of  April  30, 2001 and the results of its operations and its cash flows for the
year  then  ended  and  the period May 27, 1997 (date of inception) to April 30,
2001  in  conformity  with  accounting principles general accepted in the United
States  of  America.

The accompanying financial statements have been prepared assuming Mass Megawatts
Power,  Inc.  (a development stage enterprise) will continue as a going concern.
As  discussed  in  Note  2 to the financial statements, the Company has suffered
recurring losses from operations and negative cash flows from operations.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plans regarding those matters are also described in
Note  2.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.




Pender  Newkirk  &  Company
Certified  Public  Accountants
Tampa,  Florida
August  8,  2001


                                       F-3
<PAGE>

                      O'CONNOR, MALONEY & COMPANY, P.C.
                               Certified Public Accountants
                                 446 MAIN STREET
                  WORCESTER. MASSACHUSETTS O1608-2370
                 Telephone 508-757-6391 Telecopier 508.797.9307



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------



                                                May 16, 2000



The  Board  of  Directors
Mass  Megawatts,  Inc.


     We  have  audited the accompanying balance sheet of Mass Megawatts, Inc. (a
development  stage  company) as of April 30, 2000, and the related statements of
income  and  of  cash  flows for the year then ended, and for the period May 27,
1997  (date  of  inception) through April 30, 2000, and the related statement of
stockholders'  equity  for  the  period May 27, 1997 (date of inception) through
April  30,  2000.  These  financial  statements  are  the  responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audit.

     We  conducted  our  audit  in  accordance  with generally accepted auditing
standards.  Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

     In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Mass Megawatts, Inc. as of
April  30,  2000,  and  the  results  of  its  operations,  the  changes  in its
stockholders  equity  and  its  cash  flows for the year then ended, and for the
period  May  27,  1997  through  April  30,  2000,  in conformity with generally
accepted  accounting  principles.


                                        /S/  O,CONNOR, MALONEY & COMPANY PC.

                                        Certified  Public  Accountants



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

                                  Balance Sheet

                                 April 30, 2001




ASSETS
Cash                                                        $  40,387

Equipment, net of accumulated depreciation                     15,677
                                                            ----------


                                                            $  56,064
                                                            ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                                   $  33,480
                                                            ----------

Stockholders' equity:
  Common stock; no par value; 2,200,000 shares authorized;
    1,924,303 shares issued and outstanding                   283,426
  Deficit accumulated during development stage               (260,842)
                                                            ----------
Total stockholders' equity                                     22,584
                                                            ----------


                                                            $  56,064
                                                            ==========

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


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

                            Statements of Operations

                                                                      May  27,
                                                                    1997  (Date
                                        Year  Ended  April  30,    of  Inception)
                                   ------------------------------  to  April  30,
                                        2001            2000            2001
                                   --------------  --------------  --------------
<S>                                <C>             <C>             <C>
Revenues:
  Other income                     $       1,962   $          63   $       2,025
                                   --------------  --------------  --------------

Expenses:
  Operating costs and expenses           249,750           8,205         261,444
  Depreciation                             1,423                           1,423
                                   --------------  --------------  --------------
                                         251,173           8,205         262,867
                                   --------------  --------------  --------------

Net loss                           $    (249,211)  $      (8,142)  $    (260,842)
                                   ==============  ==============  ==============

Net loss per share                 $        (.13)  $        (.01)  $        (.14)
                                   ==============  ==============  ==============

Weighted average number of common
  shares                               1,859,933       1,801,262       1,815,643
                                   ==============  ==============  ==============
</TABLE>

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


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

                  Statements of Changes in Stockholders' Equity

           For the Period May 27, 1997 (Date of Inception) to April 30, 2001


                                                              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
  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 financial statements.


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

                  Statements of Changes in Stockholders' Equity

           For the Period May 27, 1997 (Date of Inception) to April 30, 2001


                                                             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)*               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
                              ============  =============  =============  ============
</TABLE>

*Common stock issued at $2.25 per share.

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


                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                            Statements of Cash Flows

                                                                                May  27,
                                                                              1997  (Date
                                                 Year  Ended  April  30,     of  Inception)
                                             ------------------------------  to  April  30,
                                                  2001            2000           2001
                                             --------------  --------------  --------------
<S>                                          <C>             <C>             <C>
OPERATING ACTIVITIES
  Net loss                                   $    (249,211)  $      (8,142)  $    (260,842)
                                             --------------  --------------  --------------
  Issuance of common stock in exchange for
    services and operating expenses                 17,618                          21,362
  Depreciation                                       1,423                           1,423
  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Decrease in other receivables                                    711
      Increase (decrease) in:
        Accounts payable                            33,118             362          33,480
        Accrued expenses                              (456)
                                             --------------  --------------  --------------
  Total adjustments                                 51,703           1,073          56,265
                                             --------------  --------------  --------------
  Net cash used by operating activities           (197,508)         (7,069)       (204,577)

FINANCING ACTIVITIES
  Proceeds from issuance of common stock           154,514          90,450         244,964
                                             --------------  --------------  --------------

NET (DECREASE) INCREASE IN CASH                    (42,994)         83,381          40,387

CASH AT BEGINNING OF YEAR                           83,381
                                             --------------  --------------  --------------

CASH AT END OF YEAR                          $      40,387   $      83,381   $      40,387
                                             ==============  ==============  ==============

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.


                                       F-8
<PAGE>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                     Years Ended April 30, 2001 and 2000 and
            Period May 27, 1997 (Date of Inception) to April 30, 2001



1.   BACKGROUND  INFORMATION

Mass  Megawatts  Power,  Inc.  (the "Company"), a Massachusetts corporation, was
incorporated  on May 27, 1997.  The Company changed its name in January 2001 and
has  been  in  its  development  stage  since  its incorporation.  The Company's
principal  line  of  business is to develop its prototype wind energy production
equipment  and  locate  and  adapt suitable operating facilities.  It intends to
build,  patent,  and  operate  wind  energy  generated  power  plants  utilizing
proprietary  MultiAxis  Turbine  technology.  The  Company  expects  to sell the
generated  electricity  to  the  power  commodity  exchange  on the open market,
initially  in  California.  The corporate headquarters is located in Shrewsbury,
Massachusetts.


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 $261,000 and
negative cash flows from operations of approximately $198,000 for the year ended
April 30, 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 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.


3.   SIGNIFICANT  ACCOUNTING  POLICIES

The significant accounting policies followed are:

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date  of  the  financial  statements and the reported
     amounts  of  revenues  and  expenses  during  the  reporting period. Actual
     results  could  differ  from  those  estimates.


                                       F-9
<PAGE>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                     Years Ended April 30, 2001 and 2000 and
            Period May 27, 1997 (Date of Inception) to April 30, 2001



3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Equipment  is  recorded  at  cost.  Depreciation  is  calculated  using the
     straight-line  method  over the estimated useful lives of the assets, which
     is  five  years.  Maintenance  and  repairs  are charged to operations when
     incurred.  Betterments and renewals are capitalized. When equipment is sold
     or  otherwise  disposed  of,  the  asset  account  and  related accumulated
     depreciation  account  are  relieved,  and  any gain or loss is included in
     operations.

     The  Company  follows Statement of Financial Accounting Standards Board No.
     121 (SFAS No. 121), "Accounting for the Impairment of Long-Lived Assets and
     for  Long-Lived  Assets  to  be  Disposed  Of."  SFAS No. 121 requires that
     long-lived  assets and certain identifiable intangibles to be held and used
     by  an  entity  be  reviewed  for  impairment whenever events or changes in
     circumstances  indicate that the carrying amount of these assets may not be
     recoverable.  In  performing  the  review  of  recoverability,  the Company
     estimates  the  future  undiscounted cash flows that are expected to result
     from  the  use of the assets and their eventual disposition. Because events
     and  circumstances  frequently do not occur as expected, there will usually
     be  differences  between  the estimated and actual future undiscounted cash
     flows,  and these differences may be material. If an asset is determined to
     be  impaired,  the Company recognizes a loss for the difference between the
     carrying  amount  and  the  fair  value of the asset. The fair value of the
     asset  is  measured using quoted market prices or, in the absence of quoted
     market  prices,  fair value is based on an estimate of discounted cash flow
     analysis.  During  the  periods  presented, the Company determined that its
     long-lived  assets  were  not  impaired.

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

     Advertising  costs  are  charged  to  operations when the advertising first
     takes  place.  The costs of direct-response advertising are capitalized and
     amortized  over  the period during which future benefits are expected to be
     received.  Advertising  expense  for  2001  and  2000  were $17,752 and $0,
     respectively.


                                      F-10
<PAGE>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                     Years Ended April 30, 2001 and 2000 and
            Period May 27, 1997 (Date of Inception) to April 30, 2001



3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Research  and development costs are charged to operations when incurred and
     are included in operating expenses. The amounts charged for the years ended
     April  30, 2001 and 2000 and the period May 27, 1997 (date of inception) to
     April  30,  2001  amounted  to  $44,579,  $0,  and  $44,579,  respectively.

     Loss per share has been calculated by dividing the net loss for each period
     by  the  weighted  average  number  of  common  shares  outstanding.


4.   EQUIPMENT

Equipment  as  of  April  30,  2001  consists  of:

     Vehicle                              $     14,625
     Computer  equipment                         2,475
                                          ------------
                                                17,100
     Less  accumulated  depreciation             1,423
                                          ------------
                                          $     15,677
                                          ============

5.   INCOME  TAXES

The  Company  has net operating loss carryforwards of $260,842 at April 30, 2001
that  expire  in  2020  through  2022.

A  valuation  allowance  is required by Financial Accounting Standards Board No.
109  if,  based  on the weight of available evidence, it is more likely than not
that  some  portion or all of the deferred tax assets will not be realized.  The
need for the valuation allowance is evaluated periodically by management.  Based
on  available  evidence,  management  concluded that valuation allowances of 100
percent  for  April 30, 2001 and 2000 were necessary.  Significant components of
the  Company's  net  deferred  tax  assets  are  as  follows:

                                              2001          2000
                                          ------------  ------------
     Tax benefit of net operating  loss   $    113,466  $      1,745
     Less  valuation  allowance                113,466         1,745
                                          ------------  ------------
                                          $          0  $          0
                                          ============  ============


                                      F-11
<PAGE>
                           Mass Megawatts Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                     Years Ended April 30, 2001 and 2000 and
            Period May 27, 1997 (Date of Inception) to April 30, 2001



5.   INCOME  TAXES  (CONTINUED)

The  valuation allowance increased by $111,721 and $1,222 during the years ended
April  30,  2001  and  2000,  respectively.


6.   LICENSING  RIGHTS

The  Company  has  been granted an exclusive license to market, within a limited
territory,  the  MultiAxis  Turbosystem  (MAT)  and  any  associated  technology
relative  to  wind  velocity  augmentation for the life of any patent related to
same.  The  limited territory is defined as Massachusetts, New York, New Jersey,
Pennsylvania, California, Illinois, Kansas, Michigan, Minnesota, Nebraska, North
Dakota,  South  Dakota,  Texas, Vermont, Washington, and Wisconsin.  The grantee
and  patent holder is Windstorm International of Putnam, Connecticut.  Windstorm
International  has  patent  rights  on  MAT  and  wind  augmentation technology.


                                      F-12
<PAGE>
Exhibit.      Description for Form 10-KSB (for fiscal year ended April 30, 2000)
  No.

   3.1.        Articles  of Incorporation, filed as Exhibit 3-1 to the Company's
               Form  10-SB  and  incorporated  herein  by  reference.
   3.2.        Corporate  Bylaws,  filed  as  Exhibit  3-2 to the Company's Form
               10-SB  and  incorporated  herein  by  reference.
   3.3.        Amendment  to  Increase  Authorization of Shares of Common Stock,
               filed as Exhibit 3-4 to the Company's Form 10-SB and incorporated
               herein  by  reference.
   3.4.        Shareholders  Resolution  for  Increasing Capital Stock, filed as
               Exhibit  3-5  to the Company's Form 10-SB and incorporated herein
               by  reference.
   3.5.        Articles  of  Amendment  to Articles of Incorporation Relating to
               Name Change, filed as Exhibit 3-9 to the Company's Form 10-SB and
               incorporated  herein  by  reference.
**10.1.        License  Agreement  by  and between Jonathan Rickers and Mass
               Megawatts  Power,  Inc.
**16.1.        Letter  on  change  in  Certified  Accountant.

**  Filed  herewith.


                                       21
<PAGE>