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


                                 FORM 10-KSB/A
                               AMENDMENT NUMBER 1


               [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2002

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

                        Commission File Number 000-32465

                         MASS MEGAWATTS WIND POWER, INC.
                ------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


             Massachusetts                               04-2461059
     ------------------------------                ---------------------
    (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                Identification Number)

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

                                 (508) 751-5432
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


                           Common Stock, No Par Value


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
     ---         ---

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.

      X YES         NO
     ---         ---

The issuer had no operating revenues for the year ended April 30, 2002.


<PAGE>
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant, based on the closing sale price of the Common
Stock on April 30, 2002, was approximately $2,465,991, based on price of the
shares sold to the non-affiliates.  The number of shares held by non-affiliates
was 455,495.  Shares of Common Stock held by each officer and director and by
each person who owns five percent or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.  The number of shares of no par value common stock
outstanding as of July 25, 2002 was 2,165,332.


<PAGE>
                         MASS MEGAWATTS WIND POWER, INC.


                                    CONTENTS



Part I
------

     Item 1.     Description of Business

     Item 2.     Properties

     Item 3.     Legal Proceedings

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


Part II
-------

     Item 5.     Market for the Registrant's Common Equity and Related
                 Stockholders Matters

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

     Item 7.     Financial Statements

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


Part III
--------

     Item 9.     Directors and Executive Officers of the Registrant

     Item 10.    Executive Compensation

     Item 11.    Security Ownership of Certain Beneficial Owners and Management

     Item 12.    Certain Relationships and Related Transactions


Part IV
-------

     Item 13.    Exhibits, Consolidated Financial Statements, Schedules and
                 Reports on Form 8-K

Signatures


<PAGE>
     Forward Looking Statements

     This financial report may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Sections 21E of the
Securities Exchange Act of 1934, and are subject to the safe harbor created by
those sections. Such forward-looking statements, particularly as related to the
business plans of the Company, expectations of strategic relationships, business
opportunities related to wind energy, and the Company's ability to gain market
share, the size of the market, the ability of the Company to develop new
technologies, the ability of the Company to compete effectively in the
marketplace, and the future product opportunities of the Company are based on
current expectations that involve a number of risks and uncertainties. Actual
results may differ materially from the Company's expectations and estimates.


     Cautionary Statement

     This Registration Statement may contain forward-looking statements that
involve risks and uncertainties, including but not limited to the Company's
ability to produce a cost- effective wind energy conversion device. Among the
important factors that could cause actual events to differ materially from those
indicated by forward-looking statements in this registration statement are the
failure of the Company to achieve or maintain necessary zoning approvals with
respect to the location of its MAT power developments; to successfully produce
the MAT on time and remaining competitive; the inability of the Company to sell
its current turbines offered for sale or any future sale, if needed, to finance
the marketing and sales of its electricity; general economic conditions; as well
as those risk factors detailed in the periodic reports filed by the company.


ITEM 1.     DESCRIPTION OF BUSINESS

(a)  General Development of Business

     Mass Megawatts Wind 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.  Mass Megawatts
Power, Inc. changed its name again this year on February 27, 2002 to Mass
Megawatts Wind Power, Inc.

     There has been no bankruptcy, receivership, or proceeding in the Company's
history.  No event 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.

     COMPANY SUMMARY
     Mass Megawatts will build and operate wind energy power plants and will
sell the electricity to the electric power exchange. The Company's technology
will compete effectively in the near term with new fossil fuel fired generating
facilities.  The Company's patented MultiAxis Turbosystem (MAT) technology
(multiple patents pending) will establish constantly renewable,


<PAGE>
clean, cost-competitive wind energy as a major factor in the production of
electric power worldwide.  Based on MAT's performance, the Company's proposed
1,000 megawatt wind farm is expected to produce power at a cost of 2.4 per kWh.
Projections anticipate the sale of electricity to the Pacific Power Exchange at
the conservative price of 3 per kWh.  If Mass Megawatts chooses to work through
power brokers, the potential exists to sell the environmental correct "green"
power for as much as 6.5 per kWh.

     LICENSING RIGHTS
     Mass Megawatts 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.

     THE PRODUCT
     The Company's leading product is the MultiAxis Turbosystem (MAT). 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 feet high x 80 feet long and 40 feet wide, elevated 50 feet 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 eight, 4 feet wide x 18 feet 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
increase, 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. 2 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.


<PAGE>
     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.

     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.

     BRIEF TECHNICAL OVERVIEW OF PRODUCT ADVANTAGES
     Traditionally, wind turbines were supported by a single tower and in many
cases with guy wires. That lead 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 materials. 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 require 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 providing more solid blades, which help, resolve cyclical stress
advantages include providing 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 supports that are also easier to
construct. An advantage of the roof


<PAGE>
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
     In the year 2002, $4 billion was invested in new wind turbines worldwide.
Wind energy is the least expensive, fastest growing segment of the $650 billion
annual world electricity market, which experienced a 30% annual growth rate for
the past five years with a 35% growth rate last year in 2001. 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 potential capacity is worth $11billion to $14
billion per year.

     The Company's primary targeted market is currently worth $2 billion based
on projects planned for the new two years. According to the National Renewable
Energy Laboratory, proposed windfarms in Mass Megawatts' licensed territory have
a potential value of $100 billion within the next 20 years.

     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 cents 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 using two approaches to
take advantage of the growing public preference for renewable energy by
initiating two approaches. 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.


<PAGE>
     COMPETITIVE COMPARISON
     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 just a small increase in
market share.

     The current status in wind energy economics compared with alternate energy
sources is shown in Figure 1. 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.

FIG. 1
Fuel Source        Cost/kWh     Market Share
--------------  --------------  -------------

Coal                   4.0             50.0%
Nuclear               15.0             20.0%
Natural Gas            3.5             10.0%
Petroleum              5.0              3.0%
Hydroelectric          4.5 *           12.0%
Wind (pre MAT)         4.5 **           0.25%
Solar                 10.0              0.5%
Diesel          7.0 - 40.0 ***          0.5%
Biomass                8.0              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. However,
certain custom-made 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.

     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.


<PAGE>
     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; generator rather than gearbox.

     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
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 construct expensive new transmission
capacity. In many regions, utilities are required to provide electric


<PAGE>
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, well-capitalized 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.

     As previously stated, wind energy is booming and it is the fastest growing
source of energy worldwide for three consecutive years according to the National
Renewable Energy Laboratory in Boulder, Colorado. Energy companies such as
British Petroleum, regarded for their forward thinking management, see
opportunities in wind power development. Over $1.5 billion in worldwide sales of
wind power plants has been achieved in both 1996 and 1997. The total world
investment in wind power projects is more than $8.5 billion. Following are just
a few of the companies involved in wind power, and they represent the largest
wind turbine manufactures in the world.

     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 totaling nearly 400 megawatts ($500 million). The 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.


<PAGE>
     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 the site 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.

     MAIN COMPETITORS
     Mass Megawatts is claiming its stake in the growing electric power
industry. The Company identifies competition in terms of specific products which
fill the same needs as our products. Primary competitors are:

     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 Wind Power, Inc. does not have any operations in foreign
companies or export sales in the fiscal year ending April 30,2002.


<PAGE>
ITEM 2.     PROPERTIES

     Mass Megawatts Wind Power, Inc. does not own any properties. The Company'
administrative offices are in Worcester, Massachusetts and Shrewsbury,
Massachusetts. A wind tunnel facility was built by Mass Megawatts Power, Inc. on
property leased by the Company in Worcester, Massachusetts.  In Charlton,
Massachusetts, a field test facility is located on top of a hill where Mass
Megawatts has developed a prototype. The start of construction for pilot project
for a much larger version should begin before the end of Year 2002.


ITEM 3.     LEGAL PROCEEDINGS

     None


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted for a vote to the security holders through
the solicitation of proxies or otherwise.


<PAGE>
                                     PART II
                                     -------

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
          RELATELD STOCKHOLDER MATTERS

     On November 12, 2001, Mass Megawatts was approved by the NASD for listing
on the Over the Counter Bulletin Board.  We also issued 8,500 shares of
restricted common stock for services rendered by employees.  In November and
December 2001, 40,490 shares of common stock were sold at $5 a share in a Rule
505 of Regulation D private placement offering.  A few months later in March and
April 2002, another 41,548 shares of common stock were sold with another Rule
505 of Regulation D private placement offering at $4 per share. There are
approximately 250 shareholders in Mass Megawatts Wind Power, Inc. as of April
30, 2002.

     In the years 2000 and 2001, Mass Megawatts sold 195,183 shares in two 504
Regulation D public stock offering at $2.25 per share raising a total of
$439,162. The CUSIP number of Mass Megawatts Inc. with its Regulation D stock
offerings is 575416102. Mass Megawatts had its Form 10SB registration statement
filed on March 20,2001 cleared by the Securities and Exchange Commission . The
Form 10SB was made effective on May 20,2001. Mass Megawatts Power, Inc. is also
a fully reporting company. A Company on the OTC Bulletin Board must file
quarterly unaudited reports (10Qs) and audited annual reports (10Ks) and
statements of material changes (8Ks) in order to remain eligible for trading on
the OTC Bulletin Board.

     Specifically, Mass Megawatts had two Small Company Offering Registration
(SCOR) stock offerings. The Company registered in the State of Massachusetts and
is exempt from registration with the Securities and Exchange Commission under
Rule 504 of Regulation D. The Company also secured a Standard and Poors listing
in order to facilitate a manual Blue Sky Exemption for secondary trading in most
states.

     The  SCOR program  permits the sale of securities to an unlimited number of
investors, accredited or unaccredited. SCOR stock sold under a SCOR offering can
be freely traded in the secondary market, making the investment more liquid and
thereby appealing to investors.

     The SCOR form is known as a U-7 form. The SEC had adopted the U-7 form for
two other types of offering. One is a Regulation A offering for non-reporting
companies in order to raise up to $5 million and the other is a SB-1 offering,
used as a transitional offering designed to be used to put a company on a
exchange. A SB-1 offering permits a company to raise $10 million, but has to
make periodic financial reports to the Securities and Exchange Commission.

     Dividend Policy
     ---------------
     The Company does not anticipate that it will pay cash dividends or
distributions in the foreseeable future. In the past, Mass Megawatts had never
declared any cash dividends or made any distributions. The Company plans to
retain its earning in order to help finance the growing operations.

     As of July 25, 2002, there were approximately 250 shareholders of Common
Stock. There were 2,165,332 common shares issued and outstanding. The Company
has 2,200,000 common shares authorized. All the shares have equal rights with
respect to voting, liquidation, and dividend rights. Of the Company's total
outstanding shares, approximately 200,627 shares may be sold, transferred or
otherwise traded in the public market without restrictions, unless held by an
affiliate or controlling shareholder of the Company. None of the free trading
shares are held by an affiliate.


<PAGE>
ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN
          OF OPERATION

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

Mass Megawatts 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 2002 and
beyond to differ materially from those expressed in any forward-looking
statements made by, or on behalf of the Company.

The Company has not had revenues from operations since its inception, but
anticipates raising funds in the near future.  Specifically, the Company plans
to file a private placement memorandum under the Securities Act of 1933 under
Regulation D, Rule 506, selling shares of its common stock to raise up to
$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 12 months following April 30, 2002.  Although no assurance can be
given, the Company expects to raise $200,000 from the private placement offering
and, with those funds, expects to be able to fund its operations for an
additional 12 months.  Without the additional equity investors, there is
substantial doubt about the Company's ability to continue as a going concern.

The Company shows a loss for the years ended April 30, 2002 and 2001 and the
period May 27, 1999 (date of inception) to April 30, 2002.  The losses are
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.


<PAGE>
The Company has only three 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.

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.


<PAGE>
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 April 30, 2002, the Company had three employees, two 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.


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


<PAGE>
brokers include All Energy, Green Mountain Resources, and Energy Vision.
Electricity choice, which helps negotiate consumer electric sales, is another
marketing resource for the Company's products.  The Company 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>
ITEM 7.     FINANCIAL STATEMENTS



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

                              Financial Statements

                     Years Ended April 30, 2002 and 2001 and
            Period May 27, 1997 (Date of Inception) to April 30, 2002




                                    CONTENTS
                                    --------


Financial  Statements:

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

  Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
  Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . .     3
  Statements of Changes in Stockholders' Equity. . . . . . . . . . . . . .   4-7
  Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .     8
  Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .  9-12


<PAGE>
                          Independent Auditors' Report



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


We  have  audited  the  accompanying balance sheet of Mass Megawatts Wind Power,
Inc.  (a  development  stage  enterprise)  as  of April 30, 2002 and the related
statements  of  operations,  changes in stockholders' equity, and cash flows for
the  years  ended  April  30, 2002 and 2001 and the period May 27, 1997 (date of
inception) to April 30, 2002.  These financial statements are the responsibility
of  the  management of Mass Megawatts Wind Power, Inc.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  These  standards require that we plan and
perform  the  audits  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  audits  provide  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 Wind Power, Inc.
(a  development  stage  enterprise)  as of April 30, 2002 and the results of its
operations  and  its  cash flows for the years ended April 30, 2002 and 2001 and
the period May 27, 1997 (date of inception) to April 30, 2002 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The accompanying financial statements have been prepared assuming Mass Megawatts
Wind  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
July  10,  2002


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

                                  Balance Sheet

                                 April 30, 2002


ASSETS
Current assets:
  Cash                                                              $    47,633
  Deposits                                                                1,500
                                                                    ------------
Total current assets                                                     49,133

Equipment, net of accumulated depreciation                               12,257
                                                                    ------------


                                                                    $    61,390
                                                                    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                                           $    28,646
                                                                    ------------

Stockholders' equity:
  Common stock; no par value; 2,200,000 shares authorized;
    2,158,178 shares issued and outstanding                           1,089,674
  Deficit accumulated during development stage                       (1,056,930)
                                                                    ------------
Total stockholders' equity                                               32,744
                                                                    ------------


                                                                    $    61,390
                                                                    ============


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


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

                            Statements of Operations


                                                             May 27,
                                                           1997 (Date
                                   Year Ended April 30,   of Inception)
                                ------------------------  to April 30,
                                   2002         2001          2002
                                -----------  -----------  ------------
Revenues:
  Other income                  $    1,229   $    1,962   $     3,254
                                -----------  -----------  ------------

Expenses:
  Operating costs and expenses     793,897      249,750     1,055,341
  Depreciation                       3,420        1,423         4,843
                                -----------  -----------  ------------
                                   797,317      251,173     1,060,184
                                -----------  -----------  ------------


Net loss                        $ (796,088)  $ (249,211)  $(1,056,930)
                                ===========  ===========  ============


Net loss per share              $    (.039)  $    (.013)  $     (.057)
                                ===========  ===========  ============


Weighted average number of
  common shares                  2,040,825    1,859,933     1,861,418
                                ===========  ===========  ============


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


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

                  Statements of Changes in Stockholders' Equity

        For the Period May 27, 1997 (Date of Inception) to April 30, 2002


                                                       Deficit
                                                      Accumulated
                                  Common  Stock         During
                               --------------------   Development
                                 Shares     Amount       Stage       Total
                               ----------  --------  -------------  -------
Balance, May 27, 1997                  0   $     0   $          0   $     0

Issuance of common stock in
  settlement of a payable
  (June 1997)                  1,800,000     3,744                   3,744

Net loss for the period                                    (1,584)  (1,584)
                               ----------  --------  -------------  -------

Balance, April 30, 1998        1,800,000     3,744         (1,584)   2,160

Net loss for the year                                      (1,905)  (1,905)
                               ----------  --------  -------------  -------

Balance, April 30, 1999        1,800,000     3,744         (3,489)     255

Issuance of common stock for
  cash (April 2000)*              40,200    90,450                  90,450

Net loss for the year                                      (8,142)  (8,142)
                               ----------  --------  -------------  -------

Balance, April 30, 2000        1,840,200    94,194        (11,631)  82,563

Issuance of common stock for
  cash (October 2000)*             1,300     2,925                   2,925

Issuance of common stock for
  cash (November 2000)*           12,700    28,575                  28,575

Issuance of common stock for
  services (November 2000)*        3,843     8,647                   8,647


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


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

                  Statements of Changes in Stockholders' Equity

        For the Period May 27, 1997 (Date of Inception) to April 30, 2002


                                                            Deficit
                                                           Accumulated
                                           Common Stock      During
                                           --------------  Development
                                           Shares  Amount     Stage     Total
                                           ------  ------  -----------  ------
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

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


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


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

                  Statements of Changes in Stockholders' Equity

        For the Period May 27, 1997 (Date of Inception) to April 30, 2002


                                                           Deficit
                                                         Accumulated
                                        Common Stock       During
                                     ------------------  Development
                                      Shares    Amount      Stage        Total
                                     ---------  -------  ------------  ---------

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

Issuance of common stock for
  cash (May 2001)*                      54,903  123,532                 123,532

Issuance of common stock for
  services (May 2001)*                  15,014   33,782                  33,782

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

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

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

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

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

Issuance of common stock at
  $5.00 per share for cash
  (November 2001)                        1,800    9,000                   9,000


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


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

                  Statements of Changes in Stockholders' Equity

        For the Period May 27, 1997 (Date of Inception) to April 30, 2002


                                                          Deficit
                                                        Accumulated
                                     Common  Stock        During
                                 ---------------------  Development
                                  Shares      Amount       Stage        Total
                                 ---------  ----------  ------------  ----------
Issuance of common stock at
  $5.00 per share for cash
  (December 2001)                   38,690     193,450                  193,450

Issuance of common stock at
  $5.00 per share for services
  (December 2001)                      180         900                      900

Issuance of common stock at
  $4.00 per share for services
  (February 2002)                   25,486     101,944                  101,944

Issuance of common stock at
  $4.00 per share for services
  (March 2002)                       5,234      20,936                   20,936

Issuance of common stock at
  $4.00 per share for cash
  (March 2002)                      26,933     107,731                  107,731

Issuance of common stock at
  $4.00 per share for services
  (April 2002)                      10,700      42,800                   42,800

Issuance of common stock at
  $4.00 per share for cash
  (April 2002)                      14,615      58,611                   58,611

Net loss for the year                                      (796,088)   (796,088)
                                 ---------  ----------  ------------  ----------

Balance, April 30, 2002          2,158,178  $1,089,674  $(1,056,930)  $  32,744
                                 =========  ==========  ============  ==========

*Common stock issued at $2.25 per share.


The accompanying notes are an integral part of the financial statements.       7


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

                            Statements of Cash Flows

                                                                       May  27,
                                                                      1997 (Date
                                              Year Ended April 30,   of Inception)
                                             ----------------------  to April 30,
                                                2002        2001         2002
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(796,088)  $(249,211)  $(1,056,930)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses    226,819      17,618       248,181
      Depreciation                               3,420       1,423         4,843
      Decrease in other receivables
      Increase (decrease) in:
        Deposits                                (1,500)                   (1,500)
        Accounts payable                        (4,834)     33,118        28,646
        Accrued expenses                                      (456)
                                             ----------  ----------  ------------
  Total adjustments                            223,905      51,703       280,170
                                             ----------  ----------  ------------
  Net cash used by operating activities       (572,183)   (197,508)     (776,760)

FINANCING ACTIVITIES
  Proceeds from issuance of common stock       579,429     154,514       824,393
                                             ----------  ----------  ------------

NET INCREASE (DECREASE) IN CASH                  7,246     (42,994)       47,633

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

CASH AT END OF YEAR                          $  47,633   $  40,387   $    47,633
                                             ==========  ==========  ============

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.       8


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

                          Notes to Financial Statements

                     Years Ended April 30, 2002 and 2001 and
            Period May 27, 1997 (Date of Inception) to April 30, 2002



1.   BACKGROUND INFORMATION

Mass  Megawatts  Power,  Inc.  (the "Company"), a Massachusetts corporation, was
incorporated  as  Mass Megawatts, Inc. on May 27, 1997.  The Company changed its
name  in  January  2001  to  Mass  Megawatts  Power,  Inc.  and  has been in the
development  stage  since  its  incorporation.  The  Company changed its name on
February  27,  2002  to Mass Megawatts Wind Power, Inc.  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 $1,057,000 at
April 30, 2002 and negative cash flows from operations of approximately $572,000
for  the  year  ended  April  30,  2002.  Currently,  management  is  soliciting
additional  equity  investors to fund these losses; however, no assurance can be
given.  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.


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

                          Notes to Financial Statements

                     Years Ended April 30, 2002 and 2001 and
            Period May 27, 1997 (Date of Inception) to April 30, 2002



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.


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

                          Notes to Financial Statements

                     Years Ended April 30, 2002 and 2001 and
            Period May 27, 1997 (Date of Inception) to April 30, 2002



3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     In  October 2001, the Financial Accounting Standards Board issued Statement
     No.  144  (FASB  No.  144),  "Accounting  for the Impairment or Disposal of
     Long-Lived  Assets."  FASB  No.  144 addresses the financial accounting and
     reporting  for  the impairment of long-lived assets, excluding goodwill and
     intangible  assets,  to  be  held  and used or disposed of. FASB No. 144 is
     required  to be applied for fiscal years beginning after December 15, 2001.
     The  Company  is assessing, but has not yet determined, how the adoption of
     FASB  No. 144 will impact its financial position and results of operations.

     Advertising  costs  are  charged  to  operations when the advertising first
     takes  place.  Advertising  expense  for the years ended April 30, 2002 and
     2001 and the period May 27, 1997 (date of inception) to April 30, 2002 were
     $169,076,  $17,752,  and  $186,828,  respectively.  There  were  no  direct
     response  advertising  costs  incurred  during  the  periods  presented.

     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, 2002 and 2001 and the period May 27, 1997 (date of inception) to
     April  30,  2002 amounted to $184,246, $61,801, and $246,047, 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,  2002  consists  of:

     Vehicle                                                     $     14,625
     Computer  equipment                                                2,475
                                                                 ------------
                                                                       17,100
     Less accumulated depreciation                                      4,843
                                                                 ------------
                                                                 $     12,257
                                                                 ============


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

                          Notes to Financial Statements

                     Years Ended April 30, 2002 and 2001 and
            Period May 27, 1997 (Date of Inception) to April 30, 2002



5.   LEASES

The  Company  rents office space and a warehouse unit on a month-to-month basis.
The  total  rent  expense  for  the  years ended April 30, 2002 and 2001 and the
period  May 27, 1997 (date of inception) to April 30, 2002 were $15,545, $5,786,
and  $21,631,  respectively.


6.   INCOME TAXES

The Company has a net operating loss carryforward of approximately $1,057,000 at
April  30,  2002  that  expires in 2020 through 2023.  This loss gives rise to a
deferred  tax  asset  at  April  30,  2002  as  follows:

     Tax  benefit  of  net  operating  loss                      $    422,700
     Less  valuation  allowance                                       422,700
                                                                 ------------
                                                                 $          0
                                                                 ============

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 a valuation allowance of 100
percent  as  of  April  30,  2002  is  necessary.

The  valuation  allowance  increased  by  approximately $309,000 during the year
ended  April  30,  2002.


7.   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  for 2% of net sales of these products. 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.


                                                                              12
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
          ACCOUNTING  AND  FINANCIAL  DISCLOSURES

1.   Disagreements with Accountants on Accounting and Financial Disclosure:

          None

2.   Changes in Registrant's Certifying Accountants (as noted on Form 8-K filed
     on July 20, 2001).


     (a)  On July 16 2001, the Registrant engaged the accounting firm of Pender,
Newkirk & Company, CPAs, as independent accountants for the year ended April 30,
2001  to  replace O'Connor, Maloney, and Company, P.C., a C.P.A. firm in central
Massachusetts.  O'Connor, Maloney, and Company, P.C. was replaced to comply with
the  independence  issue  related  to requiring an independent audit for the 10K
Securities  and  Exchange Commission filing. The Registrant's Board of Directors
approved  the  selection  of  Pender,  Newkirk  and  Company,  CPAs  as  the new
independent  accountants upon the recommendation of the Registrant's management.
Management  has  not  consulted  with  Pender,  Newkirk  and Company CPAs on any
accounting,  auditing  or  reporting  matter.

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

     (c)  O'Connor,  Maloney,  and  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.

     (d)  The Registrant has provided O'Connor, Maloney, and Company P.C. with a
copy  of  this  disclosure and has requested that O'Connor, Maloney, and Company
P.C.  furnish  it  with  a letter addressed to the SEC stating whether it agreed
with  the  above  statements.

                           O'CONNER, MALONEY & COMPANY
                          Certified Public Accountants
              466 MAIN STREET, WORCESTER, MASSACHUSETTS 01608-2370
                 Telephone 508/757-6391 Telecopier 508/797-9307

DONALD F. O.  MALONEY, CPA
DONALD F. O.  MALONEY, JR., CPA
JOSEPH F. GRIMALDO, CPA
ARTHUR T. BORB, CPA
PAUL F. SCZEPANSKI, CPA
ANTHONY D. ROZEVICIUS, CPA
ROBERT V. MALONEY, CPA
ROBERT G. SOULAY, CPA
CAROL J. MALONEY, CPA


<PAGE>
                                  July 26, 2001

Securities and Exchange Commission Washington, D.C. 20549

Re:     Mass  Megawatts  Power,  Inc.
        11  Maple  Avenue
        Shrewsbury,  MA  01545
        Form  BK  Current  Report

To  Whom  It  May  Concern:

     We  have  reviewed the Form 8K Current Report of the above named registrant
dated  July  18,  2001.

     This  will  confirm  to  you that we agree with the statements made in that
report  and  in  particular that the reason for the change in our appointment as
independent  accountants  was  due  to  the  fact  that  a  partner in this firm
purchased  an  equity  position in Mass Megawatts giving rise to an independence
issue.

Very  truly  yours,


/s/  Donald  P.O.  Maloney
Donald  P.O.  Maloney

DFOM/mn
enclosure


<PAGE>
                                    PART III
                                    --------

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT


Chairman  and  Chief  Executive  Officer
Jonathan  Ricker
11  Maple  Avenue
Shrewsbury,  MA  01545

     For the past 20 years, Mr. Ricker has been involved 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
     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.

Education  (degrees,  schools,  and  dates)

1978  -  1982     Bentley  College     Bachelor  of  Science,  General  Business
                  Waltham,  MA         Associates Degree, Science of Accounting

1974  -  1978     Worcester  Academy  Liberal  Arts  Worcester,  MA


Chief  Operating  Officer
Thomas  D.  McBride
Deerfield  Circle
Shrewsbury,  MA01545

Mr. McBride was instrumental in improving several business operations over the
last 25 years. Tom 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. Tom improved cash f low
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, Tom 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 standard orders to
production. Tom 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, budgeting workloads, and other planning capabilities for operating
a company.

Education (degrees, schools, and dates)

MBA from University of Akron in 1978
BSME from University of Missouri in 1970


<PAGE>
Chief  Financial  Officer
Susan  Durnford
Old  Post  Road
Marlborogh,  MA  01752

Ms. Durnford served as Chief Financial Officer and Financial Analyst for
Littlewood Communications. Sue 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. Sue 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. Sue 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. Sue has developed and managed compensation, benefits, and
incentive programs for executives, sales staff and other employees in both large
and small companies. Sue achieved significant savings in benefit negotiations
and redesign of benefits programs, while enhancing the benefit to employees.

Education (degrees, schools, and dates):
BA degree from Michigan State University in 1973


Michael  A.  Cook,
Project  Finance  Manager

Mr. Cook has over 25 years of experience in the project finance in energy
industry including 15 year involved with wind energy. He faced the challenges of
renewable Technologies being experimental and lacking sufficient historical long
life data of traditional energy projects. His first wind energy finance package
was underwritten by Continental Insurance Company in 1984. Mike 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. Mike 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. Mike 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. Mike' method of mitigating risk
includes weather risk insurance coverage including the lack of good wind. With
proper documentation generated by project due diligence and local public data,
financial guarantees of the course of nature is available.


<PAGE>
Thomas  Andrellos,
Director  of  Business  Planning

Mr. Andrellos has over 20 years experience in the areas of Materials Management.
Purchasing, and Business Planning. Tom has lead the start-up efforts of a high
volume process intensive manufacturing division that expanded into multiple
sites in the United States and Far East. Directed the operational organization
in support of budget objectives, business goals, and customer delivery. Managed
a cost center budget of over $60 million in inventory spending and $100 million
in capital equipment purchases. Tom's past experience includes being a new
product manager, planning and logistics manager, plants materials manager, and
an inventory-planning supervisor. Mr. Andrellos received many awards in the
areas of leadership, inventory reduction, program management, and employee
values.


Thomas  M.  Dill,
Director  of  Corporate  Services

Mr. Dill has over 25 years of Manufacturing, Industrial Engineering, Real
Estate, and Facilities management experience. Most recently Tom was the Director
of Real Estate and Facilities for MKE-Quantum Corporation responsible for three
facilities operations with two sites in the United States and Indonesia. Prior
to MKQC Mr. Dill spent nine years as Director of Real Estate and Corporate
Planning for two high tech companies. From 1975-1990, he worked as an industrial
engineering manager in the semiconductor industry and printed circuit boards.
Hid 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. Tom is a licensed Real Estate Broker and Massachusetts
Construction Supervisor. In 1982, Tom received his B.S. in Business
Administration from Boston University.


Peter  W.  Wallis,
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. Peter
also served as Director of Project Development of the Northeast region 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. He
holds an MBA at Harvard Graduate School of Business Administration and a BA of
Applied Mathematics at Brown University.


<PAGE>
F.  Adrian  Price,
Principal  mechanical  engineer

Adrian has 18 years of experience in vital areas of wind turbine design being
the specification, design, and testing of rotating mechanical equipment. Mr.
Price will be the Project Engineer and coordinate the overall project. Adrian
has experience in managing multimillion dollar engineering project rotating
machinery and equipment. Mr. Price had 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
designers and engineers with experience in structural and dynamic analysis.
Adrian also has 4 years of experience at Bird Machine with high speed rotating
machinery.

Mr. Price has a BS and MS from Massachusetts Institute of Technology


DIRECTORS

There are presently three Directors of the Company, one is an inside director,
and two are outside Directors.

They are elected every year at the Company's annual meeting.

Jodi  A.  Vizzo
Mrs. Vizzo is currently a Corporate Administrator for RR Corporation in
Shrewsbury  MA
8  Tamarack  Lane
Shrewsbury,  MA  01545


Alison  Gray
Ms. Gray is currently a Corporate Administrator for RIGR Corporation and a local
businesswoman  located  in  Shrewsbury,  MA.
35  Westwood  Road
Shrewsbury,  MA  01545


Jonathan Ricker Chairman and Chief Executive Officer of Mass Megawatts Power,
Inc. of Shrewsbury, MA ( See Executive Officers.)


ITEM  10.     EXECUTIVE  COMPENSATION

     The Company does not have an incentive or profit sharing plan for its
employees, officers or directors. No employee as of April 30, 2002 has earned
more than $40,000 from the Company in the last fiscal year .


<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
              AND  MANAGEMENT

     The following table sets forth information as of July 25, 2002 known to own
beneficially more than 5% of the outstanding Common Stock. Included are officers
or directors who are beneficiary of any shares as individual or a group
regardless of whether they own greater or less than 5% of the outstanding
shares. There were 2,165,332 Shares issued and outstanding as of July 25, 2002.


Name and Address        Amount and nature of Beneficial Owner   Percent of Class
Of Beneficial Owner

Jonathan  Ricker
11  Maple  Avenue
Shrewsbury, MA 01545                  1,709,836                         79%

Allison Gray
11 Maple Avenue
Shrewsbury, MA 01545                        200                           *

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

Common Stock
  All officers and directors as       1,710,259                         79%
  a group (3 persons)

*  Less that 1% of the issued and outstanding shares of common capital stock


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

There have been no transactions between the Company and any shareholder owning
greater than 5% of the Company's outstanding shares, executive officer,
director, nominee for officer or director, or any of the above referenced
individual's immediate family.


<PAGE>