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

                                  FORM 10-KSB

                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2005

                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
      For the transition period from __________, 20__, to __________, 20__.

                        Commission File Number 000-32465

                        MASS MEGAWATTS WIND POWER, INC.
                ------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


             Massachusetts                               04-3402789
     ------------------------------                ---------------------
    (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                Identification Number)

                95 Prescott Street, Worcester, Massachusetts  01605
                ---------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (508) 751-5432
                                 --------------
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class                 Name of each exchange on which registered

---------------------------            -----------

Securities registered under Section 12(g) of the Exchange Act:

   Title of each class                 Name of each exchange on which registered

Common Stock, No Par Value             OTCBB
---------------------------            -----------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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, 2005.

As of April 30, 2005, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $2,721,348, based upon the
closing sales price reported for such date on the OTCBB. The number of shares
held by non-affiliates was 1,51,860. 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.

As of April 30, 2005, the number of shares outstanding of the Registrant's
Common Stock, no par value was 3,221,696.

Our principal offices are located at  95 Prescott Street, Worcester,
Massachusetts  01605 and our
telephone number is (508) 751-5432.


<PAGE>
                        MASS MEGAWATTS WIND POWER, INC.


                                    CONTENTS



Part I
------

     Item  1.     Description of Business

     Item  2.     Description of Property

     Item  3.     Legal Proceedings

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


Part II
-------

     Item  5.     Market for the Common Equity and Related Stockholder 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

     Item  8A.    Controls and Procedures


Part III
--------

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

     Item  10.    Executive Compensation

     Item  11.    Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters

     Item  12.    Certain Relationships and Related Transactions

     Item  13.    Exhibits and Reports on Form 8-K

     Item  14.    Principal Accountant Fees and Services


Signatures


<PAGE>
     Forward Looking Statements

     This financial report may contain forward-looking statements 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 wind energy systems in the future, 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 as Mass Megawatts, Inc. and
changed its name to Mass Megawatts Power, Inc. on January 2, 2001. Mass
Megawatts Power, Inc. changed its name again 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 plans to build and operate wind energy power plants and plans to
sell the electricity to the electric power exchange. The Company's technology is
projected to compete effectively in the near term with new fossil fuel fired
generating facilities at more locations than the current technology. The
Company's licensed MultiAxis Turbosystem (MAT) technology (multiple patents
granted and pending) is expected to contribute 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 projected
to produce power at less than 2.5 cents per kWh in high wind speed locations
being measured at greater than 16 miles per hour average annual wind velocity.
After deducting the expenses related to both capital cost and the operations of
the wind power plant, a profit can be realized at 2.5 cents per kWh at 16 miles
per hour wind velocity.  The 1000 megawatt power plant is projected to be
completed by the year 2009. Mass Megawatts finalized that the location will be
in Southern California.

If Mass Megawatts chooses to work through power brokers, the potential exists to
sell the environmental correct "green" power at a premium price being higher
than conventional fuel sources Power brokers usually receive a premium of 1.5
cents per kWh above the wholesale price paid on the open market. Therefore, 5.5
cents per kWh is a conservative green market price paid to green power brokers.
The market is new and subject to uncertainty including price fluctuations.

The sale of electricity to power brokers is more profitable than selling
directly to the electricity commodities market. If the cost of the marketing
infrastructure of selling green energy at a 2 cents per kWh premium is justified
as opposed to the wholesale contracting of electricity at a lower price, then
Mass Megawatts  plans to market the electricity to green energy brokers. The
green power is energy from clean energy production sources like wind energy in
which consumers are willing to pay a premium in order to promote clean energy.
Mass megawatts plans to build and operate wind energy plants and sell the
electricity either through contracts with utilities which is the traditional
method for independent power plants or directly into the open market or
electricity commodities market like a merchant plant similar to many natural gas
fired power plants. In some cases, we have plans to sell the power plants
themselves to large customers or utilities.


     LICENSING  RIGHTS

Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass Megawatts
has been granted an exclusive sublicense to market, within a limited territory,
the MultiAxis Turbosystem (MAT) and associated technology relative to increasing
wind velocity  cost effectively with the use of external walls orstructure to
enhance the flow of air velocity for increasing power output. The Multiaxis
Turbosystem has several mechanical and structural innovations in order to reduce
the cost of wind power.  There are also better methods of reducing the amount of
material used in order to achieve a desired power output.  The MAT is comprised
of certain products and technology covered by several applications for United
States Letters Patent by Mr. Ricker as well as patent grants in the United
States and other countries. The patent rights comprise several innovations
related to methods to increase wind velocity.  The limited territory is defined
as: Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois,
Kansas, Michigan, Minnesota, Nebraska,


<PAGE>
North Dakota, South Dakota, Texas, Vermont, Washington, and Wisconsin. Pursuant
to the sublicensing agreement, 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. The Sublicensor is Windstorm
International of Putnam, CT who received a license agreement from Jonathan
Ricker, Chairman and Chief Executive Officer of Mass Megawatts. Mr. Ricker, who
is also the majority shareholder of Windstorm International, is the owner of the
patents and patent rights of the licensed technology to Windstorm International.
Several of the patents have filed Patent Cooperation Treaty Applications and
National Phase patents in many nations and all major countries. The Patent
Cooperation Treaty is the method used to simplify the intellectual property
protection process standardizing the process with over 150 nations in the world.
Since the company is highly dependent on the intellectual property rights for
protection and growing the business, it is an important part of the potential
success of the Company.

     THE  PRODUCT

The Company's 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,
house 16 shafts 4-tiered stacks, and onto each stack is mounted eight, 4 feet
wide x 18 feet long blades. The generators feed to a power collector panel
which, in turn, connects to the power grid. Each MAT unit is rated at 360 kW
which is large enough to power about 100 homes at locations which  have an
average annual wind speed of greater than 16 miles per hour  There are enough
locations in the United States with 16 miles per hour average annual wind
velocity to power twenty percent of the nation's energy supply according to the
United State's Department of Energy.

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. The need
to accurately balance the lightweight blades are less critical. In other words,
blades of less than 3 feet in diameter can survive a hurricane unlike the larger
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. The higher speed of rotation of the smaller blades also allow the use of
smaller and less expensive gearboxes in order to increase the rotation of the
mechanical forces to power the generators cost effectively.  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.

The routine maintenance cost is expected to be about $8,000 per year for the 360
kilowatt rated version. It includes the replacement of timing belts and greasing
of the bearing as well as periodic inspections.

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.

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


<PAGE>
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
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.

     MARKETS

Wind energy experienced a 30% annual growth rate for the past five years with a
35% growth rate last year in 2003 according the the American Wind Energy
Association which is the industry's trade organization based in Washington, D.
C. and more information can be viewed on their web site which is www.awea.org
and it contains much information on the industry and its markets. Mass Megawatts
could receive a selling price of 5 cents or greater per kWh for its clean
electricity 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.

     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

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  16 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. The table shown below is supported by information on the web
site www.awea.org and many links located on the website.

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%


<PAGE>
     *   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.

     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 continue to grow. 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 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 service and as a
result, they are likely to pay a premium for electricity rather than incur the
higher cost of constructing new power lines and substations for transport.  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


<PAGE>
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.

     Wind Energy 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 according the
American Wind Energy Association. 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 3,000 employees and its world market share in
2000 was 40%.

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.

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 would 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 would 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, however, the MAT's slower moving blades should help eliminate
this issue.

     Energy Competitors not within the wind energy sector

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:


<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 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, 2005 or 2004.

     RESEARCH AND DEVELOPMENT COSTS

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, 2005 and 2004 amounted to $512,594 and $647,974, respectively. All of these
costs are borne by the Company.


ITEM  2.     DESCRIPTION OF PROPERTY

Mass Megawatts Wind Power, Inc. does not own any properties. The Company's
administrative offices are on Prescott Street in Worcester, Massachusetts and
Shrewsbury, Massachusetts. A wind tunnel facility was built by Mass Megawatts
Wind Power, Inc. on property leased at the same location on Prescott Street in
Worcester, Massachusetts. In some examples of activities at the wind tunnel
facility, we test new blades and other components for structural issues.  We
also collect data for power output of different blade configurations and certain
method of increasing wind velocity into the blades.  In Charlton, Massachusetts,
a field test facility is located on top of a hill where Mass Megawatts has
developed a prototype to verify the structural and mechanical durability of the
product. The latest prototype, located in Blandford, Massachusetts is a pre
commercial prototype designed for choosing the system for commercial production.


ITEM  3.     LEGAL  PROCEEDINGS

The Company currently has no legal proceedings to which the Company is a party
to or to which its property is subject to and, to the best of its knowledge, no
adverse legal activity is anticipated or threatened.


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

There were no matters submitted to the security holders during the year ended
April 30, 2005.


                                     PART II
                                     -------

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

The Common Stock of the Company is traded in the over-the-counter market and was
quoted on the NASDAQ Over-the-Counter Bulletin Board under the symbol "MMGW.OB"
or "MMGW."  The following table sets forth, for the fiscal years ended April 30,
2005 and April 30, 2004, the high and low per share bid prices of the Company's
Common Stock as reported by the OTCBB.  These quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

                           2005
                   HIGH           LOW
First Quarter   $  3.55       $  2.70
Second Quarter     3.20          2.55
Third Quarter      2.65          1.60
Fourth Quarter     4.00          1.60

                           2004
                   HIGH           LOW
First Quarter   $  3.99       $  0.80
Second Quarter     4.90          1.50
Third Quarter      3.75          2.00
Fourth Quarter     4.50          2.75


<PAGE>
During the year ended April 30, 2005, there was no modification of any
instruments defining the rights of holders of the Company's common stock and no
limitation or qualification of the rights evidenced by the Company's common
stock as a result of the issuance of any other class of securities or the
modification  thereof.

During the year ended April 30, 2005, the Company issued the following shares of
stock:

<TABLE>
<CAPTION>
                                                               Shares    Amount       Service
                                                              -------  ----------     -------
<S>                                                           <C>      <C>            <C>
Common stock for cash at $1.50 per share (May 2004)            15,000  $  22,500
Common stock for cash at $1.50 per share (June 2004)           35,000  $  52,500
Common stock for services at $1.35 per share (June 2004)        2,000  $   2,700      prototype development
Common stock for services at $2.00 per share (June 2004)       11,000  $  22,000      prototype development
Common stock for cash at $1.50 per share (July 2004)            5,000  $   7,500
Common stock for cash at $1.50 per share (August 2004)         21,000  $  31,500
Common stock for cash at $1.50 per share (September 2004)      75,900  $ 113,850
Common stock for cash at $1.50 per share (October 2004)         3,400  $   5,100
Common stock for services at $2.55 per share (October 2004)    44,000  $ 112,200      prototype development
Common stock for cash at $1.50 per share (December 2004)       15,170  $  22,755
Common stock for cash at $1.50 per share (January 2005)        10,000  $  15,000
Common stock for services at $1.70 per share (February 2005)   19,830  $  33,711      prototype development
Common stock for cash at $1.50 per share (February 2005)       11,340  $  17,000
Common stock for services at $2.00 per share (February 2005)   12,660  $  25,320      prototype development
Common stock for cash at $1.50 per share (March 2005)          12,800  $  19,200
Common stock for cash at $1.50 per share (April 2005)           9,040  $  13,500
Common stock for services at $2.00 per share (April 2005)      14,490  $  26,082      prototype development
Common stock for services at $1.80 per share (April 2005)       4,170  $   8,390      prototype development
</TABLE>

The common stock issued for services is valued at its fair market value. These
shares are not registered under Rule 506 of Regulation D, which is an exemption
of Section 4(c) of the Securities Act of 1933.

Rule 506 of Regulation D is considered a "safe harbor" for the private offering
exemption of Section 4(2) of the Securities Act. Companies using the Rule 506
exemption can raise an unlimited amount of money. A company can be assured it is
within the Section 4(2) exemption by satisfying the following standards:

The company cannot use general solicitation or advertising to market the
securities;

The company may sell its securities to an unlimited number of "accredited
investors" and up to 35 other purchases. Unlike Rule 505, all non-accredited
investors, either alone or with a purchaser representative, must be
sophisticated-that  is,  they  must  have sufficient knowledge and experience in
financial and business matters to make them capable of evaluating the merits and
risks  of  the  prospective  investment;

Companies must decide what information to give to accredited investors, so long
as it does not violate the antifraud prohibitions of the federal securities
laws. But companies must give non-accredited investors disclosure documents that
are generally the same as those used in registered offerings. If a company
provides information to accredited investors, it must make this information
available to non-accredited investors as well;

The company must be available to answer questions by prospective purchasers;

Financial statement requirements are the same as for Rule 505; and

Purchasers receive "restricted" securities, meaning that the securities cannot
be sold for at least a year without registering them. While companies using the
Rule 506 exemption do not have to register their securities and usually do not
have to  file  reports with the SEC, they must file what is known as a "Form D"
after they first sell their securities. Form D is a brief notice that includes
the names and addresses of the company's owners and stock promoters, but
contains little other information about the company.

     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 April 30, 2005 there were approximately 285 shareholders of Common Stock.
As of April 30, 2005, there were 3,221,696 common shares issued and outstanding.
The Company has 5,000,000 common shares authorized. All the shares have equal
rights


<PAGE>
with respect to voting, liquidation, and dividend rights. Of the Company's total
outstanding shares, approximately 400,000 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.


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

Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in
addition to important factors described elsewhere, the following important
facts, among others, sometimes have affected, and in the future could affect,
the Company's actual results, and could cause the Company's actual results
during 2005 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 has
raised funds through other means to maintain liquidity.  Specifically, the
Company raised capital with a private placement memorandum under Regulation D,
Rule 506, selling shares of its common stock to raise $300,000.  The Company has
dedicated approximately $200,000 of this money to be used to develop a prototype
to be utilized for manufacturing.  The Company has also spent approximately
$40,000 for the test and data analysis and approximately $60,000 for
administration, working capital, marketing, and advertising.

The Company believes that it will have sufficient funds to fund its operations
for a minimum of 12 months following April 30, 2005. Although no assurance can
be given, the Company has begun to market its new wind system for initial sales
and in June of 2005 made its first product sale.  The Company expects these
sales to continue and with those funds expects to be able to fund its operations
for an additional 12 months.  Without additional sales, there is substantial
doubt about the Company's ability to continue as a going concern.

The Company shows a loss for the year ended April 30, 2005 and the period May
27, 1999 (date of inception) to April 30, 2005. The losses are related mostly to
the professional fees and development of a prototype, including engineering
work.  Other costs include development of site locations for future projects, as
well as administrative expenses.

The Company has seven years of operating results, with no revenues from
operations.  Much uncertainty exists about the Company's future as a result of
the lack of operating revenue for several years.  The lack of long-term
experience in new product development could have an adverse impact on the
Company.

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.

Mass Megawatt's market share and any changes in the underlying economics of the
industry are expected to have a minimal effect on the Company's operating
results within the next 12 months. This is due to the large market for
electricity and the Company's overall market share having little or no impact on
a market this size.

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

The electric power industry is undergoing a period of deregulation and
restructuring that is similar to the telecommunication deregulation of the
1980's. It is impossible to predict whether this change will have a favorable or
unfavorable impact for the industry as a whole. It is anticipated, however, that


<PAGE>
restructuring could present more advantages and opportunities for the Company's
product by enabling it to compete in the new marketplace.


OPERATION  SUMMARY

The highest priority is to complete the third party verification of the
technology. The purpose is to prove the new product's long term durability in
order to be eligible for debt financing and receive more favorable equity
financing in the future. Included in the Prototype development cost is an
estimated $5,000 zoning related cost and $10,000 in land preparation
expenditures.

The next priority is our marketing program. While it is true that minimal
marketing efforts will be required, there will be some initial marketing of the
product to bring it to the attention of potential buyers.  Upon successful third
party verification, Mass Megawatts can begin developing strategic alliances with
other wind power developers who have done the initial more expensive and
sometimes complicated steps of zoning, financing and other requirements toward
developing much larger commercial wind energy projects. The developers would
benefit from Mass Megawatt's new product if it can be proven to be more cost
effective in the finance community. No assurance can be given as to the
development of a successful new product. However, the third party verification
should go a long way toward removing the doubt.

Included in the marketing program, is the initial establishment of strategic
alliances with companies involved with green marketing programs. During the
third party verification process, Mass Megawatts, plans to begin these efforts
with "word of mouth" techniques at business organizations and with power
brokers. As a lower priority Mass Megawatts may be involved in very limited
efforts to include direct advertising to green pricing customers either through
direct mail or advertising in the media in conjunction with environmental
related events. On a limited budget, the Company plans to be able to determine
which marketing methods are most effective by marketing in a very limited
geographical area.

As initial marketing efforts including "word of mouth" techniques have matured,
the Company plans to advertise in local publications if cash flow allows
continued marketing efforts. Again as noted earlier, no assurance can be given
as to the development of a successful marketing program. If successful,
television and radio advertisement could be utilized.

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

Over the past year, Mass Megawatts has continued to refine the engineering
details and construction processes required for commercial production of the
Muti-Axis turbosystem (MAT).  These advances are currently being applied to the
third party verification and ultimately accelerate worldwide awareness and
acceptance of the MAT technology.

In addition, Mass Megawatts has created valuable financial analysis materials to
allow our potential customer base to identify effective financing methods.  This
will facilitate the sale of MAT units going forward.  As of April 30, 2005,
there have been no sales of the MAT units.  Subsequent to year end, the Company
completed the first sale of a 25 kilowatt patented MAT wind power plant. The
unit was purchased by the RCM Windpower LLC for $50,000. It will be constructed
in the Berkshires of Western Massachusetts.  Construction is slated to begin in
the month of July.

During the year ended April 30, 2005, the Company completed the construction of
a new 20kW MAT prototype in Blandford Massachusetts.  The final approval process
for interconnection with the local utility should occur sometime during the
first quarter of fiscal year ended April 30, 2006. (See pictures on website
www.massmegawatts.com.). This project has incorporated information and
improvements gleaned from nearly three years of experience with a fully
functional operational Charlton 5 kW prototype. The information gathered during
the construction of this prototype will prepare the Company for the planning and
development of an infrastructure for the manufacturing of units.  The new model
houses extensive testing equipment to further the study and development for
commercial operation and sales.

EMPLOYEES

As of April 30, 2005, the Company had no  employees. Jonathan Ricker is an
executive officer, and is not considered an employee. The Company does hire
consultants and other employees, as necessary throughout the year.  During the
year ended April 30, 2005, there were no employees hired by the Company.  Mass
Megawatts has retained other members of the management team as consultants. Mass
Megawatts believes that there will be no significant changes in the number of
employees. The Company does not have a collective bargaining agreement and Mass
Megawatts does not have an employment contract with Mr. Ricker.


<PAGE>
STRATEGY AND MARKETING

The Company plans to approach the simplest method of initial market penetration
and then sell directly to the power exchanges.  The Company plans to try to
avoid difficulties of evaluating wind resources, obtaining sites, financing, and
locating potential purchasers of power plants by redeveloping abandoned or
obsolete wind farms. Our strategy places turbines in high wind areas where the
purchase contracts from utilities for wind energy are already available.  We
have identified large users of electric power in high wind locations. Also, we
had initial meetings with the local planning boards of the communities with the
proposed sites and decision makers who purchase the electricity. We also plan to
have strategic alliances with developers of proposed sites and construction
companies as Mass Megawatts grows rapidly.

Also, a groundswell across the nation for Green Power/renewable energy has
prompted state and federal legislatures to offer tremendous tax credits and
incentives. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. is
preparing a MAT sales presentation during the fiscal year ended April 30, 2006,
for high tax bracket individuals and corporations. For those qualifying, the
financial risk of purchasing a MAT unit is minimized by the tax advantages.
(Details may be found on our website under "New Developments -- Tax Package".)
Revenue generated from these initial sales will accelerate internal growth and
promote additional sales opportunities.

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 are planned to be handled through strategic alliances with new and
emerging electric power brokers, which have formed as a result of deregulation
in the retail sale of electricity. Power brokers buy blocks of electricity in
megawatt/hour units. For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year and provide a five percent non-refundable deposit on each block of
electricity reserved for future purchases. Such brokers include All Energy,
Green Mountain Resources, and Energy Vision.  Another marketing resource for the
Company's product is Electricity Choice, which helps negotiate consumer electric
sales. The Company plans to aggressively promote its products to brokers,
focusing on cost savings and environmental benefits. It plans to 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
calculated as a percentage of power sales.

CRITICAL ACCOUNTING POLICIES

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 amount 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. The Company reviews its estimates, including but
not limited to, recoverability of long-lived assets, recoverability of prepaid
expenses and deposits on a regular basis and makes adjustments based on
historical experiences and existing and expected future conditions. These
evaluations are performed and adjustments are made as information is available.
Management believes that these estimates are reasonable; however, actual results
could differ from these estimates.

We believe that the following critical policies affect our more significant
judgments and estimates used in preparation of our financial statements.

Equipment is recorded at cost. Depreciation is calculated by the straight-line
method over the estimated useful lives of the assets, which is five years.
Additions to and major improvements of equipment are capitalized.  Repair and
maintenance expenditures are charged to expense as incurred.  As equipment is
sold or retired, the applicable cost and accumulated depreciation are eliminated
from the accounts and any gain or loss is recorded.

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. The respective carrying value
of certain on-balance-sheet financial instruments approximated their fair
values.  These financial instruments include cash, accounts payable, and due to
stockholder.  Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their carrying
amounts approximate fair  values or they are payable on demand.

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


<PAGE>
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 in income in the period that
includes the enactment date.

Advertising costs are charged to operations when the advertising first takes
place.

Research and development costs are charged to operations when incurred and are
included in operating expenses.

The Company records shares of common stock as outstanding at the time the
Company becomes contractually obligated to issue shares.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ('FASB") issued SFAS
No. 123R, "Share-Based Payment" ("SFAS No. 123R"), which requires, among other
things, that all share-based payments to employees, including grants of stock
options, be measured at their grant-date fair value and expensed in the
financial statements. The accounting provisions of SFAS No. 123R are effective
at the beginning of the fiscal year that begins after December 15, 2005;
therefore, the Company is required to adopt SFAS No. 123R in the first quarter
of the fiscal year ended 2007. The pro forma disclosures previously permitted
under SFAS No. 123 will no longer be an alternative to financial statement
recognition. Management does not believe that the adoption of SFAS No. 123R will
have a material effect on the financial condition, results of operations or cash
flows of the Company.

In June 2004, the EITF reached a consensus on Issue No. 02-14, "Whether an
Investor Should Apply the Equity Method of Accounting to Investments Other Than
Common Stock." EITF 02-14 addresses whether the equity method of accounting
should be applied to investments when an investor does not have an investment in
voting common stock of an investee but exercises significant influence through
other means. EITF 02-14 states that an investor should only apply the equity
method of accounting when it has investments in either common stock or
in-substance common stock of a corporation, provided that the investor has the
ability to exercise significant influence over the operating and financial
policies of the investee. The effective date of EITF 02-14 is the first
reporting period beginning after September 15, 2004. The adoption of EITF No.
02-14 did not have a material impact on the financial condition, results of
operations or cash flows of the Company.

ITEM 7.     FINANCIAL STATEMENTS



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

                              Financial Statements

                    Years Ended April 30, 2005 and 2004 and
            Period May 27, 1997 (Date of Inception) to April 30, 2005



                                    CONTENTS
                                    --------


Financial  Statements:

Report of Independent Registered Public Accounting Firm14

  Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . .     15
  Statements of Operations. . . . . . . . . . . . . . . . . . . . . .     16
  Statements of Changes in Stockholders' Deficit. . . . . . . . . . .   17 - 21
  Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . .     22
  Notes to Financial Statements . . . . . . . . . . . . . . . . . . .   23 - 26


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Mass Megawatts Wind Power, Inc.
Shrewsbury, Massachusetts
  (A Development Stage Enterprise)



We have audited the accompanying balance sheet of Mass Megawatts Wind Power,
Inc. ("Mass Megawatts"), as of April 30, 2005, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the year ended
April 30, 2005 and the period May 27, 1997 (inception) through April 30, 2005.
These financial statements are the responsibility of Mass Megawatts's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements for the period May 27,
1997 (inception) through April 30, 2004, were audited by other auditors whose
reports expressed unqualified opinions on those statements. The financial
statements for the period May 27, 1997 (inception) through April 30, 2004,
include total revenues and net loss of $0 and $2,270,987, respectively. Our
opinion on the statements of expenses, stockholders' deficit, and cash flows for
the period May 27, 1997 (inception) through April 30, 2005, insofar as it
relates to amounts for prior periods through April 30, 2004, is based solely on
the report of other auditors.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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 as of April 30,
2005 and the results of its operations and its cash flows for the periods
described in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that Mass
Megawatts will continue as a going concern. As discussed in Note 2 to the
financial statements, Mass Megawatts has suffered recurring losses from
operations and requires a significant amount of capital to proceed with its
business plan, which raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

September 13, 2005


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Mass Megawatts Wind Power, Inc.
Shrewsbury, Massachusetts
  (A Development Stage Enterprise)



We have audited the accompanying statements of operations, changes in
stockholders' deficit, and cash flows of Mass Megawatts Wind Powers, Inc. (a
development stage enterprise) for the year ended April 30, 2004 and the period
May 27, 1997 (date of inception) to April 30, 2004 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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
audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of its operations and its cash flows of Mass
Megawatts Wind Power, Inc. (a development stage enterprise) for the year ended
April 30, 2004 and the period May 27, 1997 (date of inception) to April 30, 2004
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. 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. 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

June 25, 2004


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

                                  Balance Sheet

                                 April 30, 2005


ASSETS
Current assets:
<S>                                                         <C>
  Cash                                                      $     3,327
  Prepaid expenses                                                  784
                                                            ------------
Total current assets                                              4,111

Fixed assets, net of accumulated depreciation of $15,963          8,497

Deposit                                                           5,500
                                                            ------------

Total assets                                                $    18,108
                                                            ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                          $    33,630
  Due to stockholder                                            122,879
                                                            ------------
Total current liabilities                                       156,509

Commitments                                                           -

Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    3,221,696 shares issued and outstanding                   2,828,791
  Deficit accumulated during development stage               (2,967,192)
                                                            ------------
Total stockholders' deficit                                    (138,401)
                                                            ------------

Total liabilities and stockholders' deficit                 $    18,108
                                                            ============
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


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

                              Statements of Operations


                                                                        May 27,
                                                                       1997 (Date
                                           Years Ended  April 30,    of Inception)
                                         --------------------------   to April 30,
                                             2005          2004           2005
                                         -------------  -----------  --------------
<S>                                      <C>            <C>          <C>
Operating Costs and Expenses:
  General and administrative                  684,054      890,429       2,946,938
  Depreciation                                  4,156        3,543          15,963
                                         -------------  -----------  --------------
    Total operating costs and expenses        688,210      893,972       2,962,901
                                         -------------  -----------  --------------

Other Expense (Income):
  Interest expense                              8,081            -           8,081
  Interest (income)                               (86)        (428)         (3,790)
                                         -------------  -----------  --------------
    Total other expense (income)                7,995         (428)          4,291

                                         -------------  -----------  --------------
Net loss                                 $   (696,205)  $ (893,544)  $  (2,967,192)
                                         =============  ===========  ==============


Net loss per share                       $      (0.24)  $    (0.34)
                                         =============  ===========


Weighted average number of
  common shares                             2,902,594    2,659,200
                                         =============  ===========
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


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

                            Statement of Changes in Stockholders' Deficit

                  For the Period May 27, 1997 (Date of Inception) to April 30, 2005


                                                                               Deficit
                                                                             Accumulated
                                         Common      Stock     Additional      During
                                        ---------------------    Paid in     Development
                                         Shares      Amount      Capital        Stage        Total
                                        ---------  ----------  -----------  -------------  ----------
<S>                                     <C>        <C>         <C>          <C>            <C>
Balance, May 27, 1997                           -  $        -  $         -  $          -   $       -

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

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

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

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

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

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

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

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

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

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

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

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

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

Issuance of common stock for
  a vehicle (December 2000)*                6,500      14,625            -             -      14,625

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

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

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

Issuance of common stock for
wind tunnel construction
  services (February 2001)*                   400         900            -             -         900

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

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

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

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


<PAGE>
Issuance of common stock for
  prototype detailing
  services (April 2001)*                    2,048       4,607            -             -       4,607

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

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

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

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

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

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

Issuance of common stock for
  test record keeping and secretarial
  services (July 2001)*                     3,145       7,076            -             -       7,076

Issuance of common stock at
  $3.12 per share for
  material for wind tunnel
  (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

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 power
  point production services
  (December 2001)                             180         900            -             -         900

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

Issuance of common stock at
  $4.00 per share for
  structural design and
  materials acquisition 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
marketing 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


<PAGE>
Issuance of common stock for
  Engineering related
  services at $5.00 per share
  (May 2002)                                7,394      36,970            -             -      36,970

Issuance of common stock for
  Marketing related
  services at $4.00 per share
  (July 2002)                                 100         400            -             -         400

Issuance of common stock for
  Data acquisition
  services at $3.25 per share
  (August 2002)                             1,830       5,948            -             -       5,948

Issuance of common stock for
  cash at $3.25 per share
  (August 2002)                             2,310       7,508            -             -       7,508

Issuance of common stock for
Office and clerical
  services at $3.25 per share
  (September 2002)                            400       1,300            -             -       1,300

Issuance of common stock for
  cash at $3.25 per share
  (September 2002)                          1,235       4,014            -             -       4,014

Issuance of common stock in
  satisfaction of a payable
  at $3.25 per share
  (September 2002)                         11,384      36,997            -             -      36,997
Issuance of common stock for
  Project site preparation
  services at $3.00 per share
  (November 2002)                           2,400       7,200            -             -       7,200

Issuance of common stock for
  cash at $3.00 per share
  (December 2002)                           3,025       9,075            -             -       9,075

Issuance of common stock for
  cash at $3.00 per share
  (January 2003)                            5,520      16,560            -             -      16,560

Issuance of common stock for
  project and site development
  services at $3.00 per share
  (January 2003)                            2,330       6,990            -             -       6,990

Issuance of common stock for
  product parts acquisition
  services at $1.50 per share
  (February 2003)                           5,750       8,625            -             -       8,625

Issuance of common stock for
  public relation at potential
  development site services
  at $1.25 per share
  (February 2003)                          13,650      17,062            -             -      17,062

Issuance of common stock for
  clerical services at $0.75
  per share (February 2003)                 1,600       1,200            -             -       1,200


Issuance of common stock for
  office work at $.80 per share
  (March 2003)                              8,350       6,680            -             -       6,680

Issuance of common stock for
  prototype maintenance
  at $.80 per share
  (April 2003)                              1,335       1,068            -             -       1,068

Net loss for the year                           -           -            -      (320,513)   (320,513)
                                        ---------  ----------  -----------  -------------  ----------
Balance, April 30, 2003                 2,226,791  $1,257,271            -  $ (1,377,443)  $(120,172)

Issuance of common stock for
  prototype development
  services at $.80 per share
  (May 2003)                               64,000      51,200            -             -      51,200


<PAGE>
Issuance of common stock for
  prototype development
  services at $.80 per share
  (June 2003)                              42,000      33,600            -             -      33,600

Issuance of common stock for
  prototype development
  services at $1.20 per share
  (June 2003)                              15,000      18,000            -             -      18,000

Issuance of common stock for
  prototype development
  services at $1.50 per share
  (July 2003)                              28,000      42,000            -             -      42,000

Issuance of common stock for
  cash at $1.00 per share
  (July 2003)                             168,000     168,000            -             -     168,000

Issuance of common stock for
  site development services
  at $3.00 per share
  (October 2003)                           27,500      82,500            -             -      82,500

Issuance of common stock for
  cash at $1.50 per share
  (October 2003)                          201,635     302,452            -             -     302,452

Issuance of common stock for
  site development services
  at $3.50 per share
  (November 2003)                          35,000     122,500            -             -     122,500

Issuance of common stock for
  cash at $1.50 per share
  (December 2003)                          50,370      75,200            -             -      75,200

Issuance of common stock for
  site development services
  at $3.50 per share
  (December 2003)                          21,500      75,250            -             -      75,250

Issuance of common stock for
  site development services
  at $3.40 per share
  (December 2003)                           1,600       5,440            -             -       5,440

Issuance of common stock for
  prototype development services
  at $2.75 per share
  (April 2004)                              8,500      23,375            -             -      23,375

Issuance of common stock for
  cash at $1.50 per share
  (April 2004)                             10,000      15,000            -             -      15,000

Net loss for the year                           -           -            -      (893,544)   (893,544)
                                        ---------  ----------  -----------  -------------  ----------
Balance, April 30, 2004                 2,899,896  $2,271,788            -  $ (2,270,987)  $     801

Issuance of common stock for
  cash                                    213,650     320,406            -             -     320,406

Issuance of common stock for
  services                                108,150     230,403            -             -     230,403

Imputed interest                                -       6,194            -             -       6,194

Net loss                                        -           -            -      (696,205)   (696,205)
                                        ---------  ----------  -----------  -------------  ----------

Balance, April 30, 2005                 3,221,696  $2,828,791  $         -  $ (2,967,192)  $(138,401)
                                        =========  ==========  ===========  =============  ==========
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


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

                                   Statements of Cash Flows


                                                                                  May  27,
                                                                                 1997 (Date
                                                    Years Ended    April 30,   of Inception)
                                                   --------------------------   to April 30,
                                                       2005          2004           2005
                                                   -------------  -----------  --------------

OPERATING ACTIVITIES
<S>                                                <C>            <C>          <C>
  Net loss                                         $   (696,205)  $ (893,544)  $  (2,967,192)

  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Common stock issued for services                  230,403      453,865       1,025,892
      Depreciation                                        4,156        3,543          15,963
      Decrease (increase) in prepaid
        expenses and deposits                               630       (6,913)         (6,283)
      Increase (decrease) in
        accounts payable                                 18,880      (30,036)         70,626
      Interest imputed on stockholder
        advances                                          6,194            -           6,194
                                                   -------------  -----------  --------------

  Net cash used in operating activities                (435,942)    (473,085)     (1,854,800)
                                                   -------------  -----------  --------------
INVESTING ACTIVITIES
  Acquisition of equipment                                    -       (7,360)         (7,360)
                                                   -------------  -----------  --------------

  Net cash used in investing activities                       -       (7,360)         (7,360)
                                                   -------------  -----------  --------------
FINANCING ACTIVITIES
  Proceeds from issuance of common stock                320,405      560,651       1,742,608
  Increase (decrease) in due to stockholder             100,360      (66,335)        122,879
                                                   -------------  -----------  --------------

  Net cash provided by financing activities             420,765      494,316       1,865,487
                                                   -------------  -----------  --------------

NET INCREASE (DECREASE) IN CASH                         (15,177)      13,871           3,327

CASH AT BEGINNING OF PERIOD                              18,504        4,633               -
                                                   -------------  -----------  --------------

CASH AT END OF PERIOD                              $      3,327   $   18,504   $       3,327
                                                   =============  ===========  ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid                                      $      1,886   $        -   $       1,886
Income tax paid                                               -            -               -


NON-CASH TRANSACTIONS:
Common stock issued for accounts payable           $          -   $        -   $      40,741
Common stock issued for assets                                -            -   $      17,100
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.


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


NOTE 1 - NATURE OF OPERATIONS AND ACCOUNTING POLICIES

     Mass Megawatts Wind Power, Inc. ("Mass Megawatts"), a Massachusetts
     corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. Mass
     Megawatts changed its name in January 2001 to Mass Megawatts Power, Inc.
     and has been in the development stage since its incorporation. Mass
     Megawatts changed its name on February 27, 2002 to Mass Megawatts Wind
     Power, Inc. Mass Megawatts' 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.
     Mass Megawatts 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.

     Use of Estimates
     ----------------

     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, the disclosure of contingent assets and
     liabilities at the date of the consolidated financial statements, and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     Reclassifications
     -----------------

     Certain amounts in the fiscal 2004 and the cumulative financial statements
     have been reclassified to conform to the fiscal 2005 consolidated financial
     statement presentation.

     Basic and Diluted Net Loss per Share
     ------------------------------------

     Basic and diluted net loss per share calculations are presented in
     accordance with Financial Accounting Standards Statement 128, and are
     calculated on the basis of the weighted average number of common shares
     outstanding during the year. They include the dilutive effect of common
     stock equivalents in years with net income. Basic and diluted loss per
     share are the same due to the absence of common stock equivalents.

     Cash and Cash Equivalents
     -------------------------

     For purposes of the statements of cash flows, cash equivalents include all
     highly liquid investments with original maturities of three months or less.

     Equipment and Depreciation
     --------------------------

     Equipment is recorded at cost. Depreciation is calculated using the
     straight-line basis over the estimated useful lives of the assets, which is
     five to ten 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.

     Income Taxes
     ------------

     Income tax expense is based on reported earnings before income taxes.
     Deferred income taxes reflect the impact of temporary differences between
     assets and liabilities recognized for consolidated financial reporting
     purposes and such amounts recognized for tax purposes, and are measured by
     applying enacted tax rates in effect in years in which the differences are
     expected to reverse.

     Research and Development Cost
     -----------------------------

     Research and development costs are charged to operations when incurred and
     are included in operating expenses.

     Recently Issued Accounting Pronouncements
     -----------------------------------------

     In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based
     Compensation". SFAS No.123R establishes standards for the accounting for
     transactions in which an entity exchanges its equity instruments for goods
     or services. This Statement focuses primarily on accounting for
     transactions in which an entity obtains employee services in share-based
     payment transactions. SFAS No.123R requires that the fair value of such
     equity instruments be recognized as expense in the historical financial
     statements as services are


<PAGE>
     performed. Prior to SFAS No.123R, only certain pro forma disclosures of
     fair value were required. SFAS No.123R shall be effective for small
     business issuers as of the beginning of the first interim or annual
     reporting period that begins after December 15, 2005. While Mass Megawatts
     has not issued any option to employees recently, the adoption of this new
     accounting pronouncement is not expected to have a material impact on the
     financial statements of Mass Megawatts during fiscal year 2006.

     Mass Megawatts does not expect the adoption of any other recently issued
     accounting pronouncements to have a significant impact on their
     consolidated financial position, results of operations or cash flow.


NOTE 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 $2,967,192 at April
     30, 2005 and negative cash flows from operations of $435,942 for the year
     ended April 30, 2005. In addition, at April 30, 2005, Mass Megawatts had
     negative working capital of approximately $152,000. These conditions are
     due to Mass Megawatts continuing to spend money for the development of the
     product that is not currently ready for sale and raises substantial doubt
     about Mass Megawatts's ability to continue as a going concern. Currently,
     management is soliciting additional equity investors through private
     placement offerings and is obtaining funding from Mass Megawatts's Chief
     Executive Officer, Mr. Jon Ricker, to fund these losses; however, no
     assurance can be given as to the success of these efforts.

     The financial statements of Mass Megawatts do not include any adjustments
     relating to the recoverability and classification of recorded assets, or
     the amounts and classification of liabilities that might be necessary if
     Mass Megawatts is unable to continue as a going concern.


NOTE 3 - RELATED PARTY TRANSACTIONS

     Due to stockholder of $122,879 at April 30, 2005, represents funds advanced
     to assist Mass Megawatts with its financial obligations and to fund the
     operations. The advances are due on demand, bear no interest and are
     unsecured. Imputed interest expense of 8% was recorded during the year
     ended April 30, 2005.

     Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass
     Megawatts has been granted an exclusive sublicense to market, within a
     limited territory, the MultiAxis Turbosystem (MAT) and associated
     technology relative to wind velocity augmentation which is the ability to
     use external walls or structure to enhance the flow of air velocity for
     increasing power output. 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 sublicensing
     Agreement. The Sublicensor is Windstorm International of Putnam, CT who
     received a license agreement from Jonathan Ricker who is Chairman and Chief
     Executive Officer of Mass Megawatts. Mr. Ricker is the owner of the patent
     rights of the licensed technology to Windstorm International. Several of
     the patents has filed Patent Cooperation Treaty Applications and National
     Phase patents in many nations and all major countries.

     The above terms and amounts are not necessarily indicative of the terms and
     amounts that would have been received had comparable transactions been
     entered into with independent party.


NOTE 4 - COMMON STOCK

     From inception (May 27, 1997) through April 30, 2003:

     - Mass Megawatts issued 1,811,384 shares of common stock to its vendors for
     their goods and services. The shares were recorded at fair value of
     $40,741.

     - Mass Megawatts sold 288,867 shares of common stock for cash of $861,550.

     - Mass Megawatts issued 118,940 shares of common stock to consultants
     for their services. The shares were recorded at the fair value of $337,880.


<PAGE>
     - Mass Megawatts exchanged 7,600 shares of common stock valued at $17,100
     for a vehicle and a computer.

     During the year ended April 30, 2004:

     - Mass Megawatts sold 430,005 shares of common stock for cash of $560,652.

     - Mass Megawatts issued 243,100 shares of common stock to consultants for
     their services. The shares were recorded at fair value of $453,865.

     During the year ended April 30, 2005:

     - Mass Megawatts sold 213,650 shares of common stock for cash of $320,406.

     - Mass Megawatts issued 108,150 shares of common stock to consultants for
     their services. The shares were recorded at fair value of $230,403.


NOTE 5 - INCOME TAXES

     Mass Megawatts uses the liability method, where deferred tax assets and
     liabilities are determined based on the expected future tax consequences of
     temporary differences between the carrying amounts of assets and
     liabilities for financial and income tax reporting purposes. During fiscal
     2005, Mass Megawatts incurred net losses and, therefore, has no tax
     liability. The net deferred tax asset generated by the loss carry-forward
     has been fully reserved. The cumulative net operating loss carry-forward is
     approximately $1,836,607 at April 30, 2005, and will expire in the years
     2017 through 2025.

     At April 30, 2005, deferred tax assets consisted of the following:

<TABLE>
<CAPTION>
<S>              <C>                                  <C>
                 Deferred tax assets
                   Net operating losses               $ 624,446
                   Less: valuation allowance           (624,446)
                                                      ----------
                 Net deferred tax asset               $       -
                                                      ==========
</TABLE>

NOTE 6 - COMMITMENT

     Mass Megawatts leases its office space and a warehouse unit on a
     month-to-month basis. Total rent expense for the years ended April 30, 2005
     and 2004 and the period May 27, 1997 (date of inception) to April 30, 2005
     were $11,360, $9,651, and $65,342, respectively.


<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.

          None

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.
------------------------------------------------

Under  the  supervision  and with the participation of our Management, including
our  principal  executive  officer and principal financial officer, which is the
same  person,  we conducted an evaluation of the effectiveness of the design and
operations  of  our  disclosure  controls  and  procedures,  as defined in Rules
13a-15(e)  and  15d-15(e) under the Securities Exchange Act of 1934, as of April
30,  2005.  Based  on  this  evaluation,  our  principal  executive  officer and
principal  accounting  officer  concluded that our financial disclosure controls
and procedures were not effective so as to timely identify, correct and disclose
information  required  to  be included in our Securities and Exchange Commission
("SEC")  reports  due  to  the  Company's limited internal resources and lack of
ability  to  have  multiple  levels  of  transaction review.  Through the use of
external  consultants  and  the  audit  process,  management  believes  that the
financial  statements  and  other  information presented herewith are materially
correct.

There  have  been  no  changes  in the Company's internal control over financial
reporting during the year ended April 30, 2005 that have materially affected, or
are reasonably likely to materially affect, the Company's internal controls over
financial  reporting.

Certification  by  each  Director  and  executive  officer  has  been  executed.
Certification by each Director and executive officer has been executed.


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

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS OF THE
        REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

EXECUTIVE OFFICER:

     Chairman, Chief Executive Officer and Chief Financial Officer Jonathan
     Ricker 11 Maple Avenue Shrewsbury, MA 01545 Age: 45 Term as officer: 1997 -
     current; Term expiration: Term is continuous until an action by the
     majority shareholders.

     For the past 23 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 11 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

CONSULTANTS:

     Chief Operating Officer Thomas D. McBride Deerfield Circle Shrewsbury,
     MA01545 Age: 46 Term as officer: 1997 - current; Term expiration: Term is
     continuous until an action by the majority shareholders.

     Mr. McBride was instrumental in improving several business operations over
     the last 26 years. In the past four years from year 2001, he served as a
     consultant for emerging growth businesses including Mass Megawatts. Tom has
     an extensive background of operations experience with strong product
     development, product planning, and business development skills. He served
     for five years from 1996 to 2001 as Operations Manager for Lawrence Pumps,
     Inc. of Lawrence Massachusetts. Mr. McBride 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. 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

     Michael A. Cook, Age: 48
     Project Finance Manager

     Mr. Cook has over 25 years of experience in the project finance in the
     energy industry including 15 years with wind energy. Since 2003, he
     consulted and advised several companies related to creative finance
     strategies and more cost effective and efficient ways of operating wind
     energy and other energy related companies. Between 1998 and 2003, he was
     President of Trade Winds Inc., a Finance and Insurance Consulting Company.
     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 Manager 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, Age:  39
     Director of Business Planning

     Mr. Andrellos has over 20 years experience in the areas of Materials
     Management. Since 1998, he has been a consultant for most high tech
     companies. 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. He has
     directed the operational organization in support of budget objectives,
     business goals, and customer delivery. He has also 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, plant 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, Age:  44
     Director of Corporate Services

     Mr. Dill has over 25 years of Manufacturing, Industrial Engineering, Real
     Estate, and Facilities management experience. Since the Year 2000, he was a
     consultant for primarily European Companies In the late 1990s 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.

     F. Adrian Price, Age:  61
     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. Since 1999, he was the Chief Mechanical Engineer for Topsfield
     Engineering. He also worked for Mass megawatts while he worked for
     Topsfield Engineering. 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. In the past 15 years, she has coordinated income producing
     assets. Specifically, real estate related assets. Ms. Vizzo has extensive
     experience in coordinating the technical and financial aspects of fast
     growing business operations. 8 Tamarack Lane Shrewsbury, MA 01545 Age: 38
     Term as officer: 1997 - current; Term expiration: Term is continuous until
     an action by the majority shareholders.

     Alison Gray
     Ms. Gray is currently a Corporate Administrator for RIGR Corporation which
     is a real estate holding company. She is a local businesswoman located in
     Shrewsbury, MA. who in the past ten years operated a free lance business to
     improve value of real estate and business assets. 35 Westwood Road
     Shrewsbury, MA 01545 Age: 48 Term as officer: 1997 - current; Term
     expiration: Term is continuous until an action by the majority
     shareholders.

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


<PAGE>
AUDIT COMMITTEE

The Audit Committee consists of the entire Board of Directors. The Audit
Committee selects the independent auditors; reviews the results and scope of the
audit and other services provided by the Company's independent auditors, and
reviews and evaluates the Company's internal control functions. The board of
directors has determined that Jonathan Ricker is the audit committee "financial
expert", as such term is defined under federal securities law, and is not
independent.  Mr. Ricker is an expert by virtue of: (i) education and experience
as a principal financial officer, principal accounting officer, controller,
public accountant or auditor or experience in one or more positions that involve
the performance of similar functions; (ii) experience actively supervising a
principal financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions; (iii) experience
overseeing or assessing the performance of companies or public accountants with
respect to the preparation, auditing or evaluation of financial statements; and
(iv) other relevant experience.

ITEM  10.     EXECUTIVE  COMPENSATION

The Company does not have an incentive or profit sharing plan for its employees,
officers or directors. Mr. Ricker and the other directors do not have any
employment or compensation contracts with Mass Megawatts.  Consulting fees paid
to Jonathan Ricker, Chairman and Chief Executive Officer, are determined based
on an hourly rate and for the past three years are as follows:

                              2005          2004          2003
     JONATHAN RICKER          $-0-       $44,500       $12,700

A majority shareholder, Jonathan Ricker contributed services to the Company
valued at approximately $50,000.  This amount was recognized as a contribution
of capital and an expense in the financial statements.

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

     The following table sets forth information as of April 30, 2005 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 3,228,022 shares issued and outstanding as of April 30, 2005.

<TABLE>
<CAPTION>
Name and Address                  Amount and nature of Beneficial Owner  Percent of Class
Of Beneficial Owner
<S>                               <C>                                    <C>
Jonathan  Ricker
11  Maple  Avenue
Shrewsbury, MA 01545                                  1,709,836                53%

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                53%
  a group (3 persons)
</TABLE>

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


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Other than below, 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.

The majority shareholder has several made advances to the Company, during fiscal
year ended April 30, 2005, to assist with its financial obligations. These
advances, in the amount of $122,879 at April 30, 2005, are non-interest bearing,
unsecured and due on demand.

     LICENSING  RIGHTS

     Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass
Megawatts has been granted an exclusive sublicense to market, within a limited


<PAGE>
territory, the MultiAxis Turbosystem (MAT) and associated technology relative to
wind velocity augmentation which is the ability to use external walls or
structure to enhance the flow of air velocity for increasing power output. 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 sublicensing Agreement. The Sublicensor is Windstorm International of
Putnam, CT who received a license agreement from Jonathan Ricker who is Chairman
and Chief Executive Officer of Mass Megawatts. Mr. Ricker is the owner of the
patent rights of the licensed technology to Windstorm International. Several of
the patents has filed Patent Cooperation Treaty Applications and National Phase
patents in many nations and all major countries.


ITEM  13.      EXHIBITS AND REPORTS ON FORM 8-K

     A)   Form  8-K

          The Company filed the following current reports on the Form 8-K on the
          following dates during the year ended April 30, 2005:

          July 26, 2004, reporting the Company's issuance of a press release
          announcing certain financial results for the fiscal year ended April
          30, 2004.

          September 14, 2004 reporting the Company's issuance of a press release
          announcing certain financial results for the fiscal quarter ended July
          31, 2004.

          December 14, 2004 reporting the Company's issuance of a press release
          announting the results of operations and financial condition of the
          Company for the 3 months ended October 31, 2004.

          March 11, 2005 reporting the Company's issuance of a press release
          announcing certain financial results for the fiscal quarter ended
          January 31, 2005.

     B)   Exhibits  -

          31          Certification of the Chief Financial Officer Dated
                      July 21, 2005

          32          Certification Pursuant to 18 U.S.C. Section 1350, as
                      Adopted Pursuant to Section 906 of the Sarbaenes-Oxley
                      Act of 2002


ITEM  14.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES

Audit  Fees
-----------

During  2005  and  2004,  we  were  billed  by our accountants, Pender Newkirk &
Company,  approximately $26,562 and $33,394 for audit and review fees associated
with  our  10-KSB  and  10-QSB  filings.

Audit  related  fees
--------------------

None

Tax  Fees
---------

None

All  Other  Fees
----------------

None

Board  of  Directors  Pre-Approval  Process,  Policies  and  Procedures
-----------------------------------------------------------------------

Our  principal auditors have performed their audit procedures in accordance with
pre-approved policies and procedures established by our Board of Directors.  Our
principal  auditors have informed our Board of Directors of the scope and nature
of each service provided.  With respect to the provisions of services other than
audit,  review,  or  attest  services,  our  principal  accountants brought such
services  to  the  attention  of our Board of Directors prior to commencing such
services.



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

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized:

                                      MASS MEGAWATTS WIND POWER, INC.


Dated:  September 19, 2005             By:  /s/ Jonathan Ricker
        ------------------                 ---------------------------------
                                           Jonathan Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and Principal
                                           Accounting Officer



In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated:  September 19,2005              By:  /s/ Jonathan Ricker
        -----------------                  ---------------------------------
                                           Jonathan Ricker
                                           Chairman, Chief Executive Officer,
                                           Chief Financial Officer and
                                           Principal Accounting Officer

Dated:  September 19, 2005             By:  /s/ Allison Gray
        ------------------                 ---------------------------------
                                           Allison Gray
                                           Director


Dated:  September 19, 2005             By:  /s/ Jodi A. Vizzo
        ------------------                 ---------------------------------
                                           Jodi A. Vizzo
                                           Director